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 "Developer"), hereinafter jointly referred to as the “Parties”.
This Agreement sets forth the terms and conditions of your use of CS-Cart Marketplace services.
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 - 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 right to use, distribute and sublicense is owned by the Company on the conditions of a simple non-exclusive license.
Multi-Vendor - means one of editions of the CS-Cart.
Products - means computer programs created by the Developer for CS-Cart or Multi-Vendor and services provided by the Developer to CS-Cart 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.
Confidential Information - means the Marketplace Program conditions and other information or data provided by the Parties according to this Agreement.
1. Marketplace Program Enrollment
To apply for enrollment the Developer 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 Developer's Membership Application and notify the Developer of Company's accepting or rejecting Developer's Membership Application. The Company may reject Developer's Membership Application at its sole discretion for any reason considered to be solid.
2. Marketplace Program Conditions
Once Developer's application for Marketplace Program is approved, the Company provides the Developer with all the necessary data to access the administration panel of the Marketplace section on Company's official website. There Developer should post information about itself, its Products and a hypertext link to its website where information about the Company and CS-Cart and Multi-Vendor is published.
In case of changes in Developer's contact information or information about Developer's Products, the Developer shall update his records in the administration panel of the Marketplace section on Company's official website accordingly.
3. Relationship Of The Parties
The Developer is not an agent or a representative of the Company for any purpose. The Developer and the Company are independent contractors and the Developer has no authority to act for, bind or commit the Company. The Developer and its employees are not entitled to make any statements and promises, provide any guarantees on behalf of the Company.
The Developer 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.
4. Term of Agreement
This Agreement shall become effective upon Developer's accepting its conditions and receiving Company's notification about approving Developer'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 Developer;
by the Developer 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.
5. Confidentiality and personal information
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 Developer shall inform all relevant employees, agents and sub-contractors that the Marketplace Program constitute confidential information of the Company. The Developer 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 Developer 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 Developer 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. Limitation of liability and disclaimer
The Company is not liable to the Developer 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 Developer related to this Agreement and participation in the Marketplace Program.
The Developer 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.
7. Force Majeure
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 Developer'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 Developer for the participation in the Marketplace Program. In case of Developer’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.
9. Final provisions
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 Developer acknowledges that he has read this Agreement carefully and understood it completely, and agrees to accept its terms and conditions. The Developer 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, 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 email@example.com. The documents sent by the Developer are considered created in the proper written form if they are sent from the email address given by the Developer 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.