VelocityAI SDLC – Early Adoption Program Terms of Use

Thank you for participating in the Early Adoption Program (“EAP”) for GlobalLogic Inc.’s (“GlobalLogic”) VelocityAI SDLC suite of products and services (“EAP Services”).  Under the EAP, participating clients will receive temporary access to the EAP Services for evaluation purposes.  These GlobalLogic EAP Services Terms (“EAP Terms”) are entered in by GlobalLogic and you as a participating client (“You” or “Client“) and, in addition to the GlobalLogic Terms of Service which form part of your obligations to GlobalLogic, apply to and govern your participation in the EAP and the access and use of any or all of our public or private EAP Services.

1. EAP SERVICES
   • VelocityAI SDLC is a suite of AI-powered productivity and engineering tools developed by GlobalLogic to accelerate the software development lifecycle. VelocityAI SDLC encompasses:
     • VelocityAI SDLC Desktop App: A smart client universal desktop application installed locally on Mac or Windows machines. It includes a variety of modules covering requirements, architecture, design, functional testing, documentation, and DevOps automation. The VelocityAI SDLC stores configuration and session data locally.
     • CodeBuddy IDE Extension: A lightweight, AI-powered IDE assistant available as an extension for Visual Studio Code and IntelliJ IDEA, providing design, development, real-time code suggestions, refactoring support, and AI-based coding enhancements. CodeBuddy integrates into the IDE and accesses project context to deliver relevant AI-generated code completions or suggestions. Code processing may involve API-based calls to models hosted by GlobalLogic or external LLM providers (e.g., OpenAI or Ollama), based on user configuration.

2. ELIGIBILITY AND PARTICIPATION
   • Acceptable Use. You agree to use the EAP Services in accordance with these EAP Terms, the GlobalLogic Terms of Service,  and all other applicable terms and policies which GlobalLogic provides to you. If you are acting on behalf of an organization, you represent and warrant that you have the authority to bind that entity to these EAP Terms. These EAP Terms will apply to both you as an individual and the entity that you represent. By installing, accessing, or using the EAP Services, you agree to comply with these Terms. If you do not agree, you must not access or use the EAP Services.
   • Period of Use. You are authorized to use the EAP Services for an “Evaluation Period” which shall be between 30 and 90 calendar days, starting from the date on which you first access  the EAP Services. GlobalLogic will determine your Evaluation Period and may adjust the Evaluation Period, including up to the termination thereof, in its sole discretion, with or without prior notice to you.  At the end of the Evaluation Period, you must cease using the EAP Services, including any productivity and efficiency enhancements, and return and/or delete, as instructed, any information and materials related thereto.  GlobalLogic reserves the right to introduce time-based activation keys, usage telemetry, or access enforcement in future releases.
   • Scope of Use. You are authorized to use the EAP Services only for the Evaluation Period and only for your own, internal non-production, non-commercial purposes and uses that are solely related to the testing and evaluation of the EAP Services.
   • Additional Services, Systems or Equipment. GlobalLogic is not responsible for the provision, reconfiguration, removal, payment or reimbursement costs, of any services, systems or equipment that you may be required to use or optimize for use of the EAP Services. Specifically, Client will provide and configure its own Large Language Models (LLMs) under the Bring Your Own LLM (BYO-LLM) model. GlobalLogic will support, in its discretion, the initial configuration and integration of the Client’s LLMs, provided however, that any costs associated with obtaining the LLM subscription and usage will be fully borne by the Client. GlobalLogic assumes no liability for the content or outputs generated by any third-party LLMs. Moreover, GlobalLogic does not control third party LLMs, and your use of these products and the processing of your information thereby is subject to the terms of use and privacy policies of such third party LLM providers.  Please be mindful that your use of any third party sites, products, models,  or services is at your own risk.
   • EAP Services Fees. GlobalLogic reserves the right to offer the EAP Services to you for free or to charge you fees to access and use the EAP Services.

3. LICENSE TERMS
   • Under these EAP Terms, you are granted a non-exclusive, non-transferable, revocable license to use the EAP Services. GlobalLogic may revoke this evaluation license at any time and for any reason. You may not transfer, sublicense or redistribute the EAP Services in whole or in part.
   • Permitted Use Cases. Authorized users may:
     • Use the EAP Services, specifically the desktop client on local systems, for software development activities.
     • Use the IDE extensions to enhance development productivity within VSCode or IntelliJ.
     • Deploy the EAP Services in non-public, internal, sandboxed, or staging environments, subject to confidentiality safeguards.
     • Conduct internal pilots or customer-specific demonstrations as approved in a prior writing by GlobalLogic.
     • Deploy and operate Web Modules (DSO360, QA Companion) within a Rancher/Docker-supported environment for internal SDLC processes.
   • Access to EAP Services.
     • Your license for the EAP Services only extends to you and your designated   Deployment into customer environments is prohibited and Client must take appropriate safeguards and protective measures to ensure that only authorized teams and vendors are permitted access to the EAP Services.
     • Client is responsible for ensuring all access to the EAP Services through its systems is accomplished in compliance with these EAP Terms. For instance, when Web Modules are deployed in customer environments, access must be secured, container instances must be auditable, and user access must follow Role-Based Access Control (RBAC) if available.
     • You may not share installation packages, API keys, license tokens, or configurations with anyone outside your authorized organization.
     • All user accounts or credentials must be for specific individuals and may not be shared across teams.
     • You are responsible for securing your local or customer environments where the EAP Services are deployed, and such must not be installed in uncontrolled public or external developer environments.
     • GlobalLogic Support for Access Controls. If Client requires the assistance of GlobalLogic to design and implement adequate controls and safeguards to ensure that Client satisfies its access obligations, GlobalLogic may require a separate agreement for such custom configuration, support, and data protection services.
   • Prohibited Activities. To maintain a valid license to the EAP Services, you must not engage in the following unauthorized activities:
     • Copy, modify, distribute, or reverse-engineer any part of the EAP Services.
     • Remove or alter any copyright, trademark, or proprietary notices, or modify or extend any images without the prior written approval of GlobalLogic.
     • Use the EAP Services, or any portion thereof, for benchmarking, competitive analysis, or derivative tool creation.
     • Interfere with or disable telemetry, authentication, or feature gating mechanisms.
     • Expose Web Modules to the public internet without GlobalLogic’s prior written permission and without appropriate security, authentication, and authorization configurations.
     • Use the EAP Services, or any portion thereof, in violation of Section 2.3 which provides that only use for your own, internal non-production, non-commercial purposes that are solely related to the testing and evaluation of the EAP Services are permitted.
     • Misuse of AI Capabilities, such as by prompting or training the AI modules with personal, sensitive, or regulated data.
     • GlobalLogic is not liable for AI-generated outputs used without validation in production systems.
     • Use the EAP Services to generate or facilitate malicious code, data scraping, or copyright violations.
     • Use Web Modules to process sensitive personal data unless deployed in a compliant and secured environment.
   • No Implied Rights. Nothing in these EAP Terms shall be interpreted or construed as granting, by implication or otherwise, any rights for Client to use (i) GlobalLogic’s trademarks, logos, or branding; (ii) any source code or model internals unless such permission is explicitly provided; and (iii) the EAP Services or any information or learnings derived from or related thereto for the development of competing tools or derivative works.

4. SUPPORT AND SERVICE LEVELS
   • GlobalLogic may provide Client with basic support efforts (i.e., no SLAs apply) to help facilitate Client’s deployment, training, and enablement of the EAP Services during the Evaluation Period.
   • Additional support. If Client requests additional customized support from GlobalLogic during the Evaluation Period, the parties will agree on the scope and costs for such support under a separate written services agreement.
   • No guarantees. You expressly acknowledge and agree that the EAP Services are provided for your evaluation purposes and that other GlobalLogic products and services guarantees and warranties do not apply to these EAP Services.  As such, GlobalLogic makes no guarantees as to uptime, accuracy, or availability of the EAP Services in total or in part, during the Evaluation Period.

5. EVALUATION AND COLLABORATION
   • Post-Evaluation Collaboration. Upon completion of the Evaluation Period, Client agrees that it will participate, in good faith, with discussions, feedback sessions, and evaluations of Client’s evaluation of the EAP Services, including the evaluation of productivity and efficiency information, data and analytics.
   • Further Commercial Discussions. Client participation in the Evaluation Period for EAP Services does not create an ongoing license or right to license any commercialized products or services that may be used in or generated from the EAP Services.  The parties may initiate and further additional discussions related to entering into a commercial agreement or value-sharing model aligned for continued access or full-scale deployment.
   • Optional Post-Eval Services. In the event that Client seeks the assistance of GlobalLogic with evaluation or analysis of any data or results from the EAP Services, or if the parties enter into a commercial agreement and Client seeks post-evaluation transition support, including production-grade deployment assistance, GlobalLogic may provide such services under one or more  separate agreements.

6. CONFIDENTIAL INFORMATION
   • You acknowledge and agree that: (i) the EAP Services and related information and data constitute GlobalLogic Confidential Information as defined in the GlobalLogic Terms of Service and that you are required to keep such information strictly confidential; and (ii) the unauthorized release of the GlobalLogic Confidential Information disclosed in connection with the EAP Services would damage our competitive and intellectual property interests, such that GlobalLogic may seek immediate and prospective injunctive relief and pursue any resultant damages from your breach of confidentiality.
   • Publicity and Public Use. You may not make any public disclosure of the EAP Services, including the making of any statements about your access to or use of the EAP Services and GlobalLogic, without the prior written approval of GlobalLogic.

7. INTELLECTUAL PROPERTY 
   • EAP Services Ownership. GlobalLogic owns any and all intellectual property rights for the EAP Services, including copyrights, patents, trade secrets, and trademarks. GlobalLogic intellectual property includes, but is not limited to, the VelocityAI SDLC platform, all tool logic, UI, integrations and automation workflows, prebuilt templates, prompt engineering logic, or system prompts included in the EAP Services or specific GlobalLogic products or services.
   • Client Ownership of Outputs. All code, documentation, test scripts, diagrams, analytics, or other artifacts produced using VelocityAI SDLC tools (including Desktop App, IDE Extensions, or Web Modules) shall be considered the intellectual property of the Client.
   • Reverse Engineering or Derivative Works. You are prohibited from engaging in any reverse engineering, copying, or unauthorized distribution of the EAP Services, inclusive of any software, know-how or other intellectual property included or derivable therefrom.
   • You are not authorized to modify, or create external modifications thereto, the EAP Services, including any software without GlobalLogic’s prior written permission.
   • No Competitive Uses. You are prohibited from using the EAP Services, including any software, code, processes, implementations or other intellectual property related thereto, for the purpose of benchmarking or creating competitive tools.
   • EAP Services Feedback. GlobalLogic encourages all clients to comment on and share feedback with us relating to your use and enjoyment of the EAP Services. You grant GlobalLogic a non-exclusive, worldwide, royalty-free, irrevocable, perpetual license to use, modify, and incorporate your feedback into the EAP Services, and any future GlobalLogic products or services You waive any claim to compensation or credit for such feedback or contributions.
   • EAP Services Analytics; Personal Information. GlobalLogic may collect aggregated and/or anonymized analytical information and metrics related to your use of the EAP   GlobalLogic may use, without permission or restriction, that information to improve the EAP Services or our other products and services. No personally identifiable or customer-sensitive data will be stored by GlobalLogic  following the termination of your use of the EAP Services.

8. MODIFICATION AND TERMINATION 
   • EAP Services Modification. GlobalLogic reserves the right to modify the EAP Services, at any time in our sole discretion, with or without notice, and without liability to you. You further understand and agree that GlobalLogic may discontinue the EAP Services at any time and for any reason and that GlobalLogic is under no obligation to provide or continue to provide the EAP Services. Specifically, GlobalLogic reserves the right to:
     • Add, modify, restrict, or discontinue features without prior notice;
     • Move certain capabilities to a licensed/commercial tier in future releases;
     • Reorganize or rename tools, modules, or workflows to align with evolving product architecture.
     • Make modifications that may have a retroactive effect on the usage rights granted during a specific evaluation or commercial agreement.
   • Backward Compatibility. While efforts are made to maintain compatibility across versions, GlobalLogic does not guarantee:
     • Backward compatibility of project files or workspaces between major releases;
     • Continued support for legacy plugins or IDE versions;
     • Data persistence unless specified in future roadmap documentation;
     • Backups of data. GlobalLogic does not perform and Clients are therefore encouraged to regularly back up generated artifacts and configurations and review changelogs before updating.
   • Modification of Terms. If GlobalLogic modifies these EAP Terms after you begin to use the EAP Services, your continued use of the EAP Services after the date on which the EAP Terms have changed, GlobalLogic will treat your continued use as acceptance of the updated terms.
   • These EAP Terms will apply to EAP Services until such services are terminated under these EAP Terms or discontinued, or until, the parties enter into a commercial agreement for the EAP Services consistent with section 5.2. We may terminate, suspend, deny access to or limit your use of the EAP Services at any time in our sole discretion, with or without cause, with or without notice, and without liability to you. Notwithstanding this, either party also may terminate this Agreement for any reason with 7 days’ written notice to the other party.

9. DISCLAIMER OF WARRANTIES
   • As Is. You understand and acknowledge that the EAP Services are being provided on an “As Is” or “As Available” basis. The EAP Services may contain bugs, errors, and other problems. You assume all risks and all costs associated with your use of the eap services, including, without limitation, any internet access fees, back-up expenses, costs incurred for the use of your device and peripherals, and any damage to any systems, equipment, software, information or data.. In addition, GlobalLogic is not obligated to provide any maintenance, technical, or other support for the EAP Services other than as disclosed hereunder or as agreed to under a separate services agreement between the parties.
   • You hereby acknowledge and agree that your access to, participation and/or use of the eap services is at your sole risk. To the extent permitted by applicable law, globallogic disclaims all warranties and conditions of any kind, whether express, implied or statutory including, but not limited to, those of merchantability, satisfactory quality, title, fitness for a particular purpose, and non-infringement. Globallogic makes no warranty that any of the eap services will meet your requirements and/or that the eap services will be uninterrupted, timely or error-free. We do not make any warranty as to the results that may be obtained from the use of the eap services or the accuracy of any other information obtained through the eap services. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of any of the eap services is done at your sole risk and that you will be solely responsible for any damage to your equipment, systems and/or loss of data that results from the download of such material and/or data. No information or advice, whether oral or written, obtained by you from globallogic or through the eap services shall create any warranty not expressly made herein. Some jurisdictions do not allow the exclusion of certain warranties and conditions, so some of the above exclusions may not apply to you.

10. LIMITATION OF LIABILITY AND INDEMNIFICATION 
    • In no event shall globallogic or our affiliates be liable for any indirect, special, consequential, and/or incidental loss, exemplary of other damages related to the eap services whether direct or indirect, including (i) loss of data, (ii) loss of income, (iii) loss of opportunity, (iv) lost profits, and (v) costs of recovery or any other damages, however caused and based on any theory of liability, and whether or not for breach of contract, tort (including negligence), violation of statute, or otherwise, and whether or not we have been advised of the possibility of such damages. To the extent permitted by applicable law, our maximum liability hereunder is limited to $100.00. Some jurisdictions do not allow limitation or exclusion of liability for incidental or consequential damages, so some of the above limitations may not apply to you.
    • You agree to hold harmless and indemnify GlobalLogic, our affiliates and subsidiaries, officers, directors, agents, and employees  from and against any third party claim arising from or in any way related to (i) your breach of these EAP Terms, (ii) your use of the EAP Services, or (iii) your violation of applicable laws, rules or regulations in connection with your access or use of the EAP Services.

11. GENERAL 
    • In the event of a conflict between these EAP Terms and other provisions within the GlobalLogic Terms of Service or other agreements that you may have with GlobalLogic, the EAP Terms will take precedence as it relates to your access to and use of the EAP Services.
    • Disputes and Resolutions Rights. We endeavor to work with you in the event a controversy or claim (“Dispute”) arises out of your use of our EAP Services. You agree to first try to resolve any Dispute informally by contacting us at legal@globallogic.com. Within 30 days of written notice of a Dispute, both parties will identify at least a director-level person to conduct discussions. If a Dispute is not resolved within 30 days of director-level discussions ensuing, and the parties do not agree to extend time in writing, either party may pursue arbitration as provided below.
      • The parties agree to the fullest extent permitted by law that any Dispute not resolved between the parties as provided above which arises out of, relates to, or is in connection with your access to or use of the EAP Services, including the interpretation, validity, construction, performance, breach or termination of these EAP Terms, will be determined by a single arbitrator in the Santa Clara County, California area through the American Arbitration Association in accordance with its rules. Arbitration may be initiated by any party by a written demand to the other party. The arbitrator may grant injunctions or other relief in such dispute or controversy. The arbitrator’s decision shall be final, binding, and conclusive. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. The parties expressly waive any entitlement to have any Dispute decided by a court or a jury. The parties further agree that the laws of the State of California, without regard to its conflict of law principles, will apply exclusively to the interpretation of these Terms. The parties hereby consent to, and waive any objection to, the personal jurisdiction of state and federal courts located in Santa Clara County, California for any action or proceeding arising from or relating to these Terms or relating to any arbitration hereunder in which the parties are participants. You agree that any Dispute you may have arising out of or related to your relationship with GlobalLogic, our EAP Services, or these EAP Terms must be filed within one year after such claim arose or such is permanently barred.
      • You understand and irrevocably agree to submit any dispute arising out of, relating to, or in connection with these eap terms, the eap services, or the interpretation, validity, construction, performance, breach or termination hereof, to binding arbitration, and that this arbitration clause constitutes a waiver of your right to a jury trial for all disputes arising hereunder between the parties.
      • The parties agree, except where otherwise required by law or judicial decision, that each will maintain the confidentiality of any Dispute, whether informal or formal, and that notwithstanding the foregoing, GlobalLogic is entitled to seek injunctive relief in any jurisdiction if you violate these EAP Terms by (i) unauthorized access to or use of our EAP Services or (ii) breach of your confidentiality requirements to us.
      • Controlling Law and Jurisdiction. These EAP Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. For any dispute not subject to arbitration you expressly agree and personally submit to the exclusive jurisdiction of the state and federal courts of Santa Clara County, State of California.
    • Export Compliance. You may not remove or export from the United States or allow the export or re-export of the EAP Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing, (i) you represent that you are not named on any U.S. government list of persons or entities prohibited from receiving exports, (ii) you will not permit access or use of the EAP Services in violation of any U.S. export embargo, prohibition or restriction, and (iii) you will comply with all applicable laws regarding the transmission of technical data exported from the United States. As defined in FAR section 2.101, the EAP Services and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by these EAP Terms and will be prohibited except to the extent expressly permitted by these EAP  Terms.