X-Cart 5 Enterprise Edition End-User License Agreement

EULA for X-Cart Multivendor edition can be found here.

Copyright © 2001-2020 X-Cart Holdings, LLC. All rights reserved.

Rev. date: September 1, 2020

PLEASE READ

THIS AGREEMENT EXPRESSES THE TERMS AND CONDITIONS ON WHICH YOU MAY USE THE DOWNLOADABLE VERSION OF X-CART ENTERPRISE EDITION AND ASSOCIATED DOCUMENTATION THAT X-CART HOLDINGS, LLC, A DELAWARE CORPORATION, THROUGH ITS SUBSIDIARIES (hereinafter referred to as “THE AUTHOR”) IS FURNISHING OR MAKING AVAILABLE TO YOU WITH THIS AGREEMENT (COLLECTIVELY, THE “SOFTWARE”). PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AND YOUR COMPANY (COLLECTIVELY, “YOU”) ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE. VARIOUS COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS PROTECT THE SOFTWARE. THIS AGREEMENT IS A LICENSE AGREEMENT THAT GIVES YOU LIMITED RIGHTS TO USE THE SOFTWARE AND NOT AN AGREEMENT FOR SALE OR FOR TRANSFER OF TITLE. THE AUTHOR RETAINS ALL RIGHTS NOT EXPRESSLY GRANTED BY THIS AGREEMENT.

Your agreement with Author will also include the Additional Terms (as defined below) by reference. The Additional Terms shall include, but are not limited to, the terms and policies set out in paragraph 9 below. In order to use the Software, You must accept the Additional Terms.

The author forbids, under any circumstances, the unauthorized reproduction of the Software or use of illegally obtained software. Making illegal copies of the Software is prohibited. Individuals who violate copyright law and software licensing agreements may be subject to criminal or civil action by the owner of the copyright.

The Software is provided in open-source code form, and this License agreement is applied to Enterprise editions of the Software.

  1. ENTERPRISE EDITION LICENSE

1.1 The Enterprise edition license (the “Enterprise license”) permits You to utilize one instance of the Software for purposes of running a single e-commerce store for a period of one calendar year (the “License term”). The Enterprise license can be obtained in consideration for the license fee paid to the Author in accordance with Author’s pricing plans. Under the terms of the Enterprise license you may:

a) use one instance (a single installation) of the Software on one web server and one website only, for purposes of running a single e-commerce store during the License term; in the event You intend to use the Software or any part thereof on more than one website, the license for each such multiple use must be obtained (see Appendix A for the explanation);

b) copy the Software for a reasonable number of backup copies; To every copy of the Software (whether in whole or in part) made by You for the purposes set forth above, You shall retain the same copyright or other proprietary rights notice as was originally affixed to the Software when delivered by Author.

c) modify the Software and/or merge it into another program; 

d) transfer the Software and license to another party if the other party agrees to accept the terms and conditions of this Agreement;

e) transfer the Software to new location (URL) subject to terms set forth in this Agreement

1.2 License term extension. You may extend your License term at any time by paying a subscription fee to the Author as agreed with the Author or provided on the Author’s web site. Each subsequent License term shall start on the day following expiration of the previous License term regardless of the actual License term extension date.

1.3 To validate License Key you shall use the validation form available at: http://www.x-cart.com/verify_license.html.

1.4 In the case of transferring the Software to new location you must register the URL (Uniform Resource Locator), where the Software is going to be installed, in the license database using the “Licenses” section under your profile at https://secure.x-cart.com.

1.5 In the case of transferring the Software to another party you must submit a transfer request to Author using the “Licenses” section under your profile at https://secure.x-cart.com.

  1. LIMITED RIGHTS

2.1 Under the terms of Enterprise license you shall not:

a) copy and install the Software for simultaneous use on multiple web servers or on multiple websites;

b) copy and distribute the Software or any portion thereof;

c) modify the Software or database to circumvent the one-license-one-store rule;

d) use the Software after expiration of the License term.

2.2 Except as expressly set forth above in this Agreement, you have no right to use, make, sublicense, rent, modify, transfer or distribute either the original or any copies of the Software or to permit anyone else to do so.

  1. MODIFICATIONS

3.1 Software updates. The Author will provide you with error corrections, bug fixes, patches or other updates to the Software licensed under the terms of the Enterprise license. All such updates shall be provided in open-source code form to the extent available in accordance with Author’s release schedule until termination of your Enterprise license.

3.2 Other Modifications. You may, from time to time, request that the Author incorporate certain features, enhancements or modifications into the Software. The Author may, in its sole discretion, undertake to incorporate such changes and distribute the Software so modified to all or any of Author’s customers.

3.3 Title to Modifications. All such error corrections, bug fixes, patches, updates or other modifications shall be the sole property of the Author.

  1. PROPERTY RIGHTS

4.1 Ownership. The Software and all modifications or enhancements to, or derivative works based on the Software, whether created by the Author or you, and all copyrights, patents, trade secrets, trademarks and other intellectual property rights protecting or pertaining to any aspect of the Software or any such modification, enhancement or derivative work are and shall remain the sole and exclusive property of the Author. This Agreement does not convey title or ownership to you but instead gives you only the limited rights set forth in this Agreement.

4.2 Proprietary Notices. You may not remove, disable, modify, or tamper with any copyright, trademark or other proprietary notices and legends contained within the code of the Software.

4.3 GNU and Other Third Party Licenses. The Software may include some software programs that are licensed (or sublicensed) to the user under the GNU General Public License (GPL) or other similar free software licenses which, among other rights, permit the user to copy, modify and redistribute certain programs, or portions thereof. If any Open Source Software licenses require that the Rightholder provide rights to use, copy or modify an Open Source Software program that are broader than the rights granted in this Agreement, then such rights shall take precedence over the rights and restrictions herein.

  1. WARRANTY AND SUPPORT

5.1 This Software is provided “as is” and these warranties do not guarantee that the functions contained in the Software will meet your requirements, or that the Software will perform error-free or uninterrupted, or that all errors in the Software and documentation will be corrected. These warranties are exclusive and take the place of all other express or implied warranties or conditions including warranties or conditions of merchantability, satisfactory quality, and fitness for a particular purpose.

5.2 This Agreement does not obligate the Author to perform the installation of any corrections, bug fixes, patches or other updates to the Software licensed hereunder that is installed on your server.

5.3 The Author shall provide technical support for the Software at no charge through a web-based helpdesk system available at https://secure.x-cart.com

  1. LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE, AUTHOR’S MAXIMUM LIABILITY FOR ANY DAMAGES WHETHER IN CONTRACT OR TORT WILL NOT EXCEED THE FEES WHICH YOU HAVE PAID TO US OR ARE PAYABLE TO US FOR THIS ORDER, AND IF SUCH DAMAGES RESULT FROM YOUR USE OF THE SOFTWARE OR TECHNICAL SUPPORT, THE LIABILITY SHALL BE LIMITED TO THE FEES PAID OR PAYABLE FOR THE SOFTWARE OR TECHNICAL SUPPORT.

  1. ANTI-PIRACY AND LICENSE BREACH

7.1 Author reserves the right to include mechanisms for the detection of the Software piracy and/or License breach. The Software may use your internal network and internet connection for the purpose of transmitting license-related data in order to protect the Author against unlicensed or illegal use of the Software and to improve customer support.

7.2 Anyone violating the terms of this Agreement, may be contacted and requested to correct the breach or uninstall the Software immediately.

7.3 For the purposes of installing and using additional extensions for the Software from the Author’s Marketplace, the Software may transmit to the Marketplace’s servers the following information: a list of installed modules with their names and versions, the Software’s core version, Your store URL, the License key.

  1. TERM

8.1 The license is effective until expiration of the License term or until this Agreement is terminated. You may terminate it at any other time by deleting the Software together with all copies, modifications and merged portions in any form.

8.2 The license and your right to use the Software shall terminate automatically if you violate any part of this Agreement or if you fail to timely pay the license fees to the Author.

8.3 The Author may terminate the license with or without cause at any time immediately and without notice if you materially breach any term of this Agreement or infringe any of Author’s rights in the Software.

8.4 Immediately upon termination of the license, you must stop using the Software and destroy all copies of the Software within your possession or control.

  1. GENERAL

9.1 In addition to this Agreement, You have to comply with the following Additional Terms when using the Software. We expect You to read these Additional Terms carefully, all of which are made part of this Agreement:

a) Privacy policy: http://www.x-cart.com/privacy-policy.html
b) Moneyback policy: http://www.x-cart.com/moneyback_policy.html
c) Trademark policy: http://www.x-cart.com/trademark-policy.html
d) Technical support terms of use: http://www.x-cart.com/support-terms-of-use.html
e) Conditions of supply X-Cart customization services: http://www.x-cart.com/custom_development_agreement.html
f) Module marketplace terms of use: http://www.x-cart.com/module-marketplace-terms-of-use.html

9.2 If You are interested in doing anything which is not permitted under this Agreement or by one of the above Additional Terms, You will have to obtain Author’s prior written consent and explicitly agree upon any further terms.

9.3 This Agreement will be governed by and construed in accordance with the laws of the State of Georgia, USA, excluding that body of law pertaining to conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Athens, the State of Georgia, USA and the parties hereby irrevocably consent to the personal jurisdiction thereof and venue therein. The parties agree, pursuant to Article 30(2)(b) of the Rules of the ICC, that the Expedited Procedure Rules shall apply irrespective of the amount in dispute.

APPENDIX A. EXAMPLES EXPLAINING THE ONE-LICENSE-ONE-STORE RULE

  1. If your store is based on a single copy of the Software and is accessible from multiple domains, and all the domains show identical websites to users (so-called mirror websites), it is OK and does not require You to obtain multiple licenses.
  2. If your store is based on a single copy of the Software and is accessible from multiple domains which use the same product catalog and customer base for all the domains, but the storefronts slightly vary from domain to domain, this is OK and does not require You to obtain multiple licenses. In such a case the allowed distinctions in the storefronts’ appearance are limited to a) different logos, b) different store names and c) different background colors.
  3. If your multiple stores (where each has its own product database and customer base) are based on a single installation of the Software and are accessible from sub-domains or sub-directories of a single domain, a license for each store is required.
  4. If your store is based on a single copy of the Software and is accessible from multiple domains, and your Software copy is customized to show/hide/alter certain parts of the store’s content based on the domain from which users access your store, a license for each domain is required. From the perspective of this License agreement such installation is considered as multiple stores.
  5. If your store is based on multiple copies of the Software, a license for each installed copy must be obtained.

If You are in doubt whether your usage of the Software complies with this One-license-one-store rule, You must consult with the Author.