Terms
IMPORTANT – PLEASE READ THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE ANY SOFTWARE, DOCUMENTATION, OR OTHER MATERIALS MADE AVAILABLE UNDER THIS AGREEMENT. THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND (the “Licensee” or “you”), AND Xcellence-IT (“Xcellence-IT” or “Licensor”) AND CONCERNS THEMES, TEMPLATES MODULES, PLUGINS, EXTENSIONS OR ANY OTHER SOFTWARE (“The Software”) MADE AVAILABLE BY Xcellence-IT THROUGH THIS WEBSITE. BY CHECKING THE “I HAVE READ AND AGREE TO THE END USER LICENSE AGREEMENT” BOX BEFORE PURCHASING A PRODUCT AND/OR BY PURCHASING, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE MADE AVAILABLE BY Xcellence-IT THROUGH THIS WEBSITE OR ANY OTHER WEBSITE OWNED BY Xcellence-IT, YOU ACKNOWLEDGE (1) THAT YOU HAVE READ THIS AGREEMENT, (2) THAT YOU UNDERSTAND IT, (3) THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, AND (4) TO THE EXTENT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU HAVE THE POWER AND AUTHORITY TO BIND THAT COMPANY.
Terms and Definitions
Owner or Licensor shall mean Xcellence-IT, that is the only owner of all Software rights for the Software, made available through this web site, which rights are granted by the law of a jurisdiction, including right of property as well as exclusive author and interest rights.
You (or “Your”) or Licensee shall mean you or the company you represent and are authorized to bind.
The Software shall mean themes, templates, modules, plugins, extensions or any other software made available by Xcellence-IT through this or other web site owned by Xcellence-IT.
New release product – new version of the Software which contains new features and functions and/or upgraded features and functions. New release products will be defined by an increased version number. For example, version 1.0 will be the new release until replaced by version 2.0.
Web site shall mean one page or several pages in digital form, accessed and transported with the HTTP / HTTPS protocol.
Domain/URL – shows the locations (address) of a web site on Internet. For example: URL: http://www.domain.com.
nopCommerce is an open source .NET e-commerce software platform.
Apache Solr is an open source enterprise search platform.
1. The Agreement Grant and the Software usage
Xcellence-IT grants you a non-exclusive limited license to use the Software in accordance with this LICENSE AGREEMENT (THE “AGREEMENT”)
1.1 Unauthorized Use
You may not place the Software, modified or unmodified, on a diskette, CD, website or any other medium and offer them for redistribution or resale of any kind without prior written consent from Xcellence-IT.
Creating any Derivative Works of the Software, or disclosing the source codes of the Software in any way, porting of the Software to other software platforms and systems without prior written approval from Xcellence-IT is prohibited.
In the case when the Software being purchased or downloaded by You from this web site, contains several standalone software parts or libraries, which work together to perform the intended function of the Software, You may not use these constituent software parts individually as standalone software pieces out of the whole of the purchased Software. Such constituent parts may include plugins, templates, extensions, software libraries, code functions or any other software entity which can work independently as a software system.
1.2 Assignability
You may not sub-license, assign, or transfer this license to anyone else without prior written consent from Xcellence-IT.
1.3 Ownership
You may not claim intellectual or exclusive ownership to any of the Software, modified or unmodified. The Software is property of Xcellence-IT. The Software is provided “as is” without warranty of any kind, either expressed or implied. In no event shall Xcellence-IT or our juridical person be liable for any damages including, but not limited to, direct, indirect, special, incidental or consequential damages or other losses arising out of the use of or inability to use the Software.
1.4 Authorized Users
Access to and use of the Software is limited to individuals, firms, organizations or entities that purchase a license (“Licensees”) and to individuals who (a) are employed by a Licensee or engaged as independent contractors of a Licensee, (b) access the Software solely for the benefit of such Licensee and (c) agree to be bound by all of these terms and conditions to the same extent that such Licensee is bound (collectively, “Authorized Users”).
By accessing or using the Software, you represent and warrant that you are a Licensee or an Authorized User and that you agree to these terms and conditions. All references to “you” mean either a Licensee or an Authorized User.
1.5 Illegal Use
The Software may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited. This includes, without limitation, material protected by copyright, trademark, trade secret or other intellectual property right used without proper authorization, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws. We will be the sole arbiters as to what constitutes a violation of this provision, provided that all such determinations shall be made reasonably in good faith based on applicable law, regulation and the accepted norms of the Internet community.
1.6 No Use By nopCommerce software vendors
Vendors of nopCommerce products, which include themes, templates, extensions or any other nopCommerce software are not allowed to purchase, download or use the Software without the express permission of Xcellence-IT. If you or the company you represent is a nopCommerce software vendor, you may not purchase a license for or use the software unless you contact Xcellence-IT directly and obtain permission. This does not apply to companies, who provide services based on nopCommerce.
2. The License Types
2.1 Free License
The terms and conditions set forth in this Article apply only if you have obtained a Free License for the Software from Xcellence-IT. They do not apply to your use if you have obtained a Trial License, Single Domain or a Multiple Domain license.
For the Software, licensed under this Free License, Xcellence-IT hereby grants to Licensee and Licensee hereby accepts, a non-transferable, nonsublicensable, perpetual, non-exclusive license (the “Free License”) to install and use this Software and any accompanying documentation by strictly adhering to the terms and conditions set forth in this Agreement.
Additionally, you have to place the Powered by nopAccelerate logo with a link to nopAccelerate website domain in the footer of every page on your website.
2.2 Trial License
The terms and conditions set forth in this Article apply only if you have obtained a Trial License for the Software from Xcellence-IT. They do not apply to your use if you have obtained a Free License, Single Domain or a Multiple Domain license.
For the Software, licensed under this Trial License, Xcellence-IT hereby grants to Licensee and Licensee hereby accepts, a non-transferable, nonsublicensable, time bound, non-exclusive license (the “Trial License”) to install and use this Software and any accompanying documentation only on the single web site domain for the period of 15 days of placing an order, by strictly adhering to the terms and conditions set forth in this Agreement.
For the license “Trial License”, the terms of license will come to an end on completion of trial period, i.e. 15 days, unless otherwise specified in written by Xcellence-IT. Furthermore, the rights conferred to the User under this agreement terminate without notice from Xcellence-IT on completion of trial period.
Additionally, trial license of the Software requires to displays the link “Accelerated by nopAccelerate” in footer of Catalog Navigation or Search Results pages which are extended by the nopAccelerator extension. And displays “Search powered by nopAccelerate” inside Search box as a Placeholder, as well as adds “Search powered by nopAccelerate” on search results page with an active link to the nopAccelerate website domain.
The powered by text and link have to be visible and functional during the trial period. And any modification to the text or link will result in immediate termination of the Trial License granted to you without notice.
Upon end of trial period, the User is obliged to uninstall and remove the Software, give all media containing “Product” and Documentation back to Xcellence-IT and to remove the Software and all files built with it’s help from the hard drive in a way that guarantees non-recoverability and, upon demand by Xcellence-IT, to confirm the complete removal through a declaration in lieu of oath.
2.3 Single Domain License
The terms and conditions set forth in this Article apply only if you have obtained a Single Domain License for the Software from Xcellence-IT. They do not apply to your use if you have obtained a Free License, Trial License or a Multiple Domain license.
For the Software, licensed under this Single Domain License, Xcellence-IT hereby grants to Licensee and Licensee hereby accepts, a non-transferable, nonsublicensable, perpetual, exclusive license (the “Single Domain License”) to install and use this Software and any accompanying documentation only on a single web site domain and by strictly adhering to the terms and conditions set forth in this Agreement.
2.4 Multiple Domain License
The terms and conditions set forth in this Article apply only if you have obtained a Multiple Domain License for the Software from Xcellence-IT. They do not apply to your use if you have obtained a Free License, Trial License or a Single Domain license.
For the Software, licensed under this Multiple Domain License, Xcellence-IT hereby grants to Licensee and Licensee hereby accepts, a non-transferable, nonsublicensable, perpetual, exclusive license (the “Multiple Domain License”) to install and use this Software and any accompanying documentation on one or several web site domains and by strictly adhering to the terms and conditions set forth in this Agreement.
3. Software Updates
If you have purchased the Software licensed under the Single Domain License or the Multiple Domain License, you are entitled to free updates of the Software 1 year after the date of purchasing the Software.
4. Software Support
Xcellence-IT offers the Software “as is” and with no implied meaning that they will function exactly as you would like or will be compatible with all 3rd party themes, plugins, extensions or components. We do not offer support via email or otherwise support nopCommerce or other nopCommerce plugins we have not developed.
If you have purchased the Software licensed under the Single Domain License or the Multiple Domain License, you are entitled to a software support for 1 year from the time of purchasing the Software. After 1 year a new license will need to be purchased in order to continue receiving support and product updates.
Support is offered only to a valid license holder. Purchasing the Software grants you a support license which gives you access to our support forums and documentation.
License holders cannot distribute, freely giveaway, or resell their license. The license is only transferable by contacting us and requesting an official transfer of the license to a new owner. The license is intended to be used on the license holders web site(s). Client site usage is permitted in situations where the license holder maintains an ongoing relationship with the client as a consultant. Only the license holder is permitted to request support or access support resources.
License holders are not permitted to re-post support forum content or documentation on any external websites, social media outlets, etc. Posting screen captures of support content is also prohibited. Violation will be grounds for immediate termination of the license and all access to support content and product updates will be discontinued.
Xcellence-IT will provide an initial response (but not necessarily a resolution) to each support inquiry within twenty four (24) hours of receipt of such support inquiry during the business day, and will use reasonable efforts to resolve the issue generating the inquiry as soon as is reasonably possible. You are only entitled to use such support inquires during the 365 days after the date on which you purchased the Software licensed under the Single Domain License or the Multiple Domain License. You will lose the right to receive support after 365 days period, unless you purchase additional support from Xcellence-IT at an additional cost.
All support inquiries shall only be related to the Software license holder has purchased.
5. Refund Policy
As we are offering non-tangible digital goods, we do not generally issue refunds after the purchase has been made.
We will be happy to consider a refund within the first 30 days of your purchase if you are unable to get the Software to install properly on your website or if the Software fails to perform the basic functions as designed and you have worked with the product support team to try to resolve these issues. Refunds will be granted at the sole discretion of Xcellence-IT. Refunds do not apply to product upgrades or annual renewals. No refunds will be given after 30 days from the initial purchase. Please note that by purchasing the Software, you agree to the terms of the Refund Policy.
6. Term and Termination
6.1 Term
This Agreement and the Licenses granted hereunder shall last as long as you use the Software in compliance with this Agreement.
6.2 Termination
Xcellence-IT may terminate this Agreement and the Licenses granted hereunder if you fail to comply with any of the terms and conditions of this Agreement. Upon termination of this Agreement for any reason the License granted to you hereunder shall terminate automatically and you must immediately cease use of the Software and destroy all copies of the Software in your possession. Unless otherwise prohibited by law and without prejudice to Xcellence-IT’s other rights or remedies, and without limiting the generality of the foregoing, Xcellence-IT shall have the right to terminate this Agreement and the License granted hereunder immediately in the event that: (i) you breach any of the License restrictions set forth herein, or engage in, or participate with any third party in the unauthorized manufacture, duplication, reverse-engineering, distribution of any software of Xcellence-IT (including the Software), or engage in any activities involving the Software that are prohibited by law; or (ii) you engage in the unauthorized use of any software of Xcellence-IT (including the Software) or infringe upon any intellectual property right of Xcellence-IT.
7. Product Discontinuance
Xcellence-IT reserves the right to discontinue at any time any component of the Software, whether or not it is offered as a standalone product or solely as a component of the Software. However, to the extent Xcellence-IT is obligated to provide support for the Software in accordance with the terms set forth in this Agreement, Xcellence-IT will provide support for all such discontinued components for a period of six (6) months after the date of discontinuance.
8. Trademarks
We or our affiliate is the sole owner of the Xcellence-IT and nopAccelerate trademarks. You may not use any Xcellence-IT trademark without our prior written consent, which we may withhold in our discretion.
9. Publicity
You grant us the right to include your company’s name as a customer on our website and other advertising and promotional materials. Within thirty business days after your written request, we will remove your company’s name from the Xcellence-IT or nopAccelerate website and will cease to include the name in our other advertising and promotional materials.
10. Copyrights
You acknowledge that the Software and its documentation are protected by copyright and other laws and that we are the sole owner of all rights in and to the Software and its documentation. You have no rights in the Software or its documentation except as set forth in these terms and conditions and in any other written agreement you may have with us.
The Software uses certain open source libraries listed in the documentation. These libraries are licensed under one of the licenses from the MIT, GPL, nopCommerce Public License, Microsoft Public License or Apache License. (See http://github.com/jquery/jquery/blob/master/MIT-LICENSE.txt, http://opensource.org/licenses/GPL-3.0, http://www.nopcommerce.com/licensev3.aspx, http://opensource.org/licenses/MS-PL, http://www.apache.org/licenses/LICENSE-2.0) The Software is not a derivative work of any of these libraries.
11. Accuracy
We do not warrant the accuracy of the Software. We deliver the Software on an “as is” basis. Any reliance upon the Software is at your own risk. We are not responsible for errors, inaccuracies or omissions in the Software, nor for any consequence of your use of or reliance upon the Software.
12. Limited Warranty
This limited warranty applied only to the Software licensed under the Single Domain License or the Multiple Domain License. This limited warranty does not apply to the Software licensed under the Free License or the Trial License.
Xcellence-IT warrants solely that the Software will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days after the date on which you purchase the Software.
Our Software is guaranteed to function on a clean installation of nopCommerce & Apache Solr. We do not guarantee it will function with all 3rd party themes, plugins, extensions, components or with all web browsers. We are not responsible for any compatibility conflicts that may occur. It is our policy to support our Software as best we can and we will provide support for 3rd party themes, plugins, extensions or components conflicts at our discretion or as time allows. We are not responsible for any data loss that may occur as a result of installing this plugin.
Xcellence-IT does not warrant the use of the Software will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected. This limited warranty shall not apply to any error or failure resulting from (i) machine error, (ii) Licensee’s failure to follow operating instructions, (iii) Licensee’s negligence or improper use of the Software, (iv) modifications to the Software by any person or entity other than Xcellence-IT. In the event of a breach of the foregoing express warranty, Licensee’s sole and exclusive remedy and Xcellence-IT’s sole and exclusive obligation, is repair or replacement of the defective Software. If such remedy fails of its essential purpose, Licensee’s sole remedy and Xcellence-IT’s maximum liability shall be a refund of the paid purchase price for the defective Software only. This limited warranty is only valid if Xcellence-IT receives written notice of breach of warranty no later than thirty (30) days after the warranty period expires. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 8, Xcellence-IT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
13. Limitation of Liability
To the maximum extent permitted by applicable law, in no event will Xcellence-IT be liable for any indirect, special, incidental, or consequential damages arising out of the use of or inability to use the Software, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. In any case, Xcellence-IT’s entire liability regarding your use of the Software under this Agreement shall not exceed in the aggregate the sum of the license fees Licensee paid to Xcellence-IT for the Software giving rise to such damages, notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this exclusion and limitation may not be applicable. Xcellence-IT and its licensors are not responsible for any liability arising out of content provided by Licensee or a third party that is accessed through the Software, on a website built using the Software, any material linked through such content or such website, any add-on modules you develop using the Software. The extent of Xcellence-IT’s liability for the limited warranty section shall be as set forth therein.
14. Indemnity
You agree to indemnify, hold harmless, and defend Xcellence-IT, its licensors and its resellers from and against any and all claims, lawsuits and proceedings (collectively “Claims”), and all expenses, costs (including attorney’s fees), judgments, damages and other liabilities resulting from such Claims, that arise or result from (a) your use or misuse of the Software or from the websites that you develop and administer through the use of the Software (but excluding such Claims that are solely attributable to infringement of third party intellectual property rights solely as a result of your authorized use of the Software), or (b) the add-on modules you develop using the Software.
15. Waivers
No delay or failure to exercise any right or remedy provided for in this Agreement will be deemed to be a waiver.
16. Severability
If any provision of this Agreement is held invalid or unenforceable, for any reason, by any arbitrator, court or governmental agency, department, body or tribunal, the remaining provisions will remain in effect.
17. Miscellaneous
17.1 Delivery of the Software
After we have successfully processed your payment, you will receive an email with the download link. This may take up to 1 hour to arrive, but usually happens within minutes of placing the order. If you do not receive an email after this time period, please contact us. You may then login to our support website to receive support, if you use the email address you used to purchase the plugin you will have instant access to all support related material.
17.2 Site Content
All site content, including imagery and documentation that is published on this site and support portal is the property of Xcellence-IT. Any replicated site content must be authorized in advanced. Content from this site shall not be used or exploited for commercial or non-commercial purposes without the prior written consent of Xcellence-IT.
17.3 Transactional Emails
Xcellence-IT may on occasion send you email notifications related to your license. These transactional emails may include notification of licensing changes, changes to our terms and conditions, license expiration notices and other transactional emails related to your purchase of the Software.
17.4 Price Changes
Xcellence-IT reserves the right, at any time, to modify or discontinue, temporarily or permanently a license with or without notice. Prices of all products are subject to change. Notice of price changes will be made on the site.
18. Governing Law and Jurisdiction
This Agreement will be governed by and construed in accordance with the laws of India.
Any party bringing a legal action or proceeding against the other party arising out of or relating to this Agreement or the transactions it contemplates shall bring the legal action or proceeding in Surat, India. Each party consents to the exclusive jurisdiction of such courts in any such action or proceeding.
If any current or future provision of this agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this agreement will not be affected.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE, BY LOADING OR RUNNING THE SOFTWARE, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN XCELLENCE-IT AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.
Further Information
For further Information about our licensing policies or products, contact us at:
Address: Xcellence-IT, 220, Near 21st Century Building, Singapuri Wadi, Ring Road, Surat 395002 INDIA
E-mail: info@xcellence-it.com
Web: http://www.xcellence-it.com