Web Design Integration Agreement

This web design integration 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 "Client"). This Agreement contains terms and conditions of integrating a web design for the Client.

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 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.

Program means any version, edition of the CS-Cart Shopping Cart Software including all updates.

License means the right provided by the Company allowing the Client to use one copy of the Program.

Website of the Client means the copy of the Program that is used by the Client in accordance with the License and is available on the Internet through one Domain Name.

Web Design means the graphic design provided by the Client in the form of a graphic template or its compound parts - a logo, banner and other graphic materials - in the PSD format.

Integration means the change to the appearance of the Website of the Client in accordance with the Web Design.

Specification means the description of the Web Design integration project prepared by the Company in accordance with the Client's wishes.

Demo Site means the website of the Company available on the Internet at http://simtechdev.com.

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

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

Confidential Information means the Specification, all documents, printed materials, help and online documentation or other information related to the services rendered under this Agreement.

1. General Provisions

The Company performs the Integration in accordance with the Web Design. The cost of the Integration service is calculated from the Web Design complexity and Client's preferences, and is included in the Specification which constitutes an integral part of the Agreement.

In order to conclude the Agreement, the Client provides truthful, accurate and complete personal information according to the form available at the Official Website of the Company at http://www.cs-cart.com/index.php?dispatch=profiles.add. The Client guarantees that the information submitted through the form is trustworthy.

2. Terms and Conditions

The Company prepares the Specification for the Integration service and provides it to the Client for approval. The Specification shall include a statement of work on the Integration as well as the total amount to be paid under this Agreement, and the time frame for the Integration. After the Client has approved the Specification, the Company issues an invoice to the Client. The Client shall pay the full cost of the Integration as specified in the invoice. After the payment has been confirmed and the Company has received the money, the Company informs the Client of the exact date when the Integration will begin.

After the Specification has been approved and the Client has paid the invoice, no changes may be made to the Specification. In case of any changes or modifications to the Integration, they shall be converted into a separate Specification that shall be considered irrelative to the existing Specification. According to this separate Specification, the Company issues an invoice to the Client. After the payment has been confirmed and the Company has received the money, the Company informs the Client of the exact date when the changes and modifications to the Integration will begin to be developed.

3. Rights and Obligations of the Client

Obligations:

While the Specification is prepared, the Client shall inform the Company if the source code of the copy of the Program installed on the Website of the Client contains any changes in comparison to the default source code of the corresponding version and edition of the Program distributed by the Company. If the source code contains any changes, the Client shall either provide temporary FTP access to his server to have the files and database of the Program copied to the Company's server, or create an archive containing all the files and the database of the Program himself and provide the archive to the Company before the Specification is approved.

The Client pledges not to modify the source code of the copy of the Program that is installed on the Website of the Client after the Client has provided the temporary FTP access (if the Client uses the Program with a modified source code), or after the Specification has been approved (if the Client uses the Program without any changes in the source code), and before the Company has deployed the final result of the Integration service on the Website of the Client, or before the Client has been provided with such result in the form of an archive containing the modified files and installation instructions.

The Client guarantees that the version and edition of the Program installed on the Website of the Client at the time the Client provides the temporary FTP access or at the time the Specification is approved will coincide with the version and edition of the Program installed on the Website of the Client at the time the Company installs the final result of the Integration service on the Website of the Client or at the time the Client is provided with such result in the form of an archive containing the modified files and installation instructions.

If the Client fails to perform the obligation and violates the guarantee, the Company will not install the final result of the Integration service on the Website of the Client and will provide the Client with such result in the form of an archive containing the modified files and installation instructions.

Rights:

The Client has the right to cancel the Integration service rendered by the Company at any time after the Client has approved the Specification and has fully paid for the Integration service. If such request from the Client is received before the Company has begun to render the Integration service, the Company reserves twenty per cent (20%) of the total sum paid for the Integration as the cancellation fee, and if the Client cancels the Integration after the Company has begun the Integration, the cancellation fee is calculated in proportion to the volume of work performed by the Company.

The Client has the right to defer paying the invoice for the Integration service for up to thirty (30) days of the date the Company issued the invoice. After this period has expired, the cost and the time frame within which the Integration service will be rendered shall be deemed invalid, and the Company will revise the cost and the time frame of the project and add appropriate changes.

4. Integration Service Delivery and Acceptance

The delivery and acceptance of the final result of the Integration service is performed on a step by step basis.

Delivery: After all the work on the Integration has been performed, the Company demonstrates the final result of the Integration and the Client tests it on the Demo Site. The testing must take no longer than ten (10) days to accomplish. After the result has been successfully tested (if no differences from the Specification have been found), the Client provides the Company with the temporary FTP access to the Website of the Client, and the Company installs the final result on the Website of the Client. In the event the Client refuses to provide the temporary FTP access to the Website of the Client, the Company provides the Client with such result in the form of an archive containing the modified files and installation instructions.

If the Client does not answer to the Company's notification of the Integration service completion and of the possibility to test the final result on the Demo Site for more than two weeks, the Company provides the Client with the final result in the form of an archive containing the modified files and installation instructions which will be available for download on the "File Area" page in the Customer Help Desk.

Acceptance: After the Company has installed the final result of the Integration service on the Website of the Client or after the Client has been provided with such result in the form of an archive containing the modified files and installation instructions, the Integration service rendered by the Company to the Client is considered as accepted by the Client.

5. Confidentiality and Personal Information

All documents and information related to the Integration service constitute trade secrets and proprietary information belonging to the Company. The Client pledges not to disclose Confidential Information, protect from and prevent unauthorized disclosure of the Confidential Information, and take reasonable measures to protect Confidential Information. If the information, which is confidential according to this Agreement, becomes available to a third party without the Company's consent, the Client agrees to indemnify the Company for all suffered damages.

The Company guarantees that personal information and other personal data provided by the Client 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 Client 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.

6. Warranties and Limitations

The Company guarantees that the Integration service will be rendered according to the Specification approved by the Client.

If within three (3) months after the Client accepts the end result of the Integration service, the Client reveals any errors and/or incompatibilities with the Specification, the Company shall eliminate these errors and/or incompatibilities at his own expense. After the three (3) months are over, the elimination of any errors and/or incompatibilities will be performed at extra cost.

The foregoing guarantees are given in lieu of all other guarantees, whether express or implied.

The Client guarantees that the Web Design provided by the Client in order that the Company can perform the Integration service is not burdened with any third party's requirements, that the Client possesses the exclusive right to the Web Design and/or has all required permissions from authors and other copyright owners with regard to the provided Information Materials.

7. Liability

The Company is not liable to the Client for any damages and/or losses (including an interruption of the business, loss of information, loss of profits, business reputation and other property damage) related to the usage of the end result of the Integration performed by the Company.

In the event that the Company receives any claims or faces any suits for infringement of copyright and/or neighboring rights of third parties in connection with the use of the Web Design provided by the Client, pursuant to the terms of this Agreement, the Client agrees to settle such claims or take other necessary measures that protect the Company from any damages and losses or fully indemnify the Company for such damages and losses.

In the event the Client infringes any copyright and/or neighboring rights of the Company, the Client shall be fully responsible for each such infringement according to the effective law of the Russian Federation and international agreements on copyright and intellectual property.

8. Final provisions

This Agreement complies with the effective law of the Russian Federation and international agreements.

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 Client acknowledges that he has read this Agreement carefully and understood it completely, and agrees to accept its terms and conditions.

The Client 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 protection of 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.

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 Client are considered created in the proper written form if they are sent from the email address given by the Client 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.