X-Cart Terms of Service

Privacy Policy (non-EU)

If you are a citizen of European Union please refer to EU Privacy Policy that explains the manner in which X-Cart Holdings LLC Ltd collects, uses, discloses and otherwise treats personal information of European Union citizens.

Rev. date: Aug 24, 2021

This Privacy Policy describes the types of personal information X-Cart Holdings LLC, a company organized and existing under the laws of the State of Delaware, United States (“we”, “us”) collects and how we use that information. If You do not agree to the terms of this Privacy Policy, please do not use our Products or Services (“Products or Services”) and do not access our website located at x-cart.com (“Site”).

Information We Collect

If You choose to use Products or Services, we may require You to provide contact and identity information, billing information, and other personal information as indicated on the Sites. Once You register on the Site, You are no longer anonymous to us.

We collect and store the following information:

Physical contact information (including phone number and email address);
Financial information;
Computer sign-on data, statistics on page views, traffic to and from Sites and ad data (all through cookies – You can take steps to disable cookies on Your browser, however this is likely to affect Your ability to use Sites);
Remote access codes to your server (we ask for this information if You register for a service that could not be provided without having such information);
Discussion board posts and other messages, including correspondence between us and You; and
General information regarding the Products or Services You have registered to receive.

Additionally, if you have a “Concierge” module enabled in your X-Cart 5 installation, the following information related to your store operation will be transmitted to us:

Username, date and time of back-end logins / logouts
Error messages / Error logs
Changes made to product catalog
Changes made to payment and shipping methods

The “Concierge” module is supplied with and enabled by default in X-Cart v5.325 or later. You can disable it anytime in the “Modules” section of your store’s back-end.

We do not store the following information normally:

Credit card information;
Access codes to providers of payment processing services;
Access codes to providers of domain registration services; and
Any information about your own clients.

Nevertheless we may store the information mentioned above if it is necessary for providing Service.

Demostore.x-cart.com

When you browse our demo store at https://demostore.x-cart.com any personal information you enter is utilized solely for the purposes of demonstrating capabilities of the X-Cart software. Such information is stored temporarily and is destroyed periodically.

We may collect and temporarily store:

email and username provided by you when registering an account at the demo store and / or when logging in via Facebook / Google, checkout, or when leaving a comment on any of the demo products presented on the demo store
any address you enter during test checkout on the demo store.

We do not sell or rent your personal information to third parties.

What Are Cookies?

Cookies are a feature of Web browser software that allows Web servers to recognize the computer used to access a Web site. Cookies are small text files that are stored by a user’s Web browser on the user’s hard drive. Cookies can remember what information a user accesses on one Web page to simplify subsequent interactions with that Web site by the same user or to use the information to streamline the user’s transactions on related Web pages. This makes it easier for a user to move from Web page to Web page and to complete commercial transactions over the Internet. Cookies should make your online experience easier and more personalized.

How Do We Use Information We Collect from Cookies?

We use Web site browser software tools such as cookies and Web server logs to gather information about our Web site users’ browsing activities, in order to constantly improve our Web site and better serve our customers. This information assists us to design and arrange our Web pages in the user-friendliest manner and to continually improve our Web site to better meet the needs of our customers and prospective customers.

Cookies help us collect important business and technical statistics. The information in the cookies lets us trace the paths followed by users to our Web site as they move from one page to another. Web server logs allow us to count how many people visit our Web site and evaluate our Web site’s visitor capacity. We do not use these technologies to capture your individual email address or any personally identifying information about you.

Our Use of Your Information

We use Your personal information to:

provide Products and Services;
calculate and collect fees;
provide customer service and technical support;
conduct surveys and send follow up text messages (including SMS);
detect and resolve technical issues when providing customer support;
verify users’ identity and the information users provide;
encourage safe online experience and enforce our policies;
customize users’ experience, analyze site usage, improve and measure interest in our services, and inform users about services and updates;
communicate administrative announcements when we need to provide users with information that may affect their use of Products or Services;
communicate marketing and promotional offers to our users;
perform other business activities as described when we collect the information.

As part of your registration for Products or Services on the Site, You agree that You may receive certain administrative communications from us, such as administrative announcements and customer service messages regarding Products or Services and products during the period that we provide Products or Services to You, and You will not be able to opt out of receiving such administrative communications.

Our Disclosure of Your Information

We do not sell or rent Your personal information to third parties for their marketing purposes without Your explicit consent. We may disclose personal information to respond to legal requirements, enforce our policies, respond to claims that a content violates other’s rights, or protect anyone’s rights, property, or safety. We may also share personal information with:

service providers who help with our business operations and assist in the delivery of Products or Services to our users. These service providers are under confidentiality agreements with us;
law enforcement or other government officials in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, violations of law, or as otherwise required by law

Accessing, Reviewing and Changing Your Personal Information

If you are registered to receive Products or Services, You can access, review and modify Your personal information at any time by logging into your Profile page located at https://secure.x-cart.com

Alternatively if you would like to: access, correct, amend or delete any personal information we have about you, register a complaint, or simply want more information contact our Data Protection Officer at privacy@x-cart.com.

We delete personal information when we no longer need it for the purposes we described earlier. We retain personal information as permitted by law to resolve disputes and enforce our policies.

Security

To prevent unauthorized access, promote data security, and encourage appropriate use of information, we use a variety of tools (encryption technologies, passwords, physical and electronic security, procedural safeguards) to assist in the protection of Your information. However, “perfect security” does not exist on the Internet, so we make no guarantees.

Notification of Changes

We may amend this Privacy Policy at any time by posting the amended terms on Sites. In the event of amendment, all terms shall become effective 30 days after they are initially posted to the Sites. Your continued use of Products or Services will constitute your acceptance of any changes or additions to this Privacy Policy.

Privacy Policy (EU)

If you are not a citizen of European Union please refer to our International Privacy Policy.

Effective date: Aug 24, 2021

This Privacy Policy describes in which manner X-Cart Holdings LLC, a company organized and existing under the laws of the State of Delaware, United States (“we”, “us”) collects, uses, discloses and otherwise treats of personal information of European Union citizens. This Privacy Policy covers information practices of our website located at x-cart.com (“Site”) and in the user interfaces of our Products or Services (“Products or Services”) offered to public through the Site.

By using the Site, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

We intend to comply with the EU’s General Data Protection Regulation (“GDPR”) and with the UK’s Data Protection Act 2018 (“DPA 2018”).

Data Controller

X-Cart Holdings LLC having its registered office at 1 Press Place, Athens, GA 30601, United States of America will be what’s known as the “Controller” of the personal data you provide to us.

You can reach our data protection officer by sending e-mail to privacy@x-cart.com

Information We Collect and Processing Purposes

If You choose to use Products or Services, we may require You to provide contact and identity information, billing information, and other personal information as a part of registering an account with us. Once You register an account on the Site, You are no longer anonymous to us.

As part of your registration for Products or Services on the Site, You agree that You may receive certain administrative communications from us, such as administrative announcements and customer service messages regarding Products or Services and products during the period that we provide Products or Services to You. You may not opt out of receiving such administrative communications.

Our communications will include notices about your account (for example, change in password or payment method, confirmation e-mails and other transactional information) and information concerning or related to the Products and Services. These communications are part of your relationship with us.

The handling of your personal data within the scope of the registered account is carried out for the performance of the corresponding user contract.

We collect and store the following information:

Information you give us to contact you, including, contact information, such as your name, company name, address, phone number, email address, and similar contact data;
Automatic information, such as computer sign-on data, browser type, browser language, statistics on page views, traffic to and from our user interfaces and ad data. Like many websites, we use identifiers such as “cookies” (for more information see below).

Additionally, if you have a “Concierge” module enabled in your X-Cart 5 installation, the following information related to your store operation will be transmitted to us:

Username, date and time of back-end logins / logouts
Error messages / Error logs
Changes made to product catalog
Changes made to payment and shipping methods

The “Concierge” module is supplied with and enabled by default in X-Cart v5.325 or later. You can disable it anytime in the “Modules” section of your store’s back-end.

The handling of your personal data for the provision of the Site, the Products and Services and for the communication with us is based on our legitimate interest. For the provision of the Site it is technically necessary that we process certain personal data (e.g. the IP address). For provision of the Products and Services and for the communication with us it is necessary that we handle the above-mentioned personal data.

Within the scope of the necessary balancing of interests, we have weighed your interest in the respective confidentiality of your personal data and our interests in the provision of the Site and the establishment of contact with each other. Your interest in confidentiality weighs less in both cases. We may not otherwise provide the Site to you or respond to your contact request.

We do not collect the following information normally:

Credit card information;
Access codes to your providers of payment processing services;
Access codes to your providers of domain registration services; and
Any information about your own clients.

Nevertheless we may store the information mentioned above if it is necessary for the provision of Products and Services.

Our Site may contain links to third-party websites. We are not responsible for the information practices or the content of such third-party websites. We encourage you to review the privacy policies of third-party websites to understand their information practices.

Demostore.x-cart.com

We may collect and temporarily store:

email and username provided by you when registering an account at the demo store and / or when logging in via Facebook / Google, checkout, or when leaving a comment on any of the demo products presented on the demo store
any address you enter during test checkout on the demo store.

We do not sell or rent your personal information to third parties.

What Are Cookies?

How Do We Use Information We Collect from Cookies?

Cookies help us collect important business and technical statistics. The information in the cookies lets us trace the paths followed by users to our Web site as they move from one page to another. Web server logs allow us to count how many people visit our Site and evaluate our Site’s visitor capacity. We do not use these technologies to capture your individual email address or any personally identifying information about you.

Data processing with your consent

General information on consents:

If you have given us your consent to process personal data for certain other purposes (e.g. sending the newsletter), the data will be processed on the basis of this consent. We provide details on the contents when requesting the consent. Consents are always voluntary. If the processing of personal data is based on a consent given by you, you have the right to revoke this consent at any time. This also applies to consents given to us prior to the validity of the GDPR, i.e. before 25 May 2018. You can also withdraw your consent by submitting a ticket under your Profile page at https://secure.x-cart.com or by sending an e-mail to privacy@x-cart.com.

The legality of data processing prior to withdrawal remains unaffected by your withdrawal.

The legal basis for data processing based on consent is Art. 6 Para. 1 a) GDPR.

Newsletter and Blog

Our newsletter is used as a general means of communication and may include updates to the Services as well as new partner agreements. You have the option to unsubscribe to our newsletter at anytime.

If you have expressly consented to receive newsletters, your declaration of consent is as follows:

“I consent to receive X-Cart Newsletter. I can unsubscribe anytime.”

If you have expressly consented to the blog subscription, your declaration of consent is as follows:

“I consent to receive new X-Cart blog articles. I can unsubscribe anytime.”

Our Disclosure of Your Information

service providers who help with our business operations and assist in the delivery of Products or Services to our users. These service providers are under data protection agreements with us;
law enforcement or other government officials in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, violations of law, or as otherwise required by law

Accessing, Reviewing and Changing Your Personal Information

If you are registered to receive Products or Services, You can access, review and modify Your personal information at any time by logging into your Profile page located at https://secure.x-cart.com.

You have the right to object at any time on grounds arising from your particular situation to the processing of personal data concerning you on the basis of Article 6(1)(e) GDPR and Article 6(1)(f) GDPR. If you object, we will no longer process your personal data unless we can prove compelling legitimate reasons for the processing that outweigh your interests, rights and freedoms, or the processing serves to assert, exercise or defend legal claims.

If you are of the opinion that the processing of your personal data violates legal requirements, you have the right of appeal to a data protection supervisory authority responsible for us.

We will delete personal information when we no longer need it for the purposes we described earlier. We may retain personal information as permitted by law to resolve disputes, enforce our policies, and prevent the recurrence of fraud or other illegal or improper activity.

Security

To protect your personal information, we take reasonable precautions and follow industry best practices to make sure it is not inappropriately lost, misused, accessed, disclosed, altered or destroyed.

All the personal data we process is located on servers within the United States on a secure server behind a firewall. No 3rd parties have access to your personal data unless the law allows them to do so.

We have a data protection regime in place to oversee the effective and secure processing of your personal data.

Notification of Changes

We may amend this Privacy Policy at any time by posting the amended terms on Site. In the event of amendment, all terms shall become effective 30 days after they are initially posted to the Site. Your continued use of Products or Services will constitute your acceptance of any changes or additions to this Privacy Policy.

Moneyback Policy

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

Please, familiarize yourself with the moneyback conditions:

Products/Services	Moneyback conditions
X-Cart Platform / Marketplace / Automotive packages (as well as legacy X-Cart Enterprise / Mutivendor subscriptions)	You may at any time cancel your paid subscription. There will be no subsequent charges to your credit card after cancellation. If you cancel your subscription for convenience before the end of the current subscription period, the fees for that period are non-refundable and remain due.
One-off fee (non-subscription) 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 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.
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 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.
Graphic design / HTML design 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.
Yearly subscription to the access to new software versions	Non refundable
X-Cart 4 (classic) to X-Cart 5 migration	Conditions are the same as for “Custom development” service.
Fraud screening service	30-day moneyback guarantee.
X-Cart hosting	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-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.
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.
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 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 https://secure.x-cart.com. By getting your funds transferred to your financial account at X-Cart you are agreeing to these terms and conditions.

To be eligible to use the Fin Account, you must be at least 18 years old.
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.
You 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
You may not add money to your Fin Account using a credit card.
You may not withdraw money from your Fin Account to a credit card or bank account.
No fees apply for the use of the Fin Account.
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.
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 Fin Account.
Any notices to X-Cart should be sent via a service desk located at https://secure.x-cart.com

Trademark Policy

1. Introduction

We at X-Cart love it when people talk about our products, build businesses around those products and produce more products and services that make life better for the end-users. We do, however, have trademarks, which we are obliged to protect.

This document outlines the policy of X-Cart Holdings LLC (“X-Cart”) regarding the use of its trademarks. Any use of any our trademark must be in accordance with this policy.

X-Cart owns a number of trademarks and these include:

X-Cart (registered in the US in both word and logo form)
LiteCommerce (not registered)
X-Payments (not registered)
X-Operators (not registered)
f-Commerce Go (not registered)

Although the most of these trademarks are not registered, the registration does not equal ownership of trademarks. This policy encompasses all marks, in word and logo form, collectively referred to as “Trademarks”.

All trademarks, even those that apply to open source software, must be used according to certain legal requirements. If these requirements are not met, the trademark may be endangered or lost. One of these requirements is for the trademark owner (in this case, X-Cart) to maintain standards for using its trademarks, and to enforce acceptable use of the trademarks by taking action against parties that violate those standards.

Trademark law is mainly a way to protect the public, rather than the trademark holder. This means that uses of trademarks that confuse consumers – which in our case would include our developer and user community, or anyone else who might be likely to use X-Cart’s software – are not permitted under law. As the owner of the trademark, we must be sure the mark is used properly, so the community is not confused. That is what we mean when we say that an unpoliced trademark may be endangered or lost. When the trademark no longer represents a certain level of quality to the community, or no longer indicates that we are the source of the products that bear the trademark, the trademark loses its value.

Underlying X-Cart’s trademark policy is a set of guidelines for what is – and is not – acceptable use of Trademarks. This policy describes the uses generally approved by X-Cart for its Trademarks. However, if you violate this policy, or otherwise take actions that may compromise the goodwill or Trademarks, or expose X-Cart to liability, X-Cart may require you to cease all use of any Trademark, regardless of the uses allowed in this policy.

2. General goals

In general, we want the Trademarks to be used with minimal restriction to refer to the X-Cart’s software products and services.

We do not want these trademarks to be used:

to refer to any other software products or services not directly supplied and supported by X-Cart
in a way that is misleading or may imply association of unrelated modules, tools, documentation, or other resources with the X-Cart’s software products

Uses that Never Require Approval

Trademarks are subject to “nominative use rules” that allow use of the Trademark to name the trademarked entity in a way that is minimal and does not imply a sponsorship relationship with the trademark holder.

For instance, stating accurately that software is X-Cart, that it is compatible with X-Cart, or that it contains the X-Cart application, is always allowed. In those cases, you may use the word “X-Cart” to indicate this, without our prior approval. This is true both for non-commercial and commercial uses.

This clause overrides other clauses of this policy. However, if you have any doubts about your intended use of the trademarks, please contact X-Cart.

Uses that Always Require Approval

Any commercial use of the Trademarks in product or company names, urls or domains names must be approved first by X-Cart. Some uses, like calling a company “The X-Cart Company,” or a product “X-Cart Software” or “X-Cart Shopping Cart” will be refused. This is because they are overly broad, or confusing as to whether your product or organization is affiliated with or sponsored by X-Cart.

Any use of a derived (modified) logo for any commercial purpose must also be approved first by X-Cart. We will generally be unable to do this, because of the confusion it may cause.

How to Use the Trademarks

Although many uses of Trademarks are governed by more specific rules, which appear in the examples below, the following basic guidelines apply to almost any use of Trademarks:

The name and logos should be used in the form provided by X-Cart, and should be accompanied by a symbol “(TM)” (for unregistered trademarks) or by a symbol “(R)”. This requirement is waived in all contexts where such marks are not normally included: email, online discussion, non-graphical advertisements (when permitted), and academic papers. We encourage the use of the symbol whenever possible, but recognize that many non-commercial and informal uses will omit it.
Try to give the Trademark distinctive graphic treatment wherever possible. The trademark should be set apart from surrounding text by using ALLCAPS, italics, emphasized or underlined fonts.
If the Trademarks are used in certain contexts, the similar statement should accompany its use: “X-Cart and the X-Cart logos are trademarks of X-Cart Holdings LLC. used by permission only.”
For websites and documentation this can be on a “legal statements” page. For brochures and published articles, this statement is optional. Otherwise it is not required. We encourage use of this statement, but recognize many non-commercial and informal uses will omit it.

Examples

We have specific rules for the following uses:

Use of the Trademark in text, or as text in 3rd party logos and trademarks
Use of one of the unaltered logo form of the Trademarks
Use of a logo derived from the Trademark

Trademarks use case	Specific rules
Use of the Trademarks in company and URL names	Allowed only by prior written permission from X-Cart.
Use of the Trademarks when redistributing the trademarked software as part of a commercial application	Allowed. If the standard version of the trademarked software is modified, this should be clearly indicated.
Use of the Trademarks in the names of user groups and conferences that are free to join or attend	Allowed if for programmers, developers or users. Other uses require permission from X-Cart.
Use of the Trademarks in the name of books or publications	Allowed.
Use of the the Trademarks on websites, brochures, documentation, and product packaging	Allowed. Please follow the rules above about the use of the TM and (R) symbols.
Use of the Trademarks in advertisements	Allowed in most cases by the nominative use rules described in the section “Uses that Never Require Approval” above. Other uses in ads only with prior permission by the X-Cart.
Use of the Trademarks in email and informally	Allowed without the TM or (R) symbol.
Use of the Trademarks in academic papers, theses, and books	Allowed without the TM or (R) symbol. Books should include the symbol.
Use of the Trademarks in another trademark	Not allowed without prior written permission from X-Cart, except as described above.
Use of unaltered logos of the Trademarks on T-shirts, mugs, etc.	Again, non-commercial uses to promote trademarked entities are allowed. Commercial uses (which includes any use where you sell these items for money) require permission from X-Cart. Please reproduce our logos with the right colors and fonts; if you need help, contact X-Cart
Use of unaltered logos of the Trademarks on websites, brochures, and product packaging	Non-commercial uses to promote the trademarked entities are allowed, as are all nominative uses as described in the section “Uses that Never Require Approval”. Any other commercial uses (this is where you sell any product that uses any of the Trademarks) require prior written permission from X-Cart

Derived logos must always be sufficiently different from the Trademarks to allow the community to tell the difference. For example, if you want to create a derived logo for a local X-Cart user group, you might be able to insert an unaltered X-Cart logo graphic into the local group’s name in a way that does not cause confusion. But confusingly similar derived logos are not allowed. This includes entwining Trademarks with other logos, or connecting them together in a confusing manner. Logos that simply change the colors or fonts are not allowed.

Trademarks use case	Specific rules
Use of freely distributable derived logos as icons for files and executables	Allowed if used to refer to the appropriate X-Cart’s software products. Commercial users should obtain permission before using derived logos as icons for proprietary file formats.
Use of derived logos for user groups and conferences	Allowed if used to refer to the appropriate X-Cart’s software products. Commercial user groups and for-profit conferences require permission from X-Cart
Use of derived logos for distributed 3rd-party modules or tools	Use of derived logos for commercial modules (this means if you sell the modules) and tools requires permission from X-Cart.

We recommend contacting X-Cart for permission for all derived logos to avoid placing a confusing logo into widespread use. Contacting us is not a requirement for the specific non-commercial uses listed above, or when using freely distributable derived logos that have already been approved by X-Cart. However, obtaining permission from X-Cart is required in all other uses of a derived logo.

3. Notes

X-Cart partners and website members do not receive any preferential treatment under this policy. However, if you think you may have used the Trademarks in the past in ways that would violate this policy, we recommend seeking permission. Although we are not generally in the business of suing for past infringement of our trademarks, X-Cart does reserve the right to deny trademark use that violates this policy. Past use in violation of this policy does not confer a right to continue that use.

4. Helping Out

As a member of the X-Cart community, please keep an eye out for questionable uses of the Trademarks. You can report potential misuse to the X-Cart. We will evaluate each case and take appropriate action.

For questions or comments please email legal@x-cart.com

Technical Support Service Terms of Use

1. Technical assistance and consulting are provided according to the X-Cart Technical Support Assistance and Consulting Agreement

2. Technical support requests are processed according to the X-Cart ticket processing policy; the service costs are determined here.

3. When a new issue is reported in a currently open ticket, the issue may be moved to a new ticket and processed separately for an additional fee.

4. Sales questions, questions related to custom development of projects within the guarantee period, general questions not requiring technical consulting or assistance, quote requests — are serviced free of charge.

5. To find out how much your technical support request would cost, use the ‘Get price quote for my support request’ option. We will estimate your request and provide you with a preliminary cost for your support request. The support team will not start working on the ticket until you confirm the cost.

6. If you have no active technical support subscription, your technical support request may remain unanswered for more than one business day or a subscription to the technical support services may be required.

7. Software bugs should be registered through the special ‘Report a bug’ form as described in the X-Cart’s services FAQ; otherwise, they may remain unanswered for more than one business day or require a subscription to the technical support services.

Custom Development Agreement

Rev. date: Feb 28, 2022

THIS AGREEMENT is made this [DAY] day of [MONTH] , [YEAR] by and between X-Cart Holdings, LLC, a Delaware corporation (“Developer”) and [COMPANY_NAME] (“Customer”).

Recitals

A. Customer has obtained a license of certain Software Programs (“Software Programs”) from the Developer whose Software Programs are described in Ordered products list.

B. Customer requires certain custom modifications to be made to the Software Programs in accordance with the functional and technical specifications set forth in Order description #[SPECIFICATION_NUMBER] (“Specification for Software Modifications”) also accessible via the following URL [SPECIFICATION_URL] 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 Modification Specifications. The technical and functional aspects of the Software Program modifications are as set forth in Order description. Developer shall perform all necessary programming in order to create the modifications to the Software Programs 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 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 Original 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 $ [SUM_FOR_ITEM] for the development of the Software Modifications. Such Development fee shall be paid in the monthly installments set forth in the Plan of Development based upon project milestones indicated therein, if any. In the event the payment of the Development Fee is made by wire transfer the Customer agrees to be charged by bank to cover such wire transfer costs.

Customer acknowledges and agrees that the price specified in the specification/contract is not final and may change depending on new requirements or unforeseen circumstances received/identified on any stage including the collection of requirements, assessment, preparation for implementation/implementation of the project.

2.2 Timing of Payments. An Invoice is provided in the end of each month with the net 15 rule. All payments shall be due within the 15 days after the invoice is issued regardless the project complection stage, unless otherwise agreed in writing. Customer shall be in default under these Conditions if payment is not received within 15 days following the invoice issue date 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.

In some cases, which the Developer leaves at its sole discretion, a deposit may be required to implement the project.

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, (vi) third-party certification costs, and (vii) 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 to 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 Programs 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 Programs 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 Programs 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 Deliverables 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 Deliverables.

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 Deliverables. The Developer agrees that all aspects of the Deliverables 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 Deliverables, 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. The Time and Materials relationship model does not imply any warranty for the work performed within the framework of a custom development project. All time spent on research, identification and fixing of errors by the Developer, regardless of the time of their detection, is considered billable. 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. 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 15 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 15 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 Deliverables 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 Deliverables.

5.5 Warranty Disclaimers. Other than as specifically set forth in this Agreement, THE DELIVERABLES 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 DELIVERABLES WILL MEET CUSTOMER’S SPECIFIC OBJECTIVES OR NEEDS OR THAT THE DELIVERABLES WILL BE FREE FROM ERRORS OR BUGS. DEVELOPER MAKES NO WARRANTY THAT THERE WILL BE UNINTERUPTED OPERATION OF THE DELIVERABLES. 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 Deliverables 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 Deliverables.

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 will be governed by and construed in accordance with the laws of the State of Georgia, USA, excluding that body of law pertaining to conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Athens, the State of Georgia, USA and the parties hereby irrevocably consent to the personal jurisdiction thereof and venue therein. The parties agree, pursuant to Article 30(2)(b) of the Rules of the ICC, that the Expedited Procedure Rules shall apply irrespective of the amount in dispute.

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 [COMPANY_NAME].

Custom Development Agreement (Fixed Fee)

Rev. date: Mar 29, 2021

THIS AGREEMENT is made this [DAY] day of [MONTH] , [YEAR] by and between X-Cart Holdings, LLC, a Delaware corporation (“Developer”) and [COMPANY_NAME] (“Customer”).

Recitals

A. Customer has obtained a license of certain Software Programs (“Software Programs”) from the Developer whose Software Programs are described in Ordered products list.

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.

1. Provision of service

2. Compensation

2.1 Project Pricing. Customer shall pay to the Developer a Development Fee equal to $ [SUM_FOR_ITEM] 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. In the event the payment of the Development Fee is made by wire transfer the Customer agrees to be charged by bank to cover such wire transfer costs.

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.

3. Proprietary rights

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 Programs containing the Software Modifications for its own internal purposes,

d) transfer the Software Modifications and license to another party if the other party agrees to accept the terms and conditions of this Agreement.

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

4. Support

4.1 Basic Support Services. For a period of 3 (three) 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.

5. Representations and warranties of the developer

a) the other versions of the Software

b) the Software with different set of add-on modules

c) the Software with different skin

6. Terms and terminations of provision of service

7. Miscellaneous provisions

Signed by [COMPANY_NAME].

Module Marketplace Terms of use

Rev: September 3, 2020

1. Introduction

X-Cart Module Marketplace (“Marketplace”) is owned and operated by X-Cart Holdings, LLC, a Delaware corporation (“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 covenant 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 () 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:

Use the Module for one X-Cart installation only, unless stated otherwise in the Module license agreement.
Not resell it.
Not remove copyrights, unless allowed by the Module author. Written approval must be obtained from the author prior to the removal.
Not claim the downloaded work as your own.

By using a free-to-use Module authored by Company you agree to comply with the Module’s EULA stipulated in the Appendix A attached hereto.

By using a one-off-fee Module or a subscription-based Module authored by Company you agree to comply with the Module’s EULA stipulated in the Appendix 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.

Unless stated otherwise in the Module’s EULA, compatibility of a Module with 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 (https://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.

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.

This Agreement will be governed by and construed in accordance with the laws of the State of Georgia, USA, excluding that body of law pertaining to conflict of laws.

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. Free-to-use module. License agreement.

PLEASE READ

THIS AGREEMENT EXPRESSES THE TERMS AND CONDITIONS ON WHICH YOU MAY USE THIS SOFTWARE PROGRAM AND ASSOCIATED DOCUMENTATION THAT X-CART HOLDINGS, LLC, A DELAWARE CORPORATION, THROUGH ITS SUBSIDIARIES (hereinafter referred to as “THE AUTHOR”) 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 will be governed by and construed in accordance with the laws of the State of Georgia, USA, excluding that body of law pertaining to conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Athens, the State of Georgia, USA and the parties hereby irrevocably consent to the personal jurisdiction thereof and venue therein. The parties agree, pursuant to Article 30(2)(b) of the Rules of the ICC, that the Expedited Procedure Rules shall apply irrespective of the amount in dispute.

APPENDIX B. One-off fee module. Subscription-based module. License Agreement

PLEASE READ

1. LICENSE GRANT

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. License Fee. In consideration of the license rights granted in this Agreement, You shall pay to Author the license fees, subscription fees or other consideration for the Software in accordance with Author’s pricing (https://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

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 will be governed by and construed in accordance with the laws of the State of Georgia, USA, excluding that body of law pertaining to conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Athens, the State of Georgia, USA and the parties hereby irrevocably consent to the personal jurisdiction thereof and venue therein. The parties agree, pursuant to Article 30(2)(b) of the Rules of the ICC, that the Expedited Procedure Rules shall apply irrespective of the amount in dispute.

CloudSearch Terms of Service

Rev. date: August 1, 2018

By installing the CloudSearch or CloudFilters software (the “Software”) and by using the CloudSearch service (the “Service” or “Search Service”) whether via free or paid subscription, you (“You”) accept and agree to be bound by the following terms and conditions (the “Agreement”) with X-Cart Holdings LLC (“Service Provider”, “us”, “our”).

For purposes of this Agreement, “Site” shall mean the Web site or sites on which You place JavaScript or similar programming which renders search tools, including but not limited to search boxes and search filters, to performs a search query on the Site (“Search Tools”). Service Provider will receive queries from You, process the queries using Service Provider’s search engine and return search results (“Search Results”).

Service Provider reserves the right to modify these terms without notice.

1. USE OF SERVICE

1.1 You may use the Service solely for purposes of maintaining a Search Tools and showing Search Results on your Site. You agree not to use the Service in any way that is unlawful, or harms Service Provider, its service providers, its suppliers, your end users, or any other person. Service Provider may terminate your use of the Service if and when Service Provider determines that your use is inappropriate.

1.2 You are responsible for using the Service in a private and secure manner. Service Provider is not liable for any damage or loss due to unauthorized account access resulting from your actions.

1.3 You may not exploit the Service to access unauthorized information.

1.4 Service Provider reserves the right to modify, suspend, or discontinue the Service for any reason, with or without notice.

1.5 Abuse or excessively frequent requests to the Service may result in the temporary or permanent suspension of your account’s access to the Service. Service Provider, at its sole discretion, will determine abuse or excessive usage. Service Provider will make a reasonable attempt via email to warn the account owner prior to suspension.

1.6 Service Provider owns intellectual property rights to any protectable part of the Software and the Service, including but not limited to the design, artwork, functionality, and documentation. You may not copy, modify, or reverse engineer any part of the Software and the Service owned by Service Provider.

1.7 Limitation on Use. You represent and warrant that the Search Service will not be used, accessed or displayed on any Sites that contain, encourage, promote or engage in: (a) pornographic or adult content material or sites with links to pornographic or adult content sites; (b) illegal activity, sites encouraging racism or sites providing instructions or discussions about performing illegal activities; (c) gambling (including, without limitation, online casinos, sports books and bingo or links thereto); (d) the sale of tobacco or alcohol to persons under twenty-one (21) years of age; (e) libelous or harassing activities; or (f) any activities similar thereto.

2. SUPPORT SERVICES, INTEGRATION & REPORTS

2.1 Support Services. Service Provider may provide technical support for the Service through Service Provider’s helpdesk system available at https://secure.x-cart.com

2.2 No Integration Assistance. Service Provider shall provide online documentation to you that can be used by you to integrate the Search Tools into your Site. At your request, Service Provider may provide technical support to you to assist in such integration at Service Provider’s rates.

2.3 Reports. Although Service Provider may provide you with reports relating to your use of the Search Service, Service Provider has no obligation to provide you such reports. You acknowledge and agree that Service Provider shall have no reporting obligations to you regarding Search Services provided to you.

3. PAYMENT AND FEES

3.1 A valid credit card is required to use paid subscription for the Service.

3.2 When You subscribe for paid Service plan your credit card will be billed according to current Service Provider’s rates for selected subscription plan and subsequently in 6-month or 12-month intervals to prepay usage of the Service for the next term.

3.3 If You choose to downgrade Your subscription by switching to free or cheaper subscription plan Service Provider will continue to provide the Service using Your current plan until prepaid period ends and then downgrade Your account.

3.4 If You choose to upgrade subscription, Your account will be switched to the new plan immediately and You credit card will be billed according to current Service Provider’s rates for newly selected subscription plan. If there is an unused remainder of prepaid subscription that was active at the moment of upgrade Service Provider will provide You the Service according to the new plan for the duration of such remainder (which may not exceed 30 days) without imposing additional charges for that.

4. NO WARRANTY & LIMITATION OF LIABILITY

4.1 SERVICE PROVIDER PROVIDES THE SERVICE “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE”, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SERVICE PROVIDER AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. SERVICE PROVIDER AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE.

4.2 IN NO EVENT WILL SERVICE PROVIDER OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR YOUR USE OF SERVICE EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER THIS PARAGRAPH IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR YOU HAVE ANY DISPUTE OR CLAIM AGAINST SERVICE PROVIDER OR ITS SUPPLIERS WITH RESPECT TO THIS AGREEMENT OR THE SERVICE, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.

5. INTELLECTUAL PROPERTY & DATA COLLECTION

5.1 The Service and Software, including all content included on our user interfaces, or delivered to members as part of the Service and Software, including, but not limited to, source code, data compilations, and software, are the property of Service Provider or its licensors and are protected by United States and international copyright, trade secret or other intellectual property laws and treaties. While the Software includes open-source software available for free, the compilation of all content and any software or other materials provided by Service Provider, or in connection with the Software are the exclusive property of Service Provider and its licensors and are protected by the copyright and trade secret laws in the territories in which the Service operates and by international treaty provisions. Content shall not be reproduced or used without express written permission from Service Provider or its licensors. You agree to adhere to the restrictions set forth in these Terms of Service. You agree not to decompile, reverse engineer or disassemble any software or other products or processes accessible from Service Provider, not to insert any code or product into or manipulate the content of the Service and Software in any way, and not to use any data mining, data gathering or extraction method. Service Provider reserves the right to terminate your membership hereunder if Service Provider, in its sole and absolute discretion, believes that you are in violation of CloudSearch software restrictions, restrictions against copying the Service and Software provided to you by us, or other unauthorized copying or use of our proprietary content in violation of the copyrights of Service Provider and its licensors.

5.2 Service Provider collects anonymous data and measurements about your use of the Service. Such information does not identify you personally, it simply enables us to compile statistics about performance of the Service. Service Provider uses this anonymous data to improve the Service. You can not opt-out of sending such data to us.

6. INDEMNITY

6.1 You agree to indemnify, defend and hold harmless Service Provider, its parent companies, subsidiaries, affiliated companies, joint venturers, business partners, licensors, employees, agents, and any third-party information providers to the Service from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of your use, misuse, or inability to use the Service, or any violation by you of this Agreement.

7. TERMINATION

7.1 Service Provider may change, suspend or discontinue the Service and suspend or terminate your use of the Service at any time for any reason, without notice.

7.2 You can at any time cancel your paid subscription for the Service by downgrading to free plan. There will be no subsequent charges to your credit card after cancellation.

7.3 You may terminate the Agreement by discontinuing use of the Service.

8. ADDITIONAL TERMS

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

a) Privacy policy: https://www.x-cart.com/terms-of-service.html#privacy_policy
b) Moneyback policy: https://www.x-cart.com/terms-of-service.html#moneyback_policy
c) Trademark policy: https://www.x-cart.com/terms-of-service.html#trademark_policy

9. GENERAL

9.1 Any abuse or threatened abuse of other users of the Service or of Service Provider’s personnel will result in immediate account termination.

9.2 Any failure of Service Provider to enforce or exercise a right provided in these terms is not a waiver of that right.

9.3 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.

9.4 This Terms of Service constitutes the entire agreements between you and Service Provider and supersedes any and all previous agreements, written or oral, between you and Service Provider, including previous versions of the Terms of Service.

9.5 This Agreement will be governed by and construed in accordance with the laws of the State of Georgia, USA, excluding that body of law pertaining to conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Athens, the State of Georgia, USA and the parties hereby irrevocably consent to the personal jurisdiction thereof and venue therein. The parties agree, pursuant to Article 30(2)(b) of the Rules of the ICC, that the Expedited Procedure Rules shall apply irrespective of the amount in dispute.

9.6 Promotional Rights. You hereby grant to Service Provider a non-exclusive, worldwide, royalty-free license to use and display your trademarks and service marks on the Service Provider’s website and any Service Provider’s customer newsletter stating that you are using Service Provider’s products and/or services. Subject to approval from you, which shall not be unreasonably withheld or delayed, Service Provider may issue a press release stating that you are a user of Service Provider’s products.

9.7 Assignment. You may not assign or transfer this Agreement or any rights hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Service Provider. Service Provider may assign this Agreement or any rights hereunder without your consent. Any attempt by you to assign this Agreement in breach of this Section shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.