MagnifAI's Terms & Conditions

MagnifAI License Agreement

IMPORTANT NOTICE – PLEASE READ AND AGREE BEFORE USING MAGNIFAI.

This License Agreement (“Agreement”) is entered into between the entity you represent or you individually if you do not designate an entity (the “Customer”) and Globant, LLC, the proprietary owner of MAGNIFAI, or any of its Affiliates (“Globant”). This License Agreement consists of the terms and conditions below and all documents attached to or referenced in this License Agreement (together, as the “Agreement”).

By using or registering to use MAGNIFAI, the Customer is affirming that Customer has read and agrees to the terms of this Agreement. If the Customer 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. If the Customer does not have the required authority to enter into this Agreement or if Customer does not accept all the terms and conditions below, Customer must not use (or register to use) the License.

MagnifAI is a quality assurance platform that automates repetitive tasks, boosting productivity, and enabling businesses to ship faster and deliver a high-quality digital experience. MagnifAI simplifies the testing processes while enabling teams to deliver higher-quality products on time.  MagnifAI can be hosted on either the Customer or Globant’s cloud as a SaaS.

DEFINITIONS

1. “Access Credentials”means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use MAGNIFAI.




2. “Affiliate” means any entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with a Party to this Agreement, and the term “control” means the ownership of more than fifty percent (50%) of the voting equity in a company or the right to appoint in such company the majority of the members of the board of directors or managers.




3. “Artificial Intelligence (AI)”means any system that is designed to operate with elements of autonomy and that, based on machine and/or human-provided data and inputs, infers how to achieve a given set of objectives using machine learning and/or logic- and knowledge-based approaches, and produces system-generated outputs such as content (generative AI systems), predictions, recommendations or decisions, influencing the environments with which the AI system interacts.




4. “Authorized User(s)” means MAGNIFAI Developers or any other person that has been duly authorized by Globant, LLC, the Customer, the employees designated by Customer who, directly or indirectly, use and access MAGNIFAI.




5. “Compatible Application” means an application that is an extension to a License that does not adversely affect the functionality of the other components in a License.




6. “Customer Systems” means the technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by the Customer or through the use of third-party services.




7. “Data” means any piece of code, or other information submitted by an Authorized User to MAGNIFAI, but does not include Test Scripts.




8. “Feedback”means suggestions, fixes, modifications, enhancements, techniques, requests, other feedback or materials, whether oral or in writing, relating to or in connection with the License.




9. “Force Majeure” means an event or circumstance that prevents or delays a party from performing its obligations under the Agreement and that event or circumstance: (i) is not within the reasonable control of that party and is not the result of that party’s negligence (including, without limitation, acts of God, natural disaster, acts of government, flood, fire, earthquakes, pandemics, civil unrest, acts of terror or general labor disturbances such as strikes), and (ii) cannot be overcome or avoided by that party using reasonably diligent efforts.




10. “Globant, LLC Materials” means any User Guide and Setup Coding, MAGNIFAI, Data, Globant, LLC Systems, as well as any and all other information, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies, registered patent and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by the Customer in connection with the use of MAGNIFAI.




11. “Globant, LLC Systems” means the technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Globant, LLC or through the use of third-party services.




12. “Hosted Services” means those services required to host, manage, customize, operate, and maintain MAGNIFAI for remote electronic access and/or use by the MAGNIFAI Developers.




13. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.




14. “License” means this Agreement which governs the terms and conditions for the Customer to use the MAGNIFAI software.




15. “MAGNIFAI” means Globant’s proprietary software, which is an artificial intelligence powered tool, as well as any other application, software, ancillary data files, modules, libraries, tutorial or demonstration programs, documentation including the User Guide and Setup Coding, or other components and all new versions, updates, revisions, improvements and modifications of the foregoing, developed and/or published by Globant, LLC from time to time.




16. “MAGNIFAI Developer” means a software developer that, in addition to its role and seniority, has access to the Platform, plus any additional meaning given under this Agreement.




17. “MAGNIFAI Subscription Form”means the signed paper or electronic order form (including any exhibits, schedules, supplements, or addenda thereto) under which the Customer ordered the use of MAGNIFAI to be provided by Globant, LLC or any of its Affiliates for a fixed duration.




18. “OSS License” means any software, data or documentation subject to any license identified as an open source license by the Open Source Initiative (http://opensource.org), Free Software Foundation (http://www.fsf.org) or other similar open source organization or listed by the Software Package Data Exchange (SPDX) Workgroup under the Linux Foundation (http://www.spdx.org).




19. “SaaS Services” refers to MAGNIFAI internet-accessible service identified on the MAGNIFAI Subscription Form that provides use of MAGNIFAI that is hosted by Globant or any of its Affiliates and made available to Customer over a network on a term-use basis.




20. “Separate Component” means a component provided with separate legal notices or terms that accompany the components, such as OSS Licenses and other license terms.




21. “Test Scripts” means the snippets of code generated by MAGNIFAI after the Data is submitted by an Authorized User.

LICENSE

1. License Rights. Subject to the terms of this Agreement, Customer’s Subscription Form and payment of applicable fees, Globant, LLC grants Customer a non-exclusive, non-assignable, non-sublicensable and non-transferable license to access, install and use MAGNIFAI during the applicable License Term solely for Customer’s own internal business operations, in accordance with this Agreement and all Applicable Laws.




2. Authorized Users.Customer’s and its employees may access and use the License from Customer devices to perform work authorized by this Agreement on Customer’s behalf. Customer is responsible for the compliance with the terms of this Agreement by Customer’s authorized users. Any act or omission that if committed by Customer would constitute a breach of this Agreement will be deemed to constitute a breach of this Agreement if committed by Customer’s authorized users.




3. Acknowledgement. Customer acknowledges that if MAGNIFAI is hosted on Globant’s cloud, as a SaaS Service, then Globant will not be delivering copies of MAGNIFAI to Customer as part of the SaaS Services.

RESTRICTIONS

The following limitations and restrictions apply to the License and Customer is responsible for the consequences of non-conformance with these limitations:

1. Customer will use the License exclusively for authorized and legal purposes, consistent with the Agreement’s terms and all applicable laws, regulations and the rights of others, including, without limitation, export and import, security and data privacy, including health information privacy, laws, rules and regulations.




2. Customer can not send, use or upload into MAGNIFAI any personal data or other information by which any living individual(s) can or may be identifiable.




3. Customer may not reverse engineer, decompile, disassemble any License components provided in binary form, nor attempt in any other manner to obtain source code of such License components, and may not reverse engineer, decompile, disassemble any portion of the output generated using the MAGNIFAI proprietary software for the purpose of translating such output artifacts to target a non-MAGNIFAI software or platform.




4. Except as expressly granted in this Agreement, Customer may not copy, sell, resell, rent, sublicense, transfer, assign, timeshare, distribute, modify, or create derivative works of any portion of the License, including, without limitation, in any publicly accessible software repositories. Customer may not distribute or sublicense the License on a stand-alone basis.




5. Customer may not indicate that a product, or service developed with the License is sponsored or endorsed by Globant, LLC or MAGNIFAI.




6. Customer may not bypass, disable, or circumvent any technical limitation, encryption, security, digital rights management or authentication mechanism contained in the License.




7. Customer may not use the License in any manner that would cause components to become subject to an OSS License or other shareware license.




8. Customer may not distribute or disclose to third parties results of benchmarking, competitive analysis, regression or performance data relating to the License without the prior written permission from Globant.




9. Customer may not replace any MAGNIFAI software components in the License that are governed by the Agreement with other software that implements MAGNIFAI application programming interfaces (APIs).




10. Customer may not use the License for the purpose of developing competing products or technologies or assisting a third party in such activities.




11. Customer may not share any training dataset, training results or contents collected including but not limited to personal information, road data, geospatial data, state secrets or any national security related data, with MAGNIFAI in any form.




12. Customer acknowledges that the License as delivered under the Agreement are not tested or certified by Globant for any particular use and beyond Globant delivering the License in accordance with this Agreement, Globant will not be liable to Customer or any third party, in whole or in part, for any claims or damages arising from such uses. Customer is solely responsible for ensuring that systems and applications developed or deployed with the License include sufficient safety and redundancy features and comply with all applicable legal and regulatory standards and requirements.




13. Subject to the limited licenses granted herein, Globant shall own all right, title and interest in and to MAGNIFAI, the services, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein.  Customer agrees to assign all right, title and interest it may have in the foregoing to Globant.




14. Customer agrees to defend, indemnify and hold harmless Globant, LLC and its Affiliates, and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, fines, restitutions and expenses (including but not limited to attorney’s fees and costs incident to establishing the right of indemnification) arising out of or related to (i) products or services that have been developed or deployed with or use the License  (including results or data generated from such use), or claims that they violate laws, or infringe, violate, or misappropriate any third party right; or (ii) a violation of the terms and conditions of this Agreement. If Customer is prohibited by law from entering into the indemnification obligation above, then Customer assumes, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs and expert witnesses’ fees) that are the stated subject matter of the indemnification obligation above.

REQUIREMENTS

The requirements in this section apply to the License that Customer deploys as a service and for Customer to exercise the distribution grants:

1. Additional Functionality. A service or application to third parties must have material additional functionality, beyond the included portions of this License.




2. Notification of Misuse. Customer agrees to notify MAGNIFAI in writing of any known or suspected use or distribution of MAGNIFAI License that is not in compliance with the terms and conditions of this Agreement, and to enforce the terms of this Agreement with respect to MAGNIFAI License.




3. MAGNIFAI Results Notice.Any Test Script proposed by MAGNIFAI is just an example and the actual implementation may vary based on the specific requirements and structure of the web application. It provides an example of how code and test scripts could be structured based on the Authorized User’s provided input Data and guidelines.




4. Use Report. Customer must report upon MAGNIFAI’s email request, no more than monthly, the License in use by all users Customer enabled, quantity, start and end dates, and any other reasonably requested information for MAGNIFAI to determine the fees due.

AI ETHICS

Technology can have a profound impact on people and the world, and Globant is committed to enabling trust and transparency in AI development. Globant encourages Customer to adopt principles of AI ethics and trustworthiness to guide Customer’s business decisions by doing the following:

1. Ethical Use. AI should exist to cooperate with humans and to improve humanity. Collaborating with humans on complex tasks and facilitating their work, relieving them from tedious tasks and elevating them ensuring the product or service Customer develops, uses, offers as a service or distributes meets the ethical requirements of the relevant industry or use case and that Customer has taken reasonable measures to address bias and inform users of the limitations of the product or service.




2. Development Practices. Ensure that in developing Customer’s product or service, Customer adopts adequate measures to mitigate the risk of harming more vulnerable groups, especially those that have been historically disadvantaged or are at risk of exclusion.




3. Respectful Data: A data-driven culture means having clean and accurate data, being compliant with laws and regulations, and guaranteeing the privacy and intimacy of all individuals. Meet strict reliability, security and integrity standards.




4. Fairness: We will actively promote data-driven outcomes that are unbiased in terms of race, ethnicity, gender, nationality, income, sexual orientation, ability, and political or religious belief. We can’t expect to always have an unbiased history, so the way we use the results needs to take the fairness of the application into consideration as well.




5. Transparency. Communicate information to stakeholders about the capabilities and limitations of Customer’s product or service, including transparency about the fact that stakeholders are dealing with an AI system. Create transparent products in their purposes and results. We are committed to pursuing algorithmic accountability. AI products must preempt the risks of user data misuse and protect from imprudent use. Must exercise caution by anticipating adverse consequences. Limitations and risks should be explicit, enabling policymakers to hedge for critical cases.




6. Social Contribution: Ensure access to relevant forms of knowledge, promoting fundamental skills and critical thinking among the community. Open, promote and make AI research more accessible to the community.




7. Sustainable AI: The way to frame the problems to solve, the usage of foundational models, training strategy and other factors need to consider how to minimize the ecological and human detrimental impact. Reduce the impact of large energy consumption on model training and serving, while improving digital sobriety and minimizing addictive behaviors.




8. Distributor or Reseller Duty. If Customer is a distributor or reseller, ensure Customer does not sell to anyone who Customer believes will use Customer’s products or services for an improper purpose.




9. Prohibited Uses. Globant expressly prohibits the use of MAGNIFAI (a) for surveillance in unauthorized private places, (b) for facial recognition in public places or by law enforcement agencies, (c) for collecting or processing biometric information without the consent of the subject, (d) to conduct activities that infringe on or violate the rights of others, (e) to violate any applicable law including, but not limited to, the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), California Privacy Rights Act (CPRA), or Health Insurance Portability and Accountability Act (HIPAA), (f) to spread untrustworthy information, misinformation or disinformation, or (g) for any malicious use.

NO DATA COLLECTION

Data submitted through MagnifAI (either via APIs or using Globant’s UI) is never collected, stored or used to train model, nor used to improve MagnifAI’s service offering.

VERSIONS AND FEATURES

The License versions and features identified as alpha, beta, preview or otherwise in pre-release may not be fully functional, may contain errors or design flaws, and may have reduced or different security, privacy, accessibility, availability, and reliability standards relative to commercially provided MAGNIFAI software, materials and services. Use of a pre-release version or feature may result in unexpected results, such as loss of use or loss of content. Customer may use a pre-release version or feature at Customer’s risk, understanding that such versions are not intended for use in business-critical systems and Customer may stop using pre-release versions at Customer’s convenience. MAGNIFAI may choose not to provide support for such pre-release versions and MAGNIFAI may choose not to make available a commercial version of any pre-release License. MAGNIFAI may also choose to abandon development and terminate the availability of a pre-release License at any time without liability. Pre-release versions are provided “as-is,” “with all faults,” and “as-available,” and are excluded from support and all limited warranties provided in this Agreement.

MAGNIFAI SUPPORT

Subject to the terms of this Agreement Globant will provide MAGNIFAI support to Customer for the duration indicated on the MAGNIFAI Subscription Form and such support does not extend to any other parties.  The Customer agrees to report to Globant any errors or difficulties discovered and the characteristic conditions and symptoms of such errors and difficulties all in connection with use of MAGNIFAI and its outputs. For any escalations or support please email support@magnif.ai, please be aware that the support team is located in Latin America and is available only Monday-Friday hours of operation. Unless revisions to software or materials are provided with their separate governing terms, they are deemed part of the applicable License offering and governed by this Agreement.

USERNAME AND PASSWORD

Customer is responsible for securely maintaining log-in information for Customer authorized users’ use, and for all activities under Customer’s account(s). Customer agrees to notify MAGNIFAI at support@magnif.ai immediately of any known or suspected security incidents or unauthorized use of Customer’s account(s) or the License.

COMPONENTS UNDER OTHER LICENSES

1. Component Licenses. The License may include or be distributed with Separate Components. The Separate Components are subject to the applicable OSS Licenses or other license terms, including any proprietary notices, disclaimers, requirements and extended use rights; except that the Agreement will prevail regarding the use of third-party open source software, unless MAGNIFAI components are provided under an OSS License or a third-party OSS License requires its license terms to prevail.




2. No License Provided. Customer acknowledges and agrees that it is Customer’s sole responsibility to obtain any additional third-party licenses required to make, have made, use, have used, sell, import, and offer for sale Customer’s products or services that include or incorporate any Separate Components, including, without limitation, audio and/or video encoders and decoders and implementations of technical standards. Globant does not grant to Customer under the Agreement any necessary patent or other rights, including standard essential patent rights, with respect to any Separate Components.

OWNERSHIP, ATTRIBUTION AND FEEDBACK

1. Globant Ownership. The License, including all Intellectual Property Rights, are and will remain the sole and exclusive property of Globant, LLC. Except as expressly granted in this Agreement, (i) Globant reserves all rights, interests and remedies in connection with MAGNIFAI, and (ii) no other license or right is granted to Customer by implication, estoppel or otherwise.




2. Attribution. Customer may not change or remove copyright or other proprietary notices in the License or misrepresent the authorship of the License, and Customer must cause any modified files to carry prominent notices stating that Customer changed the files such that modifications are not misrepresented as an original License. Except as necessary to give attribution to works as described in this section, Customer is not granted any trademark license under this Agreement.




3. Feedback. Customer may, but is not obligated to, provide Feedback to Globant. Customer represents any Feedback, will not contain any confidential information of the Customer, and any Feedback will not create any confidentiality obligation for Globant. If Customer provides Feedback, Customer hereby grants Globant, its Affiliates and its designees a non-exclusive, perpetual, irrevocable, sublicensable, worldwide, royalty-free, fully paid-up, and transferable license, under Customer’s Intellectual Property Rights, to publicly perform, publicly display, reproduce, use, make, have made, sell, offer for sale, distribute (through multiple tiers of distribution), import, create derivative works of, and otherwise commercialize and exploit the Feedback for any purpose at Globant’s discretion. Customer agrees that Customer will not give Feedback (i) that Customer has reason to believe is subject to any restriction that impairs the exercise of the grant stated in this section, such as third-party Intellectual Property Rights; or (ii) subject to license terms which seek to require any product incorporating or developed using such Feedback, or other intellectual property of Globant or its Affiliates, to be licensed to or otherwise shared with any third party. Customer represents and warrants that Customer has sufficient rights in any Feedback that Customer provides to grant the rights described above.

PAYMENT TERMS AND TAXES

1. Fees/Invoices. Customer may purchase a MAGNIFAI Subscription separately from Globant or it may be purchased to Customer as part of an executed Master Service Agreement (“MSA”) and executed Statement of Work (“SOW,” and collectively the “Underlying Agreements”). 




1. When purchasing separately from Globant, the following terms apply: Fees for the Subscriptions are set forth in the MAGNIFAI Subscription Form and are payable pursuant to the terms of such form. Unless otherwise expressly indicated in the Subscription Form, fees will be invoiced upon Customer’s purchase, are payable upon invoice and are expressed in U.S. Dollars. Each Subscription Form placed are non-cancelable and fees received are non-refundable. All amounts not paid when due will accrue interest (without the requirement of a notice) at the lower of 1.5% per month or the highest rate permissible by law until the unpaid amounts are paid in full.




2. When purchasing as part of an Underlying Agreement: Fees for MAGNIFAI shall be agreed to in the applicable SOW and payable in accordance with the MSA payment terms. 




2. Taxes. Payment of fees shall be made in full without deduction for or on account of any present or future foreign taxes or duties of whatever nature that may be imposed under this Agreement.




3. Past Due Payment. If any payment is past due from Customer, Globant reserves the right to suspend or terminate the MAGNIFAI Subscription, in addition to any other remedies it may have, until the payment delinquency is corrected. Payment obligations survive any expiration or termination of the Agreement.




4. Price Changes. Any price change will only apply to purchases after the price change.

TERMINATION

1. Automatic License Termination. Customers license terminates automatically without notice from Globant at the earlier of the expiration or termination date on the applicable MAGNIFAI Subscription Form or by either party for convenience with thirty (30) days prior written notice to the other party.




2. Termination of the Underlying Agreement. If Customer purchased MAGNIFAI as part of an Underlying Agreement, the Customers license terminates automatically without notice by Globant at the earlier of the expiration or termination date of the applicable Underlying Agreement.




3. Termination Due to Violation. Globant may immediately terminate this Agreement or any MAGNIFAI Subscription Form (i) if Customer’s use of the License materially breaches the terms of the Agreement, or violates the rights of others, or violates applicable laws and regulations, (ii) if Customer commences or participates in any legal proceeding against Globant with respect to the License or (iii) as needed, in Globant’s reasonable judgment, to comply with laws and regulations. If Globant’s termination basis is breach and the breach is curable, Customer shall have fifteen (15) days from the date of notification to cure the breach, or five (5) days to cure if the breach is of a payment obligation.




4. Effects of Termination. Upon any expiration or termination of the Agreement or MAGNIFAI Subscription Form, any fees owed to Globant become immediately due and payable even if longer terms have been agreed earlier. Customer agrees to promptly discontinue use of MAGNIFAI and destroy all copies in Customer’s possession or control (including any licenses in use by Customer’s authorized users). Upon written request, Customer will certify in writing that Customer has complied with Customer’s commitments under this section.




5. MAGNIFAI Support Termination. MAGNIFAI Support ends (i) at the earlier of the expiration or termination date on the MAGNIFAI Subscription Form or (ii) upon termination for breach or convince of a party and in any case no credit or refund will be provided to Customer.




6. Survival. All provisions of the Agreement which by their nature should survive termination will survive termination.

WARRANTY DISCLAIMER

THE MAGNIFAI LICENSE IS PROVIDED BY GLOBANT AS-IS AND WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GLOBANT DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO OR ARISING UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USAGE OF TRADE AND COURSE OF DEALING. WITHOUT LIMITING THE FOREGOING, GLOBANT DOES NOT WARRANT THAT THE LICENSE WILL MEET CUSTOMER’S REQUIREMENTS; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT ANY CERTAIN CONTENT WILL BE AVAILABLE; OR THAT LICENSE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO INFORMATION OR ADVICE GIVEN BY GLOBANT WILL IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY EXPRESSLY PROVIDED IN THIS AGREEMENT.

LIMITATION OF LIABILITY

1. Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL GLOBANT BE LIABLE FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR (II) DAMAGES FOR THE (A) COST OF PROCURING SUBSTITIVE GOODS, OR (B) LOST PROFITS, REVENUE, USE, DATA OR GOODWILL ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR THE PERFORMANCE OF MAGNIFAI WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF GLOBANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A PARTY’S REMEDIES FAIL THEIR ESSENTIAL PURPOSE. 




2. Damages Capped. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GLOBANT’S TOTAL CUMULATIVE AGGREGATE LIABILITY FOR ANY AND ALL LIABILITIES, OBLIGATIONS OR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE NET AMOUNT PAID BY CUSTOMER UNDER AN ACTIVE MAGNIFAI SUBSCRIPTION FORM OR UNDERLYING AGREEMENT GIVING RISE TO THE CLAIM BEFORE THE LIABILITY AROSE (OR NO MORE THAN TEN USD ($10.00) IF THE CUSTOMER OBTAINED SUCH MAGNIFAI LICENSE AT NO CHARGE).

GOVERNING LAW.

The Agreement will be governed by the laws of the United States and the laws of the State of Delaware, without regard to conflict of laws principles or the United Nations Convention on Contracts for the International Sale of Goods. If, however, MAGNIFAI is purchased as part of an Underlying Agreement, this Agreement will be governed by the laws as stated in the Underlying Agreement. 

GENERAL

1. Assignment. Globant may assign, delegate or transfer its rights or obligations under this Agreement by any means or operation of law. Customer agrees that Customer will not transfer or assign this Agreement or any Customer’s rights and obligations by any means or operation of law without Globant’s prior written consent. Any attempted assignment not approved by Globant in a signed writing will be void and of no effect.




2. Notices. If Globant needs to contact Customer about the License, Customer consents to receive notices electronically. Customer is responsible for keeping Customer’s notification email current. The parties agree that electronic notice will satisfy any legal communication requirements, and that email notices will be treated as received when the email is sent. Customer is required to send legal notices to Globant, LLC, 875 Howard Street, Suite 320, San Francisco, CA 94103, United States of America, Attention: Legal Department, with an emailed copy to gcoffice@globant.com.




3. Trade and Compliance. Customer agrees to comply with all applicable export, import, trade and economic sanctions laws and regulations, including U.S. Export Administration Regulations and Office of Foreign Assets Control regulations. Customer confirms that Customer will not export or reexport any products or technology, directly or indirectly, without first obtaining any required license or other approval from appropriate authorities, (i) to any countries that are subject to any U.S. or local export restrictions (currently including, but not necessarily limited to, Cuba, Iran, North Korea, Syria, the Region of Crimea, Donetsk People’s Republic Region and Luhansk People’s Republic Region); (ii) to any end user who it knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, missiles, rocket systems, unmanned air vehicles, or any weapons of mass destruction; (iii) to any end-user who has been prohibited from participating in the U.S. or local export transactions by any governing authority; or (iv) to any known military or military-intelligence end-user or for any known military or military-intelligence end-use in accordance with U.S. trade compliance laws and regulations. 




4. Government Rights. The License, documentation and technology (“Protected Items”) are “Commercial products” as this term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in, respectively, 48 C.F.R. 12.212 and 48 C.F.R. 227.7202 & 252.227-7014(a)(1). Before any Protected Items are supplied to the U.S. Government, Customer will (i) inform the U.S. Government in writing that the Protected Items are and must be treated as commercial computer software and commercial computer software documentation developed at private expense; (ii) inform the U.S. Government that the Protected Items are provided subject to the terms of this Agreement; and (iii) mark the Protected Items as commercial computer software and commercial computer software documentation developed at private expense. In no event will Customer permit the U.S. Government to acquire rights in Protected Items beyond those specified in 48 C.F.R. 52.227-19(b)(1)-(2) or 252.227-7013(c) except as expressly approved by Globant in writing.




5. Force Majeure. Except for payment of fees or taxes, neither party will be liable during an instance of Force Majeure.




6. Entire Agreement. Regarding the subject matter of this Agreement, the parties agree that (i) the Agreement constitutes the entire and exclusive agreement between the parties and supersedes all prior and contemporaneous communications and (ii) any additional or different terms or conditions, whether contained in purchase orders, order acknowledgments, invoices or otherwise, will not be binding and are null and void.




7. Severability. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect.




8. No Waiver. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term, and Globant’s failure to assert any right or provision under the Agreement will not constitute a waiver of such right or provision.




9. Independent Contractors. The parties are independent contractors, and this Agreement does not create a joint venture, partnership, agency or other form of business association between the parties. Neither party will have the power to bind the other party or incur any obligation on its behalf without the other party’s prior written consent.




10. Independent Development. Nothing in the Agreement will be construed to limit or restrict either party from independently developing, providing, or acquiring any materials, services, products or technology that are similar to the subject of this Agreement, provided that the party does not breach its obligations under this Agreement in doing so.




11. Construction. The parties and their respective counsel have negotiated this Agreement and it will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party. The headings in this Agreement are included solely for convenience and are not intended to affect the meaning or interpretation of this Agreement. As required by the context of this Agreement, the singular of a term includes the plural and vice versa. 




12. Contact. For any questions regarding this Agreement, please contact Globant at support@magnif.ai.