PUBLIC AGREEMENT Русская версия
This Public Agreement is concluded between WEBROV GROUP OÜ the legal entity duly incorporated and acting under the current legislation of the Republic of Estonia (hereinafter referred to as “We”, “Our”, “Agent”, “Company”) and Natural persons or Legal entities (hereinafter referred to as “You”, “User”)
Terms, words, phrases used in this Agreement shall be understood as enacted by this section unless otherwise expressly stated in the relevant clause of Agreement.
2.1. License - a license agreement containing terms and conditions of certain Objects usage.
2.2. Agent - a Party to this Agreement which provides the Developer with services for Licenses sale transactions with Buyers on the conditions provided by the Developer, while receiving agency fees for each license sold on the Platform. The Company (while performing the Agent functions) shall not be deemed as a provider of services of alternative means of payment in the sense of part 4 of the clause 6 of the Estonian Money Laundering and Terrorist Financing Prevention Act as well as shall not be deemed as a payment institution (or an e-money institution) in the sense of clauses 5 and 7 of the Estonian Payment Institutions and E-money Institutions Act.
2.3 Platform - opencartforum.com website with the attendant back code on the servers, on which the software is installed, that allows to provide the services under this Agreement.
2.4. OpenCart - ecommerce framework, focused on creating online stores and supporting add-ons.
2.5. Software - a set of instructions in the form of words, numbers, codes, schemes, symbols or in any other form expressed in computer readable form that facilitates activating of such software with a purpose of specific results achieving, as well as the addings source code for the OpenCart platform.
2.6. Profile – an account created by the User at its sole discretion and its will by using the Platform interface.
2.7. Control panel - a web page on the Platform the User will get the access to after its Profile is created for the term of this Agreement. The User has the right for User’s Profile managing by using methods and tools that are accessible in the context menu on such page.
2.8. Advance account - a conditional balance within the Platform, access to which is available through the User's Control panel and which can be replenished by transferring funds by using available payment systems. The current balance can be used with the purpose of the License purchasing within the Platform.
2.9. Payment system – a financial institution which should be understood as a third party that is providing opportunity of funds transfers as well as ensure settlements between the Buyer and the Developer within the Platform.
2.10. Object - the software created by the Developer, and for which the Developer wishes to sell licenses to, within the framework of the Platform.
2.11. User - a natural person or legal entity who/which has provided the necessary information for the Profile creation and who/which wishes to receive services on the conditions set forth in this Agreement.
2.12. Developer - a User who uploads Software to the Platform and wishes to use the services the Agent is providing under the terms of this Agreement.
2.13. Buyer - a User who uses the Platform and wishes to purchase the Developer’s software uploaded on the Platform under terms provided herein.
2.14. Agency fee – the payment that shall be done for the Agent for the performing of the intermediary services associated with the Licenses sale under clauses 627 and 628 of the Estonian Law of Obligations Act.
2.15. Content - information uploaded by Users while the Platform usage including but not limited to: comments, graphics, software.
3. Subject of the Agreement
3.1. The subject of this Agreement is information services provided by the Company as well as the agency services provided by the Company in the cases expressly specified herein.
3.2. Information services are the ability to use the Platform in ways provided herein.
3.3. Agency services shall be understood as the services for selling of Licenses for the Objects (hereinafter referred to as the “License”) provided by the Agent on behalf of the Developer on the Platform for the agency fee.
3.4. The territory of this Agreement is unlimited.
3.5. Within the agency services provision framework, the Parties agree that the legal relationships shall be established on the basis of the provisions stipulated in the Estonian Legal Act (Võlaõigusseadus), specified in clauses 619-633, section 65, having the regard to the provisions of clause 4.1. of this Agreement. In the event the discrepancies between the provisions of this Agreement and the specified law are arisen, the Parties shall act in accordance with the provisions of appropriate law.
4.1. The Agent provides services in accordance with the point 2. of part 1. of the clause 4. of the Estonian Payment Institutions and E-money Institutions Act. When providing Users with the possibility of making payments, the Agent may act as a business representative and shall not be deemed as the financial intermediary in the understanding of the law mentioned above.
4.2. Agent does not issue electronic money (e-raha) or any other alternative means of payment as is determined in accordance with the clause 6 of the Estonian Payment Institutions and E-money Institutions Act.
4.3. While rendering the services the Agent acts on behalf of and at the expense of the Developer and in its interests. For the Services rendered by the Agent, the Agent has the right to withhold an amount of the agency fee in the manner and in the amount set forth in this Agreement.
4.4. While granting the access to the Platform for Users, the Company provides the information services and does not assume obligations to complete transactions until the Company receive a direct instruction from the User for the transaction execution in accordance with the terms of this Agreement. While performing such transactions the Agent acts on behalf of the Developer. The Agent is entitled to use the Platform features for communication with Developers.
5.1 Company provides the Developer with the ability to upload Objects to the website as it is technically possible.
5.2. The Object uploaded to the Platform by the Developer may be sold by the Agent on behalf of the Developer to Users at the price and on terms set by the Developer in the License. The Agent has a right to get the agency fee for per such sale as indicated herein.
5.3. The License price displayed on the Platform includes the Agent's fee.
5.4. Buyer may purchase a License provided by the Developer on the Platform by transferring the required amount directly to the Agent's account.
5.5. User is entitled to replenish his Advance account with advance payments to meet all expenses regarding his future transactions on the Platform
5.6. Payments intended to purchase the Licenses on the Platform are to be made by using the Payment Systems listed on the Platform.
5.7. The Advance payment made by the User in accordance with the clause 5.5. of this Agreement shall be deemed as the advanced amount transferred to the temporary storage and cannot be considered as a debt (loan, deposit, loan) or any other form of debt relations implying the transfer to the Agent of the right to dispose of this amount under no circumstances. The Agent may not dispose of the above-mentioned money other than as directed by the User in the order and amount specified in this Agreement
6. Parties rights and obligations
6.1. The Company rights
6.1.1. At any time the Company is entitled to prohibit, suspend or restrict access to the User's profile for any reason.
6.1.3. Company is entitled to define the format the Users’ Content could be uploaded to as well as files within the allowed scope that are to be uploaded to the Platform. If the scope of files exceeds the allowed size or the files format is not indicated in the list of acceptable file formats, the User will not be able to upload such files.
6.1.5. Company is entitled to remove any information or content uploaded by the User if such information or Content is exact or not exact duplicate of information that already exists on the Platform.
6.1.6. In case this Agreement is terminated the Company is entitled to delete User’s information or content.
6.1.7. Company is entitled to provide services to Users on terms and conditions stipulated in this Agreement.
6.1.8. Company is entitled to remove any feedback or comment left by Users, including reviews that are offensive and/or discriminatory in any form at its sole discretion at any time.
6.2. The Client rights
6.2.1. Client has a right to use the Platform on the terms and conditions set forth herein.
6.2.2. Client has a right to interact with other Users through the opportunities provided on the Platform.
6.2.3. Client has a right to provide feedbacks or/and comments concerning the Platform work process as well as about other Users.
18.104.22.168. The company provides a public feedback system within the Platform that provides Users with the ability to share their opinions publicly, and the Company does not control and does not censor such opinions. The Company usually does not investigate any feedbacks that the Users have provided regarding such feedbacks’ accuracy or reliability.
6.2.4. Client has a right to upload and place its Content on the Platform with the purpose to familiarize other Users with such Content.
22.214.171.124. Company is not responsible for the Content uploaded and placed on the Platform by Users however the Company has the right to moderate and delete any Content that could be considered as unacceptable or one that violates the Estonian laws or any provisions and licenses of the Free Software Foundation, including but not limited to the GNU license GPL v3.
6.2.5. Client has a right to purchase the Licenses that are put up for sale on the Platform.
6.2.6. Client has a right to establish the price for the License that is subject to sale through the Platform by the Agent, on the terms and in the manner provided herein.
6.2.7. Client has a right to delete User’s Profile at its own discretion at any time.
6.3. User obligations
6.3.1. User is obliged to provide the Company with all necessary information and documentation regarding the Object, which the User wishes to sell the License for through the Platform.
6.3.2. User is obliged to provide the Company with real valid information concerning payment methods and payment details for making sale transactions on the Platform.
6.3.3. User is obliged to pay the agency fee to the Agent in the amount and in the manner specified herein.
6.3.4. For the purpose of sale the User is obliged to upload the Software through the Platform that is not unifying combined software which includes the free software as a part, including but not limited to free software that is distributed under the GNU GPL v3 license.
For the purposes of this Agreement, the User Software and free software combining should be determined by measures specified by the Free Software Foundation and shall be performed by User independently without Agent verification and involvement.
6.3.5. User is obliged to adhere the terms and conditions of this Agreement.
6.4. Company obligations
6.4.1. While the License purchase and sale agreements concluding with the Users Company is obliged to follow exactly the developer's pricing policy.
6.4.2. The Company is obliged to try it’s best to maintain the proper Platform functionality in the opinion of the Company.
7. Intellectual property:
7.1. The general layout and design of the Platform as well as its contents are protected by copyright, author rights and/or other intellectual property rights, which are the property of WEBROV GROUP OÜ.
7.3. While purchasing the License through the Platform, all intellectual property rights should be transferred to the Buyer in the scope that is directly specified in the every License.
7.4. Exclusive intellectual property rights for Objects belong to author – Developer, who has uploaded such Object on the Platform. Such intellectual property rights are not to be transferred to the Buyer from Developer if it is not directly specified within the License that was sold.
7.5. It is prohibited for the Buyer to use the purchased Objects in other ways except those are stipulated by the License for such Object.
7.6. When uploading the Software used with the free software under a license for free software, including but not limited to free software that is distributed under the GNU GPL v3 license, the Developer is required to indicate in the description what part of such Object is distributed under the GNU GPL v3 license or any other license for free software and provide Buyers with all rights and freedoms in accordance with such licenses.
7.7. It is prohibited to upload to the Platform the Software, which is unifying combined software, including but not limited to free software that is distributed under the GNU GPL v3 license. In case of uploading the above-mentioned software for sale, the Seller is solely responsible for any consequences associated with the sale of such software.
7.8. Any Content uploaded by User is the User’s property. However, while providing Content to the Company, User grants the Company a worldwide, perpetual, irrevocable, transferable, royalty-free license with the right to transfer to a sub-license, the right to copy, modify, create related works, distribute, publicly display, publicly perform and otherwise use in any way take advantage of in any way such Content in all formats and distribution channels, which are known and available at the moment or hereafter developed without further notice or obtaining consent from you, and without the requirement of payment to you or another person or organization.
7.9. User acknowledges and warrants that the User is the sole or/and exclusive owner of all Content uploaded to the Platform as well as acknowledges and warrants that the User has all rights, licenses, consent and authorizations necessary to provide the Company with a content license, as stated above. User acknowledges and warrants that neither Content, nor the fact of uploading, transfer, publication or any other act that will make such Content available or the Content Company’s usage, as described herein, does not violate or unlawfully appropriate or infringe in any way the third parties’ Intellectual property rights or property rights, or the right to publicity or the right to privacy.
7.10. User agrees not to provide the Content that is defamatory, libelous, pornographic, violent, obscene, illegal, or otherwise offensive, at the Company's discretion, whether or not the copyright is protected. The Company may but shall not be obliged to review, monitor, or delete the content, at its sole discretion at any time for any reason, without previous notice.
8. Agency relationship
8.1. In accordance with clause 5.7. of this Agreement funds received by the Agent from the Buyer shall not be deemed as the Agent property but, such funds are to be considered as transit funds entrusted to the Agent for temporary storage prior to the date of settlement execution with the Developer. If it is requested, the Agent shall transfer funds received by the Agent from the Buyer or from the User's advance account in accordance with the transaction excluding of Agent fee to the Developer.
8.2. Agent receives the agency fee in the amount of 18% of the License price for per sold License. The Agent has a right to receive the agency fee even in the case of this Agreement termination for any reasons unless the termination was caused by Agent breaching of contractual obligations.
9. Licenses payment methods
9.1. Buyer is obliged to provide information about no fewer than one valid payment method listed in the clause 9.2. of this Agreement for the purpose of sale of License displayed on the Platform,
9.2. For the purpose of payments for the Licenses or Advance payments transferring onto the Advance account, the User may use the following payment facilities: Paypal, Webmoney, Yandex Money, Mastercard, Visa, Skrill.
10. Funds and advance payments
10.1. The quantity of Payments that were made but not used (including the amount of such payments) is available for seen on the "Advance account" menu at your Control panel.
10.2. The maximum amount of funds the User can keep on the Advance account shall not be more than Euro 6000.
10.3. The funds available on the Advance account can be returned to the owner of such funds if the User does not intend to purchase the Object on account of the Advance payment and the balance of such account is more than Euro 100.
10.4. After the Object is sold, the funds are to be transferred from the User’s Advance account to the Agent account and, further such funds are to be transferred by the Agent to the Developer who placed the License for sale on the Platform.
10.5. All payment transactions on the Platform shall be made by third parties providing payment facilities service. In accordance with the current legislation of the Republic of Estonia the Agent refuses and makes no representations or guarantees that the payment transactions meet the requirements of the Users, are always available, function smoothly, safely, or work without error or contain any features or special functionality.
10.6. The prices in the User's local currency can be displayed on the Platform in addition to the actual Object's price. The prices in the User's local currency are indicated via currency converter using approximate market exchange rates. You understand and agree that prices in the User's local currency are only approximate and the License shall be sold in the origin currency.
11.1. User insures it is a legal entity dully incorporated under the laws of the User's country jurisdiction or an individual who is 18 years old or elder.
11.2. User owns all intellectual property rights to the uploaded Object in the required volume for the purpose of granting the License, including the sale of intellectual property to third parties under the terms established in such License.
11.3. By using the Platform the User does not violate any contract, agreement or other obligation.
11.4. User is obliged not to upload on the Platform the software which is unifying combined software, including but not limited to free software that is distributed under the GNU GPL v3 license
11.5. The personal information provided by the User and information about the payment details for Payment systems is verifiable and accurate.
11.6. User has the right to use the chosen payment method within the payment methods listed on the Platform.
11.7. User ensures not to use the Object, the license for use of which was purchased through the Platform in any way that violates the License for such Object.
11.8. User is obliged not to upload to the Platform Objects containing malicious code that is capable to lead to the Platform malfunction in any way.
11.9. User is obliged not to use robots, spiders, scrapers or any other automated means to access the website without our written permission for any purpose.
12.1. Parties bear responsibility for violation of the Agreement in accordance with term of the Agreement and the current legislation of the Republic of Estonia.
12.2. Agent is not responsible for the quality of the Objects that are purchased on the Platform.
12.3. Agent is not responsible for any damages caused due to the Platform usage.
12.4. In case when the User breaches any terms and conditions of the License that was purchased through the Platform, the access to the Platform for such User may be closed. Furthermore the Advance payment amount stored on the User's Advance account shall not be refunded.
13.1. All disputes or disagreements arising between the Parties or in connection with it shall be resolved through friendly negotiations between the Parties.
13.2. In case when disputes between Users arisen, the User can make a complaint to the support service via e-mail. The Company resolves disputes between users as the chief arbitrator at its sole discretion relying on formal evidence.
13.3. In case when it is impossible to resolve the disputes through negotiations, such disputes shall be revived in court in accordance with the legislation of the Republic of Estonia.
14. Term and Termination
14.1. This Agreement comes into force as of the moment of the first User use of the Platform. Using the Platform and becoming the Party to this Agreement, You agree all clauses stipulated herein.
14.2. Agreement can be terminated due to User’s account delete from the Platform by its own and as a result subsequent use termination of the Platform.
14.3. Agreement shall be considered terminated if your Profile has been deleted for any reason.
15. Changes and Amendments to Agreement
15.1. This Agreement can be amended by the Agent from time to time. In the event the User continues to use the Platform, the User's consent to the Agreement to be amended. Otherwise, the User must delete its Profile and stop using the Platform.
15.2. Company is entitled to notify the User about changes or amendments the User has made to the Agreement at a time when the User is obliged to review the Agreement in order to make sure that no changes have been made.
16.1. If any clause or separate provision of this Agreement is recognized as invalid or unenforceable, the other provisions remain in full force and effect in accordance with the law.
17. Final provisions
17.3. This Agreement is a public offer in the sense of part 1 of the clause 22 of the Estonian Law of Obligations Act. The signing of the agreement (as well as the performance of actions equivalent to signing on the basis of the provisions of this Agreement and generally accepted principles for deal transactions) means the User’s acceptance of all provisions of the Agreement in full and without exception (amendments) and shall be understood as the acceptance.