This End User License Agreement (“EULA”) is an agreement between you (either an individual or an entity) that has downloaded the Software (defined below) (“Licensee”), and EPAM Systems, Inc. (“EPAM”).
1. License; Restrictions. Subject to Licensee’s compliance with this EULA, EPAM grants to Licensee a non-exclusive, non-assignable, worldwide, license to use QA Space and related user documentation provided by Licensee (collectively, the “Software”) solely for its internal business purposes. Licensee shall not (a) modify, reproduce or create derivative works of the Software, (b) distribute, sell, lease, sublicense or otherwise transfer the Software, (c) directly or indirectly reverse engineer, disassemble, decompile, or translate the Software, or otherwise attempt to derive the source code of the Software, (d) use or offer the Software on a service bureau basis, or (e) remove, modify, or destroy any proprietary trademark, copyright or other markings or any confidentiality legends placed on or contained within the Software. Licensee shall hold the Software in strict confidence according to and not disclose any EPAM confidential information and to use EPAM confidential information for no purpose other than the purposes expressly permitted by this EULA. Licensee will maintain the confidentiality and prevent accidental or other loss or disclosure of any EPAM confidential information with at least the same degree of care as it uses to protect its own confidential information, but in no event with less than reasonable care.
2. No Fees. Any fees associated with the Software are hereby waived. EPAM has no obligation to support or otherwise maintain the Software. To the extent EPAM does voluntarily provide any upgrades or bug fixes, they will be deemed to be part of the Software and subject to this EULA.
3. Ownership. EPAM retains ownership of all rights, title and interest in and to the Software, and all derivative works thereof. The license granted hereunder does not include any rights to use EPAM’s name, logo or marks. If Licensee or its users provide feedback related to Software, such feedback shall be considered the property of EPAM and may be used by EPAM for any purpose without compensation to Licensee or its users. EPAM shall not be responsible for the contents of any third-party sites or services provided through the Software or links or changes thereto. Such third-party sites and services are provided as a convenience, and the inclusion of any link or access does not imply an endorsement by EPAM of any third-party site or service.
4. Warranties; Limitation of Liability; Indemnification. The Software are provided “as is”. EPAM disclaims all express or implied warranties with respect to the Software, including any implied warranties of merchantability, non-infringement and fitness for a particular purpose. Licensee acknowledges that the Software may not be error or defect free or without interruption. The entire risk arising out of the use or performance of the Software remains with Licensee and Licensee shall indemnify, defend and hold harmless EPAM and its affiliates and their representatives from any claims relating to (1) the use or distribution of the Software; (2) Licensee’s breach of this EULA; or (3) Licensee’s negligence or willful misconduct. In no event shall EPAM or its affiliates or their representatives be liable for any indirect damages including without limitation lost profits, lost data, interruption of business or other special, reliance, incidental, punitive or consequential damages of any kind arising from or in connection with the Software, even if the Licensee has been advised of the possibility of such loss. Notwithstanding anything contained herein to the contrary, EPAM’s entire, cumulative liability for any breach of this EULA shall be limited to $100.
5. Term; Termination. This EULA shall remain in effect unless either party gives the other party prior written notice of termination as provided herein. EPAM may terminate this EULA at any time by providing Licensee at least one (1) month’s prior written notice, or immediately in the event Licensee fails to cure any breach within five (5) days of notice by EPAM. Licensee may terminate this EULA at any time by providing EPAM written notice.
6. General. This EULA and all rights and obligations hereunder are not assignable or transferable by Licensee without the prior written consent of EPAM, and any attempt to do so shall be void. Licensee and EPAM are independent contractors and nothing in this EULA will be deemed to create any agency, employee-employer relationship, partnership, or joint venture between the parties. If any provision of this EULA is held by a court of law to be illegal, invalid, or unenforceable, the remaining provisions of this EULA will not be affected or impaired and the illegal, invalid, or unenforceable provision will be deemed modified such that it is legal, valid, and enforceable and accomplishes the intention of the parties to the fullest extent possible. The failure of either party to enforce any provision of this EULA will not constitute a waiver of that party’s right to enforce that provision or any other provision of this EULA. Licensee acknowledges that a breach of its obligations under this EULA could cause irreparable harm to EPAM and that monetary damages may be difficult to ascertain. Therefore, without prejudice to the rights and remedies otherwise available to it, EPAM shall be entitled to receive relief by way of injunction or specific performance in any court of competent jurisdiction without the need of posting a bond or other security. This EULA supersedes all prior discussions and EULAs between the parties with respect to its subject matter. This EULA shall be construed in accordance with the laws of Delaware, without regard to conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. Licensee represents and warrants that it will at all times during the term of this EULA comply with all applicable U.S. and foreign export control laws and regulations governing export or re-export of the Software, and all applicable U.S. and foreign laws and regulations which restrict access to controlled technical data by foreign nationals. This EULA may not be changed except by mutually executed written amendment.