X-Payments License agreement

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THIS AGREEMENT EXPRESSES THE TERMS AND CONDITIONS ON WHICH YOU MAY USE THE X-PAYMENTS 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

1.1 Upon the terms and conditions of this Agreement, the Author grants you a non-exclusive NON-TRANSFERABLE license to use the Software on a computer server and only for purposes of managing online payments. The license is granted in consideration for the license fee paid to Author. The Software is licensed, not sold.

1.2 Pursuant to this Agreement, you may:

a) use one instance (a single installation) of the Software on one web server and one website only for the purposes of processing payments from online stores; in the event You intend to use the Software or any part thereof on more than one website, the license for each such multiple use must be purchased;

b) connect up to 10 online stores to the Software installation; in the event You intend to connect more stores, an appropriate number of licenses must be obtained;

c) copy the Software for a reasonable number of backup copies;

1.3 Pursuant to this Agreement, you shall not:

a) copy and install the Software for simultaneous use on multiple web servers or on multiple websites;

b) distribute the Software or any portion thereof;

c) modify the Software;

d) transfer the license to another party without our written consent;

1.4 Except as expressly set forth above in this Agreement, you have no right to use, make, sub-license, rent, modify, transfer or distribute either the original or any copies of the Software or to permit anyone else to do so.

1.5 To obtain a License you shall use the order form available at https://secure.x-cart.com.

1.6 In the case of transferring the Software to new location you must register the URL (Uniform Resource Locator), where the Software is going to be installed, in the license database using the “Licenses” section under your profile at https://secure.x-cart.com.

2. MODIFICATIONS

2.1 Error Corrections and Updates. The Author will provide you with modified versions of the Software containing error corrections, bug fixes 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 Delivery Method. The Author will deliver all such new versions of the Software to you via “File area” section under your account at https://secure.x-cart.com

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 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 contain valuable trade secrets and proprietary information belonging to Author. You must keep confidential and protect from unauthorized disclosure all such program code 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 (https://www.x-payments.com/pricing) 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 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, AUTHOR’S 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. ANTI-PIRACY AND LICENSE BREACH

7.1 Author reserves the right to include mechanisms for the detection of the Software piracy and/or License breach. The Software may use your internal network and internet connection for the purpose of transmitting license-related data in order to protect the Author against unlicensed or illegal use of the Software and to improve customer support.

7.2 Anyone violating the terms of this Agreement, may be contacted and requested to correct the breach or uninstall the Software immediately.

8. TERM

8.1 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.

8.2 The license and your right to use the Software shall terminate automatically if you violate any part of this Agreement.

8.3 The Author may terminate the license with or without cause at any time immediately and without notice if you materially breach any term of this Agreement or infringe any of Author’s rights in the Software.

8.4 Immediately upon termination of the license, you must stop using the Software and destroy all copies of the Software within your possession or control.

9. ADDITIONAL TERMS

9.1 In addition to this Agreement, You have to comply with the following Additional Terms when using the Software. We expect You to read these Additional Terms carefully, all of which are made part of this Agreement:

– Privacy policy: https://www.x-cart.com/terms-of-service.html#privacy_policy

– Moneyback policy: https://www.x-cart.com/terms-of-service.html#moneyback_policy

– Trademark policy: https://www.x-cart.com/terms-of-service.html#trademark_policy

– Technical support consulting & assistance agreement: https://www.x-cart.com/terms-of-service.html#support_terms

9.2 If You are interested in doing anything which is not permitted under this Agreement or by one of the above Additional Terms, You will have to obtain Author’s prior written consent and explicitly agree upon any further terms.

10. GENERAL

10.1 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.

10.2 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.

10.3 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.