X-Cart Module Marketplace. Terms of use

1. Introduction

X-Cart Module Marketplace (“Marketplace”) is owned and operated by Qualiteam Software Ltd (“Company”). Your use of the Marketplace is subject to your agreement to the policies, terms and conditions of use (“Terms”) set forth below, which may be updated from time to time.

You may use the Marketplace to browse, locate, and download modules and themes (“Modules”) for your X-Cart-powered websites. Some of these Modules may be offered by the Company while others may be made available by third-parties not affiliated with the Company (“Developers”). You agree that the Company is not responsible for any Module that originates from Developers. Additionally, some Modules may be made available to you at no charge while other Modules may be purchased for a fee. You agree that you are solely responsible for all fees associated with purchases you make on the Marketplace.

You accept the Terms by either browsing the Marketplace, or purchasing, downloading or updating/upgrading Modules from the Marketplace, or using the application programming interface (“API”) provided by the Company to communicate with the Marketplace.

You warrant that you have legal capacity to enter into the agreement.

2. Provision of the Marketplace

The Marketplace and all the functionalities it offers are supplied as is with no guarantee.

You agree that the Company, at its sole discretion and without prior notice to you, may stop (permanently or temporarily) providing the Marketplace (or any features within it) to you or to users.

You agree that if the Company disables access to your account, you may be prevented from accessing the Marketplace, your account details or any Modules or other files that are stored with your account.

3. Your Use of the Marketplace

You acknowledge and understand that by using the Marketplace you accept the Privacy Policy (https://www.x-cart.com/privacy-policy.html) and these Terms.

In order to access certain services in the Marketplace, you may be required to provide information about yourself such as your name, address, and billing details. You agree that any such information you provide to the Company will always be accurate, correct and up to date. The Company shall not be held responsible for any errors and resulting consequences.

You agree that you will not engage in any activity that interferes with or disrupts the Marketplace (or the servers and networks which are connected to the Marketplace). You agree not to access (or attempt to access) the Marketplace by any means other than through the interface that is provided by the Company, unless you have been specifically allowed to do so in a separate agreement with the Company. You specifically agree not to access (or attempt to access) the Marketplace through any automated means (including use of scripts, crawlers or similar technologies from time to time) other than through unmodified tools, scripts and libraries provided by the Company.

Unless you have been specifically permitted to do so in a separate agreement with the Company, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Marketplace for any purpose.

The Company reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Modules from the Marketplace. However, you agree that you use the Marketplace at your own risk and that by using the Marketplace you may be exposed to Modules that you may find harmful, offensive, indecent or objectionable.

You agree that you are solely responsible for (and that the Company has no responsibility to you or to any third party for) your use of the Marketplace or any Modules, any breach of your obligations under the Terms, and for the consequences (including loss or damage of any kind which the Company may suffer) of any such breach.

X-Cart and other products originating from the Company (“Products”) may communicate with the Marketplace servers from time to time to check for available updates to the Modules and the Products, such as bug fixes, patches, enhanced functions and new versions (collectively, “Updates”). By installing these Products, you agree to such automatically requested and received Updates.

4. Your Use of the Modules

By downloading a Module or an Update from the Marketplace you agree to:

  • Use the Module for one X-Cart installation only, unless stated otherwise in the Module license agreement.
  • Not resell it.
  • Not remove copyrights, unless allowed by the Module author. Written approval must be obtained from the author prior to the removal.
  • Not claim the downloaded work as your own.
  • By using a Module authored by Company comply with the terms and conditions set forth in Appendixes A and B attached hereto.

The Company shall not be responsible for any Module that originates from the Developers. In the event of the malfunctioning of a Module you should report the problem to the Module developer.

Unless stated otherwise, support from the Module developer and Module updates/upgrades are not included with the download or purchase of a Module.

Compatibility of Modules with all future versions of X-Cart is not guaranteed.

You agree that the Company and/or third parties own all right, title and interest in and to the Marketplace and the Modules available through the Marketplace, including without limitation all applicable Intellectual Property Rights in the Modules. You agree that you will not, and will not allow any third party to, (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Modules, unless otherwise permitted, (ii) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality in the Modules, (iii) use the Modules to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or (iv) remove, obscure, or alter the Company’s or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within the Modules.

5. Financial Terms

You agree to the fees and payment terms that are described in each Module Order Form executed by you.

The purchase of Modules is completely automated, without any action on the part of the Company. The sales support is provided by communication channels indicated on the X-Cart website (https://www.x-cart.com/).

If within 10 working days after the order is placed a payment of a sum equal to the total amount of the order has not been received, the order may be cancelled.

If you are not satisfied with a Module, you have the unconditional right to claim and receive a refund within the maximum period of 30 days after the purchase date. No refund is available after 30 days. A request for a refund must be submitted in accordance with moneyback policy available at https://www.x-cart.com/moneyback_policy.html.

Please notice that on receiving money back you are obligated to remove the Module and all related files from your web-server and every data medium; your further use of the Module will be regarded as illegal unless you obtain a license again.

6. Property rights

A Module and all modifications or enhancements to, or derivative works based on the Module, whether created by the Module’s author or you, and all copyrights, patents, trade secrets, trademarks and other intellectual property rights protecting or pertaining to any aspect of the Module or any such modification, enhancement or derivative work are and shall remain the sole and exclusive property of the Module’s author. These Terms does not convey title or ownership to you but instead gives you only the limited rights set forth in these Terms.

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

All users of the Module Marketplace must report (i) any breach of intellectual property by a product offered for sale on the Module Marketplace by the Company, and (ii) any breach of licence or inappropriate use of the Modules, to the Company by messaging to [email protected]

7. Export Restrictions

Modules available on the Marketplace may be subject to laws, administrative regulations and executive orders of those authorities responsible according to any applicable laws relating to the control of imports and exports of the Modules (“Export Laws”). You agree to comply with all applicable Export Laws and you shall not export or re-export directly or indirectly (including via remote access) any part of the Modules to any country to which a license is required under the Export Laws without first obtaining a license.

8. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless the Company, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from your use of the Marketplace, including your downloading, installation, or use of any Modules, or your violation of these Terms.

9. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE MARKETPLACE AND ANY MODULES DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MARKETPLACE IS AT YOUR SOLE RISK AND THAT THE MARKETPLACE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

YOUR USE OF THE MARKETPLACE AND ANY MODULES DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MARKETPLACE IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES TERMS OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES TERMS AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO ANY MODULES DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE MARKETPLACE AS WELL AS THE MARKETPLACE ITSELF.

NONE OF THE MODULES ARE INTENDED FOR USE IN ANY ACTIVITIES IN WHICH CASE THE FAILURE OF THE MODULES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

10. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY (WHETHER CONTRACT, TORT INCLUDING NEGLIGENCE OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU THROUGH YOUR USE OF THE MARKETPLACE OR ANY MODULES DOWNLOADED OR OTHERWISE OBTAINED FROM THE MARKETPLACE, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT THE COMPANY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

11. General Legal Terms

These Terms constitute the whole legal agreement between you and the Company and govern your use of the Marketplace and the Modules. Each party confirms that, in entering into the Terms it has not relied upon any representations or statements not expressly incorporated herein. Notwithstanding anything else in the Terms, neither party limits or excludes liability for fraudulent misrepresentation.

These Terms are subject to change without notice at sole discretion of the Company. The modifications will be effective, and considered as accepted by you, immediately if you continue to use the Marketplace.

You agree that if the Company does not exercise or enforce any legal right or remedy which is contained in these Terms (or which the Company has the benefit of under any applicable law), this will not be taken to be a formal waiver of the Company’s rights and that those rights or remedies will still be available to the Company.

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of these Terms will continue to be valid and enforceable.

The rights granted in the Terms may not be assigned or transferred by either you or the Company without the prior written approval of the other party. Neither you nor the Company shall be permitted to delegate their responsibilities or obligations under these Terms without the prior written approval of the other party.

These Terms and your relationship with the Company under these Terms shall be governed by law of the Russian Federation. Any dispute arising out or in connection with this agreement, including any questions regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the International Commercial Arbitration Act 1993 (“ICAA”), which is deemed to be incorporated by reference into this clause. The place of arbitration shall be Ulyanovsk, Russia.

12. Termination

These Terms will continue to apply until terminated by either you or the Company as set out below.

If you want to terminate these Terms, you may do so by ceasing your use of the Marketplace and any Modules downloaded from the Marketplace.

The Company may, at any time, terminate these Terms with you if: (a) you have breached any provision of these Terms; or (b) the Company is required to do so by law; or (c) the Company decides to no longer provide the Marketplace.

When these Terms come to an end, all of the legal rights, obligations and liabilities that you and the Company have benefited from, been subject to (or which have accrued over time whilst these Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation.

APPENDIX A. X-Cart free module. License agreement

Copyright © 2001-2015 Qualiteam software Ltd All rights reserved.

PLEASE READ

THIS AGREEMENT EXPRESSES THE TERMS AND CONDITIONS ON WHICH YOU MAY USE THIS SOFTWARE PROGRAM AND ASSOCIATED DOCUMENTATION THAT QUALITEAM SOFTWARE LTD (hereinafter referred to as “THE AUTHOR”) OF REPUBLIC OF CYPRUS 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.

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.

1. LICENSE GRANT

Upon the terms and conditions of this Agreement, the Author grants you a nonexclusive license to use the Software on a computer server and only for purposes of operating an electronic commerce store on the Internet. The Software is licensed, not sold.

2. PROPERTY RIGHTS AND RESTRICTIONS

2.1 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.

2.2 Limited Rights. Pursuant to this Agreement, you may: a) use the Software on any number of web servers; b) copy and distribute the Software distribution pack in its original form including all files and documentation and without any modifications; Except as expressly set forth in this Agreement, you have no right to use, make, sublicense, modify, transfer or copy either the original or any copies of the Software or to permit anyone else to do so. You may not allow any third party to have access to the source code of the Software. It is illegal to copy the Software and install that single program for simultaneous use on multiple machines.

2.3 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.

2.4 Confidentiality. The Software and the templates contain valuable trade secrets and proprietary information belonging to Author. You must keep confidential and protect from unauthorized disclosure all such program code, all templates and all information that Author expressly designates as confidential or that you reasonably should understand to be confidential or proprietary.

3. WARRANTIES AND LIMITATION OF LIABILITY

THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

4. TERM

The license is effective until terminated. You may terminate it at any other time by deleting the Software together with all copies, modifications and merged portions in any form. It will also terminate upon conditions set forth elsewhere in this Agreement or if you fail to comply with any term or condition of this Agreement. You agree upon such termination to delete the Software together with all copies, modifications and merged portions in any form.

5. GENERAL

5.1 If any provision of this Agreement is declared void or unenforceable by any judicial authority, this shall not nullify the remaining provisions of the Agreement which shall remain in full force and effect. You may not sublicense, assign or transfer the license or the Software except as expressly provided in this Agreement. Any attempt to otherwise sublicense, assign or transfer any of the rights, duties or obligations hereunder is null and void.

5.2 This agreement (and any dispute or claim relating to it or its subject matter) is governed by and is to be construed in accordance with the laws of the Republic of Cyprus. All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Nicosia, Cyprus.

APPENDIX B. X-Cart Add-ons. License Agreement

Copyright © 2001-2015 Qualiteam software Ltd All rights reserved.

PLEASE READ

THIS AGREEMENT EXPRESSES THE TERMS AND CONDITIONS ON WHICH YOU MAY USE THIS SOFTWARE PROGRAM AND ASSOCIATED DOCUMENTATION THAT QUALITEAM SOFTWARE LTD (hereinafter referred to as “THE AUTHOR”) OF REPUBLIC OF CYPRUS 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.

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.

1. LICENSE GRANT

Upon the terms and conditions of this Agreement, the Author grants you a nonexclusive license to use the Software on a computer server and only for purposes of operating an electronic commerce store on the Internet. The Software is licensed, not sold.

2. MODIFICATIONS

2.1 Error Corrections and Updates. The Author will provide you with error corrections, bug fixes, patches or other updates to the Software licensed hereunder in open source code form to the extent available in accordance with Author’s release schedule until termination of this Agreement in accordance with the terms and on the conditions set forth in this Agreement.

2.2 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.

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

3. PROPERTY RIGHTS AND RESTRICTIONS

3.1 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.

3.2 Limited Rights. Pursuant to this Agreement, you may: a) use the Software on one website only, for purposes of running one e-commerce store only. You must provide the author with exact URL (Uniform Resource Locator) of the website you install the Software to; b) modify the Software and/or merge it into another program; c) transfer the Software and license to another party if the other party agrees to accept the terms and conditions of this Agreement. Except as expressly set forth in this Agreement, you have no right to use, make, sublicense, modify, transfer or copy either the original or any copies of the Software or to permit anyone else to do so. You may not allow any third party to have access to the source code of the Software. It is illegal to copy the Software and install that single program for simultaneous use on multiple machines.

3.3 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.

3.4 Confidentiality. The Software and the templates contain valuable trade secrets and proprietary information belonging to Author. You must keep confidential and protect from unauthorized disclosure all such program code, all templates and all information that Author expressly designates as confidential or that you reasonably should understand to be confidential or proprietary.

4. LICENSE FEES AND TAXES

4.1 License Fee. In consideration of the license rights granted in this Agreement, You shall pay to Author the license fees or other consideration for the Software in accordance with Author’s pricing (http://www.x-cart.com/extensions) that is incorporated into this Agreement by reference. All amounts payable hereunder by You shall be payable without deductions for taxes, assessments, fees, or charges of any kind.

4.2 Taxes and Other Charges. You shall be responsible for paying all (i) sales, use, excise, value-added, or other tax or governmental charges imposed on the licensing or use of the Software, (ii) freight, insurance and installation charges, and (iii) import or export duties or like charges.

5. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES

5.1 Author warrants that the Software, when properly installed, will substantially operate as described in the applicable program documentation for 1 year after you download/copy it to install on your website. If ordered, technical support can be provided based on the current policies for the applicable services ordered. This Software is provided “as is” and these warranties do not guarantee 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 If the Author cannot substantially correct a breach of these warranties, in a commercially reasonable manner, you may end your program license and recover the license fees or technical support fees paid to the Author under this license agreement, as applicable. This is your exclusive remedy.

6. 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. Our 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.

7. TERM

The license is effective until terminated. You may terminate it at any other time by deleting the Software together with all copies, modifications and merged portions in any form. It will also terminate upon conditions set forth elsewhere in this Agreement or if you fail to comply with any term or condition of this Agreement. You agree upon such termination to delete the Software together with all copies, modifications and merged portions in any form.

8. GENERAL

8.1 If any provision of this Agreement is declared void or unenforceable by any judicial authority, this shall not nullify the remaining provisions of the Agreement which shall remain in full force and effect.

8.2 You may not sublicense, assign or transfer the license or the Software except as expressly provided in this Agreement. Any attempt to otherwise sublicense, assign or transfer any of the rights, duties or obligations hereunder is null and void.

8.3 This agreement (and any dispute or claim relating to it or its subject matter) is governed by and is to be construed in accordance with the laws of the Republic of Cyprus. All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Nicosia, Cyprus.