Multivendor lisans sözleşmesi

AGREEMENT on granting the right to use
CS-Cart Shopping Cart Software Multi-Vendor Edition

This agreement on granting the right to use CS-Cart Shopping Cart Software Multi-Vendor Edition (hereinafter referred to as the "Agreement") constitutes a contract between Simbirsk Technologies Ltd., Ulyanovsk, Russian Federation (hereinafter referred to as the "Company"), and you (hereinafter referred to as the "User"). The Company and the User may be referred to collectively as the "Parties".

This Agreement contains definitions and conditions under which the User has the right to use CS-Cart Shopping Cart Software Multi-Vendor Edition.

This Agreement is a public offer according to point 2 of article 437 of the Civil Code of the Russian Federation. This Agreement is published on the site http://www.cs-cart.com and its conditions must be read and accepted by the User upon acquiring the right to use CS-Cart Shopping Cart Software Multi-Vendor Edition.

TERMS AND DEFINITIONS

All terms given in this section of the Agreement shall have the following meaning for this Agreement only, and shall not be construed to suggest otherwise when used in respect of the conditions set forth in this Agreement.

CS-Cart Shopping Cart Software means the software registered at the Federal Service for Intellectual Property, Patents and Trademarks Regulations of the Russian Federation (certificate of official registration of a computer program #2007610394) and at the U.S. Copyright Office of the Library of Congress (certificate #TX 6-852-685) and which right to use, distribute and sublicense is owned by the Company on the conditions of a simple non-exclusive license.

CS-Cart Shopping Cart Software Multi-Vendor Edition means one of editions of the CS-Cart Shopping Cart Software.

Program means the CS-Cart Shopping Cart Software Multi-Vendor Edition and all related printed materials, help and online documentation as well as all copies and all derivative works related to this software, including but not limited to, all updates and modifications.

Program-based Derivative means any program, work or information created by the User or a third party with Using the Program or any of its parts.

Use of the Program means any actions related to operation of the Program according to its purpose.

Domain Name means a unique alphanumeric name intended to identify a resource on the Internet.

Website means a resource available on the Internet through a common Domain Name.

Subscription License means the right to Use the Program (one copy) on one Website provided by the Copyright Owner to the User for one (1) year from the date the right has been purchased .

Full License means the right to Use the Program (one copy) on one Website provided by the copyright owner to the User for an unlimited time.

License Agreement is the agreement to Use the Program made between the copyright owner and the User, which is a contract of adhesion and which conditions must be accepted by the User upon obtaining the Subscription License and/or the Full License, and which is available on the Official Website of the Company at http://www.cs-cart.com/license-multivendor.html.

License Domain Name means the Domain Name for which the User obtains the Subscription License or the Full License, and which is provided by the User to the Company upon obtaining the Subscription License or the Full License.

Official Website of the Company means the Website of the Company available at http://www.cs-cart.com.

Help Desk System means the software installed on the Official Website of the Company and available at https://www.cs-cart.com/helpdesk.

Company's Payment System means any of electronic payment systems in which the Company is registered.

Reseller means a means a legal entity or a private entrepreneur empowered by the Company to distribute the Subscription Licenses and the Full Licenses.

Confidential Information means the contents of the Program (source code) as well as other information about the Program that the Company may deem confidential.

1. SUBJECT OF AGREEMENT

According to the conditions of this Agreement, the Company provides the User with the Subscription License and/or the Full License under a simple non-exclusive license on the territory mentioned in Section 8 of this Agreement, provided that the Program may be available on the Internet only through one License Domain Name, and the User shall pay the Company the compensation stipulated by this Agreement.

This Agreement is considered concluded only after the User has fulfilled the following conditions:

  • the User has provided truthful, accurate and complete personal information according to the form available on the Official Website of the Company at http://www.cs-cart.com/index.php?dispatch=profiles.add;
  • the User has accepted the conditions of this Agreement;
  • the User has paid the compensation for the Subscription License and/or the Full License.

2. PRICE AND ORDER OF PAYMENT OF COMPENSATION

The Company provides the User with the Subscription License and/or the Full License only after the User has paid the compensation which amount is defined on the Official Website of the Company at http://www.cs-cart.com/buy-multivendor.html.

The compensation is paid by the User through the Company's Payment System or via a direct wire transfer to the bank account of the Company based on the invoice issued by the Company.

3. RIGHTS AND OBLIGATIONS OF PARTIES

The Company has the right to:

  • notify the User that the copy of the Program is illegal and is used without the Subscription License and/or the Full License.

The Company shall:

  • provide the User with the Subscription License and/or the Full License if the User has fulfilled all the conditions of this Agreement;
  • grant the User access to the Help Desk System.

The User shall:

  • upon expiration of the period provided by the Subscription License, purchase the Full License or purchase the Subscription License repeatedly on the Official Website of the Company or from the Reseller or stop the Use of the Program with removing it both from the Licensed Domain Name and from other media, if any;
  • use the Program only in the way specified in this Agreement and in the License Agreement;
  • pay the compensation to the Company on time and in full;
  • notify the Company of any (full or partial) illegal Use of the Program by a third party without delay;
  • not transfer the rights received from the Company under this Agreement to a third party.

4. EXCLUSIVE RIGHTS

The Company owns a non-exclusive license for the Program, as well as the Company has the exclusive right to its own registered trademarks.

5. CONFIDENTIALITY AND PERSONAL INFORMATION

The User pledges not to disclose the Confidential Information, protect from and prevent unauthorized disclosure of the Confidential Information, and take appropriate measures to protect the Confidential Information.

The Parties guarantee the confidentiality of all the information (received in oral or written form) related to the business of the other Party, except for the information that is generally known or already available to the public.

If the Confidential Information becomes available to a third party through the fault of the User without a written consent of the Company, the User shall indemnify the Company for all suffered damages.

The Company guarantees that personal information and other personal data provided by the User for the purpose of executing Section 1 of the Agreement will be used by the Company solely for the purposes of executing this Agreement. Such information is not subjected to transfer to any third parties except for the cases as stipulated by the current legislation of the Russian Federation. By concluding this Agreement, the User grants the Company the right to process (including, but not limited to: gather, systematize, store, revise, update, change, use, transfer within the Russian Federation and abroad) their personal informationand other personal data in any way not contradicting the current legislation of the Russian Federation (which includes not using any automation facilities) for the purpose of performing obligations of the Agreement imposed on the Parties.

6. WARRANTIES AND LIMITATIONS

The Program is provided "AS IS" with all possible malfunction and in the state that is actual by the time the User pays the compensation to the Company.

Under no circumstances the Company guarantees error-free and uninterrupted performance of the Program and that the Program will meet the requirements of the User as well as the Company disclaims any other warranties to the extent to which it is permitted by the effective law.

7. LIABILITY

The User assumes all the risks related to the performance and the Use of the Program, including the risk of not getting the expected profit from the Use of the Program, the risk of a software failure after the Program is installed, etc.

Under no circumstances the Company is liable to the User for any damages (including, but not limited to, any loss of profits and confidential or other information, the damages caused by an interruption of the business, loss of revenue, turnover, business reputation or data, neglected business opportunities, any indirect, incidental, special, punitive or consequential damages) related to the Use of the Program or impossibility to Use the Program.

In the event that the law of the User's country concedes no limitation of liability, or the liability of the Company is recognized by the competent court, the Company will be liable only for actual damage incurred from Using this Program if the damage is caused by a tort of the Company, or if the damage is caused by the reasons that the Company knew or should have known. The maximum amount of liability of the Company is limited to the amount of the compensation that the User paid for one Subscription License or one Full License.

8. TERM AND TERMINATION OF THE AGREMENT

The Agreement comes into effect on the date of fulfillment of all the conditions stipulated by Section 1 of this Agreement and is effective until terminated. The Agreement is terminated after the Subscription License expires. The Subscription License expires one (1) year after it was purchased by the User. The Agreement and the Subscription License or the Full License are also terminated immediately after the User violates any part of this Agreement without any additional notice from the Company. And the User consents to immediately remove the Program together with all copies, modifications and upgrades, or any Program-based Derivatives.

The territory for this Agreement shall be the entire world. The User has the right to terminate the Subscription License and/or the Full License at any time by discontinuing the Agreement and removing the Program together with all copies, modifications and upgrades, or Program-based Derivatives along with sending an appropriate notification to the Company. The Agreement will be deemed terminated from the moment the Company receives the notification from the User.

In all cases, termination of the Subscription License or the Full License and the Agreement deprives the User of the right to claim the return of the compensation paid to the Company as well as any other indemnification, except for the case provided by the Company’s policy on refunding the compensation paid by the User for the Subscription License or the Full License. The contents and the conditions of the compensation refund policy are available on the Official Website of the Company at http://www.cs-cart.com/money-back.html.

9. FORCE MAJEURE

Neither party shall be liable for any failure to perform any of its obligations hereunder due to causes beyond its reasonable control, such as fires, strikes, insurrections, riots, embargoes, natural and man-made disasters, delays in transportation, guidelines from civil or military authority.

Each Party shall provide the other Party with a prompt notice of force majeure. Such a notice shall contain detailed information about the applicable circumstances.

If a Party's performance is delayed for a period of more than four (4) weeks due to force majeure, the other Party may terminate this Agreement by sending a notification about termination of this Agreement to the other Party's email. Neither Party shall be liable to the other Party if the Agreement is terminated due to force majeure.

10. DISPUTE SETTLEMENT PROCEDURE

The User acknowledges that the Company may suffer damage if the conditions of this Agreement are not respected, and therefore the User agrees that the Company has the right to use any form of protecting the violated rights and legitimate interests, including the direct appeal to the appropriate court without a necessity to comply with the claim settlement procedure.

Any dispute arising out or in connection with this agreement, including any question regarding its interpretation, validity or termination, shall be referred to and finally resolved by the Ulyanovsk Regional Court of Arbitration (Ulyanovsk, Russian Federation), or the appropriate court of common law on the territory of the Russian Federation (the competent court) at the place of location of the Company.

11. FINAL PROVISIONS

This Agreement complies with the effective law of the Russian Federation and international agreements on copyright and intellectual property. The appropriate law to interpret this Agreement and all relationships coming from the scope of the Agreement is the substantive and the adjective law of the Russian Federation.

If any condition of this Agreement for any reason becomes unenforceable, or is voided or declared invalid by the competent court, then it is regarded as an omission from the text of this Agreement, which, however, shall by no means affect the legitimacy and validity of the other conditions.

The section headings in the text of the Agreement are for convenience only and have no independent legal force, and shall not be interpreted in relation to the conditions of the Agreement.

The User acknowledges that before paying the compensation, he has read this Agreement carefully and understood it completely, and agrees to accept its terms and conditions.

The Parties acknowledge the legal validity of the documents sent by email. The documents sent by the Company are considered created in the proper written form if they are sent from sales@cs-cart.com. The documents sent by the User are considered created in the proper written form if they are sent from the email address given by the User to the Company according to Section 1 of the Agreement. An email message is considered sent to the proper email address if it is sent to the email addresses mentioned above.

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