Services Agreement

March 01, 2022

This Services Agreement (hereinafter referred to as the “Agreement”) constitutes a contract between Bolide Network LLC, San Diego CA, USA (hereinafter referred to as the “Company”), and the Client (hereinafter referred to as the “Client”). This Agreement contains terms and conditions for provision of service to the Client. By accepting the terms and conditions of this Agreement, the Client agrees to use the result of the service provided by the Company only under the terms and conditions set forth in this Agreement.

1. TERMS AND DEFINITIONS

CS-Cart means the copyright software registered at the Federal Service for Intellectual Property, at the U.S. Copyright Office of the Library of Congress (certificate #TX 6-852-685).

Multi-Vendor means the software registered at the U.S. Copyright Office of the Library of Congress (certificate #TX8903691).

Program means any version, edition of CS-Cart or Multi-Vendor including all updates.

License means the right provided by the copyright owner to use one copy of the Program.

Domain Name means a unique alphanumeric name intended to identify a resource on the Internet.

Website means a resource on the Internet available through one Domain Name.

Website of the Client means a Website which Domain Name has a License assigned to it.

Official Website of the Company means the website of the Company available on the Internet at https://simtechdev.com and all its subdomains.

Specification means the statement of work to be performed within the framework of the service as well as the total amount to be paid and the time frame for such works prepared by the Company in accordance with the Client’s needs.

Demo Site means the Website of the Company available on the Internet at https://simtechdev.com or its subdomains.

Customer Help Desk System means the software that is installed on the Official Website of the Company and is available at https://helpdesk.simtechdev.com.

Confidential Information means the Program Modifications, Specification, all documents, printed materials, help and online documentation or other information related to the services rendered under this Agreement.

Program Modifications mean a separate software (or a source code) developed by the Company in order to modify the Program installed on the Website of the Client.

Derivatives Based on Program Modifications mean any program, work or information created by the Client or a third party using the Program Modifications or any of their parts.

Web Design means the graphic design provided by the Client in the form of a graphic template or its compound parts – a logo, a banner and other graphic materials – in the PSD or HTML format. Alternatively it can be any design created by the Company for the Client.

Web Design Creation means the process of design creation by the Company for the Website of the Client. Design creation is provided in PSD format and does NOT include any changes on the client’s website.

Web Design Integration means the change to the appearance of the Program installed on the Website of the Client in accordance with the Web Design.

Special design means unique design created by the company for the Client’s project only and different from the default design of the Program.

Information Materials mean any text, graphic, audio, video, photo materials as well as any other materials presented through different media (electronic, paper, etc.) provided by the Client and used for rendering the service under this Agreement.

Logo means any unique graphic or typographic representation of the Client’s full or short company name, trademark, products or services.

Banner means any image, including an animated one, that has promotional or informational nature.

Program Upgrade means changing a version or edition of the Program installed on the Website of the Client by the Company.

2. GENERAL PROVISIONS

2.1. Estimate

In order to conclude the Agreement, the Client provides truthful, accurate and complete personal information according to the special quote form available at the Official Website of the Company. The Client guarantees that the information submitted through the form is complete and trustworthy.

The cost of work performed under this Agreement is calculated in accordance with the complexity of the development service or any other service listed on the Official Website of the Company and requested by the Client, and is defined in the Specification that forms an integral part of this Agreement.

To calculate the rough cost of rendering the services, the Client shall provide the Company with the following information:

Temporary full access to the administration panel of the Program;
Temporary remote access to the Website of the Client (SFTP/SSH/cPanel);
Any other information requested by the Company on the later stage.

2.2. SPECIFICATION

The Company prepares the Specification according to the Client’s request and provides it to the Client for approval through the Customer Help Desk System. The Specification shall include a statement of work to be performed within the framework of the service as well as the total amount to be paid under this Agreement and the time frame for such works. The Specification is only valid within three (3) business days after the receipt and the Company has a right to revise and amend the Specification after the 3 business days period.

At the stage of preparing the Specification, the Client shall inform the Company if the source code of the Program installed on the Website of the Client contains any changes in comparison with the source code of the default version and edition of the Program developed by the Company. In case the source code contains any changes, the Client shall provide a temporary remote access to the Website of the Client for the purpose of copying the Program files and database to the Company’s server, or independently prepare an archive containing all the Program files and database and provide it to the Company before the Specification is approved.

After the Client has approved the Specification, the Company issues an invoice to the Client through the Customer Help Desk System. The Client shall pay the full cost for the services as specified in the invoice. After the payment has been confirmed and the Company has received the money, the Company informs the Client of the date when the work will begin.

After the Client has paid the invoice, no changes may be made to the Specification. If any changes or additions to the Specification are required, they shall be converted into a separate Specification that shall be considered irrelative to the existing Specification. Such separate Specification shall conform to the standard approval and invoice issuing/paying procedures defined in this Agreement for the Specification.

The Client shall use the result of the development or other services within the bounds of this Agreement only. By using the result, the Client thus consents to the conditions set forth in this Agreement. Any use of the result of the service that contradicts the terms and conditions of this Agreement is prohibited.

In the event that the Company needs the Information Materials to render the Service, the Client shall provide such materials prior to the beginning of the works by the Company. The Company guarantees that it will not use the Information Materials provided by the Client to perform other services. If the Client fails to provide or delays the provision of such Information Materials, the works will be suspended till the Client provides the Information Materials. The time frame designated for the services under this Agreement shall be extended by the period equal to the delay so caused.

2.3. DELIVERY AND ACCEPTANCE

After all the works included in the Specification have been finished, the Company demonstrates and the Client tests the results on the Demo Site provided that the testing takes no longer than ten (10) business days. After the testing has been completed and in the event that there are no contradictions with the Specification, the Client approves the period when the result of the services should be installed to the Website of the Client and provides the Company with a temporary remote access to it. The Company installs the results of the completed work to the Program installed on one Website of the Client. Installations on additional Client’s websites are charged extra. If the client wants us to transfer the changes to the production environment not at the working hours, at the weekend or during public holidays, it can be done for extra payment.

In the event that the Client refuses to provide a temporary remote access to the Website of the Client or does not provide any response to the Company’s notification that the works have been completed and can be tested by the Client on the Demo Site, the Company provides the Client with the results of completed work in the form of an archive containing the modified files and the instruction on their independent installation to the Program installed on the Website of the Client which will be made available for download on the File Area page in the Customer Help Desk.

After the Company has installed the results of completed work to the Program installed on the Website of the Client or from the moment the Client has been provided with an archive containing the modified files and the instruction on their independent installation to the Program installed on the Website of the Client, the results of the services provided by the Company are considered accepted by the Client and the warranty period starts.

2.4. OBLIGATIONS

The Client guarantees:

2.4.1. That all the Information Materials provided by the Client in order that the Company performs the service is not burdened with any third party’s requirements.

2.4.2. That the Client possesses the exclusive right to the Information Materials and/or has all required permissions from authors and other copyright owners with regard to the provided Information Materials.

2.4.3. That the version and edition of the Program installed on the Website of the Client at the moment the Client provides the temporary remote access (as well as the archive containing all the Program files and database) or at the moment the Specification is approved will remain unchanged at the moment the Company installs the Program Modifications to the Program installed on the Website of the Client or at the moment the Client is provided with the Program Modifications in the form of an archive containing the modified files and the instruction on their independent installation to the Program installed on the Website of the Client.

2.4.4. That the Client will not change the source code of the Program installed on the Website of the Client:

from the moment the Client has provided a temporary remote access to the Website of the Client or an archive containing all the Program files and database (if the Client uses the Program with the modified source code) OR
from the moment the Specification has been approved (if the Client uses the Program without any changes in the source code) and before the moment the Company installs the Program Modifications to the Program installed on the Website of the Client OR
before the moment the Client is provided with the Program Modifications in the form of an archive containing the modified files and the instruction on their independent installation to the Program installed on the Website of the Client.

If the Client fails to perform this obligation or violates the given guarantee, the Company will not install the Program Modifications to the Program installed on the Website of the Client. Instead it will provide the Client with the Program Modifications in the form of an archive containing the modified files and the instruction on their independent installation to the Program installed on the Website of the Client.

3. SPECIFIC SERVICES

3.1. Terms of service are governed by a separate agreement:

3.2. The program installation and upgrade services are to be performed according to General Provisions specified in section 2 of this Agreement except the following points.

To calculate the total cost of rendering services, the Client shall provide the Company with the following information:

URL of the Program through which is available in a browser after the installation has been finished,
temporary remote access to the Website of the Client (SFTP/SSH/cPanel);
MySQL server address;
name of the MySQL database to which the database of the Program will be installed;
name of the additional MySQL database on which the upgraded Program database will be installed;
name of the MySQL user owning all rights to access the foregoing additional MySQL database, and password of such user.
The client must make sure that the IP of the Company is in white list and there is no firewall interfering in the installation process

If the Client is unable to provide the foregoing information, he provides an access to the control panel of the Website of the Client (CPanel, Plesk, etc).

If it is required to install or configure PHP or MySQL on the Website of the Client, the Client shall provide the Company with a full access to the Website of the Client in order that the Company can perform all the necessary actions.

The Company performs a one-fold installation of the Program to the Website of the Client after the Client has paid the full cost of the installation services.

After the Client has provided all the information necessary for the Website of the Client and the Company has ascertained the correctness of the provided information, the Company installs the Program on the Website of the Client within three (3) business days following the day such information was provided.

4. INTELLECTUAL PROPERTY AND USE LIMITATIONS

Subject to the terms and conditions of this Agreement, the Company creates an intellectual property result (result of the development or any other services). The Company possesses the exclusive property right to the result of rendered service and the Derivatives Based on this result.

With respect to the result of the development provided in accordance with this Agreement, the Company grants the Client a non-exclusive license (the right to use the result of intellectual activity with the Company’s right to grant licenses to a third party) to use the result of development on the territory of all countries for the duration of the exclusive right, namely, the Company grants the Client the following rights:

the right to reproduce;
the right to publicly demonstrate;
the right to proclaim.

The Company grants the Client the right to use the result of services rendered by the Company only under the terms and conditions set forth in this Agreement.

The Client has no right to:

make copies of the result of services or create Derivatives Based on result of develop for the purpose of selling, donating, licensing and sublicensing, renting, leasing or giving for temporary use as well as assigning or otherwise transferring (by selling, exchanging, donating as well as arising by operation of law or otherwise).

The Client grants the Company the following rights:

to publish the Client’s company name and trademark on the Official Website of the Company in the roster of enterprises to whom the Company rendered the services;
to include the result of the service rendered for the Client in the design portfolio on the Official Site of the Company;
to mention the Client’s company name and trademark for marketing and advertising purposes that the Company pursues.

5. CONFIDENTIALITY AND PERSONAL INFORMATION

All documents and information related to the project constitute trade secrets and proprietary information belonging to the Company. The Client pledges not to disclose Confidential Information, protect from and prevent unauthorized disclosure of the Confidential Information, and take reasonable measures to protect Confidential Information. If the information, which is confidential according to this Agreement, becomes available to a third party without a consent of the Company, the Client agrees to indemnify the Company for all suffered damages.

The Company guarantees that personal information and other personal data provided by the Client to the Company will be used by the Company solely for the purposes of executing this Agreement. Such information is not subjected to transfer to any third party except for the cases as stipulated by the current legislation of the California USA. By concluding this Agreement, the Client grants the Company the right to process (including, but not limited to: gather, systematize, store, revise, update, change, use, transfer within the and abroad) their personal information and other personal data in any way not contradicting the current legislation of the (which includes not using any automation facilities) for the purpose of performing obligations of the Agreement.

6. WARRANTIES AND LIMITATIONS

The Company guarantees that the services will be rendered according to the Specification approved by the Client.

In the event that the Client finds any errors and/or contradictions with the Specification within the period of 100 calendar days from the moment the Client has accepted the results of the development of the Program Modifications by the Company and in the absence of any changes in the Program Modifications and any part of the software, which were made either by the Client or a third party, the Company shall remove these errors and/or contradictions at its own expense. In the event that the Client or a third party makes any changes to the Program Modifications, the warranty terms are not applicable. Upon expiration of the three-month period since the Client has accepted the results of the development of the Program Modifications by the Company, the removal of errors and/or contradictions with the Specification shall be performed at extra charge.

Additional warranties may be listed in the Specification. In the event of any inconsistency between the Specification and the Agreement or a difference in the interpretation thereof, the Specification shall prevail. The foregoing guarantees of the Company are given in lieu of all other guarantees, either expressed or implied.

7. REFUND PROCEDURE

The suspending or termination of the service requested by the Client is regulated by the official Refund Policy and Procedure: https://simtechdev.com/legal-docs/refund-policy/

8. LIABILITY

The Company is not liable to the Client for any damages and/or losses (including an interruption of the business, loss of information, loss of profits, business reputation and other property damage) related to the usage of the result of the developed software or any other service.

The Company shall not be liable for any unauthorized access to the result of the service by any third party if such act caused destruction or modification of the result of service.

The Company is not liable for the content and the quantity of information about products and services or other information distributed by the Client through the Internet.

In the event that the Company receives any claims or faces any suits for infringement of copyright and/or neighboring rights of third parties in connection with the use of the Information Materials provided by the Client, pursuant to the terms of this Agreement, the Client agrees to settle such claims or take other necessary measures that protect the Company from any damages and losses or fully indemnify the Company for such damages and losses.

In the event the Client infringes any copyright and/or neighboring rights of the Company, the Client shall be fully responsible for each such infringement according to the effective law of the USA and international agreements on copyright and intellectual property.

The Company shall not be liable for any complete or partial failure to perform any of its obligations hereunder if this failure is due to force majeure, such as flood, fire, earthquake and other natural disasters, war or acts of war, acts of governmental authority, that occurred after the Agreement was concluded and that is beyond the control of the Company.

9. FINAL PROVISIONS

This agreement complies with the applicable law, as noted in the Invoice.

Any dispute arising out of or in connection with this agreement, including any question regarding its interpretation, validity or termination, shall be referred to and finally resolved by the court, as noted in the Invoice.

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

The Client 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 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.

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 protected]. The documents sent by the Client are considered created in the proper written form if they are sent from the email address given by the Client to the Company. An email message is considered to be sent to the proper email address if it is sent to the email address [email protected] or posted in the Customer Help Desk.-