This CS-Cart Marketplace Program Agreement ("Agreement") is entered into by and between Simbirsk Technologies Ltd. , Ulyanovsk, Russian Federation (hereinafter referred to as the "Company") and you (hereinafter referred to as the "Partner"), hereinafter jointly referred to as the “Parties”.
This Agreement sets forth the terms and conditions of your use of CS-Cart Marketplace services.
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 copyright 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 exclusive license is owned by the Company.
Products - means computer programs developed by the Partner for CS-Cart Shopping Cart Software and services provided by the Partner to CS-Cart Shopping Cart Software users.
Company’s Official Website - means the website of the Company available on the Internet at http://www.cs-cart.com.
Marketplace program - means Partner's right granted by the Company to place information about its Products under the section Marketplace on Company's official website.
Account - means Company's bank account or any other account registered by the Company in any electronic payment system.
Confidential Information - means the Marketplace Program conditions and other information or data provided by the Parties according to this Agreement.
To apply for enrollment the Partner must submit a complete membership application as described under the Marketplace section on Company's official website with true, accurate and complete information about itself. The Partner shall guarantee that the provided information is reliable.
The Company will evaluate Partner's Membership Application and notify the Partner of Company's accepting or rejecting Partner's Membership Application. The Company may reject Partner's Membership Application at its sole discretion for any reason considered to be solid.
Once Partner's application for Marketplace Program is approved, the Company provides the Partner with all the necessary data to access the administration panel of the Marketplace section on Company's official website. There Partner should post information about itself, its Products and a hypertext link to its website where information about the Company and CS-Cart Shopping Cart Software is published.
The Partner shall:
- - within 5 (five) business days create on its own website a separate page with Company information and information on how Product is used with CS-Cart Shopping Cart Software and place a hypertext link to Company's official website using Company's trademark;
In case of changes in Partner's contact information or information about Partner's Products, the Partner shall inform the Company of such changes within 10 (ten) calendar days upon these changes took place.
The Partner is not an agent or a representative of the Company for any purpose. The Partner and the Company are independent contractors and the Partner has no authority to act for, bind or commit the Company. The Partner and its employees are not entitled to make any statements and promises, provide any guarantees on behalf of the Company.
The Partner will immediately change or discontinue any representation or business practice found to be misleading or deceptive by the Company immediately upon notice from the Company.
This Agreement shall become effective upon Partner's accepting its conditions and receiving Company's notification about approving Partner's Membership Application. This Agreement shall remain in effect till its termination.
This Agreement can be terminated:
- - by the Company upon given not less than 15 (fifteen) calendar days' notice to the Partner;
- - by the Partner upon given not less than 15 (fifteen) calendar days' notice to the Company;
- - forthwith by either party if the other commits any material breach of any term of this Agreement and which shall not have been remedied within 15 (fifteen) calendar days of a written notification of it.
Upon the termination of this Agreement for any reason, the Parties will immediately cease use of the other party trademarks and hypertext link to the other party website.
The Parties pledge not to disclose Confidential Information, protect from and prevent unauthorized disclosure of the Confidential Information, and take reasonable measures to protect Confidential Information.
The Partner shall inform all relevant employees, agents and sub-contractors that the Marketplace Program constitute confidential information of the Company. The Partner shall take all such steps as shall be necessary to ensure compliance by its employees, agents and sub-contractors with the provisions of this article.
Each of the parties hereto undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other save that which is already in the public domain.
If Confidential Information becomes available to a third party due to the fault of any party, the party in charge agrees to indemnify the other party for all suffered damages.
The Company guarantees that personal information and other personal data provided by the Partner 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 Partner 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 information and 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.
The Company is not liable to the Partner for any damages and/or losses (including but not limited to an interruption of the business, loss of information, loss of profits, business reputation and data, loss of business opportunities, loss of volume, consequential losses, exemplary damages) including damages or losses of the Partner related to this Agreement and participation in the Marketplace Program.
The Partner shall bear responsibility in respect of their liabilities arisen as a result of the commercial activity.
The Company makes no express or implied warranties or representations with respect to the Marketplace Program. In addition, the Company makes no representation that operation of Company's official website will be uninterrupted or error-free, and the Company will not be liable for consequences of any interruptions or errors.
Neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including fires, strikes (of its own or other employees), insurrection or riots embargoes wrecks or delays in transportation requirements or regulations of any civil or military authority (an “Event of Force Majeure”).
Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure. Such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
If a default due to an Event of Force Majeure shall continue for more than 4 weeks then the party not in default shall be entitled to terminate this Agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of an Event of Force Majeure.
The Company, in its sole discretion, reserves the right to change the terms of this Agreement. Notification of the made changes and texts of these changes are posted on Company's official website AND sent TO the Partner's e-mail address. The changes in the Agreement terms and conditions shall become effective upon the notification on Company's official website unless otherwise specified in the corresponding publication. All changes and supplements of this Agreement are compulsory for acceptance and fulfillment by the Partner for the participation in the Marketplace Program. In case of Partner’s refusal to accept and fulfill all the changes and supplements of this Agreement, the Company is entitled to unilaterally terminate the Agreement once the changes and supplements have come into effect.
This Agreement complies with the effective law of the Russian Federation and international agreements. This Agreement shall be governed and construed in accordance with the material and procedural law of the Russian Federation.
If any condition of this Agreement for any reason becomes unenforceable, or is voided or declared invalid, then it is withdrawn 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 terms and conditions of the Agreement.
The Partner acknowledges that he has read this Agreement carefully and understood it completely, and agrees to accept its terms and conditions.
The Partner acknowledges that the Company may suffer damage if the terms and conditions of this Agreement are not respected, and therefore the Client 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, execution, termination or validity shall be finally settled by arbitration under the Rules of the International Commercial Arbitration Court at the Chamber of Commerce and Industry of the Russian Federation (hereinafter referred to as the "Rules", http://www.tpprf-mkac.ru/en/2010-06-13-13-33-51/regleng), which Rules are deemed to be incorporated by reference into this section. The arbitration panel shall consist of one (1) arbitrator selected in accordance with the Rules. The language to be used in the arbitral proceeding shall be English. The governing law of the Agreement shall be the substantive law of Russian Federation. The arbitration shall be held in Moscow, Russian Federation. The injunctive relief for the subject of dispute may be only suspension of recovery on the basis of the enforced document questioned by the plaintiff or any other document under which penalties are recovered on non-acceptable basis. The plaintiff shall bear its own and the other Party’s costs associated with the resolution or arbitration of any dispute, and all fees and other costs of the arbitration proceeding shall be paid by the plaintiff. The award rendered by the arbitration shall be final and binding upon both Parties and judgment upon the award may be entered in any court having jurisdiction thereof.
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 firstname.lastname@example.org. The documents sent by the Partner are considered created in the proper written form if they are sent from the email address given by the Partner 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.