AGREEMENT-OFFER FOR THE GRANT OF A NON-EXCLUSIVE LICENSE FOR THE USE OF COMPUTER PROGRAMS

12.09.2022 

This document, permanently posted on the Internet at the network address https://cart-power.com/legal-documentations//licence-agreement/ , is an offer by Cart-Power LLC (hereinafter referred to as the Administration) to conclude a license agreement for the provision of a non-exclusive license to use the computer program on the terms set forth below (hereinafter referred to as the Agreement, Offer) with any individual or legal entity who responds (hereinafter referred to as the User) on the terms set forth below.

 

1. Terms and definitions

1.1. The Parties have agreed that for the purposes of the Offer, the following terms and definitions have the following meaning:

“Offer” – this offer, containing all the essential terms of the license agreement, expressing the will of the Administration to conclude such an agreement on the conditions specified in the Offer with any legal or natural person who responds. Hereinafter, the Offer also means the Agreement itself.
“Agreement” – a license agreement for the provision of a non-exclusive license.
“Acceptance” – the response of any legal entity or individual about the full and unconditional acceptance of the Offer, by performing actions in accordance with this Offer.
“Administration” – “Cart-Power” LLC, which is the owner and holder of the exclusive rights to the Service.
“User” – any legal or natural person who has shown interest in the Service and accepted this Agreement in accordance with the terms. An individual who is a representative of a legal entity who has shown interest in the Service and accepted the Agreement is considered an authorized representative, regardless of the fact that supporting documents (power of attorney, etc.) have been requested by the Administration.
“Parties” – Administration and User.
“Resources” – cart-power.com, store.cart-power.com, hd.cart-power.com.
“Software”, “Cart-Power Software” – any software, computer program, add-ons, set of add-ons, theme, any set of programs available for purchase or download on the Administration Resources.
“Partner Programs “ – platforms, add-ons, themes, as well as a set of these programs from CS-Cart, Alexbranding, Vivashop, available for purchase or download on the Administration Resources.
“Payment systems” – a service for transferring money or other means replacing them (checks, certificates, conditional payment units or specialized securities) in electronic form. The payment system is set at the choice of the Administration.
“Domain name” , “domain” – a unique alphanumeric name designed to identify the User’s resource on the Internet.
“Service” – a platform located at the electronic address cart-power.com, aimed at offering the services and products of the Administration to an unlimited circle of people.
“Purpose of the Service” – an offer to the User and further acquisition by the User of products (Computer Software) and services of the Administration.
“Personal data”– any information relating directly or indirectly to an identified or identifiable natural person (“personal data subject”); an identifiable natural person is a person who can be identified directly or indirectly, which data that are transmitted to the Operator in the process of using the Service using the software installed on the User’s device.
“User Agreement”, “Agreement” – a document regulating the rights of the User to use the Service on the terms of a non-exclusive license granted from the moment of acceptance of the User Agreement .
“Cart-Power License Database” – a data warehouse that contains information about the right to use the Administration’s products on a particular domain name. Any software may only be used on domains listed in the Cart-Power license database. Using the Administration software on domains that are not registered in the Cart-Power license database is illegal.
“Bug” – an error in the program, detected when the Administration Programs and Administration improvements were disabled.
“IP address” is a number from the numbering resource of a data transmission network built on the basis of the IP protocol (RFC 791), which uniquely identifies, when providing telematic communication services, including access to the Internet, a subscriber terminal (computer, smartphone, tablet, etc.). device) or means of communication included in the information system and owned by the User.
“Cookies”, “cookies” are a small piece of data sent by a web server and stored on the User’s device on which the Counter is installed. Cookies contain small pieces of text and are used to store information about how browsers work. All of these technologies are referred to as “cookies” in this Agreement.

1.2. All other terms and definitions found in the text of the Offer are interpreted by the Parties in accordance with the legislation of the Russian Federation, the current recommendations (RFC) of international standardization bodies on the Internet and the usual rules for interpreting the relevant terms that have developed on the Internet.

1.3. Terms and definitions can be used both in the singular and in the plural depending on the context, the spelling of terms can be used both with a capital letter and with a capital letter.

1.4. The names of the headings (sections), as well as the design of the Offer, are intended solely for the convenience of using its text and have no literal legal meaning.

 

2. Validity of the contract

2.1 The offer binds the Administration from the moment it is received by the User. If the notice of withdrawal of the Offer was received earlier or simultaneously with the Offer itself, the Offer is considered not received.

2.2. The Proper Acceptance of this Offer is the implementation by the User in the aggregate of all of the following actions:

— Familiarization and Acceptance of the terms of the Terms of service use and the Privacy Policy

— Payment for the provision of a non-exclusive license in accordance with the terms of this Agreement to the Administration;

— getting access to the free version of the computer program;

Acceptance means that the User has read, agrees, fully and unconditionally accepts all the terms of the Agreement in the form in which they are set forth in the text of the Offer. The User is notified that Acceptance means the conclusion of the Agreement on the terms and conditions set forth in the Offer.

2.3. Acceptance of the Offer is a confirmation that all and any terms of the Offer are accepted by the User entirely and completely without any reservations and restrictions, while the Acceptance of the Offer confirms that the User understands all the conditions for the provision of the Service and the terms of the Offer, that the User has exercised the right to receive from the Administration all and any clarifications regarding the conditions for the provision of the Services and the Offer, and also confirms that the conditions for the provision of the Services and the Offer fully comply with the will, needs and requirements of the User.

2.4. The contract is considered concluded if the Acceptance is received by the Administration before the moment it posts a new offer on the Internet site cart-power.com or information that the Administration does not intend to further conclude the contract by means of a public offer.

2.5. The Agreement comes into force from the moment of its conclusion and is valid until the Parties fulfill their obligations.

2.6. In the event that any clause of the Agreement turns out to be not subject to literal execution and cannot be applied to the legal relations of the parties, it is interpreted taking into account the initial interests of the parties, while the rest of the terms of the agreement continue to operate in full.

 

3. Subject of the contract

3.1. In accordance with this Agreement, the Administration grants the User the right to use the Programs with the Administration retaining the right to issue licenses to other persons (a simple (non-exclusive) license) on the terms provided for in this Agreement, and the User accepts and pays for the right to use in the manner provided for in this Agreement.

3.2. The right to use the Programs is granted to the User from the moment of acceptance of this Agreement until the moment of termination.

3.3. Distributions (instances) of the Programs are not transferred to the User on a tangible medium, since the use of the Programs is carried out using the computing resources of the Administration available through the website of the Administration, authorization data (login, password, network address) for access to which are provided to the User when concluding this Agreement.

3.4. Granting a non-exclusive license for the right to use a computer program does not require drawing up a separate grant act. A non-exclusive license is considered granted from the moment this Agreement is concluded (i.e., from the moment the payment under the Agreement is made (in the case of a paid license) or the actual access to the license is obtained (in the case of the free version of the Programs)). This paragraph is considered by the Parties as equivalent to the act of granting a non-exclusive license.

3.5. By purchasing licenses for the Programs (platforms, add-ons and themes) on the Administration Resources, the User receives a license key that gives the right to use the Computer Programs exclusively on those domains and in the number of installations that he paid for.

3.6. After the User acquires the Programs, information on the right to use specific software on a specific domain name is registered in the license database of Cart-Power LLC. The use of the Programs on domains that are not registered in the license database of Cart-Power LLC is illegal.

3.7. After purchasing Partner Programs (platforms, add-ons and themes) on the Administration Service, information on the right to use specific software on a specific domain name is registered in the databases of the owners of these Partner Programs.

 

4. Right to use the program

4.1. The program, its components and individual components (including, but not limited to: other programs, databases, program codes, underlying know-how, algorithms, design elements, fonts, logos, as well as text, graphics and other materials ) are objects of intellectual property protected in accordance with Russian and international legislation, any use of which is allowed only on the basis of the permission of the Administration.

4.2. The Administration hereby grants the User, for the entire term of this Agreement, a non-exclusive license to use the programs in accordance with their direct functional purpose.

4.3. The right to use the Programs granted under this Agreement does not include the right to conclude sublicensing agreements.

4.4. As part of the non-exclusive license to the Programs granted to the User under this Agreement, the Administration also grants the User the right to receive regular updates of the Program within one version (minor updates of the current release that are not a new version) and new versions of the Programs (major updates – new releases that are a new version ) during the entire term of this Agreement in the event that such updates are issued by the Administration. Access to updates is provided for the period specified when purchasing the Program. The Administration does not guarantee regular updating of the Programs and unilaterally makes decisions on the need to develop and release a new version of the modules. The Administration guarantees the compatibility of products only with the software specified in the description of the Programs.

4.5. The User agrees that he has no right (including no right to allow anyone) to modify, create derivative works, disassemble the Program into its component codes, disassemble, decompile or otherwise attempt to obtain the source code of the Programs or any part thereof, except in cases when there is a written permission from the Administration to perform such actions. Otherwise, the User bears full responsibility for such actions provided for by this Agreement, as well as international and Russian legislation.

4.6. This Agreement does not provide for the transfer of rights to the intellectual property of the Administration (or part thereof), with the exception of a non-exclusive license, which is granted on the basis of this Agreement. None of the provisions of this Agreement are an assignment of intellectual property rights to the Administration or a waiver of these rights on the basis of the law.

4.7. The Programs contain or may contain other computer programs that are licensed (or sub-licensed) under the GNU General Public License or other similar Open Source licenses that, among other rights, permit the User to copy, modify, redistribute certain computer programs or parts thereof and access the original code. If any license for open source computer programs requires that the Administration grant rights to use, copy or modify open source computer programs beyond the rights granted by the Agreement, such rights shall take precedence over the rights and restrictions specified in the Agreement.

4.8. The free version of the Program may contain a link to the Administration Resources.

4.9. The Cart-Power software is wholly owned by the Administration and cannot be used on domains that are not registered on the Administration’s Resources.

4.10. The license can be used on multiple domains only if the license was purchased for multiple domains. The license for the free version of the Administration Software must also be registered on the Administration Resources.

 

5. Rights and obligations of the administration

5.1. The Administration undertakes to make every reasonable effort to gradually improve the software, correct errors in their work, however, the programs are provided to the User on an “as is” basis. This means that the Administration:

5.1.1. does not guarantee the absence of errors in the operation of the Programs;

5.1.2. is not responsible for the smooth operation of the Programs;

5.1.3. is not responsible for the compatibility of the Programs with other programs and equipment of the User;

5.1.4. is not liable for any damages that arise or may arise in connection with or when using the Programs;

5.1.5. shall not be liable for non-fulfillment or improper fulfillment of its obligations due to failures in telecommunications and energy networks, actions of malicious programs, as well as unfair actions of third parties aimed at unauthorized access and (or) disabling of the software and (or) hardware complex of the Administration or other persons ensuring the functioning of the Programs.

5.2. If a Bug is found, the Administration is responsible for fixing it, and fixes it within 30 calendar days for non-critical bugs and minor fixes, and within 5 business days in case of a critical Bug and the need to fix it.

5.3. The Administration is not responsible for correcting errors in Partner Programs provided by the Administration.

5.4. The criticality of the Bug is determined by the Administration upon receipt of a notification from the User about the presence of the Bug. The criticality of the Bug is determined by the types of errors that occur when the User uses the Program. If the Program cannot be used or it affects the main functions of the User’s Website, the Bug is recognized as critical.

5.5. The following errors cannot be recognized as Bugs:

5.5.1. A problem caused by the operation of the Service;

5.5.2. Functionality not stated in the description of the User’s Site;

5.5.3. functionality not stated in the request for the acquisition of a license for the Program by the User;

5.5.4. Conflict of several solutions in one installation (use of the same hooks by modules or conflict of redefinitions);

5.5.5. Performance issue in the User’s ecosystem (server settings, server limitations, software versions, excessively large directories);

5.5.6. Problems when using not the latest version of the Program;

5.5.7. Incorrect update, problems as a result of updates;

5.5.8. Misuse of the Program.

5.6. The Administration is obliged to provide access to the User’s personal data only to those persons who directly process the User’s personal data.

5.7. The Administration is obliged to maintain confidentiality in relation to the User’s personal data and prevent attempts of unauthorized use of the User’s personal data by third parties.

5.8. The Administration reserves the right to request electronic copies of documents to confirm the legal and legal capacity of the User.

5.9. In the event that the User violates any of the terms of this Agreement, the Administration reserves the right to terminate the User’s access to the Programs, including by blocking access to the Administration’s information resources through the IP address from which the largest number of visits to information resources were made, as well as to refuse from the execution of this Agreement unilaterally and terminate it.

 

6. Rights and obligations of the user

6.1. The User has the right to use the Programs in ways not prohibited by this Agreement and applicable international and Russian legislation.

6.2. The User is obliged to use the Program exclusively in the manner specified in this Agreement.

6.3. The User is obliged to notify the Administration of any unauthorized access of a third party to the Program.

6.4. When using the Programs, the User undertakes not to violate the intellectual and other rights of the Administration and third parties.

6.5. When using the Programs, the User is obliged to comply with the requirements of the current legislation in these areas, including ensuring that the information posted in the Online Stores complies with the established requirements.

6.6. The User does not have the right to interfere with the Programs, their object and / or source code, either independently or by providing third parties with the opportunity to interfere, including, but not limited to the following cases:

disassemble, decompile (transform object code into source code) of the Programs (including all other programs, databases, pre-installed structures / substructures, and other components that make them), except as and only to the extent expressly permitted by applicable law. If applicable law allows such actions, any information obtained in this way should not be disclosed to third parties, unless such disclosure is provided for by applicable law, and the fact of such receipt of information must be immediately reported to the Administration. All such information is confidential and belongs to the Administration;
modify, adapt or translate the Programs, including making changes to the object code of their constituent programs or databases for them, with the exception of those changes that are made by means included in the Programs and described in their documentation;
make changes to the Programs, including for the purpose of functioning on the User’s technical means and correct errors without the prior written consent of the Administration, with the exception of those changes that are made by means included in the set of Programs and described in the documentation for them;
to exchange data stored in the Programs or for entering into the Programs through third-party software without using the Programs themselves.
6.7. The User does not have the right to distribute copies of the Programs or their parts and / or perform other actions aimed at obtaining commercial benefits in relations with third parties from the use of the Programs in ways not provided for in this Agreement, including, but not limited to the following cases:

rent, rent or otherwise temporarily make available the Programs in whole or in part;
Permission to copy the Programs, in whole or in part, to other computers or similar devices.
6.8. The User agrees that he will reimburse the Administration for losses incurred by him in connection with the use by the User of the Programs in violation of this Agreement and the rights (including intellectual, informational, etc.) of third parties.

 

7. Warranties and limitations, representations of circumstances

7.1. The Administration guarantees that it has all legal grounds for granting the User the right to use the Programs and Programs of partners under this Agreement.

7.2. The Administration guarantees that the conclusion of this Agreement does not require approval by the Administration’s management bodies, other approval or compliance with a special procedure for making transactions in accordance with the requirements of the registration / constituent documents of the Administration, since this Agreement is not a transaction for the Administration that goes beyond its usual economic activity.

7.3. The Parties guarantee each other that they have the necessary legal and legal capacity to carry out their activities, conclude and execute this Agreement, that the conclusion of this Agreement does not require approval by their management bodies, other approval or compliance with a special procedure for transactions in accordance with the requirements of the law and registration / founding documents.

7.4. All information and documents provided by the Parties to each other in connection with the conclusion of this Agreement are reliable.

7.5. The conclusion of this Agreement does not violate any rights and obligations of the Parties to third parties.

7.6. Neither Party is involved in or in any way connected with any transaction or other obligation under which it is in a situation of non-fulfillment of its obligations, or is obliged to fulfill its obligations ahead of schedule, or participation in which may adversely affect the ability of the Party to fulfill its obligations, by it under this Agreement obligations, of which the other Party has not been informed.

7.7. The User agrees never and under no circumstances to use computer programs in order to carry out actions prohibited or limited by Russian or other applicable law.

7.8. The User agrees that he will reimburse the Administration for any losses incurred by the latter in connection with the use of the Programs by the User, in violation of this Agreement and the rights (including intellectual, informational and other) of third parties.

7.9. The User assumes all risks associated with the execution and use of the Program, including the risk of not receiving the expected profit from using the Program, the risk of software failure after installing the Program.

7.10. The Administration is not liable to the User for any damages (including, but not limited to, losses caused by business interruption, loss of income, turnover, business reputation or data, lost business opportunities, any indirect, incidental, special, punitive or consequential damages) associated using the Program or inability to use the Program.

7.11. In the event that the legislation of the User’s country does not allow limitation of liability or the liability of the Administration is recognized by the court, the Administration will be liable only for actual damage incurred as a result of using this Program, if the damage is caused through the fault of the Administration, or if the damage is caused by reasons that the Administration knew or should have known.

7.12. The maximum amount of responsibility of the Administration is limited to the amount that the User paid for one full license.

 

8. Payment procedure

8.1. In accordance with the terms of this Agreement, the Service provides for the following types of payment (compensation) for the provision of a non-exclusive license to the Program:

8.1.1. 100% advance payment based on the invoice issued by the Administration.

8.2. The cost of a license includes a commission charged by banks or payment systems for making a payment.

8.3. Commission expenses (if any) are paid by the User additionally, while the cost of services is determined as the difference between the amount of the payment made by the User and the amount of the commission withheld.

8.4. Payment is made on the basis of clause 8.1 of this Agreement and is carried out at his choice:

8.4.1. transfer to the settlement account of the Administration;

8.4.2. through electronic payments using Payment systems.

8.5. In order to make a transfer of funds, the Service User is redirected to a secure page of the Payment System or a bank, where he enters the bank card details. With the help of the Service, the Administration does not, under any circumstances, process or store the details of the Users’ bank cards. Processing and saving details are stored and processed, Security of payments is provided by Payment systems or a bank that operates on the basis of modern protocols and technologies developed by international payment systems Visa International and Mastercard Worldwide (3D-Secure: Verified by Visa, Mastercard SecureCode) and the national payment system “Peace” (MirAccept). Processing of cardholder data,

8.6. When transferring funds using the Service, the User is obliged to independently and under his own responsibility check the correctness of the details in order to transfer funds using the functionality of the Service.

8.7. A cash receipt for the payment made in accordance with clauses 8.4 of this Offer is provided to the User in one of the following ways:

8.7.1. By sending to the User’s e-mail specified when sending a request for a license;

8.7.2. By sending a link to the User’s phone number specified when sending a request for a license.

8.8. The User, being a legal entity or an individual entrepreneur, pays under this Agreement by bank transfer of funds to the settlement account of the Administration on the basis of the invoice issued.

8.9. An invoice request is sent by the User to sales@cart-power.com.

8.10. For legal entities and individual entrepreneurs, payment is also allowed using a corporate bank card issued to the corresponding legal entity or individual entrepreneur.

8.11. For the purposes of this Offer, payment is considered to be made by the User from the moment the funds are received to the settlement account of the Administration.

8.12. The obligations of the User to pay under this Agreement are considered fulfilled from the moment the funds are received on the settlement account of the Administration.

8.13. Regarding the procedure for canceling the program, as well as the return of funds, the User is obliged to contact the Administration by sending an appropriate application for the withdrawal of the product and the return of funds to the email address sales@cart-power.com. In the application it is necessary to indicate the number and type of the confirming document on the order made, for which the Client wants to receive a refund. The customer must also indicate the reason why he wishes to make a return. The customer will receive a response email with a return decision within 1-2 business days.

8.14. The full refund of funds by the User, minus the actual costs of the Administration (commissions of banking, credit organizations and relevant payment systems for receiving funds and for returning funds to the User) is carried out by the Administration, subject to the User submitting a written request to the email address of the Administration sales@cart-power.com for a refund before the expiration of 30 days from the date of payment.

8.15. The User is not entitled to a refund if the Program was purchased at a discount or as part of a promotion.

8.16. There are no refunds for Partner Programs.

8.17. When submitting an application for a refund, the User is obliged to reimburse all actual expenses of the Administration, including, but not limited to, commissions from banking, credit organizations and relevant payment systems for receiving funds from the User and for returning funds to the User.

8.18. Refunds cannot be made after the refund period has expired.

8.19. Refunds are only available for the purchase of the first license to the Program. If the User has purchased more than one license for the same product, no refund will be made.

8.20. In case of violation by the User of the accepted terms of the Offer and its terms, the funds are not returned by the Administration and go towards repaying the losses of the Administration, and are also regarded as a penalty for the Administration for violation of the terms of the Agreement.

 

9. Final provisions

9.1. The contract, its conclusion and execution is governed by the current legislation of the Russian Federation. All issues not regulated by the Agreement in accordance with this Offer or not fully resolved, including in terms of liability and dispute resolution, are regulated in accordance with the legislation of the Russian Federation.

9.2. Recognition by the court of any provision of this Agreement as invalid or unenforceable does not entail the invalidity of its other provisions.