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WhatACart Marketplace Agreement

PLEASE READ THE FOLLOWING CAREFULLY BEFORE USING WHATACART SERVICES AVAILABLE FROM Usha Informatique, THROUGH WWW.WHATACART.COM hereby defined below as "Site".

The following WhatACart Marketplace Agreement ("Agreement") is a contract between you and Usha Informatique and sets forth the terms on which Usha Informatique provides the WhatACart Marketplace Services (defined below). This Agreement is effective when you click the acceptance button presented with these terms or at the time you use any of the Marketplace Services, whichever is earlier. If you are entering into this Agreement on behalf of an entity, such as the company you work for, by accepting this Agreement, you are representing and warranting that you have the legal authority to bind that entity. You hereby waive any applicable rights to require an original, non-electronic, signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. IF YOU DISAGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE WHATACART MARKETPLACE SERVICES.

Usha Informatique may add, remove, and/or modify this Agreement at any time. In such an event, Usha Informatique will post the changes the Site. IF ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, YOU SHOULD DISCONTINUE USING THE WHATACART MARKETPLACE SERVICES. YOUR CONTINUED USE OF THE WHATACART MARKETPLACE SERVICES NOW, OR FOLLOWING THE POSTING OF NOTICE OF ANY SUCH CHANGES, WILL INDICATE YOUR ACCEPTANCE OF THESE TERMS, AND OF ANY SUCH CHANGES.

1. Definitions

"Client" means any individual or company that wishes to acquire one or more Extensions on Marketplace.

"Commercial Extensions" means Extensions licensed and distributed on WhatACart Marketplace or by WhatACart community members for a fee.

"Free Extensions" means Extensions licensed and distributed on WhatACart Marketplace or by WhatACart community members for no fee.

"Extension" means a product or service that is purchased or downloaded through the WhatACart Marketplace, together with any provided documentation. Extensions include, but are not limited to, payment gateways, shipping methods, enhancements, themes and code modification developed by the developers or Usha Informatique team whether singularly, collectively or in any combination.

"Marketplace" means the WhatACart Marketplace at WhatACart website, as may be modified by Usha Informatique from time to time.

"Marks" means trademarks, including registered and common law trademarks, trade names, service marks, logos, domain names and designations owned, licensed or used.

"Software" means WhatACart open source software that includes, but is not limited to, a user interface, customizations and integration capabilities with Developer's Extension, and all derivatives thereof.

"Modifications" means any code that modifies the Software native code in order to create an Extension.

"Enhancements" means Extensions that are intended to add one or more features to the software, compared with the free version

"Support Service" means the after sale service provided by the Developer to the Clients who purchased his/her Extension(s).

"WhatACart Service" means the services provided by WhatACart Marketplace.

"Usha Informatique" means the corporation USHA SINGHAI NEO INFORMATIQUE Private Limited, the corporate office located at A-8, Plot GH-4, Sector 56, Gurgaon, registered under the Companies Act, 1956 (No. 1 of 1956). Corporate Identity Number : U72300DL2008PTC179844

"We,""us" or "our" means Usha Informatique

"You" or "your" means you and/or the company or other legal entity for which you are accepting this Agreement.

"Your Information" is defined as (a) your Extension; (b) your Extension listing; and (c) any information you provide to us or WhatACart users in the registration or Extension listing process, in the maintenance of your Extension, in any public area (including, without limitation, the WhatACart discussion forum) or through any communication. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information.

"WhatACart" means WhatACart website

2. Program Overview

Usha Informatique has developed an open source software platform "WhatACart", released under license GPL 3.0, facilitate users to develop e-commerce store in an easy way. The software can be downloaded free of charge from the website www.whatacart.com.

The software provided is developed on top of Yii2 framework, a high performance php framework, in modular fashion to enable client to personalise his e-commerce site. The software supports addition of extra functionality or choosing new commercial interface("Themes" as defined hereafter).

The "Extensions" consist of payment gateways, shipping methods, enhancements, themes and code modification to enhance the functionality of the software. Extensions for the software are marketed via the "Marketplace". Extensions are developed either by Usha Informatique itself, or independently, by third parties developers (Developers, as defined hereafter).

3. Eligibility

You may list your Extension on Marketplace only if (1) you agree to abide by, and remain in compliance with, the terms and conditions in this Agreement; (2) you have passed any vetting or checks that Usha Informatique in its sole discretion may require at any time during your relationship with Usha Informatique; and (3) you offer software, technology, tool, or program that supports WhatACart users. If you do not qualify, you may not use Marketplace.

4. Licenses

4.1. Our License to You

Usha Informatique grants you a nonexclusive, limited, nontransferable right to use Marketplace and the WhatACart Services solely for the purposes of development, customization, marketing, and distributing Extensions, provided that you comply with the terms and conditions of this Agreement and/or as otherwise provided to you by Usha Informatique. The WhatACart Services are licensed, not sold, and Usha Informatique reserves all rights to the WhatACart Services not expressly granted to you herein.

4.2. Your License to Us

You hereby grant us the following licenses:

  1. a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license, with the right to sublicense through multiple levels of sublicenses, to reproduce, copy, publicly display, distribute, publicly perform, digitally transmit, and otherwise use your Extension, Extension listing, and related Marks that you post on Marketplace, in any medium or format, whether now known or hereinafter discovered, solely for the purposes of promoting your Extension and providing Extensions to WhatACart users.
  2. a nonexclusive, worldwide, perpetual, irrevocable, royalty-free license, with the right to sublicense through multiple levels of sublicenses, under your intellectual property rights, to make, use, have made, sell, offer to sell, copy, reproduce, distribute, publicly perform, publicly display, digitally transmit, modify, create derivative works of, import, and otherwise exploit, any suggestions or feedback you provide to us that result in modifications, improvements or enhancements to the Marketplace and the Software.
  3. a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Marketplace and the Software any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the operation of the Marketplace and the Software.

5. Changes to this Agreement

We may, from time to time, change the terms of this Agreement. We will post the amended terms on the Site and we may also send you a notice about the amended terms via email. Except where stated otherwise herein, all amended terms will be effective thirty days after they are posted or emailed to you. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT BY DISCONTINUING YOUR USE OF MARKETPLACE AND THE WHATACART SERVICES. The most current version of the Agreement will be available on (www.whatacart.com) and will supersede all previous versions of the agreement. YOUR USE OF MARKETPLACE AND/OR THE WHATACART SERVICES AFTER THE DATE ON WHICH CHANGES BECOME EFFECTIVE WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES.

6. Posting Your Extension

To post your Extension on Marketplace, your Extension and all content you submit to Usha Informatique in connection with your Extension must represent and warrant and meet the following requirements at all times that your Extension is available to WhatACart users:

6.1. You undertake to maintain and update each Extension listing within a commercially reasonable time in the event of a material change to your Extension described therein (including but not limited to a change in functionality, pricing, etc.);

6.2. Your Extension listing shall display all relevant terms and conditions, including but not limited to pricing, termination rights, and any restrictions on refunds for Commercial Extensions;

6.3. You acknowledge and agree that you shall honor all terms in place between you and the users of your Extension, including but not limited to pricing terms and termination rights for Commercial Extensions;

6.4. You are the rightful owner of all rights (including intellectual property rights) in the Extension and the Extension listing, such ownership is not in dispute, and you are legally able to license the Extension and permit WhatACart users to install and use your Extension;

6.5. All information you submit to Usha Informatique related to the Extension and your Extension listing is true, accurate, current, and complete;

6.6. You will submit only text descriptions, graphics, pictures, package file and other content relevant to the Extension;

6.7. You will ensure that your Extension and Extension listing will not imply Usha Informatique"s endorsement of your or any third party"s products or services;

6.8. You will provide your Extension and any related services in compliance with all applicable laws and regulations and will deliver your Extension and any related services in compliance with the guidelines identified at (www.whatacart.com/extension/submit);

6.9. You agree that you are responsible for the license associated with your Extension;

6.10. You may request that Usha Informatique remove your Extension listing and we shall undertake commercially reasonable efforts to remove the Extension listing within ten (10) business days; and

6.11. Usha Informatique reserves the right to decide in its sole discretion whether, where, and how an Extension listing is displayed in Marketplace. When your Extension listing is displayed in Marketplace, your preferences will be considered, but your Extension listing may be displayed in any category or subcategory as Usha Informatique deems appropriate, in its sole discretion. Usha Informatique further reserves the right to accept, review, post, remove, suspend or cancel any Extension and/or Extension listing within its sole discretion at any time and for any reason. Any Extensions or Extension listings containing expired links may be immediately suspended or removed in Usha Informatique"s sole discretion.

7. Your Information

7.1 Restricted Activities

Your Information and your activities on Marketplace shall not, in Usha Informatique"s sole and reasonable discretion:

  • be false, inaccurate or misleading or reflect negatively on Usha Informatique;
  • be fraudulent;
  • infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
  • violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising);
  • be defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
  • be obscene or contain child pornography;
  • contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
  • create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers;
  • be uploaded or transmitted in connection with contests, pyramid schemes, surveys, chain letters, junk email, spamming or any duplicative or unsolicited messages;
  • link directly or indirectly to or include descriptions of goods or services that: (1) are prohibited under the applicable WhatACart End User Agreement; or (2) you do not have a right to link to or include.
  • redirection of Client's correspondence relating to Extensions to a support service other than that of WhatACart;

Furthermore, you may not post any Extension listing (or consummate any transaction that was initiated using our service) that could cause us or a third party user of your Extension to violate any applicable law, statute, ordinance or regulation, or otherwise exposes Usha Informatique or any third party user of your Extension to risk of such liability.

8. Ratings and Comments

8.1. Ratings

We may, in our sole discretion, offer a system for rating and/or provide comments on Extensions listed on the Extensions directory ("Rating"). In the event that we do, you may not take any actions that undermine the integrity of WhatACart"s Rating system. You acknowledge that Usha Informatique may not verify whether WhatACart users providing Ratings for your Extension are actual users of your Extension, and that Usha Informatique is under no obligation to review, modify or remove Ratings, in Usha Informatique"s sole discretion. You agree that you shall not market or export your Rating in any venue other than Marketplace. We do not provide you the technical ability to import ratings from other (non-Usha Informatique operated) websites to Marketplace.

You acknowledge and agree that you shall comply with all terms and conditions and with any rules and/or policies made available by Usha Informatique pertaining to the Ratings.

8.2. Comments on Extensions by You

Marketplace allows you to post comments of Extensions. Any comment by you of an Extension shall be made in good faith after reasonable evaluation of the full Extension. If you post a comment of your Extension, you shall disclose your identity and the fact that the Extension being reviewed is your Extension. If you post a comment of a competitor's Extension, you shall disclose your identity and the fact that you publish a competitive Extension.

9. Confidentiality

You agree that Your Information and other information relating to your Extension that you submit to Usha Informatique is not confidential information. In the absence of a separate written agreement to the contrary, you agree we will be free to use any information, suggestions, or recommendations you provide to us in connection with this Agreement for any purpose, subject to any applicable patents or copyrights.

10. Intellectual Property Ownership

10.1. Technology

Subject to the limited licenses set forth in this Agreement, nothing in this Agreement transfers or assigns to us any of your intellectual property rights in your Extensions and nothing in this Agreement transfers or assigns to you any of our intellectual property rights in WhatACart"s software ("our Intellectual Property").

10.2. Trademarks

Our Marks may not be used in any manner except as expressly permitted herein or with our prior written consent. Your Marks may not be used in any manner except as expressly permitted herein or with your prior written consent. You shall not include "Usha Informatique" or "whatacart.com" in any of your trademarks or service marks or product, service or company names. You may include "for WhatACart" in the names of your Extensions while they are listed on Marketplace.

10.3. Copyrights - Notice for Claims of Intellectual Property Violations and Agent for Notice (Digital Millennium Copyright Act)

Usha Informatique may in its discretion terminate the account or access of anyone who infringes the intellectual property rights of others. If you have a good faith belief that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide Usha Informatique's designated agent for Marketplace with the following information:

  • A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
  • Identification or description of the copyrighted work or other intellectual property that you claim has been infringed. If you are asserting infringement of an intellectual property right other than copyright, please specify the intellectual property right at issue (for example, trademark or patent);
  • Identification or description of where the material that you claim is infringing is located on the Site, with enough detail that we may find it;
  • Your address, telephone number, and email address;
  • A statement by you that you have a good faith belief that the use of the material complained of is not authorized by the copyright or intellectual property owner, its agent, or the law;
  • A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf;

WhatACart's agent assigned by Usha Informatique is designated to receive claims of copyright or other intellectual property infringement may be contacted as follows:

By Mail:
Attn: WhatACart Registered Agent
Usha Singhai Neo Informatique Pvt. Ltd.,
A-8, Plot No. GH-4, Sector 56
Gurgaon, Haryana 122001

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By e-mail
support@whatacart.com

Usha Informatique has adopted and implements a policy that provides for the termination in appropriate circumstances of the accounts of users who repeatedly infringe copyrights or other intellectual property rights of Usha Informatique and/or others.

10.4. Competitive Extensions

Subject to our and your respective rights and obligations under this Agreement, we acknowledge that you and/or other parties may develop and publish applications that are similar to or otherwise compete with our applications, products and services, and you acknowledge that we and/or other parties may develop and publish applications that are similar to or otherwise compete with your Extensions, products or services. Nothing in this Agreement will impair our right to develop, acquire, promote or distribute technologies or tools that perform the same or similar functions as, or otherwise compete with, any technologies or tools that you may develop, market, or distribute.

11. Suspension or Termination

Without limiting other remedies, we may limit your activity on Marketplace, immediately remove your Extension listing(s), warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your participation in Marketplace if:

  • You breach this Agreement, or fail to comply with any other guidelines or requirements that we provide to you;
  • We are unable to verify or authenticate any information you provide to us;
  • We suspect that you are engaged in fraudulent or illegal activity in connection with your use of Marketplace;
  • We believe that your actions may cause financial loss or legal liability for you, our users or us;
  • Your extension receives a high level of complaints as determined in our sole discretion;
  • Lack of professionalism towards the Clients;

11.1 Your Termination

You may discontinue your use of Marketplace at any time by ceasing to use them. In the event that either you or Usha Informatique terminates this Agreement for any reason, if applicable, you will use commercially reasonable efforts to provide at least thirty (30) days" notice to WhatACart users subscribed to your Extension and transition such users with the least amount of disruption possible under the circumstances.

12. Refunds and Credits

For all transactions that you make directly with an end user, you are solely responsible for handling all refunds, refund requests, claims, and inquiries pertaining to your Extension (including functionality, customer service, technical problems, fees, payments, refund requests, etc.). No refund or partial refund of any fees paid hereunder or any other fees will be made for any reason.

13. No Warranty

SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS OR LIMITATIONS ON LIABILITY. ONLY DISCLAIMERS OR LIMITATIONS THAT ARE LAWFUL IN THE APPLICABLE JURISDICTION WILL APPLY TO YOU AND USHA INFORMATIQUE"S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO OUR MARKETPLACE, AND OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. EXCEPT AS EXPRESSLY STATED HEREIN, USHA INFORMATIQUE DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. USHA INFORMATIQUE DOES NOT REPRESENT OR WARRANT THAT THE MARKETPLACE WILL OPERATE SECURELY OR WITHOUT INTERRUPTION. THE MARKETPLACE AND ALL MARKS HEREUNDER ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND THE MARKETPLACE ARE SUBJECT TO CHANGE WITHOUT NOTICE. YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN. YOU ASSUME TOTAL RESPONSIBILITY AND ALL RISKS FOR YOUR USE OF THE MARKETPLACE, INCLUDING, BUT NOT LIMITED TO ANY INFORMATION OBTAINED THEREON.

14. Disclaimer of Liability

USHA INFORMATIQUE, OFFICERS, DIRECTORS, CONTRACTORS AND EMPLOYEES WILL HAVE NO DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT THAT THE ABOVE IS NOT ENFORCEABLE, USHA INFORMATIQUE'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE NUMBER OF CLAIMS, RELATED OR NOT, IS LIMITED TO AMOUNTS PAID OR PAYABLE TO USHA INFORMATIQUE BY YOU UNDER THIS AGREEMENT IN THE MONTH PRECEDING THE CLAIM. IN THE EVENT THAT THE FORMER LIMITATION OF LIABILITY IS HELD UNENFORCEABLE BY A COMPETENT COURT, USHA INFORMATIQUE’S TOTAL AGGREGATE LIABILITY, REGARDLESS OF THE NUMBER OF CLAIMS, RELATED OR NOT, IS IN ANY CASE LIMITED TO YOUR DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE APPLICABLE FEES YOU PAID US UNDER THIS AGREEMENT FOR THE YEAR DURING WHICH A CLAIM IS MADE.


WE DO NOT CONTROL THE INFORMATION PROVIDED BY USERS ON THE SITE AND MADE AVAILABLE THROUGH OUR SYSTEM AND WE DISCLAIM ALL LIABILITY FOR SUCH INFORMATION. YOU MAY FIND OTHER USER'S INFORMATION TO BE OFFENSIVE, HARMFUL, INACCURATE, OR DECEPTIVE. PLEASE NOTE THAT THERE ARE ALSO RISKS OF DEALING WITH UNDERAGE PERSONS OR PEOPLE ACTING UNDER FALSE PRETENSE. ADDITIONALLY, THERE MAY ALSO BE RISKS DEALING WITH INTERNATIONAL TRADE AND FOREIGN NATIONALS. BY USING THE SITE, YOU AGREE TO ACCEPT SUCH RISKS AND USHA INFORMATIQUE IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF USERS ON THE SITE.

15. Indemnity

You will indemnify, defend, and hold Usha Informatique and our officers, directors, agents, contractors and employees(collectively, the "Indemnified Parties") harmless from and against any and all settlements, judgments, awards, fines, penalties, interest, liabilities, losses, costs, damages and expenses (including reasonable attorneys" fees and disbursements and court costs) sustained or incurred by any of the Indemnified Parties based upon, relating to or arising out of, any and all third party claims, actions, suits, proceedings, threats or investigations in connection with, pertaining to, arising out of or relating to (i) your use of Marketplace, (ii) your breach of this Agreement, (iii) your Extension and any related services, (iv) information relating to your Extension, (v) any claim that your Extension infringes, misappropriates, or violates any intellectual property rights of a third party, and/or (vi) your violation of any law, regulation, or the rights of a third party. You agree that our provision of Marketplace does not constitute indirect infringement or aiding or abetting of any such infringement or misappropriation.

16. No Agency

You and Usha Informatique are independent contractors, and this Agreement does not create any agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship. You will not represent otherwise.

17. Notices

Except as explicitly stated otherwise, any notices shall be given by e-mail to support@whatacart.com and by sending an e-mail message to the email address listed in your WhatACart contact information. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Usha Informatique in My Account Section. In such case, notice shall be deemed given 5 days after the date of mailing.

18. Law and Venue

This Agreement will be construed as if both parties jointly wrote it, governed by Haryana law except for its conflicts of laws principles, and any cause of action arising under or relating to this Agreement must be brought exclusively in a court in Gurgaon. However, this will not affect your statutory rights if you are a consumer and the competent court determines that applicable consumer law requires application of another law (such as the law of your country of residence).

19. Privacy Policy

You acknowledge and agree that your use of the Program, including, without limitation, information transmitted to or stored by Usha Informatique, is governed by the WhatACart privacy policy at www.whatacart.com/privacy.

20. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by Usha Informatique in accordance with Section 17 "Notices", in our sole discretion. This Agreement will bind your successors but may not be assigned, in whole or part, by you without the written approval of an authorized representative of Usha Informatique. Any non-conforming assignment shall be null and void. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.

Sections 1 (Definitions), 8 (Ratings and Comments), 9 (Confidentiality), 10 (Intellectual Property Ownership), 11.1 (Your Termination), 12 (Refunds & Credits), 13 (No Warranty), 14 (Disclaimer of Liability), 15 (Indemnity), 18 (Law & Venue), 19 (Privacy Policy) and 20 (Miscellaneous) shall survive any termination or expiration of this Agreement.

The parties hereto confirm that they have requested, acknowledge, and agree that this Agreement and all attachments and related documents be drafted in English.

Last Updated: June 2017