Webasyst Developer Program Terms
This document is a public offer (hereinafter referred to as “Agreement”), which defines the order and conditions of interaction between Webasyst, LLC, acting as the agent (hereinafter referred to as “Agent”), and a software developer acting as the principal (hereinafter referred to as “Partner”).
Terms & Definitions
Webasyst framework is a software platform, written in PHP, for development of web-based software products by using built-in tools for managing user authorization, access rights, request routing, website creation, and CSS classes for fast designing of user interfaces.
Products are software products developed for the Webasyst framework including individual applications, plugins extending their functionality, and design themes.
User is an individual or a corporate entity using Products for personal needs (not for further resale).
Webasyst Store is a special section on Agent’s website containing information about Products developed by Agent and his Partners; Products presented in that website section are available for ordering by Users.
Essential Terms
1. Partner authorizes and assigns Agent to act as a non-exclusive agent in accordance with the terms and conditions of the Agreement as stated herein below:
1.1. to disseminate, promote, and advertise Products, developed by Partner, via Webasyst Store or via other Partners;
1.2. to receive and process orders from Users on behalf of Partner;
1.3. to issue invoices and receive payments for purchasing or temporary use (lease) of Partner’s Products;
1.4. to grant access to Partner’s Products on behalf of Partner;
1.5. to refund payments to Users on behalf of Partner;
1.6. to act as the direct trustee of Partner in relations with Users;
1.7. to perform other actions which may be reasonably necessary for Agent to fulfill his obligations under the Agreement.
2. Partner grants Agent all rights which are reasonably necessary for Agent to fulfill his obligations under the Agreement.
3. Agent has the right to engage third parties to fulfill any part of his obligations under the Agreement (including, but not limited to, accepting and processing of payments, management of web server operation, etc.) and to assign any of his rights granted under this Agreement to third parties.
4. Agent reserves the right to make changes to this Agreement without prior consent from Partner. Agent must notify Partner about such changes using any available method.
Ownership
5. Partner is and remains the owner of all rights and interest in his Products including all related intellectual property rights such as copyright, patents, trademark rights, and trade secret rights. This Agreement does not imply alienation of any of these rights.
6. Partner provides Agent with a free copy of the Product for Agent to fulfill his obligations under this Agreement including dissemination over the Internet, copying, public display, and promotion, as well as other required actions other than its commercial use.
7. Partner grants Agent a non-exclusive and royalty-free right for use of trademarks, trade names, service marks, logotypes, and other identifying or distinctive marks as well as images identifying Products (e.g., icons) through their publication, copying, reproduction, and public display over the Internet for the fulfillment of his obligations under the Agreement.
Product Licensing
8. Partner agrees that each User, who has purchased Products via Webasyst Store, automatically receives a non-exclusive, non-transferable license for use of Products in all countries of the world; such a license has an unlimited validity period with the exception of cases when Products are provided to Users with time-limited access during a trial period or under a lease, when such a license is expressly specified as time-limited when ordered.
9. Pursuant to this Agreement, Partner accepts the responsibility for providing maintenance and support as well as any handling warranty claims or requirements received in relation to the quality of Products, for violation of third parties’ intellectual property rights and compliance with the law.
10. A license agreement is always concluded only between Partner and User, and under no conditions Agent may be considered a party of an end-user agreement.
Use of Webasyst Store
11. Pursuant to this Agreement, Agent provides Partner with an opportunity to publish Products developed by Partner in Webasyst Store.
12. To access Webasyst Store, Partner needs to have an active account in the Store. Such an account permits Partner to view and modify his profile including payment credentials, information about Products, and view statistical and sales-related information about Products.
13. Partner must specify valid information in his profile including contact email address, postal address, website URL, user support email address, and any other information which may be requested by Agent; e.g., telephone number, fax number, contact person’s name, etc.
14. Partner must provide valid payment credentials for transfer of sales income (less Agent’s commission) received by Agent on behalf of and by order of Partner.
15. Partner publishes his Products in Webasyst Store, which must be accompanied by the following information: title, full description, brief description, user guidelines, images (screenshots), technical description, category, distribution license (e.g., whether access to Products is provided during a trial period or under a lease), price (or its absence), status (active or inactive), serial numbers (if serial number generation form is not selected), build number and description (title, version, language, etc.).
16. Partner is solely liable for providing valid and exact information published in Webasyst Store and guarantees that Products published in Webasyst Store are safe to use, have no known defects in design or functioning.
Security
17. Upon adding a Product and its descriptions to Webasyst Store, Partner informs Agent about being ready for submitting it for review. Upon successful review completion Agent publishes information about the Product in Webasyst Store or informs Partner about the rejection by providing the reasons for rejection and recommendations on their elimination.
18. Products are published in Webasyst Store and delivered to the User with an open source code as designed by Partner. Agent does not apply any additional obfuscation and/or minimization of the source code.
19. Partner must not add Products or other content to Webasyst Store if they violate this Agreement; for example:
19.1. block, disable, or damage any hardware, software, networks, or personal information, or enable unauthorized access to any hardware, software, networks, or personal information of Agent, any User, Agent’s partner, or any third party, including malware or spyware;
19.2. contain illegal content, obscenity, nudity, images of sexual acts, extremist materials, images of hatred, violence, discriminatory materials, or other materials whose dissemination is not permitted or limited by the applicable law;
19.3. illegally handle private or confidential information of any person;
19.4. violate or contain links to a website violating any intellectual property rights, including copyright, trademarks, patents, know-hows, or other intellectual property rights of third parties;
19.5. promote online gambling including online casinos, bets on sporting achievement results, and lotteries;
19.6. imitate functionality or warnings of the operating system or other applications of the User;
19.7. contain advertising information not relating to Product.
20. Agent reserves the right to suspend publication of Partner’s Products in Webasyst Store in case of claims received from Users alleging security breach or other reasons connected with violation of this Agreement.
21. Publication of Products in Webasyst Store occurs on the basis of the internal ranking algorithm; Agent reserves the right to change the position of a Product at his discretion. Users may rate Partners’ Products. If some Products have not been rated by Users, Agent may assign his own rating value, which will be based on the Product’s overall quality and statistical information (e.g., number of orders and refund requests).
22. Agent is not required to provide Partner with personal information of Users who have purchased Partner’s Products.
Product Price
23. Partner may, at his discretion, disseminate Products via Webasyst Store under the following conditions:
23.1. Free of charge: Partner does not charge Users for downloading and use of his Products;
23.2. One-time payment: Users place an order and pay for a Product before downloading it or upon expiration of the trial period;
23.3. Lease: Users are charged only for the period when they use Products according to the rent amount specified by Partner.
24. If a Product is available for purchase, Partner must specify its price by using tools provided by Agent. Partner agrees that the tools provided by Agent may apply limitations on selection of specific prices for Products by offering a fixed set of price levels to Partner. Products’ prices must include all applicable taxes and fees, such as VAT, sales taxes, service taxes, and other transaction fees.
25. Partner agrees that Agent may apply common discounts to his own and to Partner's Products when selling them to Users.
Payments & Agent’s Commission
26. All accruals and payments to Partner under this Agreement are expressed in U.S. dollars. Should Partner’s Products be sold in other currencies, Agent will convert all amounts according to the official exchange rate valid on the date payment was received from User.
27. Before the 15th day of each month Agent will pay Partner the amount due for the previous month less Agent’s commission.
28. The amount of the Agent’s commission under this Agreement is 20% (twenty percent) of Partner’s income received via Webasyst Store.
29. The minimum amount payable to Partner is U.S. $100 (one hundred U.S. dollars). Should the amount payable in the current month fall below this limit, then it will be added to the amount payable for the next period.
30. The amounts of refund payments to Users made for orders of Partner’s Products during the current and previous reporting periods will be deducted from Partner’s income and will be separately specified in the Agent’s report.
Maintenance & Support
31. Partner is responsible for maintenance and support in relation to Products as well as their quality and available features, validity and completeness of information provided to Users, for any expressly stated or implied warranty to Product, and other obligations relating to Products, for ensuring liaison with Users, and for handling any claims or requirements relating to Products.
32. Partner may use section “Help & Support” on Agent’s website to provide informational support for his Products published in Webasyst Store.
33. Should Partner receive information about any serious flaw or failure in his Products, he must immediately inform Agent of such situation.
34. Agent is not responsible for providing maintenance or technical support to Users in relation to Partner’s Products unless otherwise agreed by means of a separate document. Agent may (but does not have to) analyze arbitrarily selected Users’ claims and refund payment for a Partner’s Product to such Users at his own discretion, this being regarded as valid refund.
Product Deletion
Deletion of Products by Partner
35. Partner may at any time remove his Products to make them unavailable in Webasyst Store provided that such deletion will not:
a) affect the license-related rights of Users who have obtained a license to Products prior to their deletion;
b) result in deletion of Products from Users’ hardware or from any part of Webasyst Store in which previously purchased Products are being stored on behalf of Users;
c) violate the rights of Users of previously purchased licenses in relation to the use of support of Products.
36. Should Partner delete his Products from Webasyst Store as a result of a claim about an illegal action which constitutes a violation of this Agreement, he must immediately notify Agent of this deletion and, upon request from Agent, return all payments made by all Users of such Products, who have been affected by such illegal actions and have purchased licenses for such Products within one year prior to the date of deletion.
Deletion of Products by Agent
37. Agent may delete Partner’s Products from Webasyst Store if they have not been published within 30 days following the date of submission.
38. Agent may temporarily suspend or delete Partner’s Products from Webasyst Store if Agent has been notified by Partner or becomes otherwise informed that Products or any part thereof, or related materials:
a) violate the terms and conditions of this Agreement;
b) violate the Agent’s policy applied to provision of available products and services;
c) have serious defects, low quality, or, in the opinion of Agent, will result in unreasonable number of refund payments to Users;
d) may pose danger to Agent, Users and/or any of their contractors or partners.
39. Agent reserves the right, at his own discretion, to suspend publication and/or delete Partner’s Products or any related materials from Webasyst Store, or cancel access to Webasyst Store by suspending or deactivating Partner’s account.
Warranties
40. Partner expressly confirms that he agrees and understands that the use of Webasyst Store occurs at his own risk and that operation of Webasyst Store is provided on “AS IS” basis without any warranties.
41. Partner hereby guarantees that:
41.1. he has obtained all necessary authority, legal rights, and competence for entering into this Agreement and fulfilling obligations thereunder;
41.2. the information he provides under this Agreement is valid and correct;
41.3. he owns all intellectual property rights and permissions in relation to Products which permit to disseminate Products in accordance with the terms and conditions of this Agreement and to grant license rights to them.
Limitation of Damages
42. Partner agrees to indemnify and hold Agent, his subsidiaries, affiliates, officials, agents, or other partners, and employees, harmless from any claim or demand, including attorneys’ fees, made by any third party due to or arising out of content Partner submits, posts, transmits, or makes available through Webasyst Store, or violation of any other rights.
Liability
43. Partner is solely responsible in respect of any claims, demands, charges, proceedings, liabilities, damages, losses, costs, and expenses in connection with his Products, including the violation of any rights of third parties, contracts, and any applicable law or regulation in accordance this Agreement.
44. Agent shall not be liable for any direct, indirect, incidental fines, damages, and other damages, including, but not limited to, damages for loss of income, reputation, rights of use, data or other intangible losses (even if Agent has been advised of the possibility of such losses) as a result of: a) the use or inability to use Webasyst Store; b) the cost of acquisition of alternative goods and services as a result of receipt of goods, data, information, services, communications, or transactions entered into through the use of Webasyst Store; c) unauthorized access to or damage of data caused by Partner’s operations, and d) acts or statements of third parties connected to the use of Webasyst Store; e) any other matter relating to Agent’s activities.
45. In case of a substantial violation of this Agreement by Partner Agent may inform Partner of such a violation and suspend payment of all due amounts (without being required to pay extra suspension fees) until Partner eliminates such a violation within the period provided by Agent. Such rectification period may not last less than 30 (thirty) calendar days.
Term of Agreement
46. This Agreement is concluded without a fixed expiration date.
47. The Agreement comes into force on the date Partner expresses his consent with its terms and conditions over the Internet, and remains valid until expressly terminated by one of the parties as set forth herein.
48. Each of the parties may terminate this Agreement if the other party has committed a substantial violation of some of its terms or individual clauses provided that such a violation is not rectified within 30 (thirty) calendar days upon the date the violating party has been notified of that violation.
49. Agent may immediately cancel this Agreement by sending a notification to Partner, if Agent needs to terminate the Agreement as required by law or if Partner violates any limitations set forth by the Agreement.
50. Rights and obligations of the parties upon termination of Agreement. Upon termination of this Agreement:
50.1. Partner must delete all his Products from Webasyst Store and discontinue using his account in Webasyst Store;
50.2. Agent may delete Partner’s Products from Webasyst Store and discontinue their dissemination upon the actual date of termination of this Agreement;
50.3. within 30 (thirty) day upon deletion of Products from Webasyst Store, Agent must provide Partner with a report specifying all amounts payable under this Agreement;
50.4. Agent may set off against the amount payable any damage, costs, and/or expenses incurred by Agent as a result of any claim connected with a substantial violation of this Agreement, and pay the remaining amount without calculating additional percentage;
51. Partner confirms and agrees that termination of this Agreement will not cancel any rights or licenses of any Users who continue to use Products, if they were provided to User by license until the actual date of termination of this Agreement.
