CONDITION OF USE
You agree that you have thoroughly read and understand the individual specifications for the software/product/module/extensions/themes as listed on the product site. You hereby acknowledge that you understand the features, usage, product compatibility, version compatibility, systems & environment required for the usage of the product listed in product site. You acknowledge that you understand, the software/product/module/extensions/themes that you purchase from Module Bazaar may in the form of source code be encrypted or in a binary format. If such cases, the software product will be distributed along the license key so as to be used in your domain. You agree that you will not involve or attempt to reverse engineer or decrypt the above said software/product/module/extensions/themes.
You acknowledge that you understand, that the extensions are compatible with default theme of the software and if the website uses any custom theme, it may require design fix. All of our extensions requires ionCube loader installed in your server. If it is not available or not installed, you can request your hosting provider to install this version of ion cube loader available at: http://www.ioncube.com/loader_installation.php.
You also acknowledge that you are aware of the availability of the ModuleBazaar Customer Support Service team and also from Vendor's Customer Support Service to clarify questions you may have about the features, usage, product compatibility, version compatibility, systems & environment required for the usage of the software/product/module/extensions/themes that you wish to purchase. As such, you absolve Module Bazaar, Vendor and their associates, of any liability and agree no refund will be given, should you purchase a product that does not meet your needs and Module Bazaar shall not be responsible for any other loss or damages. Modulebazaar.com/modulebazaar reserves the right to display customer name/logo/website link on its websites or marketing materials.
Module Bazaar is entitled to refuse to accept any Order and this will be notified via email.
The contents of all material available on this website and/ or in software products/ modules/ themes, including content, images, product videos, user manuals, demo videos, articles or other medias are copyrighted by ModuleBazaar and its Vendors as applicable to their products, unless otherwise indicated. All rights are reserved by ModuleBazaar, and content may not be reproduced, downloaded, disseminated, published, or transferred in any form or by any means, except with the prior written permission of ModuleBazaar.
Module Bazaar may provide links on our Website to the websites of other companies. These links are provided solely as a convenience to you and not as an endorsement by Module Bazaar of such third-party websites. Module Bazaar is not responsible for the content of any third-party website, nor does it make any representation or warranty of any kind regarding any third-party website.
License Grant. During the Term, subject to the terms and conditions of this Agreement, ModuleBazaar grants you a limited, non-exclusive, license to install and use the Product, subject to the applicable End User License Agreement (EULA). The foregoing license is revocable, non-transferable and non-assignable. Without limiting the above, you may obtain a license to use a Product on behalf of a customer (“Sublicensee”). In such instances, “you,” as used in this Agreement, shall also apply to your Sublicensee, and such sublicense is subject to FLOW DOWN OF LICENCE TERMS TO SUBLICENSEE terms, below, and all other terms of this Agreement.
License Transfers. The Product is licensed only to you (or your Sublicensee, but not both, unless you are purchasing multiple licenses for the Product). You may not rent, lease, sub-license, sell, assign, pledge, transfer, reverse engineer, decompile, build competitive product or otherwise dispose of the Product, on a temporary or permanent basis, without the prior written consent of ModuleBazaar. For the avoidance of doubt, this license is only granted to one person or company per website domain and if more than one person or company wishes to use the Product or more than one website domain is required to use the Product, each user or website domain must purchase a separate license.
Flow Down of License Terms to Sublicensee. You are responsible to ModuleBazaar and the Vendor of the Product for any unauthorized installation, use, copying, access or distribution of the Product and/or redistribution of the Product. You also agree to: (a) include in your Sublicensee agreements, terms and conditions that are similar to but no less restrictive than the license terms and other terms required by this Agreement and in any License Agreement provided by the Vendor of the Product; and (b) require your Sublicensee to include in their customer agreements, terms and conditions that are substantially similar to but no less restrictive than the license terms and other terms required by this Agreement.
Your use of the Product may be governed by License Agreements you must accept. Depending on the nature of the Product, these License Agreements may not be listed on this Terms and Agreement. It is important that you read those terms carefully before accepting them, and you agree that you will do so.
Buyer needs to contact SELLER if any of the SELLER product requires license key or license activation.
Each copy of the product is strictly limited to one
(1) production website and up to two
(2) test servers. You are strictly prohibited from making copies of the software without first purchasing the appropriate additional licenses. This license does not grant any reseller privileges.
Software purchased from Module Bazaar that may includes free upgrades for as long as the price remains the same. If the price of the software increases, ModuleBazaar requires you to pay the difference in price in order to upgrade. In order to receive the module/ software updates, you can contact us. Certain upgrades, requires the software, a major update that may require an additional upgrade fee due to the efforts required to perform the work. ModuleBazaar make every attempt to keep these cases to a minimum but sometimes they are necessary.Module Bazaar reserves the right to cease support and/or terminate business relations in instances of libel, defamation, abuse, or harassment. ModuleBazaar will terminate all support and business relations in instances of software piracy. This includes, but is not limited to "cracked", "nulled", or otherwise unlicensed versions of ModuleBazaar software/product/module/extensions/themes.
INTELLECTUAL PROPERTY RIGHTS
Ownership. ModuleBazaar owns all right, title and interest in and to the ModuleBazaar IP Rights, as defined by the ModuleBazaar License Agreements. All other Intellectual Property Rights related to the Products are owned by their respective owners (collectively, “Vendor IP Rights”). Your purchase, installation and/or use of a Product will be subject to this Agreement and the License Agreements for such Products (e.g., License, privacy policies, etc.) which may have different and/or additional terms than this Agreement.
No Implied License or Ownership. Nothing in this Agreement or the performance thereof, or that might otherwise be implied by law, will operate to grant you any right, title or interest, implied or otherwise, in or to the ModuleBazaar IP Rights or Vendor IP Rights.
No Contest. You acknowledge and agree that the ModuleBazaar IP Rights are and shall remain the sole and exclusive property of ModuleBazaar. You agree that you shall never oppose, seek to cancel, or otherwise contest ModuleBazaar’s ownership of the ModuleBazaar IP Rights or act in any manner that would or might conflict with or compromise ModuleBazaar’s ownership of the ModuleBazaar IP Rights, or similarly affect the value of the ModuleBazaar IP Rights. Whenever requested by ModuleBazaar, you shall execute such documents as ModuleBazaar may deem necessary or appropriate to confirm, maintain or perfect ModuleBazaar’s ownership of the ModuleBazaar IP Rights. In the event ModuleBazaar is unable, after using its reasonable endeavors (which shall not require ModuleBazaar to incur any costs), to secure your signature on any document or documents needed to apply for or to confirm, maintain or perfect ModuleBazaar’s ownership of the ModuleBazaar IP Rights for any other reason whatsoever, you hereby irrevocably designate and appoint ModuleBazaar as your duly authorized attorney-in-fact, to act for and on your behalf and stead to execute and sign any document or documents and to do all other lawfully permitted acts to confirm, maintain or perfect ModuleBazaar’s ownership of the ModuleBazaar IP Rights with the same legal force and effect as if executed by you. In the event you become aware that any third party is, or may be, infringing the ModuleBazaar IP Rights, you agree to notify ModuleBazaar of such fact in writing as soon as reasonably possible.
Proprietary Notices. Third party trademarks, trade names, product names and logos included in the Products are the trademarks or registered trademarks of their respective owners and/or licensors. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Products.
Submissions. With respect to any feedback, suggestions or ideas (“Submissions”) that you submit to ModuleBazaar concerning the Products, or any of ModuleBazaar’s products or services, you agree that: (a) your Submissions will automatically become the property of ModuleBazaar and considered ModuleBazaar IP Rights, without any compensation to you; (b) ModuleBazaar may use or redistribute the Submissions for any purpose and in any way; (c) ModuleBazaar is not obligated to review any Submissions; and (d) ModuleBazaar is not obligated to keep any Submissions confidential. In addition, any illegal, lewd, abusive, profane or otherwise disturbing submissions by you shall constitute a material breach of this Agreement.
The following support procedure and requirements to avail Product support is applicable to the products that are selling by 'ModuleBazaar'. In order to avail support from Vendor Products, Buyer has to contact the Vendor directly and the requirements for availing support from Vendor may vary to each vendor and their products.
In order to provide support services for our products, ModuleBazaar may require the following information:
a. FTP (and SSH) access to your server (including your host or IP address, the username and the password)
b. Access to your server control panel or database manager to setup or verify MySQL or similar database (database username, database password, database name)
c. Access to your Software (Prestashop or Magento etc.,) administration panel (Admin URL, login username and password). Upon completion of the support service by the Module Bazaar, we advise you ("Buyer") to change and update the credentials of the FTP or SSH or database or server control panel or back end administrative panel.
All our modules will work fine in default theme, support related to customized theme will not fall under free support. The product support cost may vary on case by case basis. Other than FTP and SSH connection, Module Bazaar cannot accept to provide support services via Remote Desktop Connection to your server (for example: Team viewer etc.)
ModuleBazaar Customer Support Service team is available in the following timings: 11.30 PM EST to 9.30 AM EST and from Monday to Friday. ModuleBazaar Customer Support Service team may not be available on federal and other national holidays. Any requests or support services received other than these timings will be addressed in the next business day and based on the support requests queue.
PAYMENTS & REFUNDS
Payments. As a condition of the license granted to you pursuant to this Agreement, you shall pay ModuleBazaar the amount(s) set forth in the ModuleBazaar Marketplace for each Product in accordance with the payment terms contained therein. Refunds. ModuleBazaar shall not provide refunds under any circumstances. You must work directly with the Product Vendor to resolve any issues of Product failure or other claims, which may be governed by the License Agreement, and ModuleBazaar will have no responsibility with respect to any such issues. Payment mode.
You can use Credit Card or PayPal or Wire Transfer to obtain all or certain Products offered in ModuleBazaar Marketplace. Please contact ModuleBazaar to arrange a wire transfer. You authorize ModuleBazaar to debit your bank account or charge your PayPal account or credit card (as appropriate) to purchase the products from ModuleBazaar Marketplace, from time to time, as well as for any recurring charges you agree to incur.
ModuleBazaar is not responsible or liable in the event your Product access is terminated because of insufficient funds or incomplete transaction payment for the Product. Any chargeback by PayPal or a credit card company or similar action by or through another payment provider relating to payment to ModuleBazaar, for whatever reason, by you is:
ModuleBazaar offers 15 (fifteen) days refund for SELLER's software products as per refund policy.
(a) a material breach of this Agreement;
(b) an act for which you agree to be jointly and severally liable to make ModuleBazaar whole;
(c) an act with respect to which ModuleBazaar will charge $100.00 per incident, in addition to merchant services fees and other payment provider service charges which may be charged to ModuleBazaar; and
(d) that the same shall be grounds for suspension and/or termination of this Agreement and access to the Products.
A Product may provide for purchases that are made directly in it (In App Purchases). ModuleBazaar is not responsible for In App Purchases, and it is your responsibility to ensure that they meet your authorization and other app requirements, or those of your End User.
TERM, TERMINATION AND SUPPORT
Term. By using this website you are This Agreement shall be effective on the Effective Date and shall automatically expire at the end of the Term, which shall be the earlier to occur of:
(a) your discontinuance of use and deletion of all Products purchased through ModuleBazaar Marketplace, or
(b) breach by you of this Agreement, or any License Agreements. Effect of Termination. Upon the expiration or termination of this Agreement for any reason,
(c) you must discontinue all use of the Products;
(d) you must destroy all copies of the Product, including any back-up copy;
(e) you must uninstall or delete the Product from all machines and servers; and
(f) ModuleBazaar and/or the Vendor may, without notice and in its sole discretion, terminate, suspend or disable access to the Product by you. However, if you purchase a Product that has a term that extends past the expiration or termination, you will continue to have use of that Product for the remainder of the Product’s term, subject to the applicable license.
Upon suspension or termination for any reason, your ability, or that of your Sublicensee, to use the Product will cease. In addition to inability to access the Product, you or, if applicable, your Sublicensee, will have no access to the data you may have stored within the Product. Your rights with respect to your data will also be governed by the applicable License Agreement. Nevertheless, you understand and agree that a termination of your license to any Product may result in the loss of your data, and that ModuleBazaar or its Vendor is not responsible, in any way, for any such data loss.
In addition to the above, in the event of Termination of this Agreement for any reason, ModuleBazaar may, at its sole discretion and without notice, suspend your access to any and all of ModuleBazaar Software (as defined by the ModuleBazaar License Agreement) and related services.
Limited Warranty. ModuleBazaar provides warranty for a period of 30 days from the date of your purchase, license or other acquisition of a Product. ModuleBazaar has the right to license, sell, resell and/or market the Product to you. ModuleBazaar makes no other warranties with respect to any Product. Any issues related to a Product must be resolved directly between you and the Vendor.
MODULEBAZAAR HAS NO LIABILITY FOR ANY ACT OR OMISSION OF ANY VENDOR. EXCEPT AS SET FORTH IN SECTION 'WARRANTIES', THE PRODUCTS PROVIDED PURSUANT TO THIS AGREEMENT ARE PROVIDED "AS IS" AND MODULEBAZAAR HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE PRODUCT, ITS THIRD PARTY COMPONENTS, AND ANY DATA ACCESSED THEREFROM, OR THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE PRODUCT, ITS THIRD PARTY COMPONENTS, AND ANY DATA ACCESSED THEREFROM, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OPERATION ON A MOBILE DEVICE, AND NON-INFRINGEMENT. MODULEBAZAAR DOES NOT WARRANT THAT THE PRODUCT OR ITS THIRD PARTY COMPONENTS ARE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. INSTALLATION OF THE PROCDUCT MAY AFFECT THE USABILITY OF THIRD PARTY DATA, INCLUDING, BUT NOT LIMITED TO, OTHER MODULEBAZAAR PRODUCTS OR OTHER SOFTWARE COMPONENTS. IF THE PRODUCT, ITS THIRD PARTY COMPONENTS, OR ANY DATA ACCESSED THEREFROM IS DEFECTIVE, YOU ASSUME THE SOLE RESPONSIBILITY FOR THE ENTIRE COST OF ALL REPAIR OR INJURY OF ANY KIND, EVEN IF MODULEBAZAAR OR ITS VENDORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DEFECTS OR DAMAGES. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE PRODUCT, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO 30 DAYS FROM THE DATE OF PURCHASE OF THE PRODUCT OR THE MINIMUM ALLOWED DURATION UNDER SUCH APPLICABLE LAW. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MODULEBAZAAR, ITS AFFILIATES, LICENSEES, DEALERS, VENDORS, SUB-LICENSORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED IN SECTION 'WARRANTIES'. THE WEBSITE AND THE CONTENT IS PROVIDED “AS IS”. WHILE MODULEBAZAAR ENDEAVORS TO PROVIDE CONTENT THAT IS CORRECT, ACCURATE AND TIMELY, NO REPRESENTATIONS OR WARRANTIES ARE MADE REGARDING THE WEBSITE AND/ OR THE CONTENT INCLUDING, WITHOUT LIMITATION, NO REPRESENTATION OR WARRANTY THAT (I) THE WEBSITE OR CONTENT WILL BE ACCURATE, COMPLETE, CURRENT, TIMELY OR SUITABLE FOR ANY PARTICULAR PURPOSE, (II) THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, (III) THAT DEFECTS OR ERRORS IN THE WEBSITE OR THE CONTENT WILL BE CORRECTED, (IV) THAT THE WEBSITE WILL BE FREE FROM VIRUSES OR HARMFUL COMPONENTS, AND (V) THAT COMMUNICATIONS TO OR FROM THE WEBSITE WILL BE SECURE AND/OR NOT INTERCEPTED. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE USING THE WEBSITE AT YOUR OWN RISK AND LIABILITY (VI) THAT THINGS HAPPEN THAT ARE OUTSIDE OUR REASONABLE CONTROL, FOR EXAMPLE, ACTS OF GOD, ADVERSE WEATHER CONDITIONS, STRIKES AND INDUSTRIAL ACTION AND FAILURE OF OUR SUPPLIERS/ DATA PROVIDERS. MODULEBAZAAR WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ANY OF OUR OBLIGATIONS UNDER CONTRACT THAT IS CAUSED BY SUCH EVENTS. DISPLAY OF ANY BRAND, LOGO, TRADEMARK, TRADENAMES ARE THE PROPERTY OF THE RESPECTIVE OWNERS. SOME JURISDICTIONS DO NOT ALLOW RESTRICTIONS ON IMPLIED WARRANTIES SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
Lost Profits & Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MODULEBAZAAR WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, BUSINESS INTERRUPTION, OR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING, WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF MODULEBAZAAR OR ITS VENDORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Total Cumulative Liability; Exclusive Remedy.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MODULEBAZAAR’S AGGREGATE LIABILITY FOR DIRECT DAMAGES, UNDER THIS AGREEMENT (CUMULATIVELY) SHALL BE LESS THAN THE TOTAL FEES COLLECTED BY MODULEBAZAAR UNDER THIS AGREEMENT FOR THE CALENDAR YEAR PRECEDING THE CLAIM; PROVIDED, HOWEVER, THAT FOR ANY BREACH OF THE LIMITED WARRANTY YOUR SOLE AND EXCLUSIVE REMEDY AND MODULEBAZAAR’S ENTIRE LIABILITY SHALL BE AT MODULEBAZAAR’S ELECTION AND WITHIN ITS SOLE DISCRETION, TO USE ITS COMMERCIALLY REASONABLE ENDEAVORS TO
(A) SUPPLY YOU WITH A REPLACEMENT COPY OR COMMERCIALLY COMPARABLE SUBSTITUTE OF THE PRODUCT; REPAIR, ERROR FIXING OR BUG-FIXING THE PRODUCT OR
(B) REPAY THE AMOUNT YOU PAID FOR THE PRODUCT; PROVIDED, HOWEVER, THAT YOU REPORT ANY NON-COMPLIANCE WITH THE LIMITED WARRANTY IN WRITING TO MODULEBAZAAR NO MORE THAN 30 DAYS FOLLOWING PURCHASE OF THE PRODUCT.
You shall indemnify, defend and hold harmless ModuleBazaar and its directors, officers, staff, employees agents, vendors and affiliates and their respective successors, heirs and assigns and affiliates (and their directors, officers, staff, employees and agents and their respective successors, heirs and assigns) (collectively, the “ModuleBazaar Parties”) from and against any liability, damage, loss or expense (including reasonable lawyers’ fees and expenses of litigation) incurred by or imposed upon the ModuleBazaar Parties or any one of them in connection with any claims, suits, actions, demands or judgments (“Claims”) related directly or indirectly to or arising out of
(a) a breach of your representations, warranties or obligations under this Agreement;
(b) a breach of a Vendor’s representations, warranties or obligations under any provisions in a License Agreement or otherwise relating to ModuleBazaar or the Product; and
(c) any Claims based upon or arising from any allegation that a third party was harmed due to any termination, suspension or disabling of such user’s access to the Products by ModuleBazaar or Vendors; provided, however, that in any such case ModuleBazaar or its affiliates, as applicable,
(d) provide you with prompt notice of any such claim;
(e) permit you to assume and control the defense of such action upon your written notice to ModuleBazaar of your intention to indemnify; and
(f) upon your written request, and at no expense to ModuleBazaar or its affiliates, provide to you all available information and assistance reasonably necessary for you to defend such claim. You will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to the ModuleBazaar Parties, without ModuleBazaar’s prior written consent, which will not unreasonably be withheld. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable lawyers’ fees and costs awarded against or otherwise incurred by ModuleBazaar or its affiliates in connection with or arising from any such claim.
ModuleBazaar shall indemnify, defend and hold harmless you and your directors, officers, staff, employees agents, and affiliates and their respective successors, heirs and assigns and your Sublicensees (and their directors, officers, staff, employees and agents and their respective successors, heirs and assigns) (collectively, the “User Parties”) from and against any liability, damage, loss or expense (including reasonable lawyers’ fees and expenses of litigation) incurred by or imposed upon the User Parties or any one of them in connection with any claims, suits, actions, demands or judgments (“Claims”) related directly or indirectly to or arising out of a breach of ModuleBazaar representations and warranties as provided in Section WARRANTIES.
The Buyer or Website visitor agrees that any issue with the products/ software or services offered through this site should be communicated to ModuleBazaar for a possible solution. Customer or website visitor should not disparage or comment negatively about ModuleBazaar, its directors, management, officers, staff, current or former employees, agents and affiliates.
No party will be liable for any failure or delay in performance of any of its obligations hereunder if such delay is due to acts of God, fires, flood, storm, explosions, earthquakes, general Internet outages, acts of war or terrorism, riots, political issues, insurrection or intervention of any government or authority; provided, however, that any such delay or failure will be remedied by such party as soon as reasonably possible. Upon the occurrence of a force majeure event, the party unable to perform will, if and as soon as possible, provide written notice to the other parties indicating that a force majeure event occurred and detailing how such force majeure event impacts the performance of its obligations.
It is the intention of the parties that ModuleBazaar, Vendors, and you are, and will be deemed to be, independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between ModuleBazaar and any Vendor, nor ModuleBazaar and you.
Choice of Law; Venue; Jurisdiction
This Agreement will be governed by and interpreted in accordance with the laws of the State of New Jersey without regard to the conflicts of laws principles thereof. Any dispute or claim arising out of or in connection with the Agreement shall be finally settled and exclusively by the state or federal courts sitting in Middlesex County, NJ. For purposes of this Agreement, the parties hereby irrevocably consent to exclusive personal jurisdiction and venue in the federal and state courts in Middlesex County, NJ.
This Agreement and together the License Agreements, represents the entire agreement between the parties with respect to the subject matter hereof and thereof and will, except as epsressly provided in this Agreement, supersede all prior agreements and communications of the parties, oral or written. In the event the provisions of this Agreement conflict with the User Agreement or any License Agreement, the provisions of this Agreement shall supersede and be controlling. Without limiting the above, any disputes relating to the interpretation of this Agreement shall be exclusively governed by paragraph 'Choice of Law; Venue; Jurisdiction'
Basis of Bargain
Section 'WARRANTIES', Section 'LIMITATIONS OF LIABILITY' and Section 'INDEMNIFICATION' are fundamental elements of the basis of the agreement between ModuleBazaar and you and shall inure to the benefit of ModuleBazaar would not be able to provide the Product on an economic basis without such limitations.
If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
Amendment or Modification
This Agreement is subject to change without prior notice from ModuleBazaar. You shall be deemed to have accepted any changes or modifications by your continuing use of any Product or Products. Additionally, this Agreement may not be amended, modified, or supplemented by you in any manner, except by an instrument in writing signed and agreed to by ModuleBazaar. Use of the Website / software after such changes are posted will signify your acceptance of these revised terms. It is your responsibility to visit this page periodically and to review this Agreement.
Notwithstanding a sublicense as permitted by Section 'LICENSE (SUB-LICENSE)', this Agreement may not otherwise be assigned, transferred, delegated, sold or otherwise disposed of, including, without limitation, by operation of law, other than as expressly set forth in this Section. This Agreement may be assigned, transferred, delegated, sold or otherwise disposed of in its entirety:
(a) by ModuleBazaar in its sole discretion;
(b) by you with the prior written consent of ModuleBazaar; and
(c) as set forth in Section 'LICENSE (SUB-LICENSE)'. In addition, ModuleBazaar may delegate its performance under this Agreement in whole or in part to one or more affiliates. A party’s permitted successors or assignees must agree, as a condition precedent to any assignment, transfer or delegation, to fully perform all applicable terms and conditions of this Agreement. You may not assign this Agreement to any entity that lacks sufficient assets and resources to continue to perform, to contractually required standards, all assigned obligations for the remainder of the Term. This Agreement will be binding upon and will inure to the benefit of a party’s permitted successors and assigns. Any purported assignment, transfer, delegation, sale or other disposition in contravention of this Section, including, without limitation, by operation of law, is null and void.
Any of the provisions of this Agreement may be waived by the party entitled to the benefit thereof. No party will be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event will not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event.
All notices or questions relating to this Agreement shall be directed to: ModuleBazaar Corporation, 2G Auer Ct., East Brunswick, NJ 08816, with a copy to: email@example.com. Any notice required to be given under this Agreement shall be deemed given by ModuleBazaar when sent to you by ModuleBazaar through its online portal or by email to your registered email address. You may update your email address from time to time upon written notice to ModuleBazaar through the ModuleBazaar Marketplace. Any failure by you to provide ModuleBazaar with updated contact information will not invalidate the effectiveness of any notice sent by ModuleBazaar to the contact information previously supplied by you.
Regardless of any Applicable Law to the contrary, you agree that any claim or cause of action arising out of or related to the Product or this Agreement, must be filed within 1 year after such claim or cause of action arose or be forever barred.
LICENSE & RIGHTS TO EGROVE
SELLER hereby grants to EGROVE a worldwide, non-exclusive right to:
a. Market, display, use, and sell the Software, in source code form, to Merchants through EGROVE's eCommerce website ModuleBazaar.com. Provision of product technical support to the customers is SELLER's responsibility.
b. The licensing and intellectual property rights contained in such agreement will be equivalent to those under which EGROVE licenses its own software.
c. Title and ownership rights to the Software will remain exclusively with SELLER.
d. All trademarks, service marks, trade names, logos, or other words or symbols identifying or associated with the Software or the business of SELLER ("Marks") remain the exclusive property of SELLER. The marks may only be used to identify the Software or in the course of EGROVE's marketing activities. All the marketing and promotional materials created by EGROVE are the property of EGROVE. EGROVE may or may not use the presented marks and Marketing Materials in its marketing activity.
e. To disclose and/or publish information regarding SELLER's name, expertise profile, and business profile in printed and/or electronic forms in any medium for marketing and promotional purposes.
f. Customer's personal data information is the property of EGROVE.
a. EGROVE will promote and sell the Software to both EGROVE's current and prospective customers.
b. SELLER must notify EGROVE of the new version or update of the Software or themes 3 (three) days in advance before the official release of the same. This information must contain Software's changelog along with the updated information on the Software.
c. SELLER must transfer EGROVE the new version or update of the Software 1 (one) day prior to its release.
SUPPORT SERVICES - BUSINESS TIME
Module Bazaar Support team is available in the following timings: 11.30 PM EST to 9.30 AM EST and from Monday to Friday. Any requests or support services received other than these timings will be addressed in the next business day and based on the support requests queue. SELLERS are requested to provide support to their customers via Customer Support Service portal as early as possible and within 1 day turn-around time.
CUSTOMER SUPPORT, MAINTENANCE & REFUNDS
a. It is clearly declared to Merchants that the support will be provided only by the SELLER. This must be mentioned in the Software's description, marketing campaigns or anywhere on product information in the EGROVE's eCommerce website. This must be disclosed in seller's package.
b. EGROVE provides the SELLER with a facility to support the Software. All the support and maintenance of the Software provided for Merchants by the SELLER must be held within the EGROVE' Customer Support System.
c. The Software comes with a limited-time product support period of days. Once the support period ends, the list of versions available for downloading does not get updated, technical support is not provided, but one can continue using the installed product without any time limitations. Once the support period is renewed, a Merchant gets access to product updates and technical support again.
d. SELLER must respond to Merchant's support requests within 1 (one) business day. If not responding to Merchants support request by SELLER within mentioned time, then SELLER is obliged to refund of money to Merchant.
e. When providing support for a Merchant, SELLER must not be involved in any marketing or sale activity. It is strongly prohibited to provide a Merchant with direct links to SELLER's website or subscribe to a newsletter. If any such incident is found it will be considered as breach and termination of this agreement.
f. During the pre-sale period EGROVE will provide Merchants with the support.
g. EGROVE offers 30 (thirty) days money back guarantee for SELLER's software products. EGROVE is obliged to manage the process of refunds in full measure.
a. Not to create software that is competitive with EGROVE's software.
b. Make no statements about EGROVE's products or services to anyone without EGROVEs express prior written approval.
c. Except as expressly authorized by EGROVE, not to copy the EGROVE's software, develop any derivative works thereof or include any portion of the EGROVE software in any other software program.
TERM, TERMINATION AND RENEWAL
a.Subject to the terms of this Section, this Agreement will continue for an initial term ("initial Term") of 1 (one) year from the Effective Date. After this agreement period, every one year this agreement is considered as renewed and exists unless the SELLER or EGROVE terminates the agreement.
b. EGROVE may terminate this Agreement if either product or support's quality from SELLER don't meet EGROVE high standards of quality at any time during the Initial Term. EGROVE has a right to terminate this Agreement without cause at any time. To do so, EGROVE must provide a written notice to the SELLER at 30 days prior to the end of the Initial Term of the agreement.
c. SELLER may terminate this Agreement without cause on the day the term of this agreement ends. To do so, SELLER must provide a written notice to EGROVE at least 90 days prior to the end of the Initial Term of the agreement. Otherwise this agreement will continues automatically.
d. Upon termination of this Agreement, regardless of the reason therefore:
i. All rights and licenses granted under this Agreement will immediately and automatically terminate;
ii. SELLER shall immediately cease use of all EGROVE and its associate logos, trademarks, trade names, copyrights and all material;
iii. SELLER shall promptly return to EGROVE all its confidential information or certify in writing that it has destroyed such information; and
iv. SELLER will immediately discontinue representing that SELLER as EGROVE SELLER.
a. In the event that the parties cannot amicably resolve a dispute or damage claim resulting from this Agreement, SELLER and EGROVE agree to resolve any such dispute or damage claim by arbitration.
b. The arbitration proceeding shall be conducted in New Jersey in accordance with the rules of the American Arbitration Association then in effect with one (1) arbitrator to be selected by mutual agreement of the parties.
c. If the parties cannot agree on an arbitrator, then the American Arbitration Association shall select an arbitrator from the National Panel of Arbitrators.
d. The laws of the State of New Jersey shall apply to the arbitration proceedings.
e. The parties agree that the arbitrator cannot award punitive damages to either party and agree to be bound by the arbitrators findings. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
a. EGROVE will from time to time provide SELLER with confidential information including, but not limited to, business model, pricing policy, EGROVE software technical specifications, sales leads, etc.
b.SELLER acknowledges that such confidential information is the property and a confidential trade secret of EGROVE.
c. SELLER shall not reveal, disclose or distribute such confidential information in any form to employees, except on a need to know basis, nor to any third party, except to the extent specifically permitted by EGROVE.
d. SELLER agrees to take all reasonable precautions to prevent unauthorized disclosure and use of such confidential information.
e. SELLER acknowledges that the unauthorized disclosure or use of EGROVE confidential information will cause irreparable harm to EGROVE, and that accordingly, SELLER agrees that EGROVE will have the right to seek and obtain injunctive relief in addition to any other rights and remedies to prevent any such unauthorized use or disclosure.
NON-SOLICITATION & NON-COMPETITON
a. SELLER also agrees not to solicit, induce, or attempt to solicit or induce, for the purpose of soliciting their business, any customer of EGROVE with whom SELLER may become acquainted during this Agreement and one year thereafter without written consent from EGROVE.
b. SELLER agrees not to engage any employee, consultant or contractor of EGROVE during the period of this agreement and one year thereafter without written consent from EGROVE.
SELLER may not sell, transfer or assign this Agreement, in whole or in part, or any of the rights hereunder, unless SELLER obtains the prior written consent of EGROVE.
Unless otherwise stated, all notices required under this Agreement shall be in writing and shall be considered given,
i. On the next business day, when sent by email, or
ii. Upon delivery when sent certified mail, return receipt requested, or via a commercial overnight carrier, fees prepaid. Notices shall be delivered to the following addresses or to such other addresses as may be later provided by the party to the other party.
LIMITATIONS OF LIABILITY
To the fullest extent allowed by law, egrove shall not be liable under any circumstance for any special, consequential, incidental or exemplary damages arising out of or in any way connected with this agreement or egrove software, including, but not limited to, damages for lost profits, loss of use, lost data or any damages or sums paid by seller to third parties, even if egrove has been advised of the possibility of such damages. The foregoing limitation of liability shall apply whether such claim is based upon breach of contract, warranty or any statutory duty, negligence or other tort, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise. Since some jurisdictions do not allow the exclusion or limitation of consequential damages, this limitation may not apply to seller. Egroves total liability for all damages, alleged damages, and losses hereunder, (whether based in contract, tort (including negligence), or otherwise) shall not exceed the amounts received by egrove from seller. No claim, suit or action may be brought against the egrove after more than six months from the date the underlying cause of action occured.
SELLER hereby agrees to indemnify, defend and hold harmless eGrove and their respective subsidiaries, affiliates, partners, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on
(i) Any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by SELLER herein,
(ii) any misuse by SELLER, or by a party under the reasonable control of SELLER of the Links, Offers or Client intellectual property. EGROVE hereby agrees to indemnify, defend and hold harmless SELLER and its affiliates, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on a claim that EGROVE is not authorized to provide you with the links.
SELLER agrees that they will not disparage or comment negatively about the EGROVE, including its officers and management, and/or current or former employees.
Neither party hereto shall be liable for the failure to perform any of its obligations under this Agreement, with the exception of payment obligations, if such failure is caused by the occurrence of any event beyond the reasonable control of such party, including without limitation fire, flood, strikes and other industrial disturbances, failure of transport, accidents, wars, riots, insurrections, or acts of God.
NO OTHER RELATIONSHIP OR LEGAL INTEREST
The parties agree that this Agreement does not create any other relationship or legal interest between the parties, including, but not limited to, any sales contract, license, title, or guarantee of work, except as specified by this Agreement.
CHOICE OF LAW
The parties agree that the laws of the State of New Jersey govern any conflict regarding the Agreement.
INVALIDITY OF PROVISION
The parties agree that even if a court invalidates a provision of this Agreement, the remaining Agreement provisions are still valid and remain in full effect.
NO OTHER AGREEMENTS OR REPRESENTATIONS
The parties agree that this Agreement completely expresses their mutual intent and that it supersedes any other agreement or representation, oral or written, between the parties.
The parties agree that no modification can be made to this Agreement without another mutual, written agreement.
EFFECT ON OTHER PARTIES
The parties understand and agree that their assigns and successors are bound by this Agreement.
The parties understand and agree that the headings in this Agreement are included only as a matter of convenience and in no way define, limit or extend the scope of this Agreement or any of its provision.
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