BY ACCEPTING THESE TERMS, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, OR (3) USING A FREE PRODUCT, YOU AGREE TO THESE TERMS. IF YOU REGISTER FOR GLS’ FREE PRODUCT, THE APPLICABLE PROVISIONS OF THESE TERMS WILL ALSO GOVERN THAT FREE PRODUCT. IF THE INDIVIDUAL ACCEPTING THESE TERMS IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERM “YOU” REFERS TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THESE TERMS DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS, SUCH INDIVIDUAL MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE PLATFORM.
- Platform. Subject to the terms and conditions of these Terms, GLS grants you during the Term (defined below) a limited, non-exclusive, non-transferable, non-sublicenseable right to access and use the GLS website, software development platform, engineering workforce and module library (collectively, the “Platform”) for the purpose of launching application(s) (“App(s)”).
- Professional Services. Subject to the terms and conditions of these Terms, GLS will perform the professional engineering, design, or product management services set forth on an “Order Form(s)” or as otherwise requested through the Platform, which may include managed use of the Platform by GLS on your behalf (“Services”). The manner and means by which GLS chooses to complete the Services are in GLS’ sole discretion and control. GLS’ obligations to provide the Services are conditioned upon receiving such information and cooperation from you as may be reasonably necessary to perform the Services.
- Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you may not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform, whether in whole or in part, or any content displayed on the Platform; (b) you may not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Platform; and (c) except as expressly stated herein, no part of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Platform is subject to these Terms. Unless otherwise specified on the Platform, all copyright and other proprietary notices on the Platform (or on any content displayed on the Platform) must be retained on all copies thereof.
- Your Responsibilities. You will (a) be responsible for your authorized users’ (“Users”), including but not limited to compliance with these Terms and Order Forms, (b) be responsible for the accuracy, quality and legality of User Content (defined below), (c) be responsible for your use of your Apps, including any Inventions (defined below), or any work incorporated into an Invention, and the interoperation of your Apps with any third party application, (d) use commercially reasonable efforts to prevent unauthorized access to or use of Platform, and notify GLS promptly of any such unauthorized access or use, and (e) use the Platform and Services only in accordance with these Terms and applicable laws and government regulations. Any use of the Platform in breach of the foregoing by you or Users that in GLS’ judgment threatens the security, integrity or availability of GLS’ services, may result in GLS’ immediate suspension of the Platform, however GLS will use commercially reasonable efforts under the circumstances to provide you with notice and an opportunity to remedy such violation or threat prior to any such suspension.
- Registration. In order to use certain features of the Platform, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (i) all required registration information you submit is truthful and accurate; (ii) you will maintain the accuracy of such information. Subject to the terms and conditions of the Order Form, you may delete your Account at any time, for any reason, by following the instructions on the Platform. GLS may suspend or terminate your Account in accordance with Section 9.
- Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify GLS of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. GLS cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
6. User Content. “User Content” means any and all information and content that you or your users submit to the Platform (e.g., Materials (defined below) that you submit to the Platform). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You represent and warrant that your User Content does not violate GLS’ Acceptable Use Policy (set forth below). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by GLS. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Except as set forth in an Order Form, GLS maintains no proprietary interest in User Content.
- Platform. Except as expressly set forth in these Terms. GLS retains all right, title and interest in and to the Platform.
- Apps. The Apps, including but not limited to the source code, its components, documentation, design and structure, any copies thereof are the proprietary property of GLS or its suppliers and are protected by copyright laws and international copyright treaty provisions as well as other applicable intellectual property laws and treaties. All title and copyrights in and to the Apps, or any copy, modification or merged portion of the Apps shall at all times remain with GLS. You acknowledge and agree that GLS shall be the owner of any enhancements, updates, upgrades, new versions, or new releases of the Apps or derivatives thereof that are developed by GLS during the Term and thereafter. You expressly acknowledge and agree that GLS shall be the sole owner of any newly-developed, revised, or modified source code related in any way to the Apps or GLS’s general business, regardless of whether developed, revised, or modified in response to your requests, suggestions, or ideas, even if performed as part of professional services paid for by you.
- Grant of License.
Subject to the terms and conditions of the Terms , GLS grants you a revocable, non- transferable and non-exclusive license to upload to and use the Apps for the duration of the Term. The Apps are licensed by GLS to you according to the Terms. You may install and use the Apps on your Devices (“Devices”). You are granted the right to make copies of the Apps for backup or archival purposes. In testing and evaluating the Apps you agree to report all problems, concerns, deficiencies and suggestions for improvements to GLS. You shall be responsible for the security and privacy of any and all Apps passwords, settings, and user data. Features of the Apps may not be available in all languages or regions, some features may vary by region, and some may be restricted or unavailable from your service provider. A Wi-Fi or cellular data connection is required for some features of the Apps. You acknowledge that many features, built-in apps, and services of the Apps transmit data and could impact charges to your data plan, and that you are responsible for any such charges.
- Inventions. All rights in and to any copyrightable software, algorithm, code, material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets (“Materials”) conceived, discovered, authored, invented, developed or reduced to practice by GLS, solely or in collaboration with others, prior to (“Prior Inventions”) or during the Term (collectively “Inventions”) are the sole property of GLS.
- Third-party software. Unless indicated as otherwise, third-party software is available on the Apps and is not required or necessary for the use of the Apps. Except as explicitly stated within these Terms, any third-party software is provided “AS IS” or “AS AVAILABLE”, with no warranties of any kind. Any third-party software sublicense will terminate when these Terms terminate, when you terminate, or when the Apps are no longer being used by you. You shall not decompile, reverse engineer, adapt, translate, disassemble, modify, or create derivative works of the third-party software, which shall be subject to the same restrictions as those set forth with respect to the Apps within these Terms.
- Relationship of Parties.GLS and you are independent contractors. You understand that GLS is not an employee, and that the performance of Services requires a collaborative, professional relationship of equals where mutual professional respect, courtesy and consideration are expected. Due to the virtual nature of the relationship, you understand the importance of communication, and agree to respond to questions, requests and communications from GLS in a timely manner. You understand that GLS is a business with other clients, and requires fair, realistic notice in order to attend to requests and projects. You understand that GLS may require detailed clarification of tasks in order to meet expectations and provide the best support and highest quality work, and agrees to provide specifications at the level of detail required by GLS.
9. Term; Termination.
- The term of these Terms begins on the date you accept these Terms and continues until all subscriptions have expired or been terminated, unless otherwise set forth on an Order Form (the “Term”). Unless otherwise specified on an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term, unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term, by cancelling the user’s subscription via the GLS web product. Upon your breach of any Terms, GLS has the right to terminate the Term immediately or at any time thereafter.
- Effect of Termination. Upon termination of these Terms, your right to use the Platform will immediately cease and any fees you owe to GLS will become immediately due. Sections 3, 4, 7, 8, 10 – 14, 15.b, and 16 – 23 will survive any termination or expiration of these Terms. GLS may delete any User Content hosted on the Platform at any time and in its sole discretion.
10. Fees. The fees for the Platform and any Services are as set forth on the Order Form, or, if you do not have an Order Form, the Platform. You will provide GLS with valid and updated credit card information, and you authorized GLS to charge such credit card for the fees for the initial subscription term and any renewal subscription term, in advance, in accordance with the billing frequency set forth on the Order Form or if there is no Order Form, the Platform. Subscriptions may not be refunded.
- No Support or Maintenance. Unless you have a subscription that provides for support, you acknowledge and agree that GLS will have no obligation to provide you with any support or maintenance in connection with the Platform except as part of the Services.
12. Acceptable Use Policy. The following terms constitute GLS’ “Acceptable Use Policy”:
a.You will not use the Platform to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
b.In addition, you will not: (i) upload, transmit, or distribute to or through the Platform any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Platform unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Platform to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Platform, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Platform (or to other computer systems or networks connected to or used together with the Platform), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Platform; or (vi) use software or automated agents or scripts to produce multiple accounts on the Platform, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Platform (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
c. Enforcement. GLS reserves the right (but has no obligation) to review any User Content, and to investigate and/or take appropriate action against you in its sole discretion if you violate this Acceptable Use Policy or any other provision of these Terms or otherwise create liability for it or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 9, and/or reporting you to law enforcement authorities.
- Feedback; Name. If you provide GLS with any feedback or suggestions regarding the Platform or Services (“Feedback”), then you grant GLS a perpetual, irrevocable, non-exclusive, transferable, sublicensable, worldwide license to use such Feedback in any manner it deems appropriate. GLS will treat any Feedback as non-confidential and non-proprietary. Unless you provide GLS with an opt-out notice, you grant GLS a right to use your name, logo, and application screenshots in GLS’ marketing materials. Any such opt-out notice will not apply to use by GLS in accordance with this Section prior to GLS’ receipt of notice.
15. Representations and Warranties; Indemnity. You represent and warrant that: (i) You have the full right and authority to enter into and perform these Terms, and that entering into these Terms does not violate any outstanding assignments, grants, licenses, encumbrances, obligations, agreements or understanding to which you are a party; (ii) You shall pay all royalties, back participation, fees, costs and expenses as more specifically described in the Order Form(s); (iii) You shall be fully liable for any third-party claims related to your Apps; (iv) all licenses and authorizations that you have obtained from any rightholders includes the license and authority to distribute the respective content on the Apps and/or Platform and that no additional licenses or authorizations are needed, such as a specific license or authorization for GLS; and (v)you shall be liable to GLS for the payment of any reasonable legal costs and/or fees GLS might incur in relation to any third-party claims related to your Apps.
- Free Services.
- GLS may make certain parts of the Platform available for free (“Free Products”). Use of Free Products is subject to the terms and conditions of these Terms. In the event of a conflict between this section and any other portion of these Terms, this section controls. Free Products are provided to you without charge as described on the Platform. You agree that GLS, in its sole discretion and for any or no reason, may terminate your access to the Free Products or any part thereof, with or without prior notice. GLS will not be liable to you or any third party for such termination. You are solely responsible for exporting your User Content and any Apps from the Free Products prior to termination of your access to the Free Products for any reason, provided that if GLS terminates your account, except as required by law, GLS will provide you a reasonable opportunity to retrieve your Apps.
- NOTWITHSTANDING SECTIONS 15, 17, AND 19.b, THE FREE PRODUCTS ARE PROVIDED “AS-IS” AND WITHOUT ANY WARRANTY, AND GLS HAS NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE PRODUCTS UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE GLS’ LIABILITY WITH RESPECT TO THE FREE PRODUCTS WILL NOT EXCEED US$100. WITHOUT LIMITING THE FOREGOING, GLS AND ITS SUPPLIERS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR USE OF THE FREE PRODUCTS WILL MEET YOUR REQUIREMENTS, (II) YOUR USE OF THE FREE PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (III) ANY DATA PROVIDED THROUGH THE FREE PRODUCTS WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 18, YOU ARE FULLY LIABLE UNDER THESE TERMS TO GLS FOR ANY DAMAGES ARISING OUT OF YOUR USE OF THE FREE PRODUCTS, ANY BREACH BY YOU OF THESE TERMS AND ANY OF YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER.
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
- Limitation of Liability.
- TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL GLS (OR ITS SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE PLATFORM OR SERVICES, EVEN IF GLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE PLATFORM AND SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
- TO THE FULLEST EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY, GLS’ LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (I) THE FEES YOU HAVE PAID GLS IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY AND (II) US$50. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.
- By You. To The fullest extent permitted by law, you will indemnify GLSfrom and against any and all liabilities, suits, losses, damages and judgments, costs and expenses (including reasonable outside counsel’s fees and expenses) in connection with (i) your use of the Platform, Apps, or Services in a manner not authorized under these Terms, (ii) any other breach of these Terms, including but not limited to the representations and warraranites, by you, and (iii) your use Inventions or Reusable Modules in a manner not authorized under these Terms.
b. By GLS. Unless you are using a Free Product, GLS will indemnify and defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that the Platform or any Prior Invention infringes or misappropriates such third party’s intellectual property rights (an “IP Claim”), provided that you (i) promptly give GLS written notice of the IP Claim, (ii) give GLS sole control of the defense and settlement of the IP Claim, and (iii) give GLS all reasonable assistance, at GLS’ expense. The foregoing obligations do not apply if (1) the allegation does not state with specificity that the Platform or a Prior Invention are the basis of the IP Claim; (2) an IP Claim arises from the use or combination of the Platform or Prior Invention (other than as incorporated into an Invention) with software, hardware, data, or processes not provided by GLS, if the Platform, Prior Invention or use thereof would not infringe without such combination; (3) an IP Claim arises from Services for which there is no charge; or (4) an IP Claim arises from User Content or your breach of these Terms. If GLS believes an infringement or misappropriation claim related to the Platform or a Prior Invention is likely, then GLS may: (A) modify the Platform or Prior Invention to be non-infringing, (B) obtain a license for your continued use of the Platform or Prior Invention, or (C) terminate your subscription for the Platform upon 30 days’ written notice and refund you any prepaid fees covering the remainder of the term of the terminated subscriptions.
- Definition. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. GLS’ Confidential Information includes the Platform and any Prior Inventions, and the terms and conditions of all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
- Non-Use and Non-Disclosure. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those in these Terms. Neither party will disclose the terms of these Terms or any Order Form to any third party other than its affiliates, legal counsel and accountants without the other party’s prior written consent.
- Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information. 21. Electronic Communications.
By using the Platform, you consent to receiving electronic communications from GLS (either by posting notices on the Platform or via email). You agree that any notices GLS is required to provide you may be provided electronically.
The Platform and any Inventions may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from GLS, or any products utilizing such data, in violation of the United States export laws or regulations.
- We Both Agree To Arbitrate.You and GLS agree to resolve any claims relating to these Terms, the Platform or any Services through final and binding arbitration by a single arbitrator, except as set forth under Section 23.d. This includes disputes arising out of or relating to interpretation or application of this “Arbitration” section, including its enforceability, revocability, or validity.
b. Informal Resolution. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party. If a dispute is not resolved within thirty days of notice, either party may bring a formal proceeding.
c. Arbitration. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Los Angeles (CA), or any other location both parties agree to in writing.
d. Exception to Arbitration. Either Party may bring a lawsuit in the federal or state courts of Los Angeles County, California solely for injunctive relief to stop unauthorized use or abuse of the Platform or infringement of intellectual property rights without first engaging in the informal dispute notice process described above. Both you and GLS consent to venue and personal jurisdiction there.
e. NO CLASS ACTIONS. You may only resolve disputes with GLS on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.
No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. If any term or provision of these Terms is determined to be illegal or invalid, such illegality or invalidity will not affect the validity of the remainder of these Terms. These Terms are governed by California law. These Terms, which include any Order Form, are the entire agreement between the parties hereto with respect to the subject matter hereof. Neither party may assign these Terms without the other party’s consent, except that GLS may assign these Terms without consent in connection with any merger where GLS is not the surviving entity, reorganization, or sale of all or substantially all of its assets. These Terms will be binding upon each party’s successors and permitted assigns.