License conditions

The document comes into force on July, 23, 2012

 

Use of OpenTrade Commerce software platform, hereinafter referred to as Software Product and/or SP, is a property of a legal entity «OpenTrade Commerce» LTD, established and operating under the Russian Federation laws and located at the following registration address: 394036, Russian Federation, Voronezh, Friedrich Engels Str., Bld. 52, office 301, hereinafter referred to as Licensor.

Terms and definitions

Software Product (SP) is OpenTrade Commerce software platform allows users to have:

  •  the legal access to products catalogues available for suppliers and vendors and in the Internet in free access, namely, to Taobao/Tmall trade providers (and other trade providers accepted by customers when purchasing software product), with automatic translation into Russian or English.
  • Reception, checkout and processing of orders of their customers in the «Operator’s place» segment platform.
  • Getting logistical information about the movement accepted and placed orders in independently generated format using the capabilities of the SP in the «Administrator’s office» operating platform.
  • Connection to payment systems.
  • Another action for getting required results, as described in «User’s manual».

 

User’s manuala general description of the SP, its individual Segments and the procedure for working with them for getting maximize the useful properties of the SP as a whole and its single Segments, also blocking the possibility of improper use of the SP by third parties to the detriment of the parties’ interests. The user’s manual is available in the public domain on the Internet at the following address docs.otapi.net.

PC a personal computer/ECM legally used by the Licensee.

User/Licenseea legal entity, a private entrepreneur or an individual, who concluded and is performing the License Agreement.

Licensora developer and legal owner of the exclusive rights to the Software Product (SP) in accordance with the rules of the Russian Federation law and international law.

License Agreement an agreement concluded between the Licensor and the Licensee on granting the rights to the Licensee for using the SP.

Instance key an individual set of symbols reported to the Licensee in the way specified during the Registration of the Licensee for free start of using the software in accordance with the terms of the current agreement.

Registration of the Licenseemeans the fulfillment by the Licensee of the following actions necessary for the conclusion of the License Agreement:

Filling in the registration form provided at: https://otcommerce.com/documents-terms/registration-forms/

Sending scanned copies of the following documents to the Licensor at info@otcommerce.com:

  • TIN/ RRC.
  • Reg. Number.
  • Charter.
  • Protocol on the appointment of the sole executive body.
  • Power of attorney for the person signing the contract, if the contract is signed by a person operating under a power of attorney.
  • Excerpt from the Uniform State Register of Legal Entities, issued less than two weeks before the date of conclusion of the contract.

 

The first license payment is a fixed payment which the Licensee must make after signing this agreement to get the Instance Key.

1. Restrictions other than those expressly provided for in the License Agreement

1.1. The use of software product is allowed only by this legal entity or private entrepreneur who has entered into a license agreement on the specified conditions and signed the License Agreement.

1.2. The use of the software product is limited to the internal business purposes of the User in accordance with the provisions of the license terms, including license definitions and rules established by the User’s manual.

The license terms can be changed, the actual texts of the terms are available at otcommerce.com//documents-terms.

1.3. Support programmes as materials of third party defined in the User’s manual may only be used for installation purposes or operating the SP.

1.4. «OpenTrade Commerce» LLC reserves all exclusive rights and copyrights to the SP.

1.5. Third party technology which may be appropriate or necessary for use with the software product is defined in the User’s manual and such third party technology is licensed to the User under the terms of a third party technology license agreement, specified in the software documentation, and not in the terms of a license agreement with the User.

1.6. If the Licensee sells or assigns the site to third parties, then the Licensee is obliged to notify the Licensor about these changes 30 days before the change of the site’s ownership, while the Licensor reserves the right to stop working with the Licensee if this operation for changing the site’s ownership:

1.6.1. is illegal;

1.6.2. contradicts the requirements of the Chinese side (vendors of products, such as taobao);

1.6.3. violates and/or puts at risk the intellectual property rights and copyrights of the Licensor.

1.7. Forbidden to use the software program in any way except described in the license agreement concluded with «OpenTrade Commerce» LLC, including, but not limited to the following: (a) by means of their leasing, time sharing, providing a subscription to the software program, hosting or outsourcing; (b) deleting or changing of any the SP markings or any reference to the rights of «OpenTrade Commerce» LLC; (c) providing any form of access to any third party for the business use; and (d) transfer of exclusive rights for the SP to other party.

1.8. Forbidden to restore the source code (except as required by law to ensure interaction), disassembling or decompiling programs (this prohibition includes, but is not limited to review the data structure or similar materials produced by software products), and making copies of software products.

1.9. Forbidden to publish any results of the SP development testing.

2. Limits of liability and warranties and rights of the Licensor

2.1. Within the limits established by applicable law, «OpenTrade Commerce» LLC isn’t responsible for: (a) any direct, consequential, incidental or associated damages; (b) loss of profit, revenues, loss of data as the result of using the Software program;

2.2. During the term of the license agreement, the Licensor is obliged to refrain from any actions which could create difficulties for the Licensee the right granted to him to use the SP within the limits established by the agreement.

2.3. During the term of validity of the license agreement, the Licensor will provide SLA services to the Licensee for providing the Licensor with quantitative indicators of the SP’s qualitative characteristics, when used it by the Licensee, as provided for by the Procedure for the provision of SLA services, which is publicly available in the Internet at the Licensor’s website otcommerce.com//documents-terms/service-sla.

2.4. The Licensor has the right to audit the use of rights to the SP by the Licensee every six months according to the audit program, which must be previously agreed with the Licensee.

2.5. The Licensor has the right to prevent the Licensee’s access to the SP by blocking his Instance Key in the following cases:

2.5.1. delay in payment of the license fee for more than 10 banking days with the obligatory notification of the Licensee of such termination. Renew access to the SP within the term of the License is carried out by the Licensor after payment the debt by the Licensee, by activating the Licensee’s Instance Key no later than 2 days from the date of payment the debt and penalties, if any are charged to the Licensee by the Licensor in accordance with the terms of section 4 of the current License Terms;

2.5.2. when the Licensor has the reason to suppose that the Licensee has intentionally or through negligence violated one or more of the License Terms. At the same time, access is renewed after the Licensee submits evidence of the termination of the violations identified by the Licensor specified in the Notification.

3. Guarantees and representations of the Licensee

3.1. Licensee shall comply with applicable export/import laws to ensure that neither SP nor any other products derived from it will be exported, directly or indirectly, in violation of applicable laws.

3.2. The Licensee will provide the right to audit the use of the SP, reasonable support and access to information during this audit.

3.3. The Licensee confirms he doesn’t count on the future availability of any SP or an updated version of the SP, if such update doesn’t become available to him at the initiative of «OpenTrade Commerce» LLC, which has the right for modifications and other improvements of the SP during the term of the license agreement, provided that the Licensee will be notified about such modifications and/or improvements by publishing an announcement in the Internet on the Licensor’s website.

3.4. The Licensee is obliged to use the SP within the limits set by the License Agreement, in accordance with the rules and recommendations of the User’s manual, not to allow violation of exclusive rights to the SP owned by the Licensor, to bring to the attention of the Licensor the facts of the SP improper use by third parties that have become known to him.

3.5. The Licensee is obliged to keep on his site with the installed SP the link to https://otcommerce.com/.

4. The Licensee’s financial responsibility

4.1. In case of violation by the Licensee of the terms of payment set by the License Agreement, the latter pays at the Licensor’s request, a penalty in the form of penalties in the amount of 0.1% of the amount of untimely paid funds for each day of delay. Payment of the penalty does not exempt the Licensee from the fulfilment of obligations under the Agreement.

4.2. For non-compliance with the limits of using the SP, set by the License Agreement and the License Terms, the Licensee is liable to a fine of 300 USD for each violation.

5. Changes

5.1. The Licensor has the right to change these License Terms, as well as the terms of the License Agreement unilaterally. At the same time, such changes come into force for the Licensee in 30 days after publishing them on the Internet https://otcommerce.com/documents-terms/. Also, the Licensee can receive information about the changes by e-mail newsletter, which the Licensor will send to all support.otcommerce.com subscribers.

5.2. Changing the License Terms and/or the terms of the License Agreement gives the Licensee the right to withdraw from the License Agreement unilaterally before entry into force of the agreement’s changes, by sending the Licensor an appropriate notice. If the Licensor doesn’t get from the Licensee a notice of a refusal from the License Agreement within 30 days from the date of the changes publishing is considered as acceptance these changes by the Licensee.

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