X-Cart Add-ons. License Agreement

Software license agreement
Copyright © 2001-2024 X-Cart Holdings LLC <info@x-cart.com> All rights reserved.

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THIS AGREEMENT EXPRESSES THE TERMS AND CONDITIONS ON WHICH YOU MAY USE THIS SOFTWARE PROGRAM AND ASSOCIATED DOCUMENTATION THAT X-CART HOLDINGS LLC (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. MODIFICATIONS

2.1 Error Corrections and Updates. The Author will provide you with error corrections, bug fixes, patches or other updates to the Software licensed hereunder in open source code form to the extent available in accordance with Author’s release schedule until termination of this Agreement in accordance with the terms and on the conditions set forth in this Agreement.

2.2 Other Modifications. You may, from time to time, request that the Author incorporate certain features, enhancements or modifications into the Software. The Author may, in its sole discretion, undertake to incorporate such changes and distribute the Software so modified to all or any of Author’s customers.

2.3 Title to Modifications. All such error corrections, bug fixes, patches, updates or other modifications shall be the sole property of the Author.

3. PROPERTY RIGHTS AND RESTRICTIONS

3.1 Ownership. The Software and all modifications or enhancements to, or derivative works based on the Software, whether created by the Author or you, and all copyrights, patents, trade secrets, trademarks and other intellectual property rights protecting or pertaining to any aspect of the Software or any such modification, enhancement or derivative work are and shall remain the sole and exclusive property of the Author. This Agreement does not convey title or ownership to you but instead gives you only the limited rights set forth in this Agreement.

3.2 Limited Rights. Pursuant to this Agreement, you may: a) use the Software on one website only, for purposes of running one e-commerce store only. You must provide the author with exact URL (Uniform Resource Locator) of the website you install the Software to; b) modify the Software and/or merge it into another program; c) transfer the Software and license to another party if the other party agrees to accept the terms and conditions of this Agreement.
Except as expressly set forth in this Agreement, you have no right to use, make, sublicense, modify, transfer or copy either the original or any copies of the Software or to permit anyone else to do so. You may not allow any third party to have access to the source code of the Software. It is illegal to copy the Software and install that single program for simultaneous use on multiple machines.

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

3.4 Confidentiality. The Software and the templates contain valuable trade secrets and proprietary information belonging to Author. You must keep confidential and protect from unauthorized disclosure all such program code, all templates and all information that Author expressly designates as confidential or that you reasonably should understand to be confidential or proprietary.

4. LICENSE FEES AND TAXES

4.1 License Fee. In consideration of the license rights granted in this Agreement, You shall pay to Author the license fees or other consideration for the Software in accordance with Author’s pricing (https://www.x-cart.com/software-pricing.html) that is incorporated into this Agreement by reference. All amounts payable hereunder by You shall be payable without deductions for taxes, assessments, fees, or charges of any kind.

4.2 Taxes and Other Charges. You shall be responsible for paying all (i) sales, use, excise, value-added, or other tax or governmental charges imposed on the licensing or use of the Software, (ii) freight, insurance and installation charges, and (iii) import or export duties or like charges.

5. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES

5.1 Author warrants that the Software, when properly installed, will substantially operate as described in the applicable program documentation for 1 year after you download/copy it to install on your website. If ordered, technical support can be provided based on the current policies for the applicable services ordered. This Software is provided “as is” and these warranties do not guarantee that the Software will perform error-free or uninterrupted, or that all errors in the Software and documentation will be corrected. These warranties are exclusive and take the place of all other express or implied warranties or conditions including warranties or conditions of merchantability, satisfactory quality, and fitness for a particular purpose.

5.2 This Agreement does not obligate the Author to perform the installation of any corrections, bug fixes, patches or other updates to the Software licensed hereunder that is installed on your server.

5.3 If the Author cannot substantially correct a breach of these warranties, in a commercially reasonable manner, you may end your program license and recover the license fees or technical support fees paid to the Author under this license agreement, as applicable. This is your exclusive remedy.

6. LIMITATION OF LIABILITY

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

7. TERM

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

8. GENERAL

8.1 If any provision of this Agreement is declared void or unenforceable by any judicial authority, this shall not nullify the remaining provisions of the Agreement which shall remain in full force and effect.

8.2 You may not sublicense, assign or transfer the license or the Software except as expressly provided in this Agreement. Any attempt to otherwise sublicense, assign or transfer any of the rights, duties or obligations hereunder is null and void.

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