This Web Design Agreement (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 "Client"). This Agreement contains terms and conditions for creating a web design for the Client. By accepting the terms and conditions of this Agreement, the Client agrees to use the web design created by the Company only under the terms and conditions set forth in this Agreement.
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).
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 any version, edition of the CS-Cart or Multi-Vendor including all updates
License means the right provided by the copyright owner to use one copy of the Program.
Standard Design means the design created by the Company for the Program for which the Client has the License.
Special Design means the design created by the Company irrelatively to the Program.
Banner means any image, including an animated one, that has promotional or informational nature.
Logo means any unique graphic or typographic representation of the Client's full or short company name, trademark, products or services.
Web Design means any Standard Design, Special Design as well as Banner, Logo or other graphic materials or any other their combination created by the Company for the Client.
Specification means the description of the Web Design creation project prepared by the Company in accordance with the Client's wishes.
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 for the purpose of the Web Design creation.
Official Website of the Company means the website of the Company available on the Internet at http://www.simtechdev.com.
Confidential Information means the Specification, all documents, printed materials, help and online documentation or other information related to the Web Design creation.
1. General Provisions
Subject to the terms and conditions of this Agreement, the Company shall render the Client Web Design creation services. The price of work under this Agreement is calculated by the Company based on the complexity of web-design to be developed and is defined in the Specification.
In order to conclude the Agreement, the Client provides truthful, accurate and complete personal information according to the form available on the Official Website of the Company at http://www.simtechdev.com/index.php?dispatch=profiles.add. The Client guarantees that the information submitted through the form is trustworthy.
2. Terms and Conditions of the Web Design Creation
The Company prepares the Specification according to the services selected by the Client and provides it to the Client for approval. The Specification shall include a statement of work on Web Design creation as well as the total amount to be paid under this Agreement and the time frame for the Web Design creation. After the Client has approved the Specification, the Company issues an invoice to the Client. The Client shall pay the full cost for the Web Design creation 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 exact date when the Web Design creation will begin.
After the Specification has been approved and the Client has paid the invoice, no changes may be made to the Specification. In case of any changes or modifications to the Web Design creation, they shall be converted into a separate Specification that shall be considered irrelative to the existing Specification. According to this separate Specification, the Company issues an invoice to the Client. After the payment has been confirmed and the Company has received the money, the Company informs the Client of the exact date when the changes and modifications to the Web Design will begin to be developed.
In the event that the Company needs the Information Materials to create the Web Design, the Client shall provide such materials prior to the beginning of the works by the Company. If the Client fails to provide or delays the provision of the Information Materials that the Company needs for the Web Design creation, the Company sends the Client a notification informing that the works will be suspended till the Client provides the Information Materials. The time frame designated for the Web Design creation under this Agreement shall be extended by the period equal to the delay so caused.
The Web Design created by the Company is provided to the Client in the form of graphic files available for download in a special section on the Official Website of the Company.
The Client has the right to cancel the Web Design creation by the Company at any moment after the Client has approved the Specification and paid the full cost for the Web Design creation service. In the event that such request is received from the Client before the moment the Company starts to create the Web Design, the Company reserves twenty per cent (20%) of the full cost. In the event the Client cancels the service after the Company has begun creating the Web Design, the cost for the service is withheld proportionally to the amount of the work performed by the Company, but the amount to be withheld should not be less than 20%.
3. Intellectual Property and Use Limitations
Subject to the terms and conditions of this Agreement, the Company creates intellectual property items (Web Design and its compound parts).
The Company possesses exclusive property rights to the intellectual property that was created by the Company before concluding this Agreement and that is used to perform the works under this Agreement.
The Client possesses exclusive property rights to the Information Materials.
With respect to the Web Design created under this Agreement, the Company grants the Client an exclusive license (the right to use the result of intellectual activity without the Company's right to grant licenses to a third party) to use the Web Design 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 possesses exclusive property rights to all design templates and sketches that were created by the Company during the Web Design creation under this Agreement, and that were not included in the final version of the Web Design.
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 Web Design creation services;
- to include the Web Design created 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.
The Company grants the Client the right to use the Web Design created by the Company only under the terms and conditions set forth in this Agreement.
The Client has no right to:
- use himself and let a third party use the Web Design (or any of its compound parts) created by the Company to create a derivative design. In the event that the Web Design or any its compound part is used to create a derivative design, the Company will possess the exclusive right to such design;
- make copies of the Web Design for the purpose of selling, donating, licensing and sublicensing, renting, leasing or giving for temporary use.
4. Confidentiality and Personal Information
All documents and information related to the Web Design creation, excluding Information Materials, 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 the Company's consent, 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 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 Client 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.
5. Warranties and Limitations
The Company guarantees that the Web Design will be created according to the Specification approved by the Client. The Company guarantees that it will not use the Information Materials to create other designs.
The foregoing guarantees are given in lieu of all other guarantees, whether express or implied.
The Client guarantees that the provided Information Materials are not burdened with any third party's requirements, 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.
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 Web Design.
The Company shall not be liable for any unauthorized access to the Web Design by any third party if such act caused destruction or modification of the Web Design.
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 Russian Federation 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.
7. Final Provisions
This Agreement complies with the effective law of the Russian Federation and international agreements.
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.
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 Company are considered created in the proper written form if they are sent from email@example.com. 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 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.