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Cooperation Agreement with Hosting Provider

This 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 "Hosting Provider"). The Company and the Hosting Provider may be referred to individually as a "Party" and collectively as the "Parties".

This Agreement contains definitions and conditions under which the Hosting Provider can distribute CS-Cart Shopping Cart Software Community Edition that is installed through the special-purpose software “CS-Cart addon for cPanel” (hereinafter referred to as "CS-Cart cPAddon").

TERMS AND DEFINITIONS

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 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 Community Edition means a functionally limited edition of CS-Cart Shopping Cart Software.

Program means CS-Cart Shopping Cart Software Community Edition that is installed through CS-Cart cPAddon as well as 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 Hosting Provider, End-user or a third party 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.

Installation means installation (writing to the computer memory) of one copy of the Program through CS-Cart cPAddon.

End-user means any person or entity who is the client of the Hosting Provider and who Installs and/or Uses the Program.

Agreement on granting the right to use CS-Cart Shopping Cart Software Community Edition installed through CS-Cart cPAddon - means the agreement concluded between the Company and the End-user, which conditions must be accepted by the End-user before Installation and Use of the Program.

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 Domain Name means the Domain Name of the Website to which the Program is Installed.

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

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. GENERAL PROVISIONS

The Company has the right to use, distribute and sublicense the Program on the conditions of a simple non-exclusive license.

The Company grants the Hosting Provider the right to distribute the copies of the Program by enabling the End-users to Install the Program on web-servers beneficially owned by the Hosting Provider or leased by the Hosting Provider from a third party. The Hosting Provider assumes responsibility for distributing copies of the Program to End-users as delegated by the Company.

The Hosting Provider shall not transfer the rights received from the Company under this Agreement to a third party.

In order to conclude the Agreement, the Hosting Provider provides truthful, accurate and complete company 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 Hosting Provider guarantees that the information submitted through the form is trustworthy.

2. SOFTWARE DISTRIBUTION

The Company grants the Hosting Provider the right to download and copy the Program for the purpose of distributing it to End-users.

The Company provides the Hosting Provider with the additional software CS-Cart cPAddon for the server control panel (CPanel), which is meant for the End-user's acceptance of the Agreement on granting the right to use CS-Cart Shopping Cart Software Community Edition installed through CS-Cart cPAddon, Installation of the Program and provision the information about the End-user and such Installation to the Company.

In the event the Hosting Provider does not use CS-Cart cPAddon, the Hosting Provider shall:

1. publish the Agreement on granting the right to use CS-Cart Shopping Cart Software Community Edition installed through CS-Cart cPAddon on its website so that the End-user have to read and accept the terms and conditions of the Agreement on granting the right to use CS-Cart Shopping Cart Software Community Edition installed through CS-Cart cPAddon before Installing the Program;

2. provide the Company with the following information at each new Installation of the Program:

  • End-user's first and last names;
  • End-user's email address;
  • License Domain Name;
  • name of the Program;
  • secret key (provided by the Company);
  • name of the Hosting Provider.
  • When the Program is modified or updated, the Hosting Provider shall make the appropriate changes to the copy of the Program earmarked for distribution to End-users within seven (7) days after the receipt of a notice from the Company.

    When CS-Cart cPAddon is modified or updated, the Hosting Provider shall make the appropriate changes to this software installed on its web-servers (if any) within seven (7) days after the receipt of a notice from the Company.

    The Hosting Provider grants the Company the right to publish the personal information about this Hosting Provider and the hypertext link to its website on the Official site of the Company.

    3. PROPRIETARY 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.

    The Hosting Provider 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 Hosting Provider has no right to:

  • modify the source code of the Program;
  • 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 a prior written consent of the Company;
  • claim that it possesses any rights, including the exclusive right to the Program, 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 Hosting Provider 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 Hosting Provider.

    4. CONFIDENTIALITY AND PERSONAL INFORMATION

    The Hosting Provider shall:

  • keep the Confidential Information undisclosed, prevent unauthorized disclosure of the Confidential Information, and make reasonable efforts to safeguard the Confidential Information;
  • inform all its employees, agents and any third parties that the Program contains the Confidential information. The Hosting Provider shall act appropriately to guarantee the execution of this paragraph by its employees and any third parties.
  • The Company guarantees that personal information and other personal data provided by the Hosting Provider 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 Hosting Provider 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 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 due to the fault of the Hosting Provider and without a written consent of the Company, the Hosting Provider shall indemnify the Company for all suffered damages.

    5. LIMITATION OF LIABILITY

    The Company is not liable to the Hosting Provider for any damages and/or losses (including, but not limited to any loss of profits, downtime or interruption of business, loss of revenue, turnover, business reputation or data, missed business opportunities, any indirect, incidental, special, punitive or consequential damages) that arise in connection with this Agreement or the Program.

    The Hosting Provider is solely liable to third parties for any responsibilities arising out or in connection with its commercial activities.

    6. TERM OF THE AGREMENT

    The Agreement shall become effective when (a) the Hosting Provider accepts the terms and conditions of this Agreement and (b) the Hosting Provider receives a written consent for collaboration from the Company. The Agreement shall be effective until terminated.

    This Agreement can be terminated:

  • by either of the Parties 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;
  • immediately by both Parties if either Party breaches any material term or condition of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice.
  • 7. 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 detailed notice of 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 address. Neither Party shall be liable to the other Party if the Agreement is terminated due to force majeure.

    8. FINAL PROVISIONS

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

    The Hosting Provider acknowledges that the Company may suffer irreversible damage if the conditions of this Agreement are not respected, and therefore the Hosting Provider 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 Hosting Provider are considered created in the proper written form if they are sent from the email address given by the Hosting Provider 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.