This software distribution agreement (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 "Distributor"). The Company and the Distributor may be referred to collectively as the "Parties".
This Agreement contains definitions and conditions under which the Distributor distributes Licenses for using CS-Cart Shopping Cart Software Professional Edition and/or CS-Cart Shopping Cart Software Multi-Vendor Edition.
This Agreement is not a public offer according to point 2 of article 437 of the Civil Code of the Russian Federation and it will be considered concluded only after the Parties fulfill the conditions stipulated by section 2 of the Agreement.
All terms and definitions 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 exclusive license is owned by the Company.
CS-Cart Shopping Cart Software Professional Edition means one of editions of CS-Cart Shopping Cart Software.
CS-Cart Shopping Cart Software Multi-Vendor Edition means one of editions of CS-Cart Shopping Cart Software.
Program means CS-Cart Shopping Cart Software Professional Edition or 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 Distributor, End-user or a third party using the Program or any of its parts.
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.
License means the right provided by the Company allowing to use one copy of the Program on one Website.
End-user means any person or legal entity who purchases the License.
Entrance Fee means the money which amount is equivalent to the cost of five (5) Licenses CS-Cart Shopping Cart Software Professional Edition or two (2) Licenses CS-Cart Shopping Cart Software Multi-Vendor Edition.
License Agreement #1 means the agreement on the use of CS-Cart Shopping Cart Software Professional Edition concluded between the Company and the End-user, which conditions must be accepted by the End-user when purchasing the License, and which is available at the Official Website of the Company at http://www.cs-cart.com/license.html.
License Agreement #2 means the agreement on the use of CS-Cart Shopping Cart Software Multi-Vendor Edition concluded between the Company and the End-user, which conditions must be accepted by the End-user when purchasing the License, and which is available at 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 License is purchased.
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 http://www.cs-cart.com/helpdesk.
Company's Payment System means any of electronic payment systems in which the Company is registered.
Confidential Information means the contents of the Program (source code) as well as other information about the Program that the Company may deem confidential.
The Company grants the Distributor the right to distribute the Licenses without territory restrictions according to the conditions of this Agreement.
The Distributor assumes responsibility for distributing the Licenses to End-users as delegated by the Company.
The Company grants the Distributor the right to distribute the Licenses by selling them to End-users only after fulfillment of the following conditions:
а) The Distributor provided truthful and complete information about itself:
For a legal entity:
- full name of the company in the English language (according to the official documents);
- copy of the certificate of incorporation of the company;
- legal, postal, and actual address of the company;
- official position and full name of the company's chief executive or company's representative;
- telephone number;
- email address;
- Website address.
For an individual entrepreneur:
- full name;
- copy of the individual entrepreneur registration certificate;
- legal, postal, and actual address;
- telephone number;
- email address;
- Website address.
b) after familiarizing itself with the information provided by the Distributor, the Company confirmed its consent for conclusion of the Agreement in writing by sending an appropriate message to the email address of the Distributor.
c) the Distributor paid the Entrance Fee within five (5) business days after receipt of written consent for collaboration from the Company.
d) the Distributor accepted the conditions of this Agreement. The conditions of the Agreement are considered accepted by the Distributor if the Distributor paid the Entrance Fee.
Prices of the Licenses are specified on the Official Website of the Company at http://www.cs-cart.com/reseller-program.html.
The Company has the right to change prices of the Licenses unilaterally with notifying the Distributor by email in advance, no less than fifteen (15) days before making such a change.
Payment of the Entrance Fee and all subsequent Licenses is performed by the Distributor via the Company's Payment System or direct wire transfer to the Company's bank account on the basis of the invoice raised by the Company.
The Company has the right to:
- publish information about the Distributor on the Official Website of the Company at http://www.cs-cart.com/authorized-resellers.html;
- change the conditions of the Agreement unilaterally. A new edition of the Agreement is published on the Official Website of the Company. The text of the changes and additions made to the Agreement is sent to Distributor's email address no less than fifteen (15) days before publishing the new edition of the Agreement on the Official Website of the Company. The changes in the conditions of the Agreement shall come into force on the date of publishing the new edition of the Agreement on the Official Website of the Company. The new edition of the Agreement becomes mandatory for acceptance and satisfaction by the Distributor.
The Company shall:
- at Distributor's request, provide the Distributor with one free License expressly to use the Program for demonstration of its features;
- grant the End-user access to the Help Desk System within 72 hours after the Distributor provided information about the End-user.
The Distributor has the right to:
- distribute the Licenses in its own name and for its own account by selling the Licenses to End-users only on the conditions specified in this Agreement;
- make a request via the Help Desk System for publication and/or update of its information on the Official Website of the Company at http://www.cs-cart.com/authorized-resellers.html.
The Distributor shall:
- purchase the Licenses from the Company before selling them to End-users and specify "TBA" as the License Domain Name;
- provide the Company with the actual License Domain Name and information about the End-user for registration of the End-user in the Help Desk System within twenty four (24) hours after reselling the License;
- not sell the Licenses lower than 20% of the retail price fixed by the Company;
- purchase not less than six (6) Licenses CS-Cart Shopping Cart Software Professional Edition or two (2) Licenses CS-Cart Shopping Cart Software Multi-Vendor Edition per year from the Company;
- not transfer the rights received from the Company under this Agreement to a third party;
- when translating the Program and the License Agreement #1 and/or License Agreement #2 into a new language, guarantee that each such translation will be exact and faithful to the original;
- publish the License Agreement #1 and/or License Agreement #2 on its Website so that the End-user has to read and accept the conditions of this License Agreement before purchasing the License;
- not act on behalf and for the account of the Company if the Company did not grant such a right to it in advance and expressly;
- not represent itself as an affiliate or a representative office of the Company;
- remove the published information that the Company considers misleading to third parties within three (3) days after receiving an appropriate notification from the Company;
- not make any misleading and false statements about the Program, Company, not perform any acts that may affect the Company negatively;
- not make any statements, not give any guarantees, promises or pledge on behalf of the Company in respect of the Program, its ability to work with various kinds of software simultaneously and its fitness for certain purposes;
- not resell the Licenses on the Website in which Domain Name such set of characters as "cs-cart", "cscart" or "cs_cart" is used without written consent of the Company;
- place the "CS-Cart authorized distributor" graphic banner provided by the Company on its Website;
- place a separate page with information about the Program on its Website within one month after the date of coming of the Agreement into force.
The Company owns the exclusive license for the Program, and also the Company has the exclusive right to its own registered trademarks.
The Distributor shall use the trademarks, trade names or other business identifiers of the Company only to authenticate and promote the Program and only to the benefit of the Company.
The Distributor has no right to:
- extract, excerpt or use any part of the Program to create any Program-based Derivatives as well as provide such possibility to a third party;
- modify, remove, hide, or make barely visible any copyright, patent, trademark, trade secret or other proprietary notices contained within any part of the Program without prior written consent of the Company;
- claim that it possesses any rights, including the exclusive right to the Program, to any patents, trademarks or design elements related to the Program;
- register or apply to register the Company's trademarks to its own or other name as well as obtain any patents in regard to the Program.
The Distributor shall notify the Company if any case of violation of intellectual property, patent, trademark or design rights related to the Program becomes known to the Distributor.
The Distributor shall:
- keep the Confidential Information undisclosed, prevent unauthorized disclosure of the Confidential Information, and make reasonable efforts to safeguard the Confidential Information;
- notify the Company immediately if any case of unauthorized use (full or partial) of the Program by any third party becomes known to the Distributor;
- inform all its employees, agents and any third parties that the Program contains the Confidential Information. The Distributor shall take all appropriate measures to guarantee satisfaction of the conditions of this obligation by its employees and any third parties.
The Company guarantees that personal information and other personal data provided by the Distributor for the purpose of executing point "a" of section 2 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 Distributor 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) its 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 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 any third party due to the fault of the Distributor and without written consent of the Company, the Distributor shall indemnify the Company for all suffered damages.
Under no circumstances the Company is liable to the Distributor or any other party for any damages (including, but not limited to any loss of profits, damages caused by downtime or interruption of business, loss of revenue, turnover, business reputation or data, missed business opportunities, any indirect, incidental, special, punitive or consequential damages) including losses or damage caused to the Distributor by a third party.
The Distributor is solely liable to third parties for any responsibilities arising out or in connection with its commercial activities.
In the event that the law of the Distributor'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 caused and the maximal amount of liability of the Company is limited to the cost of one License.
The Agreement shall become effective after fulfillment of all the conditions stipulated by section 2 of this Agreement and shall remain in effect for 1 year. The Agreement is prolonged for each subsequent year automatically if none of the Parties came to a decision to terminate it on the conditions specified herebelow.
This Agreement may be terminated by the Company unilaterally with sending an appropriate notification to Distributor's email address in case the Distributor violates the term of payment of the invoice raised or violates any other conditions of this Agreement. The Agreement will be deemed terminated on the date the Company sends an appropriate notification to the Distributor.
The Agreement is terminated automatically if the Distributor refused to accept and satisfy the changes and additions of this Agreement on the date of coming such changes and additions into force.
Each Party may terminate this Agreement unilaterally without cause by sending a notification to the email address of the appropriate Party no later than fifteen (15) days before the assumed date of termination. In this case the Agreement is considered terminated fifteen (15) days after sending such a notification to the recipient Party.
This Agreement is terminated automatically without any additional notification of the Distributor if the Distributor purchased less than six (6) Licenses CS-Cart Shopping Cart Software Professional Edition or two (2) Licenses CS-Cart Shopping Cart Software Multi-Vendor Edition within one year after the date of conclusion of the Agreement or the date of the latest prolongation of the Agreement.
If this Agreement is terminated, the Distributor stops distribution of the Licenses immediately as well as stops any use of trademarks of the Company, "CS-Cart authorized distributor" graphical banner, and any other combinations of words, design elements, trademarks which sign that it was or is the Distributor of the Company.
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 (of employees of the Distributor or other employees), 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.
This Agreement complies with the effective law of the Russian Federation and international agreements. This Agreement and all relationships arising out or in connection with this Agreement shall be governed by and interpreted according to the substantive and the adjective law of the Russian Federation.
If any condition of this Agreement for any reason becomes unenforceable, or is voided, 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 Distributor acknowledges that, before paying the Entrance Fee (point "c" of section 2 of the Agreement), it has read this Agreement carefully and understood it completely, and agrees to accept its conditions.
The Distributor acknowledges that the Company may suffer irreversible damage if the conditions of this Agreement are not respected, and therefore the Distributor 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). If a dispute cannot be resolved in this court, the dispute may be referred to other appropriate court of common law on the territory of the Russian Federation (the competent court) at the place of location of the Company.
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 Distributor are considered created in the proper written form if they are sent from the email address given by the Distributor to the Company according to point "a" of section 2 of the Agreement. An email message is considered sent to the proper email address if it is sent to the email addresses mentioned above.
