OFFER AGREEMENT FOR PROVISION OF A NON-EXCLUSIVE LICENSE FOR A COMPUTER PROGRAM

This document, permanently published on the Internet at the following address cart-power.com/offer-agreement-for-program represents an offer made by Cart-Power LLP, Stoney Works, 8 Stoney Lane, London, United Kingdom, SE19 3BD, (hereinafter – the Administration) to enter into a license agreement for the grant of a non-exclusive license to use computer programs on the terms set out below (hereinafter referred to as the “Agreement” or “Offer”) with any natural or legal person who responds (hereinafter referred to as the “User”) under the terms set forth below.

1. Terms and Definitions

1.1. The Parties have agreed that for the purposes of this Offer, the following terms and definitions shall have the meanings set forth below:
Offer – this offer contains all material terms of the license agreement, expressing the Administration’s intention to enter into such agreement on the terms set out in the Offer with any legal or natural person who responds. Hereinafter, the term “Offer” shall also refer to the Agreement itself.
Agreement –a license agreement for the grant of a non-exclusive license.
Acceptance –the response of any legal or natural person expressing full and unconditional acceptance of the Offer, by performing actions in accordance with this Offer.
Administration – Cart-Power LLP, the owner and holder of the exclusive rights to the Software Products.
User – any legal or natural person who has shown interest in the Software Products and has accepted this Agreement in accordance with its terms. A natural person who is a representative of a legal entity, has shown interest in the Software Products, and has accepted the Agreement, shall be deemed a duly authorized representative, regardless of whether the Administration has requested supporting documents (such as a power of attorney or others).
Parties – the Administration and the User.
Website, Site – the resources located at store.cart-power.com, marketplace.cs-cart.com, the lawful rights to use which are held by the Administration in connection with offering the Programs to an indefinite circle of persons. The Site hosts the Service as a specialized platform with an interface for offering the Programs to an unlimited circle of persons.
Program, Software Product, Software, Computer Program – a computer program, add-on, set of add-ons, or any software package that the Administration places on the Website, constituting a ready-to-use solution. The Program also includes mobile applications intended for use on mobile device operating systems.
Payment Systems – a service for the electronic transfer of money or other substitute means of payment (including checks, certificates, conditional payment units, or specialized securities). The Payment System shall be chosen at the Administration’s sole discretion.
Domain name, Domain – a unique alphanumeric name intended for identifying the User’s resource on the Internet.
Purpose of the Service – offering to the User and subsequent acquisition by the User of the Administration’s products (computer programs).
Personal Data – any information relating directly or indirectly to an identified or identifiable natural person (“personal data subject”); an identifiable natural person is one who can be identified directly or indirectly.
Administration’s License Database – a data repository that collects information on the right to use the Administration’s products on a particular domain name. Any software may be used exclusively on domains that are recorded in the Administration’s license database. Use of the Administration’s software on domains not registered in the Administration’s license database is unlawful.
Bug – an error in the Program that reproduces itself when the Administration’s Programs are enabled.
IP-address – 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 Internet access, a subscriber terminal (computer, smartphone, tablet, or other device) or communication means included in the information system and belonging to the User.
Cookie files, cookie – a small piece of data sent by a web server and stored on the User’s device on which the Counter is installed. Cookie files contain small pieces of text and are used to store information about browser operations. In this Agreement, all such technologies are referred to as «cookie files».
1.2. All other terms and definitions appearing in the text of the Offer shall be construed by the Parties in accordance with law, the applicable recommendations (RFCs) of international Internet standardization bodies, and the customary rules of interpretation of the relevant terms as established on the Internet.
1.3. Terms and definitions may be used in both the singular and the plural depending on the context; terms may be written with both capital and lowercase letters.
1.4. The headings (sections) titles, as well as the structure of the Offer, are intended solely for convenience in using the text and have no literal legal significance.

2. Scope of the Agreement

2.1 The Offer shall bind the Administration as of the moment it is received by the User. If a notice of revocation of the Offer is received prior to or simultaneously with the Offer itself, the Offer shall be deemed not received..
2.2. Proper Acceptance of this Offer shall be deemed the User’s performance of all of the following actions in their entirety:
– Review and Acceptance of the terms of the User Agreement, the Privacy Policy (Personal Data Processing Policy), and the Refund Policy;
– Payment for the non-exclusive license in accordance with the terms of this Agreement with the Administration, or commencement of use of the Computer Program during a trial period;
– Obtaining access to paid or free Computer Programs;
Acceptance shall mean that the User has reviewed, agrees to, and fully and unconditionally accepts all terms of the Agreement as set forth in the text of the Offer. The User is hereby notified that Acceptance constitutes the conclusion of the Agreement on the terms set out in the Offer.
2.3. Acceptance of the Offer constitutes confirmation that all and any terms of the Offer are accepted by the User in their entirety and fully, without any reservations or restrictions. At the same time, Acceptance of the Offer confirms that the User understands all terms of the Offer, that the User has exercised the right to obtain from the Administration any and all clarifications regarding the terms of the Offer, and also confirms that the terms of the Offer fully correspond to the will, needs, and requirements of the User.
2.4. The Agreement shall be deemed concluded if Acceptance is received by the Administration prior to the moment the Administration publishes on the Site on the Internet a new offer or information that the Administration does not intend to conclude further agreements by means of a public offer.
2.5. The Agreement shall enter into force as of the moment of its conclusion and shall remain in effect until its termination.
2.6. If any provision of the Agreement turns out to be incapable of literal performance and cannot be applied to the legal relations of the Parties, it shall be interpreted in accordance with legislation, taking into account the original interests of the Parties, provided that the remaining terms of the Agreement shall continue to be in full force and effect.

3. Subject of Agreement

3.1. Under this Agreement, the Administration grants the User the right to use the Programs while 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 the Programs in accordance with the procedure established by this Agreement. The right to use the Program is granted by the Administration for the duration of the Administration’s exclusive rights thereto.
3.2. The right to use the Programs is granted to the User from the moment of acceptance of this Agreement until its termination or the expiration of the term of use of the Program.
3.3. Distribution kits (copies) of the Programs are not provided to the User on a tangible medium, as the use of the Programs is carried out using the Administration’s computing resources accessible through the Administration’s website, with access credentials (login, password, network address) provided to the User upon conclusion of this Agreement.
3.4. The grant of a non-exclusive license for the right to use the Computer Program does not require the execution of a separate act of grant. The non-exclusive license shall be deemed granted as of the moment of conclusion of this Agreement (i.e., from the moment of payment under the Agreement (in the case of a paid license) or from the moment of obtaining actual access to the license (in the case of a free version of the Program)). The Parties shall consider this clause of the Agreement as equivalent to an act of grant of a non-exclusive license.
3.5. Upon acquiring licenses for the Administration’s Programs, the User receives license keys that grant the right to use the Computer Programs exclusively on those domains and in the number of installations that the User has paid for.
3.6. After the User acquires the Programs, information on the right to use the specific software on a specific domain name shall be recorded in the Administration’s license database. Use of the Programs on domains not registered in the Administration’s license database is unlawful.

4. Right to Use the Program

4.1. The Program, its components and individual parts (including, but not limited to: other programs, databases, software codes, underlying know-how, algorithms, design elements, fonts, logos, as well as textual, graphical and other materials) are intellectual property protected in accordance with law, and any use thereof is permitted only upon the authorization of the Administration.
4.2. The Administration hereby grants to 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 enter into sublicense agreements.
4.4. Within the scope of the non-exclusive licenses to the Programs granted to the User under this Agreement, the Administration also grants the User the right to receive regular updates to the Programs within the same version (minor updates of the current release that do not constitute a new version) and new versions of the Programs (major updates – new releases that constitute a new version) for the entire duration of this Agreement, provided that such updates are released by the Administration. Access to updates is provided for the period specified upon purchase of the Programs, with the possibility of renewal. The Administration does not guarantee regular updates to the Programs and makes decisions unilaterally regarding the necessity of developing and releasing a new version of add-ons. The Administration guarantees compatibility of its software products only with the software specified in the Program description. The Administration undertakes no obligation to rectify errors related to the installation of the Programs.
4.5. The User agrees that they shall not be entitled to (including not entitled to authorize anyone to) modify, create derivative works, disassemble the Program into component codes, reverse engineer, decompile, or otherwise attempt to obtain the source code of the Programs or any part thereof, except in cases where written permission from the Administration has been obtained to perform such actions. Otherwise, the User shall bear full liability for such actions, as provided for in this Agreement, as well as under law.
4.6. This Agreement does not provide for the transfer of intellectual property rights of the Administration (or any part thereof), except for the non-exclusive license granted under this Agreement. No provisions of this Agreement shall constitute an assignment of the Administration’s intellectual property rights or a waiver of such rights under applicable law.
4.7. The Programs contain or may contain other computer programs that are licensed (or sublicensed) under the GNU General Public License or other similar Open Source licenses, which, among other rights, permit the User to copy, modify, redistribute certain computer programs or parts thereof, and access the source code. If any open source computer program license requires the Administration to grant rights to use, copy, or modify open source computer programs that go beyond the rights granted under this Agreement, such rights shall prevail over the rights and restrictions set forth in this Agreement.
4.8. Free Programs of the Administration may contain links to the Administration’s Website.
4.9. The Administration’s software is fully owned by the Administration and may not be used on domains that are not registered on the Administration’s Website.
4.10. The license may be used on multiple domains only if the license was purchased for multiple domains. Licenses for the free software of the Administration must also be registered on the Administration’s Website.

5. Rights and Obligations of the Administration

5.1. The Administration undertakes to make all reasonable efforts to gradually improve the software and correct errors in its operation; however, the Programs are provided to the User on an “as is” basis. This means that the Administration:
5.1.1. does not guarantee that the Programs are error-free;
5.1.2. shall not be liable for the uninterrupted operation of the Programs;
5.1.3. shall not be liable for the compatibility of the Programs with other software and hardware of the User;
5.1.4. shall not be liable for any damages that have arisen or may arise in connection with or as a result of the use of the Programs;
5.1.5. shall not be liable for failure to perform or improper performance of its obligations due to failures in telecommunications and power networks, actions of malicious software, as well as dishonest actions of third parties aimed at unauthorized access and/or disabling the software and/or hardware systems of the Administration or other persons ensuring the functioning of the Programs.
5.2. In the event that a Bug is detected, the Administration shall be responsible for fixing it and shall rectify it within 40 (forty) business days for non-critical bugs and minor changes, and within 20 (twenty) business days in the case of critical bugs requiring immediate correction.
5.3. The Administration shall not be liable for fixing errors in Programs of other developers presented on the Service resource.
5.4. The criticality of a Bug shall be determined by the Administration upon receipt of a notice from the User regarding the existence of a Bug. The criticality of a Bug is determined by the types of errors that arise when using the Program by the User. If the Program cannot be used or if this affects the core functions of the User’s Website, the Bug shall be deemed critical.
5.5. The following errors shall not be recognized as Bugs of the Administration’s Programs:
5.5.1. A problem caused by the operation of the User’s Website platform;
5.5.2. Functionality not stated in the Program description;
5.5.3. Functionality not specified by the User in the request for the purchase of a license for the Program;
5.5.4. Conflict of multiple solutions within a single installation (use of the same hooks by add-on or conflict of overrides);
5.5.5. Performance issues within the User’s ecosystem (server settings, server limitations, software versions, excessively large directories);
5.5.6. Issues arising from the use of a version of the Program that is not the latest;
5.5.7. Incorrect upgrade, problems resulting from upgrades;
5.5.8. Incorrect use of the Program.
5.6. The Administration shall ensure that access to the User’s personal data is granted only to those persons who directly process the User’s personal data.
5.7. The Administration shall maintain confidentiality with respect to the User’s personal data and shall not allow attempts by third parties to make unauthorized use of the User’s personal data.
5.8. The Administration reserves the right to request electronic copies of documents to confirm the legal capacity and competence 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 via the IP address from which the largest number of visits to the information resources was made, as well as to refuse to perform this Agreement unilaterally and terminate it.

6. Rights and Obligations of the User

6.1. The User shall use the Program exclusively in the manner specified in this Agreement.
6.2. The User shall notify the Administration of any unauthorized access by a third party to the Program.
6.3. When using the Programs, the User undertakes not to infringe the intellectual and other rights of the Administration and third parties.
6.4. When using the Programs, the User shall comply with the requirements of applicable legislation in the relevant areas, including ensuring that information posted in online stores complies with established requirements.
6.5. The User shall not have the right to interfere with the Programs, their object and/or source code, whether independently or by providing third parties with the opportunity to interfere, including, but not limited to, the following cases:
— to disassemble, decompile (transform object code into source text) the Programs (including all component programs, databases, preset structures/substructures, and other elements thereof), except in cases and only to the extent expressly permitted by applicable law. If applicable law permits such actions, any information obtained in this manner shall not be disclosed to third parties, unless such disclosure is provided for by applicable law, and the fact of obtaining such information shall be immediately reported to the Administration. All such information is confidential and belongs to the Administration;
— to modify, adapt, or translate the Programs, including making changes to the object code of their component programs or their databases, except for those changes that are made using tools included in the Program package and described in the documentation thereto;
— to make changes to the Programs, including for the purpose of functioning on the User’s technical devices, and to correct errors without the prior written consent of the Administration, except for those changes that are made using tools included in the Program package and described in the documentation thereto;
— to exchange data stored in the Programs, or to input data into the Programs through third-party software without using the Programs themselves.
6.6. The User shall not have the right to distribute copies of the Programs or parts thereof and/or carry out other actions aimed at deriving commercial benefit from the use of the Programs in relations with third parties in ways not provided for by this Agreement, including, but not limited to, the following cases:
leasing, renting out, or otherwise temporarily providing the Programs in whole or in part;
permitting the copying of the Programs in whole or in part onto other computers or similar devices.
6.7. The User agrees to indemnify and hold harmless the Administration for any losses incurred by the Administration as a result of the User’s use of the Programs in violation of this Agreement and/or the rights (including intellectual, informational, etc.) of third parties.

7. Warranties, Representations, Limitations

7.1. The Administration warrants that it has all legal grounds to grant the User the right to use the Programs under this Agreement.
7.2. The Administration warrants that the execution of this Agreement does not require approval from the Administration’s governing bodies, any other consent, or compliance with a special procedure for entering into transactions in accordance with the requirements of the legislation and the Administration’s registration/constituent documents, since this Agreement does not constitute a transaction for the Administration that goes beyond its ordinary business activities.
7.3. The Parties mutually warrant to each other that they possess the necessary legal capacity and competence to carry out their activities, to enter into and perform this Agreement, that the execution of this Agreement does not require approval from their governing bodies, any other consent, or compliance with a special procedure for entering into transactions in accordance with the requirements of applicable law and their registration/constituent documents.
7.4. All information and documents provided by the Parties to each other in connection with the execution of this Agreement are true and accurate.
7.5. The execution of this Agreement does not violate any rights or obligations of the Parties vis-à-vis third parties.
7.6. Neither Party participates in or is in any way connected with any transaction or other obligation in respect of which it is in a situation of non-performance of its obligations, or is required to perform its obligations early, or participation in which may adversely affect the Party’s ability to perform its obligations under this Agreement, of which the other Party has not been informed.
7.7. The User agrees never and under no circumstances to use the Programs for the purpose of carrying out actions that are prohibited or restricted under applicable law.
7.8. The User agrees to indemnify and hold harmless the Administration for any losses incurred by the Administration as a result of the User’s use of the Programs in violation of this Agreement and/or the rights (including intellectual, informational, and other rights) of third parties.
7.9. The User assumes all risks associated with the performance and use of the Program, including the risk of failing to obtain expected profits from the use of the Program, and the risk of software malfunction after installation of the Program.
7.10. The Administration shall not be liable to the User for any damages (including, without limitation, losses caused by business interruption, loss of revenue, turnover, business reputation or data, lost business opportunities, any indirect, incidental, special, punitive, or consequential damages) arising out of the use of the Program or the inability to use the Program.
7.11. If the legislation of the User’s country does not permit the limitation of liability, or if the Administration’s liability is established by a court, the Administration shall be liable only for actual damages incurred as a result of the use of this Program, provided that such damages were caused by the Administration’s fault, or if the damages were caused by reasons that the Administration knew or should have known about.
7.12. The maximum aggregate liability of the Administration shall be limited to the amount paid by the User for one full license.

8. Payment Procedure

8.1. A 100% prepayment is stipulated for the grant of the license.
8.2. The payment for the Service shall be made in accordance with paragraph 8.1 of this Agreement and shall be carried out by the following methods:
— electronic payments through Payment Systems;
— other payment methods made available by the Administration upon the User’s individual request.
8.3. When transferring funds using the Service, the User is obliged to independently and at their own responsibility verify the correctness of the payment details in order to effect the transfer of funds using the functionality of the Service.
8.4. A receipt for the payment made shall be sent to the User’s email address.
8.5. If the Website’s functionality allows for it, in order to complete a funds transfer, the Website User is redirected to a secure page of the Payment System or bank, where they enter their bank card details. The Administration does not, under any circumstances, process or store Users’ bank card details through the Website. Processing and storage of such details is performed by the Payment Systems or the bank, which operates using modern protocols and technologies developed by the international payment systems Visa International and Mastercard Worldwide (3D-Secure: Verified by Visa, Mastercard SecureCode). Processing of cardholder data of a person, who holds a card account with the issuing bank under a separate card account agreement between the individual and the bank, is carried out in the bank processing center which is PCI DSS certified.
8.6. For the purposes of this Offer, payment shall be deemed made by the User upon the receipt of funds to the Administration’s bank account.
8.7. In the event that the User breaches the accepted terms and conditions of this Offer, the funds shall not be refunded by the Administration and shall be applied toward offsetting the Administration’s losses, and shall also be deemed liquidated damages payable to the Administration for the violation of the terms of the Agreement.

9. Refund Procedure

9.1 Refund Procedure
9.1.1 With respect to the procedure for license termination, service cancellation, and refunds, the User is required to contact the Administration by submitting a corresponding application for license/add-on/service cancellation and/or a refund request to the following email address: [email protected].
9.1.2 When submitting a refund application, the User shall reimburse the Administration for all actual expenses incurred, including, but not limited to, services actually rendered, fees charged by banks, credit institutions, and relevant payment systems for receiving funds from the User and for effecting the refund to the User.
9.1.3 The review period for refund applications is 1–2 (one to two) business days from the date of receipt of the refund application. Decisions on applications are made by the Administration on a case-by-case basis. The refund timelines are determined individually for each request.

9.2 Grounds for Refund
9.2.1. With respect to ready-made solutions (add-ons) a refund may be made within 30 (thirty) calendar days from the date of payment.
The Administration provides the User with the following options in lieu of a refund, at the User’s choice:
— Exchange for another solution (add-on). If the new solution (add-on) is more expensive, the price difference shall be paid additionally. If the new solution (add-on) is less expensive, the price difference shall be converted into technical support credits credited to the User’s account.
— Exchange for technical support credits.
9.2.2 The User is entitled to a refund for the purchase of the Software (add-on, add-on package) acquired at full price.
9.2.3 No refund shall be made for the purchase of the Software (add-on, add-on package) acquired at a discount or as part of a promotional offer.
9.2.4 In the event of purchasing multiple licenses for the same add-on (ready-made solution), a refund may be issued only for the first paid license. No refund shall be made for the purchase of the second and subsequent licenses for the same product.
9.2.5 With respect to the add-on installation service, the fee shall not be refundable if the installation has been commenced or completed. The fee shall be refundable if the installation has not been commenced or cannot be performed due to the client’s server environment.
9.2.6 With respect to upgrading an add-on license to a more expensive edition, no refund shall be made.
9.2.7 With respect to the renewal of the subscription for add-on updates, no refund shall be made.

10. Confidentiality
10.1. The Parties undertake to maintain the confidentiality of all information transmitted to each other via both secure and unsecured communication channels, regardless of the presence or absence of markings indicating the confidential status of the transmitted information, except in cases where such disclosure occurred for reasons beyond the Parties’ control, as well as in cases provided for by applicable law.
10.2. For the purposes of this Agreement, “Confidential Information” shall mean any information (messages, data), regardless of the form in which it is presented, exchanged between the Parties, including, but not limited to: technical, financial, and business information (client databases, information about clients and transactions with them, etc.), data, diagrams, plans, specifications, documents, trade secrets, ideas, concepts, products, processes, technologies, prices, commercial secrets (know-how, passwords, technical logs, information about third parties, authorization credentials for access to servers, personal computers, etc.), intellectual property objects (including discoveries, inventions, innovation proposals, utility models, designs, industrial designs, not patented for any reason, computer programs, databases, trademark sketches not registered for any reason, texts, audio recordings, music, graphics, comics, drawings, projects, models, photographs, and other works of science, literature, and art). For the purposes of this Agreement, Confidential Information may be presented in any form, including, but not limited to, electronic messages or electronic files containing data of any type, including text, images, photos, audio and video materials, documents, and other information, and may also be transmitted orally. Confidential Information shall not include information that has become publicly known, to which access has been provided to third parties without restriction, or which has otherwise become publicly available through no fault of the receiving Party (but not earlier than its public disclosure), and with respect to which the receiving Party can prove that it already possessed such information at the time it was provided by the disclosing Party, or that such information was provided without any confidentiality obligations. Information with respect to which the receiving Party can prove that it was created without reference to the disclosing Party’s Confidential Information shall also not be deemed Confidential Information.
10.3. The transfer of Confidential Information to the receiving Party may be carried out by:
— orally, provided that audio or video recording is made;
— on a tangible medium;
— in electronic form with security measures in place to prevent unauthorized access to the transmitted Confidential Information, including via email, messenger, or cloud data storage;
— by providing access to the disclosing Party’s information systems and information and telecommunications networks subject to compliance with the confidentiality of the information contained therein (remote access to a local computer network, databases, and other files, provision of a virtual workspace, access to third-party web services used in the Party’s activities.
10.4. When transmitting Confidential Information containing intellectual property objects (including, but not limited to, know-how, discoveries, inventions, innovation proposals, utility models, designs, industrial designs not patented for any reason, computer programs, databases, trademark sketches not registered for any reason, texts, audio recordings, music, graphics, comics, drawings, projects, models, photographs, and other works of science, literature, and art), in addition to maintaining the confidentiality regime, the receiving Party shall be obliged to respect the intellectual property rights in the received intellectual property objects, regardless of their registration status and/or the need for such registration.
10.5. All intellectual property rights in the intellectual property objects transmitted as part of the Confidential Information to the receiving Party, including source codes and object codes of computer programs and websites, website design mockups, texts, audio recordings, music, graphics, comics, drawings, projects, models, photographs, and other works of science, literature, and art, shall belong to the respective disclosing Party, unless otherwise provided for in this Agreement or directly at the time of transfer of the Confidential Information.
10.6. Upon receiving intellectual property objects as part of the Confidential Information, the receiving Party shall have the right only to review such objects, without the right to use them in any manner whatsoever, unless otherwise provided in other sections of this Agreement or directly at the time of transfer of the Confidential Information. In any event, this Agreement shall under no circumstances provide for the transfer of any rights to intellectual property objects belonging to the respective disclosing Party. No provision of this Agreement shall constitute an assignment of intellectual property rights or a waiver of such rights under applicable law.
10.7. The receiving Party shall not be entitled (including without the right to authorize anyone) to modify, copy, transfer to third parties, create derivative works, disassemble the intellectual property object into component parts or source code, decompile, or otherwise attempt to obtain the source code of the software or any part thereof, except where separate written permission from the disclosing Party has been obtained to perform such actions. Otherwise, the receiving Party shall bear full liability for such actions as provided for under law.
10.8. If the receiving Party gains access to the disclosing Party’s information systems and telecommunications networks for the purpose of reviewing Confidential Information in order to perform this Agreement, the receiving Party shall equally be obliged to comply with all restrictions established by this Agreement, both with respect to the Confidential Information that becomes known to it as a result of gaining access to the disclosing Party’s information systems and telecommunications networks, and with respect to intellectual property objects, the rights to which belong to the respective disclosing Party.
10.9. The receiving Party shall be obliged to take all necessary measures to protect the Confidential Information received from the disclosing Party. Security measures against unauthorized access to Confidential Information transmitted in electronic form shall be deemed sufficient when the disclosing Party has ensured the confidentiality of the authorization credentials used to access the information system that enables the transmission and storage of Confidential Information (e.g., login and password for a personal computer, email, messaging application, local area network, database, virtual workspace, third-party web services, etc.).
10.10. The receiving Party shall be obliged, upon the first request of the disclosing Party, to deliver all originals and copies of media containing Confidential Information no later than the first business day following the date of receipt of the disclosing Party’s request, while destroying or erasing all archived or other copies of media containing Confidential Information on its devices.
10.11. The receiving Party shall be liable for the actions of its end users (co-contractors, subcontractors) with respect to Confidential Information as if they were its own actions, provided that the receiving Party is obliged to enter into non-disclosure agreements with its employees (co-contractors, subcontractors) on similar terms, or to include an appropriate clause in employment agreements with employees or civil law contracts with co-contractors and/or subcontractors.
10.12. The receiving Party guarantees that its employees and subcontractors shall comply with all laws, regulations, rules, recommendations, normative acts, and judicial decisions, if they are involved in maintaining the confidentiality of Confidential Information, in the course of performing work under this Agreement..
10.13. For the purposes of this Agreement, “disclosure of Confidential Information” shall mean an action or omission by one of the Parties to this Agreement, as a result of which Confidential Information becomes known to third parties in the absence of the owner’s consent thereto. The form of disclosure of Confidential Information to third parties (oral, written, using technical means, etc.) shall not be material.
10.14. The following shall not constitute a breach of confidentiality: (i) disclosure of Confidential Information upon a lawful request by law enforcement and other authorized state bodies and officials in the cases and in the manner provided for by applicable law; (ii) disclosure of Confidential Information to employees of the receiving Party, its co-contractors and/or subcontractors for the purpose of performing their assigned tasks, provided that they comply with similar confidentiality requirements with respect to the information received; and (iii) public, oral or written, reference to the fact that one Party is a counterparty of the other Party.
10.15. In the event of disclosure of Confidential Information to the aforementioned bodies and/or persons, the Party that disclosed such information shall notify the owner of the Confidential Information in writing of the fact of such disclosure, its content, and the body to which it was disclosed, no later than 2 (two) business days from the date of disclosure.
10.16. The obligations concerning compliance with the confidentiality terms shall remain in effect for an unlimited period, including after the termination of this Agreement for any reason.
10.17. In the event of disclosure by a Party of Confidential Information received from the other Party, the defaulting Party that committed such breach shall be obliged to compensate for all damages caused thereby, including lost profits, within 5 (five) days after receiving the corresponding written demand from the injured Party.

11. Force Majeure

11.1. A Party shall be released from liability for partial or complete non-performance of its obligations under this Agreement if it proves that proper performance was rendered impossible due to force majeure, i.e., extraordinary, unforeseen, and unpreventable circumstances that arose during the performance of obligations under this Agreement, which could not reasonably have been anticipated at the time of its conclusion, nor avoided or overcome, and which are beyond the control of the Parties to this Agreement.
11.2. Force majeure circumstances include, but are not limited to: military actions (declared or actual war), civil unrest, mass diseases (epidemics, pandemics, etc.), strikes, blockades, natural disasters (earthquakes, floods, hurricanes, etc.), fire, terrorist acts, sabotage, transportation restrictions, prohibitive measures of states, prohibition of trade operations, including with individual countries, resulting from the imposition of international sanctions, as well as disconnection of data centers from the global Internet and blocking of servers or connections by supervisory authorities.
11.3. Force majeure circumstances shall not include, in particular, business risks such as breach of obligations by the debtor’s counterparties, unavailability of goods required for the performance of obligations on the market, lack of necessary funds on the part of the debtor, as well as financial and economic crisis, changes in exchange rates, devaluation of the national currency, or criminal acts of unidentified persons.
11.4. Upon the occurrence of the force majeure circumstances specified in this chapter, each Party shall immediately notify the other Party thereof in writing. The notice shall contain information on the nature of the circumstances, as well as official documents certifying the existence of such circumstances and, where possible, providing an assessment of their impact on the Party’s ability to perform its obligations under this Agreement.
11.5. If a Party fails to send or sends untimely the notice provided for in this chapter, it shall be obliged to compensate the other Party for any losses incurred by it.
11.6. In the event of force majeure circumstances provided for in this chapter, the time limit for the performance by a Party of its obligations under this Agreement shall be extended proportionally to the duration of such circumstances and their consequences, provided that such extension is possible and/or feasible.
11.7. If the extension of the time limit for the performance by a Party of its obligations under this Agreement is impossible and/or not feasible, or if the force majeure circumstances and their consequences continue for more than 2 (two) months, the Party shall have the right to withdraw from performance of this Agreement by invoking the impossibility of performing its obligations under this Agreement due to force majeure, provided that additional negotiations to identify acceptable alternative means of performing this Agreement have not yielded a positive result. The initiating Party shall notify the other Party of its withdrawal from performance of its obligations under this Agreement within a reasonable time.

12. Dispute Resolution and Claims Settlement

12.1. All disputes and claims shall be settled on the basis of the provisions of this Agreement and, in the event they cannot be resolved thereby, in accordance with the procedure established by applicable law.
12.2. Any questions, comments, and other correspondence shall be sent by the Parties to each other by means of an electronic message to the relevant email address.
12.3. Claims arising in connection with this Agreement shall be submitted by the Parties to each other by sending an electronic message to the relevant email address. The Party receiving a claim shall be obliged to review such claim within 10 (ten) business days and, if necessary, send a message setting out its position to the email address specified in the claim. Claims submitted by a Party that cannot be identified on the basis of the data provided (including anonymous claims) shall not be considered. In the event that a claim cannot be resolved through negotiations, the dispute shall be resolved in court in accordance with this Agreement and applicable law.
12.4. The Parties agree that if disputes arising in connection with this Agreement cannot be resolved through negotiations, such disputes shall be resolved by the Parties in accordance with law and shall be heard by the competent judicial authorities at the place of registration of the Administration.

13. Term and Termination of the Agreement

13.1. This Agreement shall be entered into between the Parties and shall remain in effect until its termination.
13.2. Extrajudicial unilateral termination of this Agreement shall be permitted in the following cases:
— delay by the other Party in performing its obligation for more than 30 (thirty) calendar days;
— cessation of business activities by the other Party, its liquidation, or bankruptcy;
— infringement of the Administration’s intellectual property rights in the Software;
— disclosure by the other Party of Confidential Information that became known to it under this Agreement;
— any other breach by the Licensee of the terms and conditions of this Agreement.
13.3. In the event that grounds for unilateral termination of this Agreement exist, the initiating Party shall send a notice of termination to the other Party at least 14 (fourteen) calendar days prior to the intended date of termination.

14. Additional Terms

14.1. The current version of the Agreement is published on the Website at the following address: cart-power.com/offer-agreement-for-program.
14.2. The Administration reserves the right to unilaterally amend the terms and conditions of the Agreement, including those regarding payment, by posting the final version of the Agreement at the addresses specified above at least 10 (ten) days prior to the effective date of such amendments and by notifying Users in advance of the upcoming changes via email. The provisions of the new version of the Agreement shall become binding on all previously registered Users of the Application as of the effective date thereof.

15. Registration details

Cart-Power LLP
Stoney Works, 8 Stoney Lane, London, United Kingdom, SE19 3BD
[email protected]
https://cart-power.com
https://hd.cart-power.com