Development Services Agreement

This Development Services Agreement (hereinafter referred to as the "Agreement") constitutes a contract between WebShopAddons 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 developing Program Modifications for the Client. By accepting the terms and conditions of this Agreement, the Client agrees to use the Program Modifications developed 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 one of editions of the CS-Cart.
  • Program means any version 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.
  • Program Modifications mean a separate software developed by the Company in order to modify the Program installed on the Website of the Client.
  • Derivatives Based on Program Modifications mean any program, work or information created by the Client or a third party using the Program Modifications or any of their parts.
  • Specification means the description of the Program Modification development project prepared by the Company in accordance with the Client's needs.
  • Demo Site means the Website of the Company available on the Internet at http://demo.cs-cart.webshopaddons.com/.
  • Official Website of the Company means the website of the Company available on the Internet at http://webshopaddons.com/.
  • Customer Help Desk means a software installed on the Official Website of the Company and available at http://webshopaddons.com/contact-us.html.
  • Confidential Information means the Program Modifications, Specification, all documents, printed materials, help and online documentation or other information related to the development of the Program Modifications.

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://webshopaddons.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 develop the Program Modifications. The cost of works under this Agreement is calculated according to the complexity of the development of the Program Modifications requested by the Client, and is defined in the Specification that forms an integral part of this 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 non-exclusive 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 of Program Modification Development

The Company prepares the Specification according to the Client's request for the development of the Program Modifications and provides it to the Client for approval. The Specification shall include a statement of work on the development of the Program Modifications 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 for the development of the Program Modifications 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 date when the development of the Program Modification will begin.

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 development of the Program Modifications 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

Obligations:

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 developed by the Company. 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 moment the Client provides the temporary remote access (as well as the archive containing with all the Program files and database) or at the moment the Specification is approved will remain unchanged at the moment the Company installs the Program Modifications to the Program installed on the Website of the Client or at 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.

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.

Rights:

The Client has the right to cancel the development of the Program Modifications by the Company at any moment after the Client has approved the Specification and paid the full cost for the development of the Program Modifications. In the event that such request is received from the Client before the moment the Company starts to develop the Program Modifications, the Company reserves twenty per cent (20%) of the full cost. In the event the Client cancels the development after the Company has begun developing the Program Modifications, the cost for the development 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%.

The Client has the right to postpone paying the invoice for the development of the Program Modifications by the Company for a period of thirty (30) days from the moment the Company issued the invoice. After this period has expired, the cost of the development of the Program Modifications and the time of such works will be deemed invalid, and the Company has the right to review and change the cost and the time frame of the development of the Program Modifications.

4. Program Modifications Delivery and Acceptance

The results of the development of the Program Modifications are delivered and accepted step by step.

Delivery

After all the works on the development of the Program Modifications have been finished, the Company demonstrates and the Client tests the Program Modifications on the Demo Site provided that the testing should not take longer than ten (10) business days. After the testing has been completed and in the event that there are no contradictions with the Specification, the Client provides the Company with a temporary remote access to the Website of the Client, and the Company installs the Program Modifications to the Program installed on one Website of the Client. Installations on additional Client’s websites are charged extra. In the event that the Client refuses to provide a temporary remote access to the Website of the Client, the Company provides 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.

If the Client does not provide any response to the Company's notification informing that the Program Modifications have been developed and the Client can test them 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 the instruction on their independent installation to the Program installed on the Website of the Client which will be made 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 from the moment the Client has been 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 results of the development of the Program Modifications by the Company are considered accepted by the Client.

5. Intellectual Property and Use Limitations

Intellectual Property

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 right to reproduce;
  • the right to publicly demonstrate;
  • the right to create derivatives from the Program Modifications;
  • the right to proclaim.

Use limitations

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:

  • make copies of the Program Modifications or create Derivatives Based on Program Modifications for the purpose of selling, donating, licensing and sublicensing, renting, leasing or giving for temporary use as well as assigning or otherwise transferring (by selling, exchanging, donating as well as arising by operation of law or otherwise).

6. Confidentiality and Personal Information

All documents and information related to the development of the Program Modifications 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.

7. Warranties and Limitations

The Company guarantees that the Program Modifications will be developed according to the Specification approved by the Client.

In the event that the Client finds any errors and/or contradictions with the Specification within the period of three (3) months from the moment the Client has accepted the results of the development of the Program Modifications by the Company and in the absence of any changes in the Program Modifications made either by the Client or a third party, the Company  shall remove these errors and/or contradictions at its own expense. In the event that the Client or a third party makes any changes to the Program Modifications, the company shall remove the occurred errors and/or contradictions at an extra charge. Upon expiration of the three-month period since the Client has accepted the results of the development of the Program Modifications by the Company, the removal of errors and/or contradictions with the Specification shall be performed at an extra charge.

The foregoing guarantees are given in lieu of all other guarantees, whether express or implied.

8. Liability

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 Modifications.

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 Modifications.

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 place of location of the Company.

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 info@webshopaddons.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.

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Official partner of the CS-Cart