X-Cart 5 Developer Program Agreement

Rev. date: October 18, 2019

Qualiteam Software Ltd (“Company”) distributes X-Cart Modules (“Modules”) through X-Cart Module Marketplace (“Marketplace”). This is a legal agreement (“Agreement”) covering the distribution of your Modules between the Company and you as an individual or an entity (“you” or “your”). If you register on behalf of a company or other entity, you represent that you have the full legal authority to bind the company to this Agreement, and you are agreeing to this Agreement on behalf of that company. You must be of a legal age to form a binding contract with the Company, and in any event at least 18 years old.

1. Definitions

“Company”, “We”, “us” or “our” means Qualiteam Software Ltd.

“Commercial Modules” means Modules licensed and distributed on X-Cart Marketplace or by X-Cart partners for a charge.

“Free Modules” means Modules licensed and distributed on X-Cart Marketplace or by X-Cart partners for no charge.

“Module” means a product or service that is complementary to the X-Cart Platform or may be used to integrate your product with the X-Cart Platform. Modules include, but are not limited to, development modules, add-ons, language packs, design interfaces and themes.

“Marketplace” means the catalog of Modules made available by Company to end-users through X-Cart Platform.

“Marks” means trademarks, including registered and common law trademarks, trade names, service marks, logos, domain names and designations owned, licensed or used.

“X-Cart Platform” means our Web-based technology platform that includes, but is not limited to, a user interface, operating system, customizations and integration capabilities. The X-Cart Platform does not encompass any third party Module.

“X-Cart API” means our application programming interface that can be used to build products or services that interoperate with the X-Cart Platform.

“Modifications” means any code that modifies the X-Cart Platform or Services in order to create an Module.

“User Guide” means the online user guide(s) for the X-Cart Platform and Services, accessible via the Site, as updated from time to time.

“You” or “your” means you and/or the company or other legal entity for which you are accepting this Agreement.

“Your Information” is defined as (a) your Module; (b) your Module listing; and (c) any information you provide to us or X-Cart users in the registration or Module listing process, in the maintenance of your Module, in any public area (including, without limitation, the X-Cart discussion boards or the feedback area) or through any communication. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information.

2. Your Modules

Once you are accepted to the Program, you may submit your Modules to the Marketplace through your partner account at https://my.x-cart.com page. You acknowledge and understand that prior to submitting your Module you must read and accept the terms and conditions (“Terms”) of this Agreement.

Your Modules should comply with the following requirements:

1. The Module code conforms to Coding Guidelines (https://developer.x-cart.com/5.4/misc/testing_module_for_code_style), including guidelines for PHP, JavaScript and CSS code.
2. The tests supplied by the Company for X-Cart 5 don’t fail when the Module is enabled.
3. The Module package is a single PHAR archive prepared with the built-in “Pack it” X-Cart function.
4. It doesn’t promote other Modules or services offered by you or other parties.
5. It doesn’t contain sexual, violent, abusive, harassing, offensive or insulting content and doesn’t promote any illegal activities.
6. It complies with all applicable laws.
7. It does not store, process or transmit credit card Primary Account Number (PAN).
8. It is supplied with PHPUnit and Selenium tests for models and functionality added/modified by the Module; and the test coverage for all model classes is 80% or higher (this requirement takes effect on June 1, 2011).

The Company has the right (but not the obligation), at its sole discretion, to inspect at any time the Modules offered by you, notably with regard to their legality and their compliance with these Terms and requirements.

The Company reserves the right to decide in its sole discretion whether, where, and how an Module listing is displayed in Marketplace. When your Module listing is displayed in Marketplace, your preferences will be considered, but your Module listing may be displayed in any category or subcategory as The Company deems appropriate, in its sole discretion.

The Company reserves the right to suspend or remove any your Module from the Marketplace at any time without needing to provide justification. Any decision of the Company to refuse a Module is final and will not give rise to any recourse. You may remove your Modules from the Marketplace by contacting the Company. Removing a Module from the Marketplace will not remove it from the computers of those end-users who have previously installed it.

You acknowledge and agree that any cancellation request made by end-user shall be processed in accordance with Company’s moneyback policy as available on Company’s website at https://www.x-cart.com/terms-of-service.html#moneyback_policy. The Company may change or update the moneyback policy from time to time.

You acknowledge and understand that the Company and other developers may independently develop Modules and X-Cart improvements that may be similar to or identical to your Modules in terms of theme, idea, function, or in other respects. You agree that you will not be entitled to any rights in, or compensation in connection with, any such similar or identical applications and/or ideas.

3. Your obligations

You must first test the Modules you submit to ensure that they are compatible with the most recent versions of X-Cart and comply with the requirements detailed above.

By submitting a Module, you warrant that the Module does not infringe any intellectual property right of any third party or any applicable law or regulation, and you will indemnify the Company against any third-party’s claim resulting from the distribution of your Module through the Marketplace.

You will set the price, if any, that end-users will be charged for your Modules. You are responsible for determining applicable taxes in connection with distributing your Modules, and you shall pay the applicable taxes to the applicable tax authorities.

You will provide end users with a licence agreement applicable to your Modules as part of the submission process, and you warrant that this does not infringe any third party’s rights.

You must keep your Modules compatible with newer X-Cart versions and releases, provide a way to report bugs and problems, which end users may find in the Modules, and fix the bugs reported this way.

4. Pricing, fees and payment

If you elect to distribute a Module without charge, the payment terms of this Agreement will not apply with respect to the free Module.

We will resell your Module at a price you set. Within 30 days of the end of each calendar quarter, we will provide you with a report on the number of copies of each of your Modules sold and the amount of any payment due, which shall be the fee multiplied by the number of copies sold less any applicable taxes, refunds and our fee as reseller.
Default reseller fee is 25% of the total amount for the sale of your Modules less any applicable taxes.

In some cases, we may mutually agree to a different reseller fee rate, which will be incorporated into this Agreement through an amendment.

We reserve the right to offer your Module to end-users at a lower price (“Discounted price”) from time to time, at our sole discretion, provided however that: a) the Discounted price shall be not less than 65% of original price, and b) the total number of days a Module is offered at a Discounted price shall not exceed 60 within each calendar year.

We may display and collect the fees for your Modules in different currencies. We will convert payments made in other currencies to United States Dollars at the applicable exchange rate utilised by the Company, which is in effect on the day of our payment to you.

Payments to you will be made by bank transfer or PayPal, and all the costs generated by this payment are to be paid by you.

You can request the amount due to you if the following conditions are met:
– The payment of the Module was collected more than thirty (30) days previously
– The sale has not been cancelled
– The total amount due to you is at least two hundred fifty (250) U.S. dollars

Refunds, cancellation or bad debt payments processed after you receive payments due under this Agreement will be debited against your account. The Company may offset any amounts owed to the Company against amounts the Company owes you. You acknowledge and agree to pay the amount owed to the Company within the maximum period of three months, and that all the costs generated by this payment are to be paid by you.

You must provide the Company (and/or its partner companies) with all financial, tax and banking information requested in order to make payment of amounts owed under this Agreement. Failure to provide such information or failure to keep such information current and accurate may result in the removal of your Modules from the distribution and forfeiture of amounts owed to you under this Agreement.

You agree that any payment to you may be withheld in the event that you breach (or we have a reasonable ground to suspect that you are in breach of) these Terms or any applicable laws.

5. Licence

The Company grants you a nonexclusive, limited, nontransferable right to use the Marketplace and the X-Cart API solely for the purposes of development, customization, marketing, and distributing Modules, provided that you comply with the terms and conditions of this Agreement, as well as the guidelines contained at the Site, and/or as otherwise provided to you by the Company. The X-Cart API are licensed, not sold, and the Company reserves all rights to the X-Cart API not expressly granted to you herein.

You, not the Company, will license the right to install and use your Modules to end users using either one of the Open Source licenses or a license agreement provided by you (subject to approval by the Company at its sole discretion), and we will act as your agent in concluding licence agreements in this form on your behalf and collecting the purchase price for such licences on your behalf. You shall be solely responsible for any and all liabilities involving or relating to the Modules.

You hereby grant to the Company and its partner companies, for the Term, a worldwide, non-exclusive licence to install, deploy, reproduce, and run your Modules for the purposes of testing and evaluation, and the right, directly or indirectly through the Company’s partners, to host, market, promote, and distribute your Modules to end-users as your agent. You hereby grant to the Company and its partner companies, for the Term, a licence to use any trademarks and branding you provide as part of the Module in the Marketplace and in associated uses such as use in marketing materials and advertising relating to the Modules or the Marketplace.

6. Intellectual property

Subject to the limited licenses set forth in this Agreement, nothing in this Agreement transfers or assigns to us any of your intellectual property rights in your Modules or your other technology, products or services (including without limitation any source code developed by you using the Marketplace), and nothing in this Agreement transfers or assigns to you any of our intellectual property rights in X-Cart”s technology, products or services (“our Intellectual Property”).

The Company may make logos or phrases available to you to publicise your Module’s availability through the Marketplace. The Company hereby grants you a worldwide, non-exclusive licence during the Term to use such logos or phrases for the purpose of marketing your Modules in connection with its availability through the Marketplace, subject to the Company’s trademark policy and brand guidelines, from time to time at https://www.x-cart.com/terms-of-service.html#trademark_policy.

The Company may in its discretion terminate the account or access of anyone who infringes the intellectual property rights of others.

Subject to our and your respective rights and obligations under this Agreement, we acknowledge that you and/or other parties may develop and publish applications that are similar to or otherwise compete with our applications, products and services, and you acknowledge that we and/or other parties may develop and publish applications that are similar to or otherwise compete with your Modules, products or services. Nothing in this Agreement will impair our right to develop, acquire, promote or distribute technologies or tools that perform the same or similar functions as, or otherwise compete with, any technologies or tools that you may develop, market, or distribute.

7. Support

The Company will not provide any end-user support for your Modules.

8. Ratings, reviews and popularity information

We may allow third parties to publish ratings and reviews of your Modules. The Company may use these ratings and information about the popularity of your Modules, including the number of times your Module has been downloaded or purchased in publicity for the Marketplace, in publicising the Modules or as the Company otherwise sees fit, from time to time. If you consider a review to be inaccurate, you may report this, but should your use of this reporting system be, in the Company’s opinion an abuse of that reporting system, the Company may terminate this Agreement and remove your Modules from the Marketplace at any time thereafter.

9. Term and termination

This Agreement begins when you accept its terms and will continue in force unless terminated by either you or the Company as set out below.

You may terminate this Agreement at any time by contacting the Company.

The Company may, at any time, terminate this Agreement 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.

Upon termination for any reason, we will remove your Modules from the Marketplace in no more than 10 days from the end of the notice period.

Unless terminated for your breach, we will provide the final report and payment after the calendar quarter during which this Agreement was terminated.

10. Changes to the Agreement

This Agreement is 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 submit a new Module or within 7 days after the modification if you continue to distribute your Modules through the Marketplace.

11. Indemnity

You will indemnify, defend, and hold the Company and our Affiliates, officers, directors, agents, contractors, employees and suppliers (collectively, the “Indemnified Parties”) harmless from and against any and all settlements, judgments, awards, fines, penalties, interest, liabilities, losses, costs, damages and expenses (including reasonable attorneys” fees and disbursements and court costs) sustained or incurred by any of the Indemnified Parties based upon, relating to or arising out of, any and all third party claims, actions, suits, proceedings, threats or investigations in connection with, pertaining to, arising out of or relating to (i) your use of the Marketplace or the X-Cart API, (ii) your breach of this Agreement, (iii) your Module and any related services, (iv) information relating to your Module, (v) any claim that your Module infringes, misappropriates, or violates any intellectual property rights of a third party, and/or (vi) your violation of any law, regulation, or the rights of a third party. You agree that our provision of the Marketplace or the X-Cart API does not constitute indirect infringement or aiding or abetting of any such infringement or misappropriation.

12. No warranty

SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS OR LIMITATIONS ON LIABILITY. ONLY DISCLAIMERS OR LIMITATIONS THAT ARE LAWFUL IN THE APPLICABLE JURISDICTION WILL APPLY TO YOU AND COMPANY’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO OUR PRODUCTS OR SERVICES, AND OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. EXCEPT AS EXPRESSLY STATED HEREIN, COMPANY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SITE, OR ANY PRODUCT OR SERVICE WILL OPERATE SECURELY OR WITHOUT INTERRUPTION. THE SITE AND ALL MARKS, PRODUCTS AND SERVICES PROVIDED BY COMPANY HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND THE SITE, PRODUCTS AND SERVICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN. YOU ASSUME TOTAL RESPONSIBILITY AND ALL RISKS FOR YOUR USE OF THE SITE, PRODUCTS AND SERVICES, INCLUDING, BUT NOT LIMITED TO ANY INFORMATION OBTAINED THEREON.

13. Disclaimer of liability

THE COMPANY, OUR AFFILIATES, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, EMPLOYEES AND SUPPLIERS WILL HAVE NO DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT THAT THE ABOVE IS NOT ENFORCEABLE, COMPANY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE NUMBER OF CLAIMS, RELATED OR NOT, IS LIMITED TO AMOUNTS PAID OR PAYABLE TO THE COMPANY BY YOU UNDER THIS AGREEMENT IN THE MONTH PRECEDING THE CLAIM. IN THE EVENT THAT THE FORMER LIMITATION OF LIABILITY IS HELD UNENFORCEABLE BY A COMPETENT COURT, COMPANY’S TOTAL AGGREGATE LIABILITY, REGARDLESS OF THE NUMBER OF CLAIMS, RELATED OR NOT, IS IN ANY CASE LIMITED TO YOUR DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE APPLICABLE FEES YOU PAID US UNDER THIS AGREEMENT FOR THE YEAR DURING WHICH A CLAIM IS MADE.


WE DO NOT CONTROL THE INFORMATION PROVIDED BY USERS ON THE SITE AND MADE AVAILABLE THROUGH OUR SYSTEM AND WE DISCLAIM ALL LIABILITY FOR SUCH INFORMATION. YOU MAY FIND OTHER USER’S INFORMATION TO BE OFFENSIVE, HARMFUL, INACCURATE, OR DECEPTIVE. PLEASE NOTE THAT THERE ARE ALSO RISKS OF DEALING WITH UNDERAGE PERSONS OR PEOPLE ACTING UNDER FALSE PRETENSE. ADDITIONALLY, THERE MAY ALSO BE RISKS DEALING WITH INTERNATIONAL TRADE AND FOREIGN NATIONALS. BY USING THE SITE, YOU AGREE TO ACCEPT SUCH RISKS AND THE COMPANY IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF USERS ON THE SITE.

14. General

Your Modules may be subject to export control laws and you shall comply with any such laws. You must comply with all applicable laws, including export control laws in your provision of your Modules through the Marketplace.

Failure by the Company to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect.

All use of your personal data is subject to our privacy policy (https://www.x-cart.com/terms-of-service.html#privacy_policy) and shall comply with all applicable regulation.

Except as explicitly stated otherwise, any notices shall be given by e-mail to marketplace@x-cart.com.

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.

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.