This Software Installation 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 installing CS-Cart and/or Multi-Vendor on the Website of the Client.
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 of CS-Cart or Multi-Vendor including all updates.
License means the right provided by the Company allowing the Client to use one copy of the Program.
Domain Name means a unique alphanumeric character set assigned 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.
Official Website of the Company means the website of the Company available on the Internet at http://www.simtechdev.com.
Confidential Information means the contents of the Program (source code), all documents, printed materials, help and online documentation or other information related to the services rendered under this Agreement.
1. General Provisions
In order to conclude the Agreement, the Client provides truthful, accurate and complete personal information according to the form available at 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.
Subject to the terms and conditions of this Agreement, the Company shall perform a one-fold installation of the Program to the Website of the Client. The cost of services under this Agreement is defined on the Official Website of the Company at http://www.simtechdev.com/software-installation-service.html.
2. Terms and Conditions of the Program Installation
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 paid the full cost of the installation services, he shall provide the Company with the following information:
- temporary remote access to the Website of the Client;
- URL of the Program through which it shall be available in a browser after the installation has been finished;
- MySQL server address;
- name of the MySQL database to which the database of the Program will be installed;
- name of the MySQL user owning all rights to access the foregoing MySQL database, and password of such user.
If the Client is unable to provide the foregoing information, he shall provide 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.
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 one (1) business day following the day such information was provided.
After all the works on the installation of the Program on the Website of the Client have been performed, the Company provides the Client with all the access information, and the Client tests the installed Program for no longer than ten (10) business days. After the testing has been performed, the results of installing the Program on the Website of the Client are deemed accepted by the Client.
3. Confidentiality and Personal Information
All documents and information related to the Program installation on the Website of the Client 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 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.
4. Warranties and Limitations
The Company guarantees that the Program will be installed on the Website of the Client within the time frame provided for in this Agreement.
The foregoing Company's guarantees are given in lieu of all other guarantees, whether express or implied.
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 Program installed by the Company on the Website of the Client including the installation of and/or change in the settings of PHP and/or MySQL.
The Company shall not be liable for any unauthorized access to the Website of the Client by any third party if such act caused destruction or modification of the Program.
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.
6. 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 firstname.lastname@example.org. 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.