Simbirsk Technologies Ltd., Ulyanovsk, Russian Federation (hereinafter referred to as the “Company”) on the one part, and you (hereinafter referred to as the “Reseller”) on the other part (the Company and the Reseller may be referred to collectively as the “Parties”) have entered into this reseller agreement (hereinafter referred to as the “Agreement”).
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.
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 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.
Multi-Vendor 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 #2014614177) and which right to use, distribute and sublicense is owned by the Company on the conditions of a simple non-exclusive license.
Program means CS-Cart or Multi-Vendor 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 Reseller, the 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.
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.
Server means a computer to which CS-Cart is installed.
Free License means the right to use CS-Cart (one copy) in the limited functionality mode on one Server, which is provided by the Copyright Owner to the End user for an unlimited period of time.
Trial License means the right to use Multi-Vendor (one copy) on one Website or CS-Cart (one copy) on one Server within thirty (30) days after the first installation of the Program provided by the copyright owner to the End-user.
Full CS-Cart License means the right to use CS-Cart (one copy) on one Server provided by the copyright owner to the End-user for an unlimited period of time.
Full Multi-Vendor License means the right to use Multi-Vendor (one copy) on one Website provided by the copyright owner to the End-user for an unlimited period of time.
Additional License means the time unlimited right to use CS-Cart on one Domain Name in addition to the number of Domain Names declared while the Full CS-Cart License is purchased.
End-user means any person or legal entity who acquires the Free License and/or the Trial License and/or the Full CS-Cart License and/or the Full Multi-Vendor License and/or the Additional License from the Reseller.
Entrance Fee means the money in an amount of at least one thousand one hundred fifty (1,150) US dollars for which the Reseller purchases the Full CS-Cart Licenses and/or the Full Multi-Vendor Licenses and/or the Additional Licenses from the Company.
License Agreement #1 means the agreement on the use of CS-Cart concluded between the copyright owner and the End-user, which conditions must be accepted by the End-user when s/he is provided with the Free License and/or the Trial License and/or the Full CS-Cart License and/or the Additional License, and which is available on the Official Website of the Company at http://www.cs-cart.com/license.html.
License Agreement #2 means the agreement on the use of Multi-Vendor concluded between the copyright owner and the End-user, which conditions must be accepted by the End-user when s/he is provided with the Trial License and/or the Full Multi-Vendor 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 Full Multi-Vendor 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 https://www.cs-cart.com/helpdesk.
Company's Payment System means any of electronic payment systems in which the Company has an account.
Confidential Information means the contents of CS-Cart and all its editions (source code) as well as other information about CS-Cart and all its editions that the Company may deem confidential.
1. GENERAL PROVISIONS
The Company grants the Reseller the right to distribute the Free Licenses, the Trial Licenses, the Full CS-Cart Licenses, the Full Multi-Vendor Licenses and the Additional Licenses without territory restrictions according to the conditions of this Agreement.
The Reseller assumes the responsibility for distributing the Free Licenses, the Trial Licenses, the Full CS-Cart Licenses, the Full Multi-Vendor Licenses and the Additional Licenses to End-users as delegated by the Company.
2. COOPERATION CONDITIONS
The Company grants the Reseller the right to distribute the Free Licenses, the Trial Licenses, the Full CS-Cart Licenses, the Full Multi-Vendor Licenses and the Additional Licenses by providing the Free Licenses and the Trial Licenses to End-users and selling the Full CS-Cart Licenses, the Full Multi-Vendor Licenses and the Additional Licenses to End-users only after fulfillment of the following conditions:
a) the Reseller provided truthful and complete information about itself:
For a legal entity:
For an individual entrepreneur:
b) the Reseller purchased one Full CS-Cart License or one Full Multi-Vendor License before concluding this Agreement.
c) after familiarizing itself with the information provided by the Reseller according to point "a", the Company confirmed its consent for conclusion of the Agreement by sending an appropriate message to the email address of the Reseller.
d) the Reseller paid the Entrance Fee within three (3) business days after receipt of written consent for collaboration from the Company.
e) the Reseller accepted the conditions of this Agreement. The conditions of the Agreement are considered accepted by the Reseller if the Reseller paid the Entrance Fee.
3. PRICE AND PAYMENT
Prices of the Full CS-Cart Licenses, the Full Multi-Vendor Licenses and the Additional 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 Full CS-Cart Licenses, the Full Multi-Vendor Licenses and the Additional Licenses unilaterally with notifying the Reseller in advance by sending an appropriate message to the email address of the Reseller no less than fifteen (15) days before the date of making such a change.
Payment of the Entrance Fee, the Full CS-Cart Licenses, the Full Multi-Vendor Licenses and the Additional Licenses is made by the Reseller by a wire transfer to the Company's bank account on the basis of the invoice raised by the Company or via the Company's Payment System.
4. RIGHTS AND OBLIGATIONS OF THE COMPANY
The Company has the right to:
The Company shall:
5. RIGHTS AND OBLIGATIONS OF THE RESELLER
The Reseller has the right to:
The Reseller shall:
6. EXCLUSIVE RIGHTS
The Company has the right to use, distribute and sublicense CS-Cart and all its editions under a simple non-exclusive license, and the Company has the exclusive right to its own registered trademarks.
The Reseller shall use the trademarks, trade names or other business identifiers of the Company only to authenticate and promote CS-Cart and Multi-Vendor only to the benefit of the Company.
The Reseller has no right to:
The Reseller shall notify the Company if any case of violation of intellectual property, patent, trademark or design rights related to CS-Cart and any its edition becomes known to the Reseller.
7. CONFIDENTIALITY AND PERSONAL INFORMATION
The Reseller shall:
The Company guarantees that personal information and other personal data provided by the Reseller for the purpose of executing point “a” of section 2 of the Agreement as well as End-users' personal details provided by the Reseller 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 Reseller 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 Reseller and without written consent of the Company, the Reseller shall indemnify the Company for all suffered damages.
8. LIMITATION OF LIABILITY
Under no circumstances the Company is liable to the Reseller 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 Reseller by a third party.
The Reseller 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 Reseller'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 Full CS-Cart License.
9. TERM AND TERMINATION OF THE AGREMENT
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 a notification to the Reseller's email address in case the Reseller 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 Reseller.
The Agreement is terminated automatically if the Reseller 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 Reseller if the Reseller purchased the Full CS-Cart Licenses and/or the Full Multi-Vendor Licenses and/or the Additional Licenses for a total amount of less than one thousand (1,000) US dollars within one year after the date of the latest prolongation of the Agreement.
If this Agreement is terminated, the Reseller stops distribution of the Free Licenses and the Trial Licenses and the sale of the Full CS-Cart Licenses, or the Full Multi-Vendor Licenses and the Additional Licenses immediately as well as stops any use of trademarks of the Company, the ”CS-Cart's official partner” graphical banner, and any other combinations of words, design elements, trademarks which sign that it was or is the reseller of the Company.
10. 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 (of employees of the Reseller 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.
11. 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 Reseller acknowledges that, before paying the Entrance Fee (point “d” of section 2 of the Agreement), it has read this Agreement carefully and understood it completely, and agrees to accept its conditions.
The Reseller acknowledges that the Company may suffer irreversible damage if the conditions of this Agreement are not respected, and therefore the Reseller 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://mkas.tpprf.ru/en/documents/), 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 Russian. 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 email@example.com. The documents sent by the Reseller are considered created in the proper written form if they are sent from the email address given by the Reseller 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.