This license 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 “User“), hereinafter jointly referred to as the “Parties“.
This Agreement contains definitions and conditions under which the User can use Multi-Vendor.
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.
Multi-Vendor 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 #2014614177).
Program means the 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 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.
Website means a resource available on the Internet through a common Domain Name.
Trial License means the right to Use the Program (one copy) on one Website within thirty (30) days after the first installation of the Program provided by the Copyright Owner to the User.
Full License means the right to Use the Program (one copy) on one Website provided by the copyright owner to the User for an unlimited time.
License Domain Name means the Domain Name for which the User obtains the Full License and which is provided by the User upon purchase of the Full License.
Reseller means a legal entity or a private entrepreneur empowered to distribute the Trial Licenses, the Subscription Licenses or the Full License.
Confidential Information means the contents of the Program (source code) as well as other information about the Program that the Copyright Owner may deem confidential.
1. GENERAL PROVISIONS
The User shall Use the Program within the bounds of this Agreement only. By Using the Program, the User thus consents to the conditions set forth in this Agreement. If the User does not wish to be bound by the conditions of this Agreement, he shall not Use the Program.
The Copyright Owner notifies the User that the Program is not sold to the User, but, in accordance with this Agreement, the User gains the right to Use the Program (within the period stipulated by the Trial License or the Full License) under a simple non-exclusive license.
Every Use of the Program is subject to this Agreement. Any Use of the Program or any of its parts, which contradicts the conditions of this Agreement, is prohibited. If the law of the User’s country makes a provision for a different order of using similar products, the User has the right to Use the Program only in the way and within the bounds stipulated by this Agreement.
2. GRANT OF LICENSE
The Copyright Owner provides the User with the Trial License under a simple non-exclusive license on the territory mentioned in Section 7 of this Agreement only once, provided that the Program may be available on the Internet only through one Domain Name. If the User was provided with the Trial License earlier, the Trial License is not provided to him again.
The User having the Trial License shall keep the text “Powered by CS-Cart” which contains a hyperlink to the site http://www.cs-cart.com on each page of the Program. Upon removing this text and/or the hyperlink the User bears liability for infringing the Copyright Owner’s exclusive rights in accordance with the effective law of the Russian Federation and international agreements on copyright and intellectual property.
The User shall, upon expiration of the term granted by the Trial License, purchase the Full License on the Website http://www.cs-cart.com or from the Reseller or remove the Program both from the Website on which Domain Name the Program is used and from other media if any.
The Copyright Owner provides the User with the Full License under a simple non-exclusive license on the territory mentioned in Section 7 of this Agreement only after the User pays the compensation on the website http://www.cs-cart.com or to the Reseller provided that the Program may be available on the Internet only through one License Domain Name.
3. EXCLUSIVE RIGHT AND LIMITATIONS
The Copyright Owner owns personal non-property copyrights and an exclusive right to the Program.
The Copyright Owner has the right to:notify the User that the copy of the Program is illegal and is used without the Trial License or the Full License.
The User has no right to:make copies of the Program and let a third party copy the Program;deploy additional copies of the Program on the Website which Domain Name the Trial License or the Full License was obtained for;Use the Program on other Domain Names, if no appropriate Full License was obtained for them;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;sell, transfer, obligate, license, sublicense, rent, lease, give for temporary use, yield or convey (by selling, exchanging, giving as a gift, by law, or in any other way) the Program, any of its copies (or any of its parts), the Trial License or the Full License and other rights to them, partially or in full, to a third party without a prior written consent of the Copyright Owner;remove, hide, modify or make barely visible any copyright, trademark or other proprietary notices contained within any part of the Program without a prior written consent of the Copyright Owner;prevent the Copyright Owner from obtaining information about the Use of the Program;use the Program after the Trial License expires.
The User may not remove, disable or modify the part of the Program source code that verifies the Program authenticity and ascertains whether the User has the Trial License or the Full License.
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. If the information, which is confidential according to this Agreement, becomes available to a third party without a consent of the Copyright Owner, the User agrees to indemnify the Copyright Owner for all suffered damages.
5. WARRANTIES AND LIMITATIONS
The Program is provided “AS IS” with all possible malfunction and in the state that is actual by the time the Copyright Owner provides the User with the Trial License or the Full License.
Under no circumstances the Copyright Owner guarantees error-free and uninterrupted performance of the Program and that the Program will meet the requirements of the User as well as the Copyright Owner 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, the risk of a software failure after the Program is installed, etc.
Under no circumstances the Copyright Owner 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 Copyright Owner is recognized by the competent court, the Copyright Owner will be liable only for actual damage incurred from Using the Program if the damage is caused by a tort of the Copyright Owner, or if the damage is caused by the reasons that the Copyright Owner knew or should have known. The maximum amount of liability of the Copyright Owner is limited to the amount of the compensation that the User paid for one the Full License.
The limitations of liability of the Copyright Owner that are specified in this section of the Agreement apply to the Program and all associated objects.
7. TERMINATION OF LICENSE AND AGREEMENT
The Agreement is effective until terminated. The Agreement is terminated after the Trial License expires. The Trial License expires thirty (30) days after the first installation of the Program. The Agreement is also terminated, and the Trial License or the Full License expires immediately after the User violates any part of this Agreement without any additional notice from the Copyright Owner. 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 Trial License or the Full 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 Copyright Owner. The Agreement will be deemed terminated from the moment the Copyright Owner receives the notification from the User.
8. 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 he has read this Agreement carefully and understood it completely, and agrees to accept its terms and conditions.
The Copyright Owner may unilaterally change this Agreement. The User is notified of the changes through a notice on the site http://www.cs-cart.com where the text of the changes is published. The changes in the conditions of the Agreement shall come into force on the date of publishing on the site http://www.cs-cart.com, unless otherwise is specified in the publication, and become mandatory for acceptance and satisfaction by the User for further Use of the Program.
The User acknowledges that the Copyright Owner may suffer damage if the conditions of this Agreement are not respected, and therefore the User agrees that the Copyright Owner 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 location of the Company. In case a Client is a legal entity or individual entrepreneur registered outside the Russian Federation, 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.
The Parties acknowledge the legal validity of the documents sent by email. The documents sent by the Copyright Owner are considered created in the proper written form if they are sent from sales@CS-Cart.com.
The Program is protected by the law of the Russian Federation and international legislation on copyright and intellectual property.
© 2004 Vladimir V. Kalynyak, Alexey V. Vinokurov, Ilya M. Shalnev