This Agreement is made this 08 day of December , 2019 by and between Qualiteam Software Ltd, duly incorporated in Limassol, Cyprus with registered number 158445 (the "Developer") and Your company (the "Customer").

Recitals

A. Customer has obtained a license of certain Software Program ("Software Program") from the Developer.

B. Customer requires certain custom modifications ("Software Modifications") to be made to the Software Program in accordance with the functional and technical specifications set forth in Order description #55920 ("Specification") also accessible via the following URL customer.php?area=projects&target=specification&subject=55920 and wishes to retain the services of the Developer to make such custom modifications.

C. Developer wishes to retain all copyrights in and to the Software Modifications and Customer wishes to receive a perpetual license to use the Software Modifications.

D. The Developer has expertise in the areas desired by the Customer and Developer wishes to accept the assignment to provide services to the Customer pursuant to the terms and conditions set forth in this Agreement.

1. Provision of service

1.1 Definition of Specifications. The technical and functional aspects of the Software Modifications are as set forth in Order description. Developer shall perform all necessary programming in order to create the modifications to the Software Program in substantial compliance with the Specifications.

1.2 Commencement of Development. Developer shall commence development work on the Software Modifications within the term specified in Project's timeframe after payment of the development fee specified in the invoice provided with these Conditions. Such Software Modifications shall be created substantially in conformance with the Order description.

1.3 Changes To Specifications. The parties expect that there will be some changes to the Specifications after acceptance by both parties. Requests for changes shall be proposed by the Customer, but shall not be effective without the written consent of both parties. Prior to acceptance of any change requests, the parties shall cooperate to equitably determine the impact on pricing, time commitments, scheduling and deadlines and other project factors and reflect these changes in the change order. All change orders must be approved and executed by the parties.

1.4 Plan of Development. The development of the Software Modifications shall be conducted substantially in compliance with the Plan of Development attached hereto as Project timeframe (hereinafter referred to as "Plan of Development"). The Plan of Development includes a description of various steps involved in the development process, various development phases with a description of the milestones to be achieved in each stage, estimated dates of completion for each phase of development, allocation of tasks for each phase and a listing of items and input to be provided by the Customer for each phase, and definition of the Deliverables to be provided at the end of each phase and upon completion of the development process. The parties shall periodically review the Plan of Development during the project and discuss any necessary revisions as the project moves forward. Developer shall devote sufficient time and effort and shall allocate sufficient personnel resources to the project as may be required for the development and testing thereof. Developer shall conduct and conclude such development and tests in a professional manner, incorporate into the final version such modifications as the tests indicate are necessary, and conduct such further tests as may be required under the circumstances. Developer shall not be in default for failure to meet these timetable goals provided that the overall project is proceeding in a reasonable fashion and Developer is substantially achieving project objectives. Developer shall inform the Customer of factors that will lead to delays such as labor shortages, technical difficulties, competing projects, mechanical problems and other factors.

1.5 Delivery. Upon completion of the Software Modifications, Developer shall notify the the Customer. The parties shall then arrange the logistics of making delivery of the Deliverables (as defined herein) and for performing acceptance testing.

1.6 Performance of Acceptance Testing. Upon delivery, the parties shall reasonably cooperate in good faith to perform the agreed acceptance testing procedures. If according to the Specification a project has more than one phase, after finishing each phase Developer presents the results of his work to the Customer for acceptance testing. In no event shall the acceptance testing process last more than 7 (seven) days following delivery, unless specifically provided in the agreed acceptance testing procedures for the project. Following the performance of acceptance testing, Customer shall, acting in good faith, give written notice of acceptance or rejection of the Deliverables. In the event the Deliverables are rejected, Customer shall detail the reasons for such rejection in the written notice. Additionally, the Customer shall identify with specificity the portions of the acceptance tests that form the basis for the rejection. In the event that such written notice is not provided within 7 (seven) days following delivery, the Customer shall be deemed to have accepted the Deliverables. Following receipt of notice of rejection, Developer shall use reasonable diligence to correct any deficiencies cited in good faith by the Customer and to resolve any Customer concerns over the Deliverables.

2. Compensation

2.1 Project Pricing. Customer shall pay to the Developer a Development Fee equal to $ 199.99 for the development of the Software Modifications. Such Development fee shall be paid in the installments set forth in the Plan of Development based upon project milestones indicated therein.

2.2 Timing of Payments. All payments shall be due upon achievement of the milestones set forth in the Plan of Development and performing necessary acceptance testing by the Customer. In case if project has more than one phase, the fact of payment for the next phase indicates the acceptance of the previous phase. Customer shall be in default under these Conditions if payment is not received within 5 days following such dates unless the Customer disputes the invoice in good faith. Upon default in payment, Developer is authorized to suspend work hereunder until the default is cured by payment in full. In the event that such default is not cured within 15 days following the invoice, the Developer may terminate supply of customization services by written notice to the Customer. Upon such termination, Developer shall have no further obligations under these Conditions but all payments due through the date of such termination shall remain due and payable and Developer may take any and all actions necessary to collect the same, including but not limited to withholding delivery of any work product produced.

2.3 Project Expense Reimbursement. The fee to be paid to the Developer shall be exclusive of expense reimbursement which shall be treated separately. All such expenses shall be due and payable upon invoice to Customer. Alternatively, Developer may request that such expenses be paid directly by the Customer or paid in advance to the Developer. The parties shall use their reasonable efforts to estimate expenses when creating the Plan of Development. Expenses may include such items as (i) postal charges, federal express, facsimile charges, long distance telephone charges, and other costs of project specific communications, (ii) costs of purchasing or licensing graphics, sound, or other content form third parties, (iii) costs of any special software or hardware that is necessary to complete the specific development task for the project, (iv) travel expenses, (v) costs of acquiring or leasing any special development tools made necessary by the nature of the project, and (vi) all other expenses identified by the parties in the Plan of Development. Expense items shall not include items within the normal overhead and operating expenses of the Developer.

2.4 Verification Records. Developer shall maintain accounting, time, and other records as are necessary to verify any amount to be paid by the Customer hereunder. Upon any dispute of any invoice, Developer shall provide backup records to support the invoice that is questioned if applicable.

3. Proprietary rights

3.1 License of Software. Upon payment in full of all amounts due to the Developer, the Developer shall grant to the Customer a perpetual, world-wide license to use the Software Modifications. Such license shall be limited to the right to: a) install the computer software portion of the Software Program containing the Software Modifications on computer systems owned, leased, or controlled by Customer, b) utilize the Software Program containing the Software Modifications for its own internal purposes, c) make sufficient copies of the Software Program containing the Software Modifications for backup purposes and as reasonably necessary to exercise the right to use the Software Program as permitted hereunder d) transfer the Software Modifications and license to another party if the other party agrees to accept the terms and conditions of this Agreement. This Agreement shall not provide Customer with the right of ownership or title in and to the Software Program containing the Software Modifications but rather, Customer's rights shall be limited to the scope of license provided herein. Customer shall not take any action or permit any occurrence that would create a lien or encumbrance on the Software Program containing the Software Modifications or the copyright thereto, or create any cloud on Developer's title thereto. Customer shall not use the Software Program containing the Software Modifications in such a manner that may infringe upon the rights of any other party.

3.2 Exclusivity. The license granted to the Customer hereunder shall not be exclusive to the Customer.

3.3 Pre-Existing Works. In the event that the Software Modifications include any pre-existing works created by the Developer or any other party, the Developer hereby grants, and shall arrange for applicable third parties to grant, a perpetual, non-exclusive, royalty free license to use such pre-existing works in connection with the Software Modifications.

3.4 Infringement On Third Party Rights. The Developer agrees to use reasonable diligence to avoid infringement on the proprietary rights of any third party in performance of the creation of Software Modifications. The Developer agrees that all aspects of the Software Modifications shall be original works of creation and shall not use, in whole or in part, any work created by any other party, except, where specifically disclosed by the Developer to the Customer and where a License to use such items is obtained for the benefit of the Customer. All such licenses shall be royalty free, perpetual, world-wide licenses, sufficient in scope to permit Customer's full use and enjoyment of the Software Modifications, except where specifically agreed in writing by the Customer.

3.5 Inventions. The parties intend that all inventions and creations developed by Developer in the course of the development project, conditioned on full and complete payment of all amounts due to Developer hereunder, shall be the property of the Developer, subject only to the license granted hereunder. For purposes of this Agreement, Inventions shall mean and include any and all ideas, concepts, discoveries, designs, improvements, and creations, regardless of whether the same are patentable or protected under any Federal or State law, rule or regulation or under the common law of any state, or under International law.

3.6 Reservation of Proprietary Rights In Developer. Customer acknowledges and agrees that the Development Fee applicable to this project was negotiated based upon the Developer retaining the copyright and all other proprietary rights in and to the Software and other Inventions created hereunder and that the Development Fee would have been substantially greater had the Developer not retained the copyright in and to such items. Therefore, Customer represents, acknowledges and agrees that the Software Modifications are valuable trade secrets and proprietary property of the Developer. Customer further acknowledges and agrees that Developer retains all copyrights and proprietary rights in and to the Software Modifications. Customer agrees to refrain from any copying, distribution, or other infringements on the exclusive rights of the Developer as the copyright owner of the Software Modifications, except as specifically permitted in the license granted hereunder. Customer agrees to maintain the confidentiality of the Software Modifications and to protect the same as trade secrets of the Developer. Customer further agrees to immediately notify the Developer of any third party infringement on the Developer's rights of which the Customer may become aware.

3.7 Confidential Information. Customer shall not, at any time, disclose or disseminate the trade secrets embodied in the Software Modifications or any supporting program documentation to any other person, firm, organization, or employee who does not need to obtain access thereto consistent with Customer's rights under this Agreement. Under no circumstances may Customer disclose or disseminate such trade secrets to any competitor of Developer. Customer shall devote Customer' s best efforts to ensure that all persons afforded access to the Software Modifications and all supporting program documentation protect Developer's trade secrets against unauthorized use, dissemination, or disclosure.

3.8 Customer's Proprietary Material. Notwithstanding the above, Customer shall retain and, Developer shall have no proprietary rights whatsoever in all of Customer's intellectual property rights in any and all text, images or other components and/or materials owned by Customer, or which Customer has the legal right to use, that are delivered to Developer, including but not limited to software, related documentation, Customer marketing material, logos, and tag lines ("Customer's Proprietary Material"). Developer agree that shall not use Customer's Proprietary Material for any other purpose than those expressly set forth in this Agreement.

4. Support

4.1 Basic Support Services. For a period of 6 (six) months following delivery of the Deliverables to the Customer, Developer shall provide certain support services to the Customer related to the Software Modifications including the following: (i) web-based support regarding operation and use of the Software Modifications during the Developer's normal business hours and (ii) such further programming services to correct demonstrated errors in the operation of the Software Modifications which are the result of incorrect implementation of the requested Software Modifications and necessary to enable the Software Modifications to operate substantially in accordance with the Specifications. DEVELOPER SHALL NOT HAVE ANY OBLIGATION TO CORRECT ERRORS IN THE OPERATION OF THE SOFTWARE MODIFICATIONS IF THE PROGRAMMING CODE HAS BEEN MODIFIED BY CUSTOMER OR BY ANY OTHER PARTY.

4.2 Compensation For Support Services. Customer shall compensate Developer at Developer's published rates for providing such support services that are necessary after acceptance of the Software Modifications. Additionally, Customer shall be responsible for paying or reimbursing Developer for all costs and expenses reasonably incurred by the Developer resulting from the provision of the support services. All compensation for support services shall be paid within 10 days following invoice therefore. Developer may require the Customer to pay the estimated amount for such services in advance of performing any support services hereunder. In the event that the Customer fails to make any payment within 10 days of invoice, or if the Customer fails to pay any amount required by the Developer in advance, Developer shall not have any obligation to perform support services.

4.3 Customer Responsibilities. Customer shall not attempt to correct any errors in the Software Modifications or do anything to alter or modify any programming code. Customer shall promptly report any errors in the operation of the Software Modifications to the Developer and shall not take any actions that would increase the severity of the error. Customer shall use the Software Modifications only for its intended purpose and only in the manner intended. IN THE EVENT THAT THE CUSTOMER VIOLATES ANY OF THE REQUIREMENTS OF THIS SECTION, THE DEVELOPER SHALL HAVE NO RESPONSIBILITY TO PROVIDE SUPPORT SERVICES, THESE REQUIREMENTS EXPRESS PRECONDITIONS TO THE AVAILABILITY OF DEVELOPER SUPPORT SERVICES HEREUNDER.

4.4 Place of Support Services. All support services shall be provided by the Developer from the Developer's facility, or through electronic access to the Customer's computers, unless the Developer determines, in its sole and absolute discretion, that it is necessary to perform such services at the Customer's facilities.

5. Representations and warranties of the developer

5.1 Software Version & Components. Software Customizations are based on a certain version of the Software as well as on certain set of add-on modules and skin installed. Developer DOES NOT GUARANTEE that Software Modifications will be suitable for:
a) the other versions of the Software
b) the Software with different set of add-on modules
c) the Software with different skin

5.2 Performance. Developer represents and warrants that service hereunder shall be performed in a workmanlike manner consistent with industry standards, that all Software Modifications shall function substantially in compliance with agreed specifications, and that it shall perform all development tasks in compliance with all applicable state, federal and local laws, rules and regulations..

5.2 Performance. Developer represents and warrants that service hereunder shall be performed in a workmanlike manner consistent with industry standards, that all Software Modifications shall function substantially in compliance with agreed specifications, and that it shall perform all development tasks in compliance with all applicable state, federal and local laws, rules and regulations.

5.3 Software Upgradeability. Once installed the Software Modification shall make the Software Program impossible to upgrade by using Software Program's built-in tool. Customer acknowledges and agrees to use the Software Program's upgrade tool at his own risk and expense. Developer shall not have obligation to repair any errors resulting from Customer's attempt to perform such upgrade.

5.4 Pre-Existing Works. Developer represents and warrants that Customer, upon payment in full of all amounts due hereunder, shall have a perpetual, royalty free, worldwide license to use and pre-existing works, whether developed by the Developer or by and other party, which are used in connection with the Software Modifications.

5.5 Warranty Disclaimers. Other than as specifically set forth in this Agreement, THE SOFTWARE MODIFICATIONS ARE DELIVERED TO CUSTOMER ON "AS IS" BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, QUALITY, PERFORMANCE OR NONINFRINGEMENT UPON THE RIGHTS OF ANY OTHER PARTY. DEVELOPER MAKES NO WARRANTY THAT THE SOFTWARE MODIFICATIONS WILL MEET CUSTOMER'S SPECIFIC OBJECTIVES OR NEEDS OR THAT THE SOFTWARE MODIFICATIONS WILL BE FREE FROM ERRORS OR BUGS. DEVELOPER MAKES NO WARRANTY THAT THERE WILL BE UNINTERUPTED OPERATION OF THE SOFTWARE MODIFICATIONS. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE FOREGOING EXCLUSIONS AND DISCLAIMERS OF WARRANTIES ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE PRODUCTS.

5.6 Limitation On Damages. In no event will Developer be liable for any incidental, special or consequential damages in spite of the fact that the Customer acknowledges that Customer has been fully advised that such damages are possible. Under no circumstances will damages assessed against Developer exceed the development fee (exclusive of costs and expenses) actually paid to the Developer.

5.7 Third Party Claims. Developer shall not liable for claims made against the Customer or the Developer arising out of Customer's use or ownership of the Software modifications and Customer hereby indemnifies and holds the Developer harmless from and against any and all claims, of every nature or type that may be brought or asserted by any other party (except criminal and/or civil penalties associated with the
Developer’s conduct or where such claims are caused by Developer’s
malicious, fraudulent, wilful, illegal, reckless or similar conduct).

6. Terms and terminations of provision of service

6.1 Term. The license to use the Software Modifications contained herein shall be perpetual unless sooner terminated pursuant to the terms hereof. The obligation to provide support services following acceptance shall terminate following the expiration of the period described in the Article applicable to support services.

6.2 Termination Without Cause. Either party may terminate the provision of Customization Services prior to completion of the development project, with or without cause, by giving 10 (ten) days prior written notice of termination to the other party.

6.3 Termination For Cause. Either party may terminate the provision of Customization Services for cause in the event that the other party substantially defaults under any term or condition contained herein; provided that if the termination is against the Developer based upon the performance or lack of performance of the Developer's development responsibilities, the Developer shall first be given thirty (30) days advanced written notice specifying the alleged deficiency in detail and Developer shall have such thirty (30) day period to reasonably cure the alleged default.

6.4 Termination Prior To Completion. Upon any early termination prior to completion of development, the Developer shall immediately cease work on the relevant project and shall issue an invoice to the Customer for all work performed through the date of termination. The final invoice shall be due and payable by the Customer upon receipt thereof.

6.5 Survival of Certain Provisions. In the event of any termination, the following provisions shall continue in full force and affect: (i) the obligation of the Customer to make payments due hereunder to the Developer, (ii) confidentiality provisions, and (iii) representations and warranties as to proprietary rights of the Software Modifications.

7. Miscellaneous provisions

7.1 Excusable Delays. Any delay or nonperformance of any provision of these Conditions caused by conditions beyond the reasonable control of Developer shall not constitute a breach of these Conditions, provided that Developer has taken reasonable measures to notify Customer of the delay in writing and uses reasonable efforts to perform in accordance with these Conditions notwithstanding such conditions. The delayed party's time for performance shall be deemed to be extended for a period equal to the duration of the conditions beyond its control. Conditions beyond a party's reasonable control include, but are not limited to disease of the responsible person, natural disasters, acts of government after the date of acceptance of these Conditions, power failure, fire, flood, acts of God, labor disputes, riots, acts of war and epidemics.

7.2 Non-solicitation. Both the Customer and the Developer agree that while this Agreement is in force and for a period of twelve (12) months thereafter, they shall not directly or indirectly solicit or offer employment to any of the other's officers, employees, third party contractors and associates who have been involved in or associated with this Agreement without the other's prior written consent.

7.3 Notices. Any notification or written communication required by or contemplated under the terms of this Agreement shall be in writing and shall be deemed to be delivered via Support Helpdesk (https://secure.x-cart.com/).

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

I have read and understood the Conditions of Supply of Services and "ordered products", "order description" and "project timeframe" attached hereto. I accept these Conditions of Supply of Services in aggregate with the information containing in and "ordered products", "order description" and "project timeframe" and hereby agree to abide by them.

Signed by Your company.

X-Cart Module Marketplace. Terms of use

1. Introduction

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

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

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

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

2. Provision of the Marketplace

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

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

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

3. Your Use of the Marketplace

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

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

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

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

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

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

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

4. Your Use of the Modules

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

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

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

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

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

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

5. Financial Terms

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

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

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

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

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

6. Property rights

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

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

All users of the Module Marketplace must report (i) any breach of intellectual property by a product offered for sale on the Module Marketplace by the Company, and (ii) any breach of licence or inappropriate use of the Modules, to the Company by messaging to legal@x-cart.com.

7. Export Restrictions

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

8. Indemnification

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

9. Disclaimer of Warranties

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

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

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

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

10. Limitation of Liability

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

11. General Legal Terms

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

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

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

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

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

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

12. Termination

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

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

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

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

APPENDIX A. X-Cart free module. License agreement

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

PLEASE READ
THIS AGREEMENT EXPRESSES THE TERMS AND CONDITIONS ON WHICH YOU MAY USE THIS SOFTWARE PROGRAM AND ASSOCIATED DOCUMENTATION THAT QUALITEAM SOFTWARE LTD (hereinafter referred to as "THE AUTHOR") OF REPUBLIC OF CYPRUS IS FURNISHING OR MAKING AVAILABLE TO YOU WITH THIS AGREEMENT (COLLECTIVELY, THE "SOFTWARE"). PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AND YOUR COMPANY (COLLECTIVELY, "YOU") ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE. VARIOUS COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS PROTECT THE SOFTWARE. THIS AGREEMENT IS A LICENSE AGREEMENT THAT GIVES YOU LIMITED RIGHTS TO USE THE SOFTWARE AND NOT AN AGREEMENT FOR SALE OR FOR TRANSFER OF TITLE. THE AUTHOR RETAINS ALL RIGHTS NOT EXPRESSLY GRANTED BY THIS AGREEMENT.

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

1. LICENSE GRANT

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

2. PROPERTY RIGHTS AND RESTRICTIONS

2.1 Ownership. The Software and all modifications or enhancements to, or derivative works based on the Software, whether created by the Author or you, and all copyrights, patents, trade secrets, trademarks and other intellectual property rights protecting or pertaining to any aspect of the Software or any such modification, enhancement or derivative work are and shall remain the sole and exclusive property of the Author. This Agreement does not convey title or ownership to you but instead gives you only the limited rights set forth in this Agreement.
2.2 Limited Rights. Pursuant to this Agreement, you may: a) use the Software on any number of web servers; b) copy and distribute the Software distribution pack in its original form including all files and documentation and without any modifications; Except as expressly set forth in this Agreement, you have no right to use, make, sublicense, modify, transfer or copy either the original or any copies of the Software or to permit anyone else to do so. You may not allow any third party to have access to the source code of the Software. It is illegal to copy the Software and install that single program for simultaneous use on multiple machines.
2.3 Proprietary Notices. You may not remove, disable, modify, or tamper with any copyright, trademark or other proprietary notices and legends contained within the code of the Software.
2.4 Confidentiality. The Software and the templates contain valuable trade secrets and proprietary information belonging to Author. You must keep confidential and protect from unauthorized disclosure all such program code, all templates and all information that Author expressly designates as confidential or that you reasonably should understand to be confidential or proprietary.

3. WARRANTIES AND LIMITATION OF LIABILITY

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

4. TERM

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

5. GENERAL

5.1 If any provision of this Agreement is declared void or unenforceable by any judicial authority, this shall not nullify the remaining provisions of the Agreement which shall remain in full force and effect.
You may not sublicense, assign or transfer the license or the Software except as expressly provided in this Agreement. Any attempt to otherwise sublicense, assign or transfer any of the rights, duties or obligations hereunder is null and void.
5.2 This agreement (and any dispute or claim relating to it or its subject matter) is governed by and is to be construed in accordance with the laws of the Republic of Cyprus. All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Nicosia, Cyprus.

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

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

PLEASE READ
THIS AGREEMENT EXPRESSES THE TERMS AND CONDITIONS ON WHICH YOU MAY USE THIS SOFTWARE PROGRAM AND ASSOCIATED DOCUMENTATION THAT QUALITEAM SOFTWARE LTD (hereinafter referred to as "THE AUTHOR") OF REPUBLIC OF CYPRUS IS FURNISHING OR MAKING AVAILABLE TO YOU WITH THIS AGREEMENT (COLLECTIVELY, THE "SOFTWARE"). PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AND YOUR COMPANY (COLLECTIVELY, "YOU") ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE. VARIOUS COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS PROTECT THE SOFTWARE. THIS AGREEMENT IS A LICENSE AGREEMENT THAT GIVES YOU LIMITED RIGHTS TO USE THE SOFTWARE AND NOT AN AGREEMENT FOR SALE OR FOR TRANSFER OF TITLE. THE AUTHOR RETAINS ALL RIGHTS NOT EXPRESSLY GRANTED BY THIS AGREEMENT.

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

1. LICENSE GRANT

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

2. MODIFICATIONS

2.1 Error Corrections and Updates. The Author will provide you with error corrections, bug fixes, patches or other updates to the Software licensed hereunder in open source code form to the extent available in accordance with Author's release schedule until termination of this Agreement in accordance with the terms and on the conditions set forth in this Agreement.
2.2 Other Modifications. You may, from time to time, request that the Author incorporate certain features, enhancements or modifications into the Software. The Author may, in its sole discretion, undertake to incorporate such changes and distribute the Software so modified to all or any of Author's customers.
2.3 Title to Modifications. All such error corrections, bug fixes, patches, updates or other modifications shall be the sole property of the Author.

3. PROPERTY RIGHTS AND RESTRICTIONS

3.1 Ownership. The Software and all modifications or enhancements to, or derivative works based on the Software, whether created by the Author or you, and all copyrights, patents, trade secrets, trademarks and other intellectual property rights protecting or pertaining to any aspect of the Software or any such modification, enhancement or derivative work are and shall remain the sole and exclusive property of the Author. This Agreement does not convey title or ownership to you but instead gives you only the limited rights set forth in this Agreement.
3.2 Limited Rights. Pursuant to this Agreement, you may: a) use the Software on one website only, for purposes of running one e-commerce store only. You must provide the author with exact URL (Uniform Resource Locator) of the website you install the Software to; b) modify the Software and/or merge it into another program; c) transfer the Software and license to another party if the other party agrees to accept the terms and conditions of this Agreement.
Except as expressly set forth in this Agreement, you have no right to use, make, sublicense, modify, transfer or copy either the original or any copies of the Software or to permit anyone else to do so. You may not allow any third party to have access to the source code of the Software. It is illegal to copy the Software and install that single program for simultaneous use on multiple machines.
3.3 Proprietary Notices. You may not remove, disable, modify, or tamper with any copyright, trademark or other proprietary notices and legends contained within the code of the Software.
3.4 Confidentiality. The Software and the templates contain valuable trade secrets and proprietary information belonging to Author. You must keep confidential and protect from unauthorized disclosure all such program code, all templates and all information that Author expressly designates as confidential or that you reasonably should understand to be confidential or proprietary.

4. LICENSE FEES AND TAXES

4.1 License Fee. In consideration of the license rights granted in this Agreement, You shall pay to Author the license fees or other consideration for the Software in accordance with Author's pricing (http://www.x-cart.com/extensions) that is incorporated into this Agreement by reference. All amounts payable hereunder by You shall be payable without deductions for taxes, assessments, fees, or charges of any kind.
4.2 Taxes and Other Charges. You shall be responsible for paying all (i) sales, use, excise, value-added, or other tax or governmental charges imposed on the licensing or use of the Software, (ii) freight, insurance and installation charges, and (iii) import or export duties or like charges.

5. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES

5.1 Author warrants that the Software, when properly installed, will substantially operate as described in the applicable program documentation for 1 year after you download/copy it to install on your website. If ordered, technical support can be provided based on the current policies for the applicable services ordered. This Software is provided "as is" and these warranties do not guarantee that the Software will perform error-free or uninterrupted, or that all errors in the Software and documentation will be corrected. These warranties are exclusive and take the place of all other express or implied warranties or conditions including warranties or conditions of merchantability, satisfactory quality, and fitness for a particular purpose.
5.2 This Agreement does not obligate the Author to perform the installation of any corrections, bug fixes, patches or other updates to the Software licensed hereunder that is installed on your server.
5.3 If the Author cannot substantially correct a breach of these warranties, in a commercially reasonable manner, you may end your program license and recover the license fees or technical support fees paid to the Author under this license agreement, as applicable. This is your exclusive remedy.

6. LIMITATION OF LIABILITY

Neither party shall be liable for any indirect, incidental, special, punitive, or consequential damages, or any loss of profits, revenue, data, or data use. Our maximum liability for any damages whether in contract or tort will not exceed the fees which you have paid to us or are payable to us for this order, and if such damages result from your use of the Software or technical support, the liability shall be limited to the fees paid or payable for the Software or technical support.

7. TERM

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

8. GENERAL

8.1 If any provision of this Agreement is declared void or unenforceable by any judicial authority, this shall not nullify the remaining provisions of the Agreement which shall remain in full force and effect.
8.2 You may not sublicense, assign or transfer the license or the Software except as expressly provided in this Agreement. Any attempt to otherwise sublicense, assign or transfer any of the rights, duties or obligations hereunder is null and void.
8.3 This agreement (and any dispute or claim relating to it or its subject matter) is governed by and is to be construed in accordance with the laws of the Republic of Cyprus. All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Nicosia, Cyprus.

To ensure customer protection our company offers money back guarantee for our products and services. Wire transfers are refundable partially with deduction of bank transfer fees.

Please, familiarize yourself with the moneyback conditions:

Products/Services	Moneyback conditions
Software products	If you are not satisfied with our products you have the unconditional right to claim and receive a refund within 30 days after the purchase date. No refund is available after 30 days. Special offers, which include more than one item and which are available for sale on particular occasions, are fully refunded, i.e. every item included is a subject to cancellation. Partial refunds for special offers are not issued.
Custom development service	If moneyback is claimed before our developer has started working on the project the full amount will be reimbursed. If moneyback is requested after our developer has started working on the project, a cancellation fee is calculated depending on the progress of the project.
Installation service	A request to cancel Installation service order has to be submitted before our specialists start the installation procedure on your server. Moneyback does not apply if our specialist has already started the installation procedure. However, moneyback is available if our expertise determines that it is impossible to install the software in your server environment.
Technical support points	Moneyback is available within 30 days after the purchase date only if none of technical support points from this purchase were spent for provision of support services. Partial refunds for technical support services are not possible.
Technical support subscription	Moneyback is available within 30 days of initial payment if no technical support request have been submitted. No partial moneyback is available. No moneyback is available for subsequent payments.
Per-incident technical support	Moneyback for incident-based technical support is available until our staff has started working on the issue. No money back available following the start of service provision, regardless of the outcome
Design creation service	Conditions are the same as for "Custom development" service.
Design integration service	Conditions are the same as for "Custom development" service.
W3C compliance service	Conditions are the same as for "Custom development" service.
Basic upgrade	Conditions are the same as for "Custom development" service.
Migrate Me to X-Cart	Conditions are the same as for "Custom development" service.
X-Cart 4 (classic) to X-Cart 5 migration	Conditions are the same as for "Custom development" service.
Ecwid custom development Custom Theme for Ecwid	Conditions are the same as for "Custom development" service.
Ecwid-to-PG hosted bridge	30-day moneyback guarantee.
Fraud screening service	30-day moneyback guarantee.
X-Cart hosting / X-Cart cloud	If you are not satisfied, you have the unconditional right to claim and receive a refund within 30 days after the initial purchase date. No refund is available after 30 days. No moneyback is available for subsequent payments.
X-Cart license domain renewal	Moneyback is available within 30 days. Once the order is refunded, the previous domain renewal count and license domain name will be restored.
X-Payments hosted	If you are not satisfied, you have the unconditional right to claim and receive a refund within 30 days after the initial purchase date. No refund is available after 30 days. No moneyback is available for subsequent payments.
f-Commerce Go / Cloud Search / X-Monitoring / eBay integration	If you are not satisfied, you have the unconditional right to claim and receive a refund within 30 days after the initial purchase date. No refund is available after 30 days. No moneyback is available for subsequent payments.
IP address subscription	Moneyback is available within 30 days after the initial purchase date. No moneyback is available for subsequent payments.
Domain name registration	If you're not completely happy with the name you've purchased, you can get a full refund within 5 days of initial registration. No moneyback is available for subsequent payments.
SSL certificates	Full moneyback is available within 30 days after purchase if CSR is not yet created by our engineer. If money back is requested within 30 days after purchase and the CSR was created the funds to return are deducted service fee of USD $12.65. No refund is available after 30 days.
X-Operators	Conditions are the same as for "Custom development" service.
Services related to analysis and optimization	If moneyback is claimed before project manager and developer have started working on the project a 10% cancellation fee is charged to compensate processing and quote. If moneyback is requested after the project manager or developer has started working on the project, a cancellation fee is calculated depending on the progress of the project. No refund is available for finished projects.
SEO consulting	In case you followed all the recommendations carefully but your website’s placement in search engines has not improved after 3 months of making changes to your website, then the you have right to claim for full moneyback. No partial moneyback is available.
SEO audit	Conditions are the same as for "Custom development" service.
SEO support	Conditions are the same as for "Technical support subscription" service.

Procedure

A request for a refund should be submitted to the Support Help Desk. The refunded sum can be credited either to your credit card or to your financial account with X-Cart at your choice (please read the terms and conditions below).

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

We also believe that most of moneybacks can be avoided. Please contact our qualified staff and you will get professional assistance in any technical issue you have faced with while installing/configuring the software. If you are not happy with our products or services for any reason, you are always welcome to send us your feedback and suggestions on how to improve the software or services we offer. We will do the best we can to ensure you are totally satisfied with our software and customer service.

Terms of providing a financial account

These are the terms and conditions governing your usage of the financial account within X-Cart (the “Fin Account”) which is provided as a part of your user account at http://secure.x-cart.com. By getting your funds transferred to your financial account at X-Cart you are agreeing to these terms and conditions.

1. To be eligible to use the Fin Account, you must be at least 18 years old.
2. You have the right to receive an Fin Account statement. You may view your Fin Account statement by logging into https://secure.x-cart.com, then following to “Accounting” page.
3. Your may use your Fin Account for the following types of transactions:
   a) making payments for products or services offered at X-Cart website except for subscription-based products/services
   b) receiving moneybacks for cancelled orders
4. You may not add money to your Fin Account using a credit card.
5. You may not withdraw money from your Fin Account to a credit card or bank account.
6. No fees apply for the use of the Fin Account.
7. You may not keep money on your Fin Account longer than 12 months. Any funds on your Fin Account being unused during 12 months will become unavailable for further use.
8. You may close your Fin Account at any time by asking the us to do so. Upon Fin Account closure, you will not be able to use the funds remaining in the Account.
9. Any notices to X-Cart should be sent via a service desk located at http://secure.x-cart.com