This Web Design Integration 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 of integrating a web design for 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, 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.
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.
Web Design means the graphic design provided by the Client in the form of a graphic template or its compound parts - a logo, banner and other graphic materials - in the PSD format.
Integration means the change to the appearance of the Program installed on the Website of the Client in accordance with the Web Design.
Program Modifications mean a source code developed by the Company for the Integration.
Specification means the description of the Web Design integration project prepared by the Company in accordance with the Client's wishes.
Demo Site means the website of the Company available on the Internet at http://simtechdev.net.
Official Website of the Company means the website of the Company available on the Internet at http://www.simtechdev.com.
Customer Help Desk System means the software that is installed on the Official Website of the Company and is available at http://www.simtechdev.com/helpdesk
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.
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 performs the Integration service. The cost of the Integration service is calculated from the Web Design complexity and Client's preferences, and is included in the Specification which constitutes an integral part of the Agreement.
According to this Agreement, the Company owns an exclusive right to the Program Modifications and grants the Client the right to use the Program Modifications for a compensation according to a simple nonexclusive license. The amount of the compensation is included in the full cost of works which is defined in the Specification.
The Client shall use the Program Modifications within the bounds of this Agreement only. By using the Program Modifications, the Client thus consents to the conditions set forth in this Agreement. Any use of the Program Modifications that contradicts the terms and conditions of this Agreement is prohibited.
2. Terms and Conditions
he Company prepares the Specification according to the Client's request for the Integration service and provides it to the Client for approval. The Specification shall include a statement of work on the Integration as well as the total amount to be paid under this Agreement and the time frame for such works. After the Client has approved the Specification the Company issues an invoice to the Client. The Client shall pay the full cost of the Integration as specified in the invoice. The Company informs the Client of the exact date when the Integration will begin after the payment has been confirmed and the Company has received the money.
After the Specification has been approved and the Client has paid the invoice no changes may be made to the Specification. If any changes or additions to the Integration 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 (including the Company's informing the Client of the development start date) defined in this Agreement for the Specification.
3. Rights and Obligations of the Client
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. 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.
The Client shall 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.
The Client guarantees that the version and edition of the Program installed on the Website of the Client at the time the Client provides the temporary FTP access or at the time the Specification is approved will coincide with the version and edition of the Program installed on the Website of the Client at the time the Company installs the final result of the Integration service on the Website of the Client or at the time the Client is provided with such result in the form of an archive containing the modified files and installation instructions.
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.
The Client has the right to cancel the Integration service rendered by the Company at any time after the Client has approved the Specification and has fully paid for the Integration service. If such request from the Client is received before the Company has begun to render the Integration service, the Company reserves twenty per cent (20%) of the total sum paid for the Integration as the cancellation fee, and if the Client cancels the Integration after the Company has begun the Integration, the cancellation fee is calculated in proportion to the volume of work performed by the Company.
The Client has the right to defer paying the invoice for the Integration service for up to thirty (30) days of the date the Company issued the invoice. After this period has expired, the cost and the time frame within which the Integration service will be rendered shall be deemed invalid, and the Company will revise the cost and the time frame of the project and add appropriate changes.
4. Integration Service Delivery and Acceptance
The delivery and acceptance of the final result of the Integration service is performed on a step by step basis.
Delivery: After all the work on the Integration has been performed, the Company demonstrates the final result of the Integration and the Client tests it on the Demo Site. The testing must take no longer than ten (10) days to accomplish. After the result has been successfully tested (if no differences from the Specification have been found), the Client provides the Company with the temporary remote access to the Website of the Client, and the Company installs the Program Modifications to the Program installed on the Website of the Client. In the event the Client refuses to provide the temporary remote access to the Website of the Client, the Company provides the Client with such Program Modifications in the form of an archive containing the modified files and installation instructions.
If the Client does not answer to the Company's notification of the Integration service completion and of the possibility to test the final result on the Demo Site for more than two weeks, the Company provides the Client with the Program Modifications in the form of an archive containing the modified files and installation instructions which will be available for download on the File Area page in the Customer Help Desk.
Acceptance: After the Company has installed the Program Modifications to the Program installed on the Website of the Client or after the Client has been provided with such Program Modifications in the form of an archive containing the modified files and installation instructions, the Integration service rendered by the Company to the Client is considered as accepted by the Client.
5. Intellectual Property and Use Limitations
Subject to the terms and conditions of this Agreement, the Company creates an intellectual property result (Program Modifications). The Company possesses the exclusive property right to the Program Modifications and the Derivatives Based on Program Modifications.
With respect to the Program Modifications developed under 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 Program Modifications on the territory of all countries for the duration of the exclusive right, namely, the Company grants the Client the following rights:
The Company grants the Client the right to use the Program Modifications developed by the Company only under the terms and conditions set forth in this Agreement.
The Client has no right to:
The Client grants the Company the following rights:
6. Confidentiality and Personal Information
All documents and information related to the Integration service 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.
7. Warranties and Limitations
The Company guarantees that the Integration service will be rendered according to the Specification approved by the Client.
If within three (3) months after the Client accepts the end result of the Integration service, the Client reveals any errors and/or incompatibilities with the Specification, the Company shall eliminate these errors and/or incompatibilities at his own expense. After the three (3) months are over, the elimination of any errors and/or incompatibilities will be performed at extra cost.
The foregoing guarantees are given in lieu of all other guarantees, whether express or implied.
The Client guarantees that the Web Design provided by the Client in order that the Company can perform the Integration service is not burdened with any third party's requirements, that the Client possesses the exclusive right to the Web Design 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 end result of the Integration service.
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 Web Design 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.
9. 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.