This agreement on granting the right to use CS-Cart (hereinafter referred to as the “Agreement“) constitutes a contract between Simtech Development Ltd., Ulyanovsk, Russian Federation (hereinafter referred to as the “Company“), and you (hereinafter referred to as the “User“). The Company and the User may be referred to collectively as the “Parties“.
This Agreement contains definitions and conditions under which the User has the right to use CS-Cart.
This Agreement is a public offer according to point 2 of article 437 of the Civil Code of the Russian Federation. This Agreement is published on the site https://simtechdev.com/ and its conditions must be read and accepted by the User upon acquiring the right to use CS-Cart.
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 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 distribute is owned by the Company.
Program means the CS-Cart 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 User or a third party with 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.
Server means a computer to which the Program is installed.
Full License means the right to Use the Program (one copy) on one Server provided by the Copyright Owner to the User for 12 (twelve) calendar months.
Additional License means the right to Use the Program on one Domain Name in addition the number of Domain Names declared while the Full License was purchased for 12 (twelve) calendar months.
License Agreement is the agreement to Use the Program made between the copyright owner and the User, which is a contract of adhesion and which conditions must be accepted by the User upon obtaining the Full License and/or Additional License, and which is available on the Official Website of the Company at https://simtechdev.com/legal-docs/license-agreement-on-the-use-of-cs-cart/.
Official Website of the Company means the Website of the Company available at http://www.simtechdev.com.
Help Desk System means the software installed on the Official Website of the Company and available at http://helpdesk.simtechdev.com/.
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.
1. SUBJECT OF AGREEMENT
According to the conditions of this Agreement, the Company provides the User with the Full License and/or Additional License under a simple non-exclusive license on the territory mentioned in Section 8 of this Agreement, provided that the User declares the number of Domain Names for which the Full License is obtained and through which the Program will be available on the Internet or declares the Full License for which the Additional License is purchased, and the User shall pay the Company the compensation stipulated by this Agreement.
This Agreement is considered concluded only after the User has fulfilled the following conditions: the User has provided truthful, accurate and complete personal information according to the form available on the Official Website of the Company at https://simtechdev.com/ the User has accepted the conditions of this Agreement; the User has paid the compensation for the Full License and/or the Additional License.
2. PRICE AND ORDER OF PAYMENT OF COMPENSATION
The Company provides the User with the Full License and/or the Additional License only after the User has paid the compensation which amount is defined on the Official Website of the Company.
The compensation is paid by the User through the Company’s Payment System or via a direct wire transfer to the bank account of the Company based on the invoice issued by the Company.
3. RIGHTS AND OBLIGATIONS OF PARTIES
The Company has the right to:use the information received from the User to improve the Program, including informing the User about the introduced improvements, updates;notify the User that the copy of the Program is illegal and is used without the Full License and/or the Additional License.
The Company shall:provide the User with the Full License and/or the Additional License if the User has fulfilled all the conditions of this Agreement;grant the User access to the Help Desk System.
The User shall:Use the Program only in the way specified in this Agreement and in the License Agreement;pay the compensation to the Company on time and in full;notify the Company of any (full or partial) illegal Use of the Program by a third party without delay;not transfer the rights received from the Company under this Agreement to a third party.
4. EXCLUSIVE RIGHTS
The Company owns a non-exlusive license for the Program, as well as the Company has the exclusive right to its own registered trademarks.
5. CONFIDENTIALITY AND PERSONAL INFORMATION
The User pledges not to disclose the Confidential Information, protect from and prevent unauthorized disclosure of the Confidential Information, and take appropriate measures to protect the Confidential Information.
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 through the fault of the User without a written consent of the Company, the User shall indemnify the Company for all suffered damages.
The Company guarantees that personal information and other personal data provided by the User 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 User 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 informationand 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 Program is provided “AS IS” with all possible malfunction and in the state that is actual by the time the User pays the compensation to the Company.
Under no circumstances the Company guarantees error-free and uninterrupted performance of the Program and that the Program will meet the requirements of the User as well as the Company disclaims any other warranties to the extent to which it is permitted by the effective law.
The User assumes all the risks related to the performance and the Use of the Program, including the risk of not getting the expected profit from the Use of the Program, the risk of a software failure after the Program is installed, etc.
Under no circumstances the Company is liable to the User for any damages (including, but not limited to, any loss of profits and confidential or other information, the damages caused by an interruption of the business, loss of revenue, turnover, business reputation or data, neglected business opportunities, any indirect, incidental, special, punitive or consequential damages) related to the Use of the Program or impossibility to Use the Program.
In the event that the law of the User’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 incurred from Using this Program if the damage is caused by a tort of the Company, or if the damage is caused by the reasons that the Company knew or should have known. The maximum amount of liability of the Company is limited to the amount of the compensation that the User paid for one Full License.
8. TERM AND TERMINATION OF THE AGREMENT
The Agreement comes into effect on the date of fulfillment of all the conditions stipulated by Section 1 of this Agreement and is effective until terminated. The Agreement and the Full License and/or the Additional License are terminated immediately after the User violates any part of this Agreement without any additional notice from the Company. And the User consents to immediately remove the Program together with all copies, modifications and upgrades, or any Program-based Derivatives.
The territory for this Agreement shall be the entire world. The User has the right to terminate the Full License and/or the Additional License at any time by discontinuing the Agreement and removing the Program together with all copies, modifications and upgrades, or Program-based Derivatives along with sending an appropriate notification to the Company not less than 3 (three) business days before the termination date. The Agreement will be deemed terminated from the date the Company receives the notification from the User.
In all cases, termination of the Full License and/or the Additional License and the Agreement deprives the User of the right to claim the return of the compensation paid to the Company as well as any other indemnification, except for the case provided by the Company’s policy on refunding the compensation paid by the User for the Full License. The contents and the conditions of the compensation refund policy are available on the Official Website of the Company at https://simtechdev.com/legal-docs/refund-policy/.
9. 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 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.
10. DISPUTE SETTLEMENT PROCEDURE
The User acknowledges that the Company may suffer damage if the conditions of this Agreement are not respected, and therefore the User 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://www.tpprf-mkac.ru/en/2010-06-13-13-33-51/regleng), 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.
10. FINAL PROVISIONS
This Agreement complies with the effective law of the Russian Federation and international agreements on copyright and intellectual property. The appropriate law to interpret this Agreement and all relationships coming from the scope of the Agreement is the substantive and the adjective law of the Russian Federation.
If any condition of this Agreement for any reason becomes unenforceable, or is voided or declared invalid by the competent court, 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 User acknowledges that before paying the compensation, he has read this Agreement carefully and understood it completely, and agrees to accept its terms and conditions.
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 User are considered created in the proper written form if they are sent from the email address given by the User 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.