1. Acceptance of the End User Terms. By accessing, linking to, or using the Product (defined below) you confirm your acceptance of these End User Terms. EPAM Systems, Inc. (“EPAM”) reserves, and shall have, the right to amend, remove, or add to the End User Terms at any time. EPAM shall make you aware of such amendments which shall be effective immediately. Your access, link to, or use of the Product, after the effective date of the amended End User Terms will constitute your acceptance of the End User Terms, as amended.
2. Description of Product and License. EPAM provides you with a e-learning course consisting of modules, resources, documents, and other course materials, packaged as the Shareable Content Object Reference Model (“SCORM”) (the “Product”). You acquire no rights in the Product other than the limited right to utilize the Product in accordance with these End User Terms. EPAM grants you and your authorized employees, agents and independent contractors (“Authorized Users”) a non-exclusive and non-transferable license to install use the Product and related documentation solely for internal business operations pursuant to these End User Terms and subject to payment of license fees (if any). You shall supervise Authorized Users and control their access and use of the Product and ensure that the Product is used in accordance with these End User Terms. Any act or omission of an Authorized User which would be a breach of these End User Terms if performed by you shall be considered a breach by you.
3. Third Party Content. As part of the Product, EPAM may occasionally link to, or promote websites, Product, content or data from other companies or offer you the ability to download digital files created by other companies (“Third Party Content”). Third Party Content is ultimately under the control, and is the sole responsibility, of third party owners and licensors of such content. YOU AGREE THAT ANY USE OF THIRD PARTY CONTENT SHALL BE MADE AT YOUR OWN DISCRETION AND RISK. EPAM EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR THE FITNESS OF THIRD PARTY CONTENT FOR ANY PURPOSE.
4. Use of Product and Restrictions on Use. You may not use the Product for any illegal purpose, for the facilitation of the violation of any law or regulation, or in any manner inconsistent with these End User Terms. You agree to use the Product solely for your own use and benefit, and not for resale, sublicense, lease, loan, supply, publish or other transfer or distribute to, or use by or for the benefit of, any other person or entity. Except as expressly permitted by us in writing you may not copy, reproduce, recompile, decompile, disassemble, reverse engineer, distribute, publish, display, perform, modify, upload to, create derivative works from, transmit, transfer, sell, license, upload, edit post, frame, link, or in any way exploit any part of the Product, except that you may download material from the Product and/or make one print copy for your own personal use, provided that you retain all copyright and other proprietary notices.
5. Indemnity. You agree to defend, indemnify and hold harmless, EPAM and affiliates together with their respective employees, agents, directors, officers and shareholders, from and against all the liabilities, claims, damages and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Product, any breach or alleged breach of the End User Terms or any infringement of the copyright, trademark, service marks, proprietary or other rights of any third parties to the extent that the liability, claims, damages and expenses are a result of negligence or willful misconduct on your part.
6. Proprietary Rights. You acknowledge and agree that the Product and any software used in connection with the Product contain proprietary and confidential information belonging to EPAM or its licensors and is protected by applicable laws. If you provide feedback related to Product, such feedback shall be considered the property of EPAM and may be used by EPAM for any purpose without compensation to you. You further agree not to use the Product or Third Party Content in any way which may cause any kind of damage to EPAM or infringe on the intellectual property rights of content owners. All rights are reserved. All other trademarks which you may encounter while using the Product are the property of their respective owners. The license granted hereunder does not include any rights to use EPAM’s name, logo or marks.
7. Disclaimer. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
- YOUR USE OF THE PRODUCT IS AT YOUR SOLE RISK AND ACKNOWLEDGE THAT THE PRODUCT, INCLUDING, BUT NOT LIMITED TO, CONTENT, PRODUCT, GOODS, OR REPRESENTATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. YOU FURTHER AGREE THAT EPAM MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICE, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
- EPAM MAKES NO WARRANTY THAT (A) THE PRODUCT WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCT WILL BE ACCURATE OR RELIABLE, (C) THE QUALITY OF ANY PRODUCTS, PRODUCT, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCT WILL MEET YOUR EXPECTATIONS, OR (D) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
- ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCT IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EPAM OR THROUGH OR FROM THE PRODUCT SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE END USER TERMS.
8. Limitation of Liability. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAWS, NEITHER PARTY HERETO, NOR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL BE LIABLE TO THE OTHER PARTY HERETO, OR ANY THIRD PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF SUCH DAMAGES ARE REASONABLY FORESEEABLE OR SUCH PARTY OTHERWISE WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM ANY USE OF THIS SITE AND PRODUCT. EXCEPT FOR FEES DUE AND OWING BY YOU FOR THE PRODUCT AND THE INDEMNIFICATION IN SECTION 5, NEITHER EPAM NOR YOU SHALL BE LIABLE FOR DAMAGES IN EXCESS OF, AND LIABILITY SHALL BE LIMITED TO, USD $1,000.
9. Termination. You agree that EPAM, in its sole discretion, may terminate, change or limit all or any of the Product, or their availability to you, notice at any time and without prior notice, with or without cause. If EPAM terminates any of the Product without cause, EPAM shall refund on a pro rata basis any pre-paid unused fees for such terminated Product. You agree that you may terminate the agreement for convenience at any time without prior written notice, with or without cause. If you terminate the agreement without cause, all subscription fees already paid for future periods will be forfeited. Any unpaid fees for Product already performed will be payable immediately.
10. Force Majeure. EPAM shall not be liable hereunder for any failure or delay in the performance of its obligations under these End User Terms if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, or acts of God, in which event EPAM shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.
11. Import/Export Restrictions. You agree not to import or export the Product in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported. You agree to indemnify EPAM from liability if you violate any such laws or regulations.
12. Governing Law. These End User Terms shall be governed by, and construed in accordance with, the laws of the State of Delaware and you agree to be subject to personal jurisdiction in the State of Delaware for the purposes of enforcing these End User Terms.