End User License Agreement - EULA

The following end-user license agreement (“EULA”) constitutes a legally binding agreement between you, or, if applicable, your employer (“You,” “Your,” or “User”), and Globalization Partners LLC and its affiliates (the “Company” or “G-P”).

This EULA governs Your use of the G-P software platform, including, without limitations, any AI Tools, mobile applications, or client-side components, which you download to allow you to access the software as a service component offered by the Company online and any related Documentation (collectively and individually, the “Platform”). You may not use or access the Platform unless you agree to the terms of this EULA.

BY CLICKING THE “ACCEPT” BUTTON, DOWNLOADING, ACCESSING, OR USING ANY PART OF THE PLATFORM OR THIRD PARTY SERVICES CONTAINED THEREIN, YOU ACKNOWLEDGE THAT YOU HAVE (A) READ AND UNDERSTAND THE TERMS AND CONDITIONS CONTAINED IN THIS EULA; (B) REPRESENT THAT YOU ARE (i) OF LEGAL AGE AND POSSESS THE MENTAL CAPACITY TO ENTER INTO A BINDING AGREEMENT AND (ii) IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF YOUR EMPLOYER, THAT YOU ARE AUTHORIZED TO BIND YOUR EMPLOYER TO THE TERMS AND CONDITIONS OF THIS EULA; AND (C) ACCEPT THIS EULA ON BEHALF OF YOURSELF OR, IF APPLICABLE, YOUR EMPLOYER AND AGREE THAT YOU, OR, IF APPLICABLE, YOUR EMPLOYER, ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE WITH THE TERMS OF THIS EULA, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE PLATFORM.

1.1 “Artificial Intelligence” or “AI” means the field of study which combines computer science and robust datasets to enable problem-solving; and often is also applied to describe intelligence – perceiving, synthesizing, and inferring information – demonstrated by machines, as opposed to intelligence demonstrated by humans. The term “AI” is frequently applied to machine systems endowed with the intellectual processes characteristic of humans, such as the ability to reason, discover meaning, generalize, or learn from experience.

1.2 “AI Tool” means a software application constituting part of the Platform, including AI-driven bots (Generative AI), that uses AI technology to perform specific tasks and solve business problems, which is used or developed by G-P for use by G-P and G-P customers and prospects.

1.3 “Authorized Users” means the individual persons authorized to use the Platform pursuant to the license granted under this EULA, including, but not limited to any user given access to the Platform through G-P or an authorized third party of G-P.

1.4 “Confidential Information” has the meaning set forth in Section 5.1.1.

1.5 “Documentation” means user manuals, technical manuals, and any other materials provided by the Company, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Platform.

1.6 “Feedback” has the meaning set forth in Section 6.2.

1.7 “HR Data” means information regarding a Professional/You and their/Your employment by the Company. It may include, without limitation, Your/the Professional’s name, employment title, contact email, position information, employer information, geography, and other information. It may be entered into the Platform by the Company or by You or Your Authorized Users.

1.8 “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.

1.9 “Master Agreement” means the applicable agreement executed between You and G-P, if any, which also includes a right for You to access and use the Platform pursuant to the terms of this EULA.

1.10 “Personal Information” has the meaning set forth in Section 5.1.2.

1.11 “Professional” means You (if a G-P employee), or current or prospective employees selected by You and employed by G-P pursuant to a Master Agreement.

1.12 “Services” means You (if a G-P employee), or current or prospective employees selected by You and employed by G-P pursuant to a Master Agreement.

1.13 “Platform” has the meaning set forth in the preamble.

1.14 “Term” has the meaning set forth in Section 12.1.

1.15 “Third Party Services” means the third party services integrated with or accessed through the Platform.

1.16 “User Data” means the login credentials, password, contact email, and other user authentication information, if any, which You or Your Authorized Users enter into the Platform in order to access and use the Services, and which is not HR Data.

1.17 “Recruitment Data” means data insights, dashboards, or data visualizations reflecting compiled compensation, labor market reporting (e.g., occupations, wages, etc.), and other related information for Professionals we recruit, engage, or employ at your request, which information is accessed through the Platform.

2.1 Order of Authority. The Platform is provided to You to allow You access to the Services. This EULA pertains only to the use of the Platform and does not supersede the Master Agreement, the Privacy Notice, or any other agreements executed between You and the Company, including, if applicable, any employment or contractor agreement, unless expressly stated herein. In the specific case of a conflict between this EULA and a Master Agreement, the Master Agreement will control. The more protective agreement will apply in the case of a conflict in regard to the treatment or handling of intellectual property or confidential information. The Company reserves the right to change or update the terms of this EULA at any time at its sole discretion. If the Company changes the EULA, we will provide you with written notice of the change through the email address we have on file for You. Your use of the Platform after receipt of such email will constitute Your consent to such change.

2.2 Updated and Upgrades. The Platform is offered primarily as software-as-a-service (SaaS) accessible by remote access in the cloud via an internet connection. The Platform is maintained centrally in a cloud hosting environment by G-P for all our clients. G-P centrally installs software upgrades, enhancements, and bug fixes in the cloud hosted environment. Therefore, the Platform accessible to the user should be the most current generally available production version.

3.1 License Grant and Scope. Subject to and conditioned upon payment of the applicable fees and Your and Your Authorized Users strict compliance with all terms and conditions set forth in this EULA, the Master Agreement, and the Privacy Notice (as applicable), the Company hereby grants You a non-exclusive, royalty-free, non-transferable, non-sublicensable limited license during the Term to use the Platform solely by You or Your Authorized Users as set forth in this Section 3.1 and subject to all conditions and limitations set forth in Section 4 or elsewhere in this EULA. This license grants You the right, exercisable solely by You and Your Authorized Users, to: (a) use and to access the Platform in accordance with this EULA and the Documentation and solely for Your internal business purposes; and (b) download information from the Platform to the temporary memory on a laptop, workstation, computer, or mobile device solely for Your internal business use, provided that any downloaded information is treated in accordance with data privacy provisions of the Master Agreement and/or Privacy Notice between You and G-P. If You use the Platform as an employee of a customer or on behalf of a company or other form of entity (such as Your employer), please note that such company or entity may have a separate written agreement with G-P regarding Your access and usage privileges for the Platform. Notwithstanding the foregoing, except to the extent expressly set forth in such agreement, Your individual use of the Platform will be subject to the obligations and restrictions regarding the use of the Platform as set forth in this EULA.

4.1 User Limitations. The foregoing license is limited. You and Your Authorized Users may not directly or indirectly reverse engineer, copy, store, reproduce, transmit, distribute, display, rent, lease, lend, sell, modify, alter, license, sublicense, or commercially exploit any data provided by the Company through the Platform, including data generated by AI Tools developed by G-P and made available to You, in any manner not expressly permitted by this EULA. In addition, except as expressly permitted by this EULA You may not, and You may not allow any Authorized Users or third parties to, (i) modify, translate, decompile, create any derivative work(s) of, copy, distribute, or disassemble the Platform or any part thereof; (ii) reverse engineer the Platform or access or attempt to create or recreate the source code from the Platform; (iii) broadcast, transmit, or publish the Platform; (iv) remove or alter any proprietary notices or labels from the Platform; (v) sell, market, license, sublicense, distribute, or otherwise grant to any person or entity any right to use the Platform except to the extent expressly permitted in this EULA; (vi) modify, adapt, tamper with, translate, replicate, or combine or merge any part of the Platform with or into any other software or documentation; or refer to or otherwise use the Platform as part of any effort to develop software (including, without limitation, any routine, script, code, or program) having any functional attributes, visual expressions, or other features similar to or competitive with those of the Platform; (vii) create a computer program substantially similar in whole or in part in its expression to the Platform, including without limitation expressions of the Platform in other computer languages; (viii) grant or purport to grant any security interest in the Platform; or (ix) otherwise use the Platform in any manner not expressly permitted herein.

4.2 No Implied License. You acknowledge and agree that this EULA in no way shall be construed to provide to You, Your Authorized Users, or any third party, any express or implied license to use, copy, or otherwise exploit the Platform, Documentation, or any portion thereof (including any intellectual property embodied therein) except as expressly set forth in Section 3.1. The Company reserves all rights in and to the Platform not expressly granted to You in this EULA.

4.3 User Obligations. The Platform is operated and/or controlled by, or licensed to, the Company and all of the information, communications, photos, images, text, video, graphics, music, sounds, user interfaces, visual interfaces, and other materials contained on the Platform are intended for the lawful use of the Company’s Authorized Users and the Professionals. The Platform is not a children’s site and G-P does not solicit data from children or market to children. By accessing the Platform, You acknowledge and agree that You are at least 16 years of age. You further acknowledge and agree that You will, at all times, provide true, accurate, current, and complete information when submitting User Data through the Platform. Authorized Users are not permitted to share login or password information and You agree that you will prevent them from doing so. In addition, You agree not to use the Platform to engage in any unfair or deceptive practices and will abide by all applicable local, state, federal, and international laws and regulations with respect to Your use of the Platform, including without limitation applicable laws with respect to data privacy and data security as may be applicable to each Professional’s data You access through the Platform. You further acknowledge and agree that nothing on the Platform shall be interpreted as offering tax, financial, or legal advice.

4.4 Representations and Warranties of User: You agree to (a) immediately notify the Company of any known or suspected unauthorized use(s) of any of Your Authorized User’s passwords or accounts, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of Your password, credit card information, banking information, or personal information; and (b) ensure that all Authorized Users exit from their account at the end of each session. The Company shall not be liable for any injury, loss or damage of any kind arising from or relating to Your failure to comply with (a) and (b) or for any acts or omissions by You, any Authorized User or someone else using any of Your Authorized User’s accounts and/or passwords.

5.1Definitions.

5.1.1 Confidential Information. As used in this EULA, the term “Confidential Information” means all confidential or proprietary information belonging to G-P and disclosed or made available to You whether orally, in writing, by computer memory or other media, 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. Confidential Information includes, but is not limited to, (a) the Services, all pricing and pricing proposals presented to You by G-P and the terms and conditions of this EULA; (b) G-P’s business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by G-P to You; and (c) all reports, analyses, compilations, studies, Recruitment Data, or other documents prepared by G-P or its affiliates, directors, employees, agents, and/or contractors which contain or otherwise reflect any Confidential Information of G-P. Confidential Information does not include information that You can document: (i) is or becomes (through no improper action or inaction by You or any affiliate, agent, consultant or employee) generally available to the public; (ii) was in Your possession or properly known by You, without restriction, prior to receipt from G-P; (iii) was rightfully disclosed to You by a third party without restriction; or (iv) is independently developed by You subsequent to such disclosure, by employees without access to, or use of, G-P’ Confidential Information.

5.1.2 Personal Information: Personal Information is any information that identifies or could be used, either by itself or when combined with other information, to identify a natural person a “Data Subject”), including: (i) names, signatures, addresses, telephone numbers, photographs, email addresses, passport information, and other unique identifiers; (ii) financial account number(s); credit report information, with or without any security code, access code, personal identification number or password that would permit access to any Data Subject’s financial account; or (iii) information that may be used to authenticate a Data Subject, including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, and other personal identifiers.

5.2 Restrictions on Use. You agree to hold in strict confidence and not to use any Confidential Information of G-P for any purpose whatsoever except to the extent necessary in order to perform Your obligations or exercise Your rights under this EULA. Further, You acknowledge and agree that the Platform contains proprietary information and content that is protected by Intellectual Property Rights and other laws and may not be used except as provided in this EULA without the prior written consent of G-P.

5.3 Personal Information. You acknowledge and agree that the Platform contains Personal Information, and by using the Platform, you expressly agree to and acknowledge receipt of the applicable privacy notice(s) You were presented with upon your initial use of the Platform (“Privacy Notice”). By using the Platform, You may access reports and other information that may contain Confidential Information and/or Personal Information. You represent and warrant that Your collection, access, use, storage, disposal, and disclosure of the Confidential Information and/or Personal Information available through the Platform will protect the Confidential Information and/or Personal Information against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and You will provide a level of security appropriate to the risk represented by the processing and the nature of the Confidential Information and/or Personal Information to be protected. You further represent and warrant that you will not send lists, compilations, or reports containing any confidential information of a Professional and/or Personal Information through non-secure email formats or otherwise make such information accessible in a non-secure fashion. You shall, upon G-P’s request, provide G-P with reasonable assistance required to respond to any communication received by G-P from any individual relating to that individual’s rights to access, modify, or correct the Personal Information relating to that person. When You or Your Authorized Users have determined that such Personal Information or confidential information of a Professional is no longer needed, such information must be destroyed pursuant to the laws appliable to such information (such as shredded, obscured, or deleted so that the Personal Information or confidential information of a Professional is undecipherable). You are responsible for complying with all state, federal, and international security breach and privacy laws with respect to the handling and destruction of the Personal Information and/or confidential information of a Professional, including but not limited to, notification requirements that may be triggered in the event of a compromise of any Personal Information and/or confidential information of a Professional. If, after accessing the Platform, you make a determination that You cannot meet the obligations under this Agreement, You agree to (i) logout of the Platform immediately, (ii) notify G-P as soon as possible, and to (iii) delete or destroy all Personal Information you copied, downloaded, extracted, or received from the Platform.

6.1 Ownership of Platform. Notwithstanding any provision of this Agreement, You acknowledge and agree that the Platform and Documentation are provided under license and not sold. Accordingly, You expressly acknowledge and agree that the Company transfers no ownership or Intellectual Property Rights in and to the Platform and/or Documentation to You, Your Authorized Users, or any third party. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and Documentation as well as the design, structure, selection, coordination, expression, look and feel, and arrangement of any content contained on or available through the Platform, including AI Tools and content generated by AI Tools, unless otherwise indicated, are owned, controlled, or licensed by the Company and its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as any other applicable state, national, and international laws and regulations. You do not acquire any ownership interest in the Platform or Documentation under this EULA, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this EULA. The Company, its licensors, and service providers reserve and shall retain their entire right, title, and interest in and to the Platform and all Intellectual Property Rights arising out of or relating to the Platform, except as expressly granted to You in this EULA. The Company’s trademarks, and all other names, logos, and icons identifying the Company and its programs, products, and services are proprietary trademarks of Company, and any use of such marks, including, without limitation, as domain names, without the express written permission of Company is strictly prohibited. Other service and entity names mentioned in the Platform are the respective owners of their trademarks and/or service marks.

6.2 Feedback. The Company welcomes Your feedback, comments, questions, ideas, and/or suggestions about the Company’s products, services, or the Platform (collectively, “Feedback”). By providing Feedback to the Company, You represent and warrant that such Feedback does not infringe or violate the Intellectual Property Rights of any third party and that You have all rights necessary to convey to the Company and enable the Company to exploit such Feedback free from restrictions. The Company may, in connection with any of its products, services, and/or Platform freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on Intellectual Property Rights or otherwise without additional approval or payment of any consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and You hereby waive any claim to the contrary.

6.3 Data. The Company may access User Data for the purpose of providing services related to the Platform, including proper function of the Platform, responding to Your service requests, and the on-going maintenance and enhancement of the Platform. The Company may not directly expose, market, or sell any User Data. The Company may include User Data in aggregation operations for the purposes of system maintenance, market research, and product development, provided that the Company will not publish or disclose any data in such a manner as to allow any of Your User Data to reasonably be determined and/or linked back to You. Aggregated data is metadata (data about data) derived from multiple constituent data sources. The metadata developed by the Company with access to your User Data is the sole and exclusive property of the Company and may be incorporated into products and services at its sole discretion. Subject to the limited rights granted by You to the Company hereunder, You own all right, title, and interest and any and all Intellectual Property Rights in and to Your User Data. HR Data is the sole and exclusive property of the Company.

The Platform may contain Third Party Services and may rely on those Third Party Services for certain Platform functionality. You or Your Authorized Users’ use of the Platform may enable access to such Third Party Services, applications, and websites. You agree that you will not use any Third Party Services in a manner that is inconsistent with the terms of this EULA or in a manner that infringes on or otherwise violates the Intellectual Property Rights of any third party. The Company is not in any way responsible or liable for You or Your Authorized Users’ use of the Third Party Services.

Depending on the requirements of the Third Party Service, the Company may serve as administrator of the Third Party Service or may require You to do so. In the event the Company serves as an administrator of such Third Party Services, Company may provide account administration services including authentication of Authorized Users, setting Authorized User roles, permissions, access management, and providing end-to-end lifecycle management services for Authorized Users use of such Third Party Services.

Your, or Your Authorized Users’, use of Third Party Services may be subject to a separate agreement between You and the operators of such Third Party Services. Any breach by You or Your Authorized Users of any such Third Party Services agreements is also a breach of this EULA. You shall be solely responsible for You or Your Authorized Users use of Third-Party Services, and the Company shall not be liable in any way for Your or Your Authorized Users use of Third Party Services. In connection with Your or Your Authorized Users use of Third Party Services, You represent and warrant that neither You nor Your Authorized Users will:

• Disclose or purport to grant any sublicense in any Intellectual Property Right in any Third Party Service;
• Send or store material containing software viruses, Trojan horses, worms, or other harmful computer codes, files, scripts or programs on any Third Party Services; or
• Interfere with the Third Party Services or disrupt the integrity of the data contained therein.

8.1 Limited Warranties. The Company warrants only that it will provide the limited warranties, if any, set forth in Your applicable Master Agreement or any applicable Terms of Use.

8.2 DISCLAIMER. WHILE COMPANY ENDEAVORS TO PROVIDE RELIABLE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS, INCLUDING AI TOOLS AND DATA GENERATED BY AI TOOLS, THE PLATFORM IS PROVIDED ON AN AS-IS AND AS AVAILABLE BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. NOTHING CONTAINED IN THE PLATFORM CONSTITUTES LEGAL ADVICE. YOU ASSUME THE SOLE RISK OF USING THE PLATFORM AND OF RELIANCE ON ANY INFORMATION CONTAINED THEREIN. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN SECTION 8.1, COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE PLATFORM FOR ANY PURPOSE OTHER THAN AS REQUIRED BY LAW, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY US STATE. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN SECTION 8.1, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT THE PLATFORM WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY DOWNLOADABLE FILES OR INFORMATION WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. This provision is intended to supplement and not supersede the terms of the Master Agreement, if applicable, and other applicable agreements between the Company and the User.

You hereby expressly absolve and release the Company from any claim of harm resulting from a cause beyond the Company’s control arising from Your or Your Authorized Users use of the Platform, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone, cellular, or Internet outages, or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions as it relates to Your or Your Authorized Users use of the Platform. You acknowledge and agree that that use of the Services and/or Platform is not a term or condition of Your or Your Authorized Users’ employment.

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE PLATFORM, WITH THE DELAY OR INABILITY TO USE THE PLATFORM, OR FOR ANY INFORMATION, THIRD PARTY SERVICES, PROGRAMS, PRODUCTS, AI TOOLS AND MATERIALS AVAILABLE THROUGH THE PLATFORM, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S AGGREGATE LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE IN RESPECT OF ALL OR ANY LOSSES ARISING UNDER, OR IN RELATION TO, THIS AGREEMENT SHALL BE LIMITED (I) AS SET FORTH IN YOUR APPLICABLE MASTER AGREEMENT; OR IN THE EVENT YOU HAVE NOT EXECUTED A MASTER AGREEMENT WITH COMPANY, (II) TO THE AGGREGATE SUMS ACTUALLY PAID BY YOU TO COMPANY FOR USE OF THE PLATFORM IN THE SIX MONTHS PRECEDING THE MONTH IN WHICH THE BREACH OCCURRED. IN THE EVENT SUCH REMEDY IS FOUND TO FAIL OF ITS ESSENTIAL PURPOSE, THE AGGREGATE LIABILITY OF COMPANY HEREUNDER SHALL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED FIVE THOUSAND DOLLARS ($5,000). THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO DAMAGES ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, PERSONAL INJURY OR DEATH.

10.1 USE OF AI TOOLS G-P uses AI Tools, including AI-driven bots (Generative AI), to develop the Company’s products and ensure the highest-quality Services.

AI Tools, such as AI-driven bots, provide a high level of efficiency and make it possible to generate data faster and more precisely compared to non-AI-based solutions. G-P (a) uses AI Tools, including AI-driven bots, in compliance with the applicable laws, licenses, agreements, and consents; (b) has not, on purpose, included in AI Tools any Confidential Information, trade secrets, or sensitive personal information, (c) has not used AI Tools to develop Intellectual Property Rights affecting current G-P’s ownership or rights therein.

10.2 ACKNOWLEDGMENT OF AI RISKS While G-P maintains the highest standards of maintenance and development of AI Tools, including human oversight and frequent content reviews, there may be times when these AI Tools will have performance issues.

You acknowledge that any use of AI and AI Tools, including Generative AI, involves certain risks, such as bias, security risk, unpredictability of the system, privacy risk, improper use by end users, including inserting incorrect data into AI Tools, including AI-driven bots. G-P takes all reasonable measures, including preventive ones, to reduce risks related to AI, including measures implemented in internal policies and procedures, and following the applicable laws. Still, G-P cannot guarantee a lack of risks related to the use of AI Tools. You acknowledge this risk and agree that G-P cannot be held responsible for any errors, issues, complications, delays, damages, losses, claims, or other undesired outcomes resulting from Your use of AI Tools. You agree to hold the Company harmless for any damages, claims, or other negative consequences sustained by You as a result of using AI Tools, including AI-driven bots.

This EULA, and any disputes arising out of or related to it, will be governed by and construed and enforced solely in accordance with the laws of:

The Republic of Ireland, if Customer is located in Australia, Austria, Belgium, Bulgaria, Croatia, Republic of Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, India, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, New Zealand, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, the United Arab Emirates, or the United Kingdom

The Republic of Singapore, if Customer is located in Brunei, China, Cambodia, Indonesia, Japan, Laos, Malaysia, Myanmar, the Philippines, Singapore, South Korea, Thailand, and Vietnam.

The Commonwealth of Massachusetts, U.S.A., if Customer is located anywhere else.

Both parties agree to submit to the exclusive jurisdiction of the courts located in the applicable jurisdiction for the choice of law listed above. You also agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this EULA. Any claim You might have against the Company arising from this EULA and/or Your use of the Platform must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred, unless prohibited by applicable law. You also acknowledge and agree that the Uniform Computer Information Transactions Act or any implementation of such Act (including any available remedies or laws) shall not apply to this EULA and is hereby disclaimed. You access the Platform of Your own volition and are responsible for compliance with all applicable local laws with respect to Your access and use of the Platform and the data contained therein. A printed version of this EULA and any related notice shall be given in electronic form and shall be admissible in judicial or administrative proceedings based upon or relating to this EULA to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. This EULA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

12.1 Term. This EULA and Your right to use the Platform takes effect at the earlier of the moment You click ACCEPT on first authentication of the Platform and is effective until terminated as set forth below (“Term”).

12.2 Termination by Company. Your right to use and access the Platform with respect to a given Professional(s), as well as Your license to use the Platform for purposes related to that Professional(s), will terminate thirty (30) days after the termination of employment of such Professional(s) or, in the event a Professional does not complete onboarding, thirty (30) days after the onboarding attempt ends. In addition, the Company reserves the right to terminate or suspend Your or Your Authorized Users’ rights to use the Platform or to deny Your or Your Authorized Users’ access to the Platform, or any portion thereof, at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity; breach of Your or Your Authorized Users’ obligations to treat the data in accordance with this EULA and/ or the data protection requirements of the Master Agreement or Privacy Notice (as applicable); any actions or omissions that violate any term or condition of this EULA or any license offered by the Third Party Services; to protect the Company’s goodwill and/or its business; and/or to protect other Company clients. This EULA will also terminate automatically if You or Your Authorized Users fail to comply with its terms, subject to the survival rights of certain provisions identified below. Such termination by the Company will be effective immediately.

12.3 Termination by User. You may terminate this EULA at any time ceasing to use the Platform and destroying all copies You have of any materials associated with or locally installed portions of the Platform and the Documentation.

12.4 Effect of Termination. Upon termination of this EULA in its entirety, You must destroy all copies of any aspect of the Platform and Documentation in Your possession, as well as all of its component parts, including but not limited to all data downloaded from the Platform. You acknowledge that You will not have access to the Data on a given Professional more than thirty (30) days after the employment of such Professional ends, or, in the event a Professional does not complete onboarding, thirty (30) days after the onboarding attempt ends, whether upon termination of this Agreement or otherwise.

12.5 Survival. Any terms of this EULA, which by their nature should survive termination of the EULA, shall survive such termination, including without limitation Sections 1, 2.1, and Sections 4 through 12.

13.1 Injunctive Relief. You acknowledge that any breach, threatened or actual, of this EULA will cause irreparable injury to the Company, such injury would not be quantifiable in monetary damages, and the Company would not have an adequate remedy at law. You, therefore, agree that the Company shall be entitled, in addition to other available remedies, to seek an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of Your or Your Authorized Users’ obligations under any provision of this EULA. Further, You hereby waive any requirement that the Company post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Company to enforce any provision of this EULA.

13.2 Export Regulation. The Platform and Documentation may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Platform or Documentation to, or make the Platform or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval) prior to exporting, re-exporting, releasing, or otherwise making the Platform or Documentation available outside the US.

13.3 No Third Party Beneficiaries; Assignment. The parties agree that this EULA is for the benefit of the parties hereto as well as the Company’s licensors. Accordingly, this EULA is personal to You, and You may not assign Your rights or obligations to any other person or entity without the Company’s prior written consent.

13.4 Waiver; Severability. Failure by the Company to insist on strict performance of any of the terms and conditions of this EULA will not operate as a waiver by the Company of that or any subsequent default or failure of performance. If any provision (or part thereof) contained in this EULA is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language.

13.5 Independent Relationship. No joint venture, partnership, employment, or agency relationship exists between You and the Company as a result of this EULA or Your utilization of the Platform.

13.6 Headings. Headings herein shall not be construed to have substantive meaning and are for convenience only.

13.7 Entire Agreement. This EULA represents the entire agreement between You and Company with respect to use of the Platform and it supersedes all prior or contemporaneous communications, demonstrations, and proposals, whether electronic, oral, or written between You and Company with respect to the Platform.

13.8 Notices. All notices under this EULA must be directed to legal@g-p.com.