Terms and Conditions

/ General terms and conditions for the use of the Augoor platform

Published Date: 01/01/24

These General Terms and Conditions (the “GTCs”) govern the use of the Augoor Platform (“Augoor”) owned by Augmented Coding US, LLC, and forms the basis for the Augoor Service relationship, as detailed in the applicable Augoor Subscription Form between the entity you represent or you individually if you do not designate an entity (the “Customer”) and Augmented Coding US, LLC or any of its Affiliates. Capitalized terms have the definitions set forth herein.By accessing Augoor and Data and/or using the Services, Customer hereby agrees to be bound to the GTCs set forth herein.

If the individual accepting these GTCs 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 GTCs, in which case the term “Customer” shall refer to such entity and its Affiliates. If the individual accepting these GTCs does not have such authority or does not agree with these GTCs, such individual must not accept these GTCs and may not use the Augoor Platform.

01 /

↳ Definitions

"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 Augoor.

“Affiliate” or “Affiliates” means a corporation that is related to another corporation by one owning shares of the other, by common ownership, or by other means of control.

“Anonymized Form” means, in respect of Data, in such a form as would not enable Customer or any other Augmented Coding US, LLC Customer to be identified, nor their input, nor specifics or individual inputs, nor contain any personal data.

“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.

“Augmented Coding US, LLC Materials” means Augoor, Data, Augmented Coding US, LLC Systems, as well as any and all other information, data, 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 Augoor Platform Services.

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

“Augmented Developer” means a software developer that, in addition to its role and seniority, has access to Augoor, plus any additional meaning given under the GTCs.

“Augoor” means the Augoor Platform, 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 any instructions or other components and all new versions, updates, revisions, improvements and modifications of the foregoing, developed and/or published by Augmented Coding US, LLC from time to time.

"Augoor Subscription Form" means the signed paper or electronic order form (including any exhibits, schedules, supplements, or addenda thereto) under which Customer ordered the applicable Augoor Platform Services to be provided by Augmented Coding US, LLC or any of its Affiliates.

“Customer” The individual or legal entity that enters into these GTCs, confirming its agreement and compliance thereto by its signature hereto.

“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.

“Data” means any piece of code, or other information submitted by Augmented Coding US, LLC or any third parties on Augmented Coding US, LLC’s behalf to Augoor, and any User Content, but for the purposes of clarity shall mean configuration and/or reference data but not transactional data as “output” which shall remain the intellectual property of the Customer, except as expressly licensed by these GTCs.

“Derivative Works” means any data of any kind resulting directly or indirectly from the manipulation, derivation, calculation and/or analysis of the Data, whether generated by human or machine and whether alone or in conjunction with other data, provided such Derivative Works is in an Anonymized Form and that it is created in such a way that it is not possible for a third party to reverse engineer the Data or any part of it.

“Effective Date” means the Launch Date on the Augoor Subscription Form when Augoor Services are made available to the Customer.

“End Date” means the date in which the Augoor Subscription Form when Augoor Services provided to the Customer shall terminate.

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

“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.

“Internal Use” means the use of Augoor, which is restricted to the internal operations of Augmented Coding US, LLC, including any use in the provisions of services to the Customers of Augmented Coding US, LLC on Augmented Coding’s behalf. Use of Augoor (or any part thereof) for the benefit of others, whether by means of a software as a service agreement, service bureau application, application service provider, outsourcing or other means of providing service to any third party or that has the purpose of directly producing revenue to any person different than any entity of Augmented Coding US, LLC will not be considered Internal Use.

“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).

"Release" means major updates that are deployed quarterly, encompassing new features, significant performance improvements, and essential bug fixes.

“Term” means the period of time from the Launch Date as stated on the Augoor Subscription Form during which the Customer is authorized to use Augoor until the End Date.

“User Content” means any questions or queries submitted by the Customer or any other Users to Augoor.”

“Users” means the Customer, the Augmented Developers (if applicable) or any other person that has been duly authorized by Augmented Coding US, LLC, directly or indirectly to access Augoor.

"Version" means minor updates released monthly, including security patches, minor bug fixes, and small enhancements.

02 /

↳ Modification to the GTC, Augoor and the data

Augmented Coding US, LLC may at its sole discretion modify, upgrade, update, amend or alter Augoor and/or Data and where the change is material to Augoor and/or Data, Augmented Coding US, LLC shall notify the Customer via service notifications, pop-up messages, emails to the associated account or any other means Augmented Coding US, LLC considers reasonable.

2.1 Augoor Update Policy
Frequency and Notification:
Releases: A "Release" refers to the distribution of a new version of our software to users. It encompasses all the modifications made to the software since the previous version, including new features, bug fixes, performance improvements, and security patches. Each release undergoes rigorous testing to ensure reliability and stability. Issued every three to six months. Customers will be notified 30 days in advance.
Versions: A "Version" of the software is identified by a unique version number, which follows a systematic versioning scheme. This number helps users and developers to track changes, understand the significance of the updates, and maintain consistency across different platforms and environments. Our versioning is typically in the format of 'Major.Minor.Patch' where major changes, minor improvements, and patches are clearly differentiated. Issued quarterly with a two-week prior notification.

/ Content Description:
⤍ Detailed release notes will accompany each update, outlining changes and new features for user clarity. 

2.2 Support for older versions
⤍ Comprehensive support is available for the current and two previous releases for up to 9 months post-release.
⤍ Version support is available for six months post-release.
/ End-of-Life (EOL) communication:
⤍ Customers will be notified through email 90 days before a version reaches its EOL, with reminders at 60 and 30 days.

2.3 Mandatory vs recommended updates
Mandatory updates:
⤍ Critical security updates must be implemented within 30 days of release.
⤍ Compliance-related updates will be flagged as mandatory.

/Recommended updates:
⤍ Non-critical but beneficial updates will be classified as recommended, with a suggested implementation timeline of 60 days.

2.4 Consequences of not updating
Detailed explanations of potential risks, such as security vulnerabilities or performance issues, will be provided for outdated software versions.

2.5 Update process
A step-by-step guide, including downtime estimations and rollback procedures, and dedicated support team will be provided for each update.

2.6 Contact and support
Dedicated support channels for pre-update consultation and post-update troubleshooting will be available, with response times within 24 hours for critical issues.

03 /

↳ Augoor purpose and license

3.1    Purpose.
/ Augoor works as a software system using artificial intelligence that, using semantic search, allows Users to carry out searches (such input remaining Augmented Coding US, LLC Materials which may be used to create Derivative Works or otherwise improve or modify Augoor) over a predefined amount of code (Data) in a systematic way, understanding the overall meaning of the query (the “Purpose”).

3.2    Access Credentials.
/ From the Effective Date until the End Date, Augmented Coding US, LLC shall provide the Customer with Access Credentials which will remain valid during the Term. The Customer shall be fully responsible for all activities that are performed using the Access Credentials and will hold Augmented Coding US, LLC harmless and indemnified for any damages resulting from any violations or misuse thereof. Furthermore, Customer represents that it will not share or otherwise disseminate the Access Credentials with any third parties, configure a robust password and avoid using such password for any other accounts the Customer manages.

3.3   Limited License of Augoor.
/ Subject to compliance with these GTCs, Customer’s Subscription Form and payment of applicable fees, Augmented Coding US, LLC and its Affiliates grants Customer a non-exclusive, non-assignable, non-sublicensable and non-transferable license (“License”) to access, install and use Augoor, during the Term, solely for Customer’s own internal business operations, in accordance with these GTCs and all Applicable Laws. Augmented Coding US, LLC acknowledges that all rights to the code submitted by the Customer, directly or indirectly, to Augmented Coding US, LLC for the Purpose of Augoor Services, on its own behalf or on behalf of any Customer Affiliate shall belong to the Customer or the relevant Customer Affiliate, as the case may be. Augmented Coding US, LLC further acknowledges that it shall not use the Data except as expressly licensed by the GTCs.  Except for the foregoing, no right, title or interest is transferred to the Customer and the Customer agrees not to use Augoor except for its own internal use.

04 /

↳ AI ethics.

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

4.1  /  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 Ensure 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.

4.2 /  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.

4.3 /  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.

4.3 /  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.

4.4 /  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.

4.5 /  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.

4.6 /  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.

4.7 /  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.

4.8 /  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.

4.9 /  Prohibited Uses:
/ Augmented Coding US, LLC expressly prohibits the use of Augoor (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.

05 /

↳ Augoor services

5.1 /  Subject to the GTCs herein, Augmented Coding US, LLC shall provide Augoor Services to the Customer which can be via the following means to be agreed between the parties prior to the grant of Access Credentials by Augmented Coding US, LLC to the Customer: 
⤍ 5.1.1    Access to Augoor and Data using the Systems of Augmented Coding US, LLC and any Hosted Services with use of source code that Augmented Coding US, LLC has chosen to index.
⤍ 5.1.2    Access to Augoor and Data with use of source code that Augmented Coding US, LLC  has chosen to index to be installed on Customer’s Systems with the use of Hosted Services.
⤍ 5.1.3    Access to Augoor and Data with use of Customer’s code to be installed on Customer’s Systems without the use of Hosted Services.

5.2 /  Augmented Coding US, LLC shall use commercially reasonable endeavors to make Augoor Services available during 24 hours a day, seven days a week, except for:
⤍ 5.2.1    Planned maintenance carried out during the maintenance windows as notified from time to time by Augmented Coding US, LLC to the Customer;
⤍ 5.2.2    Unscheduled maintenance provided that Augmented Coding US, LLC  has used reasonable endeavors to give Customer as much notice as reasonably practicable;
⤍ 5.2.3    Failure, interruption, outage or other problem with any software, hardware, system, network, facility or other matter not supplied by Augmented Coding US, LLC pursuant to the GTCs; or
⤍ 5.2.4    Disabling, suspension or termination of Augoor Services in accordance with the GTCs.

5.3 / Customer Systems. If it is determined that Augoor Services shall be provided in accordance with Clause 5.1.2 or Clause 5.1.3:
⤍ 5.3.1    Customer shall determine an administrator to immediately handle any requests or requirements made by Augmented Coding US, LLC  in order to have Augoor functional as expected, and to load and manage any Data to be incorporated in Augoor. The Customer represents and warrants that any designated administrator may only use Augoor for Internal Use.
⤍ 5.3.2    Customer shall at all times during the Term (a) set up and maintain in accordance with the instructions of Augmented Coding US, LLC, all Customer Systems on or through which Augoor Services are accessed or used; and (b) provide all cooperation and assistance as Augmented Coding US, LLC  may reasonably request to enable Augmented Coding US, LLC  to exercise its rights and perform its obligations under and in connection with the provision of Augoor Services and the GTCs.
⤍ 5.3.3    Customer acknowledges and agrees that Augmented Coding US, LLC is not responsible or liable for any delay or failure of performance caused by or resulting from, in whole or in part by Customer’s delay in performing, or failure to perform, any of its material obligations under the GTCs associated thereto.
⤍ 5.3.4 The Customer recognizes that the use of Augoor Services and the access to Augoor, require Customer and any Users to maintain at its sole expense the technical hardware and software requirements in Customer’s Systems.

5.4 /  Utilization of Open Source AI Models:
The Customer acknowledges there may be a feature added to Augoor Services that utilizes OSS Licenses, Open Source AI Models ("AI Models"), including but not limited to OpenAi, LoRa, QLoRa, LLaMa2, Bloom, Falcon, or others. Any such AI Model shall be an add-on feature within the Augoor Subscription Form. If the Customer agrees to such add-on feature, then Customer is also bound by the terms and conditions for such AI Model and shall comply with its terms and conditions.

5.5 /  Augoor support.
Subject to these GTCs, Augmented Coding US, LLC will provide Augoor support to Customer for the duration indicated on the Augoor Subscription Form and such support does not extend to any other parties.  The Customer agrees to report to any errors or difficulties discovered and the characteristic conditions and symptoms of such errors and difficulties all in connection with use of Augoor. For any escalations or support please email suppor@augoor.com. Support  is available only on work days from 10 - 16 hours of operation. The Augoor support center is located in the LATAM). Therefore, that country's calendar of holidays, working days, and time zone (GMT-4) will be respected.
Unless revisions to software or materials are provided with their separate governing terms, they are deemed part of these GTCs.

06 /

↳ Systems controls

6.1  / Augmented Coding US, LLC has and will retain sole control over the operation, provision, maintenance and management of Augoor Services, Augoor, the Data and its Hosted Services, including: (i) Systems by Augmented Coding US, LLC (ii) location(s) where any of Augoor Services or its Hosted Services are performed, including in the United States, in countries outside the United States, or outside the borders of the country in which the Customer or the Customer’s Systems are located; (iii) selection, deployment, modification and replacement of Augoor; (iv) performance of support services and service maintenance upgrades, corrections and repairs; and (v) all Data access and User Content shall remain under the Intellectual Property Rights of Augmented Coding US, LLC and Augmented Coding US, LLC Materials as more particularly detailed herein in Section 8.

6.2  / Customer has and will retain sole control over the operation, maintenance and management, and the access and use of, Customer’s Systems, and sole responsibility for the correct use and access to and use of Augoor by any person through or by the Customer’s Systems or any other means controlled by the Customer.

07 /

↳ Restrictions on use

7.1 /  Customer represents and warrants to Augmented Coding US, LLC that it will not perform any inappropriate use of Augoor or Augmented Coding US, LLC Materials, including without limitation, Customer shall not:

⤍ 7.1.1 ypass or breach any security measures, or protection used by Augoor or Augmented Coding US, LLC  Materials, or otherwise access Augoor or Augmented Coding US, LLC  Materials other than with the use of valid Access Credentials provided to Customer by Augmented Coding US, LLC  or anyone acting on behalf of Augmented Coding US, LLC , and only to use them during the Term, even if such access rights have not been revoked.

⤍ 7.1.2 Affect any other User’s access to Augoor or attempt to obtain any other User’s Access Credentials by any other means.

⤍ 7.1.3 Assign, distribute, reproduce, publish, encumber, sell, rent, lease, lend, sublicense or otherwise transfer the Access Credentials, the rights to use Augoor, or any Data to which the Customer has access.

⤍ 7.1.4 Decompile, “reverse-engineer”, disassemble, or otherwise attempt to derive the source code from Augoor or otherwise affect the Intellectual Property Rights Augmented Coding US, LLC over Augoor.

⤍ 7.1.5 Use Augoor or the Data for any purpose other than Internal Use, and only to the extent permitted by Augmented Coding US, LLC

⤍ 7.1.6 Try to access any Data of Augmented Coding US, LLC or that of its Customers or any other third parties to which the Customer has no rights. This shall include any Data from a project the Customer is authorized to review, to the extent the Customer is aware such access would exceed the extent of its authorization.

⤍ 7.1.7 use Augoor Services in a way that infringes, misappropriates or violates any person’s rights;

⤍ 7.1.8 use output from Augoor Services to develop models that compete with Augoor;

7.2 /  If Customer becomes aware of any actual or threatened activity prohibited in this Clause, Customer shall and shall notify any of the Users and/or its employees involved to: (a) take all reasonable commercial and lawful measures within their respective control that are necessary to stop the activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to Augoor Services and Augmented Coding US, LLC Materials and permanently erasing from Customer Systems and destroying any data to which any of them have gained unauthorized access); and (b) immediately notify Augmented Coding US, LLC of any such actual or threatened activity.

08 /

↳ Ownership and attribution

8.1 /   Intellectual Property.
Customer acknowledges and agrees that Augmented Coding US, LLC and/or its licensors own all Intellectual Property Rights and other proprietary rights in Augmented Coding US, LLC Materials, Augoor and the Data including, for the avoidance of doubt, whether by provision of Augoor Services provided under Clause 5.1.1, Clause 5.1.2 or Clause 5.1.3 (but Customer shall retain all Intellectual Property Rights in Customer’s code).

8.2 /   Customer grants Augmented Coding US, LLC a worldwide, non-exclusive and royalty-free license to use the Data to create Derivative Works for its business purposes as Augmented Coding US, LLC sees fit. 

8.3 /  Customer acknowledges and agrees that Augmented Coding US, LLC owns all Intellectual Property Rights in the Derivative Works and that Customer does not have any rights to, or in, the Derivative Works. Except as expressly stated herein, these GTCs do not grant the Customer any rights to, or in, Data, confidential information, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of Augoor, any Data, Augmented Coding US, LLC Materials or any related documentation. Augmented Coding US, LLC is and will remain the sole and exclusive owner of all rights, titles and interest over Augoor, including all Intellectual Property Rights relating thereto.

09 /

↳ Confidentiality

9.1 /  Confidentiality.
During the Term, each party (a “Disclosing Party”) may provide the other party (a “Receiving Party”) with confidential and/or proprietary materials and information which include (but not limited to) User Content, Augoor information, and Data (“Confidential Information”). All materials and information provided by the Disclosing Party to Receiving Party shall be considered Confidential Information. Receiving Party shall maintain the confidentiality of the Confidential Information and shall not disclose such information to any third party without the prior written consent of the Disclosing Party. Receiving Party shall only use the Confidential Information for the purposes contemplated hereunder. At any time, upon Disclosing Party’s request, Receiving Party shall return to Disclosing Party or destroy all of Disclosing Party’s Confidential Information in its possession, including, without limitation, all copies and extracts thereof and certify to the Disclosing Party the destruction of the same. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information to any third party to the limited extent necessary to exercise its rights, or perform its obligations, under these GTCs; provided that, all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party’s Confidential Information as in these GTCs. In the event that Receiving Party is requested or required (by law, an order of court, a subpoena or other similar legal process) to disclose any Confidential Information of Disclosing Party, Receiving Party shall provide Disclosing Party with notice as soon as reasonably practical of any such request or requirement (unless prohibited by law from doing so) so that Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of these GTCs. In the event that such protective order or other remedy is not obtained, Receiving Party agrees to furnish only that portion of the Confidential Information for which Disclosing Party has waived compliance or for which Receiving Party is required to furnish by law, rule, regulation or court order.

9.2 /  Limitations.
The obligations contained in this Section 8 shall not apply to information that: (a) is or becomes generally known to the public through no act or omission of the Receiving Party; (b) was in the Receiving Party’s lawful possession prior to the disclosure and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party; (c) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

9.3 /  Prior Confidential Information.
To the extent the Customer obtained prior access to any Data, the confidentiality obligations in these GTCs are applicable to such Data.

10 /

↳ Payment terms and taxes

10.1 /   Fees/Invoices.
Customer may purchase the Augoor Subscription separately from Augmented Coding US, LLC or it may be purchased to Customer as part of an underlying Master Service Agreement (“MSA”) and pursuant to an executed Statement of Work (“SOW” and collectively the “Underlying Agreements”). 
⤍  When purchasing separately from Globant, the following terms apply: Fees for the Subscriptions are set forth in the Augoor 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. 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. 

⤍  When purchasing as part of an underlying MSA and SOW: Fees for Augoor shall be agreed to in the applicable SOW and payable in accordance with the MSA payment terms.

10.2 /   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.

10.3 /   Past Due Payment.
If any payment is past due from Customer, Globant reserves the right to suspend or terminate the Augoor 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.

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

11 /

↳ Termination and suspension of services

11.1 /   Termination.
Access to Augoor will terminate at the end of the Term or on the End Date as stated on the Augoor Subscription Form.

11.2 /   Effect of Termination.
All rights, licenses, consents and authorizations granted by Augmented Coding US, LLC to the Customer hereunder will immediately terminate and the Customer shall immediately cease all use of the Access Credentials, Augoor, Augmented Coding US, LLC Materials and Augmented Coding US, LLC Systems. Further, Augmented Coding US, LLC shall immediately disable all Customer’s and User’s access and Access Credentials to Augoor and Augmented Coding US, LLC Materials.

11.3 /   Suspension or termination of Augoor Services.
Augmented Coding US, LLC may, directly or indirectly, by any lawful means, suspend, terminate or otherwise deny the Customer and/or any User’s access to or use of all or any part of Augoor or Augmented Coding US, LLC Materials and Augmented Coding US, LLC Systems including Access Credentials at any time and with no reason (including if Augmented Coding US, LLC considers it no longer commercially viable to provide Augoor Services), without incurring any obligation or liability, and/or if: (a) Augmented Coding US, LLC receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Augmented Coding US, LLC to do so; or (b) Augmented Coding US, LLC believes, in its good faith and reasonable discretion, that: (i) Customer or any Customer User has failed to comply with, any material term of the GTCs, or accessed or used Augoor beyond the scope of the rights granted or for a purpose not authorized under the GTCs, or in any manner that does not comply with any instruction or requirement of Augmented Coding US, LLC ; (ii) Customer or any Customer’s user is or has been involved in any fraudulent, misleading or unlawful activities or becomes included in the sanctioned lists administered by the U.S. Department of the Treasury’s Office of Foreign Assets Controls (“OFAC”). This Clause 9.4 does not limit any of the other rights or remedies of Augmented Coding US, LLC , whether at law, in equity or under the GTCs, which may, for the avoidance of doubt, include claims for damages and banning the Customer form any future use of Augoor as well as any other product or service provided by Augmented Coding US, LLC.

12 /

↳ Disclaimer, limitation of liability, indemnity

12.1 / Disclaimer.

12.2 / Limitation of Liability.

12.3 / LIndemnity.
Customer will defend, indemnify, and hold harmless Augmented Coding US, LLC, any of its affiliates, and its personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to the Customers use of the Services, including Customer Content, products or services Customer develops or offers in connection with the Services, and any Customer breach of these GTCs or violation of applicable law.

13 /

↳ Dispute resolution


MANDATORY ARBITRATION. Customer and Augmented Coding US, LLC agree to resolve any past or present claims relating to these GTCs or the Services through final and binding arbitration, except that you have the right to opt out of these arbitration terms, and future changes to these arbitration terms, by filling out this form within 30 days of agreeing to these arbitration terms or the relevant changes. 

Informal Dispute Resolution. Augmented Coding US, LLC would like to understand and try to address the Customers concerns prior to formal legal action. Before filing a claim against Augmented Coding US, LLC, the Customer agrees to try to resolve the dispute informally by sending a notice at sales-team@augoor.com with Customer name, a description of the dispute, and the relief it seeks. If Augmented Coding US, LLC is unable to resolve a dispute within 90 days, Customer may bring a formal proceeding. Any statute of limitations will be tolled during the 90-day resolution process. If Customer resides in the EU, the European Commission provides for an online dispute resolution platform, which you can access at https://ec.europa.eu/consumers/odr.

Arbitration Forum. Either party may commence binding arbitration through ADR Services, an alternative dispute resolution provider. The parties will pay equal shares of the arbitration fees. If the arbitrator finds that Customer cannot afford to pay the arbitration fees and cannot obtain a waiver, Augmented Coding US, LLC will pay them. Augmented Coding US, LLC will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that the Customer’s claim is frivolous.

Arbitration Procedures. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in the jurisdiction as defined in the Subscription Form. 

Exceptions. This arbitration section does not require arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.

NO CLASS ACTIONS. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.

Mass Filings. If, at any time, 30 or more similar demands for arbitration are asserted against Augmented Coding US, LLC or related parties by the same or coordinated counsel or entities (“Mass Filing”), ADR Services will randomly assign sequential numbers to each of the Mass Filings. Claims numbered 1-10 will be the “Initial Test Cases” and will proceed to arbitration first. The arbitrators will render a final award for the Initial Test Cases within 120 days of the initial pre-hearing conference, unless the claims are resolved in advance or the parties agree to extend the deadline. The parties will then have 90 days (the “Mediation Period”) to resolve the remaining cases in mediation based on the awards from the Initial Test Cases. If the parties are unable to resolve the outstanding claims during this time, the parties may choose to opt out of the arbitration process and proceed in court by providing written notice to the other party within 60 days after the Mediation Period. Otherwise, the remaining cases will be arbitrated in their assigned order. Any statute of limitations will be tolled from the time the Initial Test Cases are chosen until your case is chosen as described above.

Severability. If any part of this Section is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow Mass Filing or class or representative arbitration, this Section 8 will be unenforceable in its entirety. Nothing in this section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator.

14 /

↳ Miscellaneous

14.1 /  Anti-corruption laws. Customer warrants that it continues to abide and comply with all anti-bribery and anti-money laundering laws in all applicable jurisdictions and does not appear on the OFAC and Specially Designated Nationals and Blocked Persons List (the “SDN List”).

14.2 /  No waiver of any previous obligations. These GTCs are applicable to Customer’s use of Augoor or any Data contained thereunder, without affecting any obligations previously assumed by the Customer, including but not limited to, any confidentiality obligations in relation to the Data.

14.3 /  Access. Augmented Coding US, LLC  reserves the right to access, preserve and disclose Customer’s account information and content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the GTCs; (iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property or personal safety of Augmented Coding US, LLC , its users and the public. Customer further acknowledges, consents and agrees that all Users may take down contents of which they themselves are recipient or sender without the need to provide any justification thereof.

14.4 /  Non-Solicitation. During the Term for a period of twelve (12) months following their termination for any reason, Customer shall not directly or indirectly solicit, interfere with, procure or entice away, either alone or jointly with any other firm, company or other organization, any employee or contractor of Augmented Coding US, LLC or any of its Affiliates who was involved in the performance of Augoor Services, to leave the employment or engagement of Augmented Coding US, LLC or such Affiliate.

14.5 /  Assignment. Except as otherwise stated in these GTCs, neither Party may assign, novate or otherwise transfer any of its rights, obligations or privileges under these GTCs to a third party without the previous written consent of the other Party; provided that Augmented Coding US, LLC may assign these GTCs (i) to an Affiliate or (ii) in connection with a change of control, merger, sale of assets or other corporate transaction.

14.6 /  Exercise of rights by Affiliates. Customer acknowledges that at the sole discretion of Augmented Coding US, LLC it may request one or more of its Affiliates to exercise any rights Augmented Coding US, LLC may have under the GTCs and in the name of Augmented Coding US, LLC , and Customer agrees that such exercise will be as valid as exercised by Augmented Coding US, LLC itself and agrees not to dispute such exercise’s validity.

14.7 /  Governing Law. The validity and construction of the GTCs shall be governed by, subject to and construed in accordance with the laws of the jurisdiction on the Augoor Subscription Form or MSA , if applicable.

14.8 /  Severability. If any provision of the GTCs shall be held to be invalid or unenforceable, the remainder of the GTCs shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.

14.9 /  Augmented Coding US, LLC reserve the right to change these GTCs at any time, effective immediately upon posting on our site www.augoor.com. If the Customer violates these GTCs, Augmented Coding US, LLC or any of its Affiliates, may terminate the Customer’s use of the Services and bar the Customer from future use of the Sites, and/or take appropriate legal action against the Customer.

14.10 /  Relationship of the Parties. These GTCs do not create a partnership, joint venture or agency relationship between the Customer and Augmented Coding US, LLC or any if its Affiliates. Augmented Coding US, LLC and Customer are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.

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