Terms of Use

PepsiCo Resources Terms of Use: All PepsiCo systems and information assets, including computers, mobile devices, software, email, information service resources, telecommunications resources, computer modems, fax machines, printers, scanners and copiers ("Resources") must be used only in accordance with applicable law and company policies, standards and procedures. These Terms of Use, together with applicable PepsiCo policies, standards, and procedures, apply to all users of the Resources ("Users"). "PepsiCo" as used herein means PepsiCo, Inc. and/or any applicable affiliate, subsidiary, or related entity. The Resources are PepsiCo assets and are provided for use only by authorized Users for legitimate business purposes. Any use of the Resources that is illegal, harassing, offensive, detrimental to PepsiCo, or in violation of PepsiCo's Code of Conduct, or other applicable PepsiCo policies, standards, or procedures, is a violation of these Terms of Use. Where permitted by applicable law, unauthorized use of PepsiCo Resources may lead to disciplinary action up to and including termination, as well as legal action. PepsiCo may deny access to Resources to anyone at any time, in its discretion. Where permitted by applicable law and PepsiCo policies, standards and procedures (including the PepsiCo Acceptable Use Policy), PepsiCo may monitor, review or otherwise process files, messages, communications or other information stored, created, sent, received, viewed or accessed on or using PepsiCo Resources. By using any PepsiCo Resource, the User represents that he or she is an authorized User and agrees to comply with these Terms of Use and all other applicable PepsiCo policies, standards and procedures, including the following rules: 1. Users shall comply with all applicable laws and PepsiCo policies, standards and procedures regarding data classification, asset protection and information security, including PepsiCo's Information Security Policies and Standards at http://infosec.pepsico.pvt/policy_infosec_start.htm. 2. Information created, accessed, transmitted or stored using PepsiCo Resources that must be preserved for regulatory, legal, fiscal or business purposes must be retained in accordance with applicable law and PepsiCo's Records Management Policies, Record Retention Schedules and other standards and procedures. 3. In accordance with applicable law and PepsiCo policies, standards and procedures, Users shall protect and maintain the confidentiality of all personal information created, accessed, transmitted or stored using PepsiCo Resources. 4. PepsiCo Resources shall not be used for the following: 5. Activity that is illegal, unethical or improper 6. Activity that is deceptive or fraudulent 7. Activity that interferes with normal business operations 8. Activity that violates PepsiCo's Code of Conduct or policies 9. Activity that interferes with work performance 10. Activity that wastes or unfairly monopolizes Resources. 11. PepsiCo Resources shall not be used for accessing, transmitting, receiving, printing, or storing any image, graphic, document, text, or other material that may be construed as harassing, derogatory, obscene, controversial, inflammatory, hateful, discriminating, or offensive to others with respect to race, national origin, color, gender, sexual orientation, age, disability, veteran status, marital status, or religious or political beliefs. 12. PepsiCo Resources shall not be used in a manner that is libelous or defamatory, or otherwise threatening, intimidating, abusive, violent, humiliating, embarrassing, disparaging, malicious or harmful to any person or entity, or invasive of another's privacy. 13. PepsiCo Resources shall not be used to violate the rights of any person or company protected by privacy and data protection rights, copyright, trade secret, patent or other intellectual property or similar applicable laws or regulations. 14. PepsiCo Resources shall not be used to knowingly disable or overload any system or network, or to circumvent (1) any system intended to protect the security of PepsiCo Resources, or (2) authentication protocols or security measures of any host, network, account, or third party proprietary protection. Users shall not circumvent the access limitations associated with Resources. User-created passwords do not reduce any right to monitor that PepsiCo may have under applicable law. Authorized Users shall keep passwords strictly confidential. Unless specifically authorized, Users shall not access or use any other User's account, and Users shall not share passwords or other authentication credentials.

Legal Terms and Conditions

LEGAL TERMS AND CONDITIONS: These Legal Terms and Conditions, together with the PepsiCo Resources Terms of Use, and applicable PepsiCo policies, standards, and procedures, apply to all users of the Resources ("Users") related to their use of PepsiCo systems and information assets, including computers, mobile devices, software, email, information service resources, telecommunications resources, computer modems, fax machines, printers, scanners and copiers ("Resources"). Any User who is an Employee is also bound by all other employee agreements; any User who is engaged under contract with PepsiCo is also bound by all other agreements with PepsiCo. "PepsiCo" as used herein means PepsiCo, Inc. and/or any applicable affiliate, subsidiary, or related entity. 1. Confidential Information. (a) Definition. The term "Confidential Information" as used herein means all information disclosed, before or after the first day of access, by User, as well as any information to which User has access or that is learned, generated, or created by User, whether alone or jointly with others. Confidential Information includes, but is not limited to: (i) source code and programming information, including proprietary wireless and portable computer technology software; (ii) licensing and purchasing agreements; (iii) client lists and other client data, supplier lists, pricing information and fee schedules; (iv) engagement, management and consulting agreements and other organizational information; (v) trade secrets and other proprietary business and management methods; (vi) competitive analysis and strategies; (vii) information relating to identified or identifiable individuals (such as name, postal address, email address, telephone number, date of birth, Social Security number or its equivalent, driver's license number, account number, credit or debit card number, personal identification number, health or medical information, IP address, or any other unique identifier or one or more factors specific to the individual's physical, physiological, mental, economic or social identity), whether such data is in individual or aggregate form and regardless of the media in which it is contained ("Personally Identifiable Information"); (viii) all other technical, marketing, operational, economic, business, management, or financial knowledge, information or data of any nature whatsoever relating to the business of PepsiCo, which has been or may hereafter be learned, generated, created, or otherwise obtained by User, alone or jointly with others, whether in written, electronic, oral, or any other form; and (ix) any extracts therefrom. Confidential Information shall also include any information that is provided to PepsiCo by third parties and is subject to obligations of confidentiality. (b) Exclusions. Notwithstanding Section 1(a), Confidential Information shall not include: (i) information that at the time of disclosure is publicly available, or information which later becomes publicly available through no act or omission of the User, except Personally Identifiable Information; (ii) information that User independently developed without the use of PepsiCo's Confidential Information; (iii) information disclosed to User by a third party not in violation of any obligations of confidentiality to PepsiCo, or (iv) information that is specifically excluded from any definition of confidential information contained in another written contract with PepsiCo and User, or User's employer (if other than PepsiCo). 2. Disclosure and Use of Confidential Information. PepsiCo hereby grants to User the right to use Confidential Information for the sole purpose of User providing services to PepsiCo. User agrees to store and safeguard all Confidential Information, and all computers, flash drives, disks, portable hard drives, slides, and other documents or media prepared or received by User based on the Confidential Information, in accordance with PepsiCo policies and in a secure manner. User agrees not to store any Confidential Information in unsecured electronic data retrieval systems such as shared local area network drives. User will not disclose either orally or in writing to any third party or use in any way except as expressly authorized herein (a) any of the Confidential Information, and/or (b) any information developed by User and based on Confidential Information, except for such information as now is or hereafter becomes published or generally available to the public through no breach of this Legal Terms and Conditions. Even after any of said Confidential Information becomes available under the exceptions listed, User agrees to not disclose the fact that such information was disclosed by or derived from information provided by PepsiCo. Confidential Information that is specific shall not be deemed to be within the exceptions specified merely because it is embraced by more general published or available information. In addition, any combination of information shall not be deemed to be within the exceptions specified merely because individual information is published or available, but only if the combination itself and its principle of operation are published or available. 3. No Ownership or Other Rights Granted. All right, title and interest in and to Confidential Information will remain the property of PepsiCo, expect where otherwise agreed to in writing between User and PepsiCo. Nothing in this Legal Terms and Conditions will be construed to grant User any rights to or license under the Confidential Information or under any related patent, patent application, trademark, copyright, know-how, or other intellectual property of PepsiCo. All content on the Resources, including but not limited to, information, data, texts, graphics, logos, button icons, images, audio clips and software, is the property of PepsiCo or its content suppliers and protected by U.S. and international copyright and intellectual property laws. The compilation (meaning the collection, arrangement and assembly) of all content within the Resources is the exclusive property of PepsiCo and protected by U.S. and international copyright and intellectual property laws. Any use, including, but not limited to, the reproduction, modification, distribution, transmission, republication, display or performance, of the content and/or the compilation from the Resources is strictly prohibited. All of the trademarks, logos, and service marks (collectively the "Trademarks") displayed on the Resources are registered and unregistered Trademarks of PepsiCo and its subsidiaries or such third party that may own the Trademarks. Nothing contained herein should be construed as granting, by implication, estoppel, or otherwise, any license or right to download, copy, transfer, reproduce, simulate or otherwise use any Trademark displayed without the written permission of PepsiCo or such third party that may own the Trademarks displayed. 4. Required Disclosure. In the event that User is requested or required by subpoena or court order to disclose any Confidential Information received pursuant to this Legal Terms and Conditions, it is agreed that User will provide immediate notice of such request(s) to PepsiCo and will use reasonable efforts to resist disclosure, until an appropriate protective order may be sought, or a waiver of compliance with the provisions of this Legal Terms and Conditions granted. If User complies with the prior sentence and, in the absence of a protective order or the receipt of a waiver hereunder, User is nonetheless, in the written opinion of its counsel, legally required to disclose Confidential Information received pursuant to this Legal Terms and Conditions, then in such event User may disclose such information without liability hereunder, provided that PepsiCo has been given a reasonable opportunity to review the text of such disclosure before it is made and that disclosure is limited to only the Confidential Information specifically required to be disclosed. 5. Return of Information. Upon the termination or expiration of User's engagement with PepsiCo or upon written request from PepsiCo, User shall return all Confidential Information and PepsiCo property in his or her possession including, without limitation, all originals, copies, translations, notes, or any other form of said material, without retaining any copy or duplicates thereof, and promptly to delete or destroy any and all written, printed, electronic or other material or information derived from the Confidential Information. 6. Nature of Information. User acknowledges and agrees that the Confidential Information protected by this Legal Terms and Conditions is of a special, unique, unusual, extraordinary and intellectual character; that money damages would not be sufficient to avoid or compensate for the unauthorized use or disclosure of the Confidential Information; and, that specific performance, injunctive relief, and other equitable relief would be appropriate to prevent any actual or threatened use or disclosure of the Confidential Information. User also acknowledges that the interests of PepsiCo in and to its Confidential Information may be irreparably injured by disclosure of such Confidential Information. The remedy stated above may be pursued in addition to any other remedies available at law or in equity for breach of this Legal Terms and Conditions, and User agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. SHOULD LITIGATION BE INSTITUTED TO ENFORCE ANY PROVISION HEREOF, THE PREVAILING PARTY WILL BE ENTITLED TO RECOVER ALL COSTS, INCLUDING WITHOUT LIMITATION REASONABLE LEGAL FEES, COST OF INVESTIGATION AND COST OF SETTLEMENT. 7. Work for Hire. User understands and agrees that, to the extent permitted by law and/or not otherwise addressed in an applicable contract, all work, creative expression in a fixed format, papers, reports, documentation, drawings, images, product ideas, service ideas, photographs, negatives, tapes and masters therefor, computer programs including their source code and object code, prototypes and other materials (collectively, "Work Product"), including, without limitation, any and all such Work Product generated and maintained on any form of electronic media, that User generates, either alone or jointly with others, during this engagement with PepsiCo will be considered a "work made for hire," and ownership of any and all copyrights in any and all such Work Product will belong to PepsiCo. In the event that any portion of the Work Product should be deemed not to be a "work made for hire" for any reason, User hereby assigns, conveys, transfers and grants, and agrees to assign, convey, transfer and grant to PepsiCo all of User's right, title, and interest in and to the Work Product and any copyright therein, and agrees to cooperate with PepsiCo in the execution of appropriate instruments assigning and evidencing such ownership rights hereunder. User hereby waives any claim or right under "droit moral" or moral rights to object to PepsiCo's copyright in or use of the Work Product. Any Work Product not generally known to the public shall be deemed Confidential Information and shall be subject to the use and disclosure restrictions herein. 8. Inventions. User hereby assigns and agrees to assign to PepsiCo all of User's right, title, and interest in and to any discoveries, inventions and improvements (each, an "Invention," and collectively, "Inventions"), whether patentable or not, that User makes, conceives or suggests, either alone or jointly with others, while under this engagement with PepsiCo, absent a written agreement to the contrary. Any Invention that was made, conceived or suggested by User, either solely or jointly with others, within two (2) years following termination of this engagement with PepsiCo and that pertains to any Confidential Information or business activity of PepsiCo will be irrefutably presumed to have been made, conceived or suggested in the course of User's engagement and with the use of the time, materials or facilities of PepsiCo. Any Invention not generally known to the public shall be deemed Confidential Information and shall be subject to the use and disclosure restrictions herein. PepsiCo generally does not accept ideas, concepts, or techniques for new services or products through its Resources, except under express requests in limited forums. If such information is received, it will not be considered confidential and PepsiCo will be deemed free to use, communicate and exploit such information in any manner it chooses. 9. PepsiCo Enterprise. User understands that PepsiCo procures goods and/or services from vendors to support itself, and its current and future parent corporations, subsidiaries, sister corporations, and other affiliates, whether directly or indirectly, wholly or partially, owned or controlled by PepsiCo or its parent corporations (the foregoing, collectively, the "PepsiCo Affiliates"), and those engaged under contract with PepsiCo and/or one of the PepsiCo Affiliates for production of materials for, or manufacturing, marketing, or distributing (as distinguished from retail selling) the products of PepsiCo and the PepsiCo Affiliates, and/or providing operational or managerial support to any such entity (collectively, the "PepsiCo Enterprise"). Accordingly, User agrees that any Confidential Information, or information technology goods and/or services provided by him or her to PepsiCo may be disclosed to, and be for the use and benefit of, entities within the PepsiCo Enterprise, the same as if that entity were PepsiCo itself or an internal division thereof, and User further agrees that the protective and remedial provisions of this Legal Terms and Conditions similarly apply to all members of the PepsiCo Enterprise. 10. PEPSICO SHALL IN NO EVENT BE LIABLE TO ANY PERSON OR ENTITY FOR ANY LOSS OR DAMAGE, WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHERWISE, UNDER ANY THEORY OF LAW CAUSED, OR ALLEGED TO BE CAUSED, DIRECTLY OR INDIRECTLY, BY ANY ERRORS IN THE INFORMATION, POSTINGS, OR FEATURES AVAILABLE OR FOR THE USE OF ANY INFORMATION, POSTINGS, OR FEATURES AVAILABLE THROUGH OR ON THE RESOURCES (INCLUDING THIRD PARTY INFORMATION ACCESSED VIA THE RESOURCES), OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, OR DISCLOSURE OF INFORMATION. THIS LIMITATION OF LIABILITY INCLUDES WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, USE, BUSINESS, DATA, OR DAMAGE TO ANY PERSON'S OR ENTITY'S COMPUTER SYSTEMS, EVEN IF USER HAS ADVISED PEPSICO OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. PARTICIPATION IS SOLELY AT USER'S OWN RISK. 11. PEPSICO DOES NOT WARRANT THAT THE RESOURCES ARE VIRUS FREE. ALL INFORMATION AND POSTINGS ARE PROVIDED "AS IS". PEPSICO DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PEPSI DOES NOT WARRANT AND CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS AND OTHER ITEMS RECEIVED BY USER THROUGH THE RESOURCES, INCLUDING THOSE OF THIRD PARTIES REFERENCED TO OR LINKED TO VIA THE RESOURCES. 12. Scope and Changes: User agrees to abide by this Legal Terms and Conditions, and all additional restrictions displayed on the Resources, as may be updated from time to time, in accordance with applicable laws. 13. Governing Law: This Legal Terms and Conditions shall be construed and governed under the laws of the State of New York, to the extent such laws are not preempted by any federal statute and without regard to conflict of laws rules. 14. Severability: If any portion of these terms and conditions is deemed unlawful, void or unenforceable, then that part shall be deemed severable and will not affect the validity and enforceability of any remaining provisions.