CORE Ecommerce 3.0

EULA - End User License Agreement

CORE CMS/E-commerce/Social Network Software Terms and Conditions

This Agreement is between Itransition Group LTD, 5 Jupiter House, Calleva park, Aldermaston, Berkshire, RG7 8NN, UK. (“Itransition”) and you (“Merchant”).

RESTRICTIONS ON USE OF MATERIALS

This service is owned and operated by Itransition. No material from www.core-frameworks.com or any Web Site owned, operated, licensed or controlled by Itransition may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way unless permission has been expressly granted by Itransition.

By accepting the Terms and Conditions of this agreement, the Merchant:

(a) represents and warrants that he or she is 18 years old or older;

(b) agrees to provide true, accurate, current and complete information about the Merchant as prompted by the Account Registration Form; and

(c) agrees to maintain and update this information to keep it true, accurate, current and complete.

If any information provided by the Merchant is untrue, inaccurate, not current or incomplete, Itransition has the right to terminate the Merchant's account and refuse any and all current or future use of the Service.

DISCLAIMER OF WARRANTIES AND LIABILITIES

The Service and Software are provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to warranties and conditions of merchantability, fitness for a particular purpose and non-infringement. Neither this agreement or any documentation furnished under it is intended to express or imply any warranty, condition or representation that the online store services will be uninterrupted, timely or error-free or that the software will provide uninterrupted, timely or error free service. The security mechanism is the latest and highest incorporated in the software but can have inherent limitations and Merchant must determine that the Software adequately meets its requirements. Merchant acknowledges and agrees that any material and/or data downloaded or otherwise obtained through the use of the service is done at its own discretion and risk and that Merchant will be solely responsible for any damages to its computer system or loss of data that results from the download of such material and/or data. Itransition and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, shall not be liable, under any circumstances or legal theories whatsoever, for any loss of business, profits or goodwill, loss of use or data, interruption of business, or for any indirect, special, incidental or consequential damages of any character, even if Itransition is aware of the risk of such damages, that result in any way from Merchant's use or inability to use the online store services or the software, or that result from errors, defects, omissions, delays in operation or transmission, or any other failure of performance of the online store services or the software. Itransition liability to Merchant shall not, for any reason, exceed the aggregate payments actually made by Merchant to Itransition over the course of the existing Term. Some jurisdictions do not allow the exclusion of certain warranties or liabilities, so some of the exclusions may not apply to you.

Itransition uses an external resource for multiple currency conversions available to most stores as an optional function. Itransition is not responsible for variations or fluctuations displayed through this currency converter or purchases derived from prices displayed through this currency converter. By using the currency conversion function the merchant accepts the full responsibility of the order and customer.
1. Submissions

Should the merchant or any person accessing this Web Site respond with information, feedback, data, questions, comments, suggestions or the like regarding the content of

(a) any document in this or any other Itransition Web Site or

(b) any Itransition Software product, any such response shall be deemed not to be confidential and Itransition shall be free to reproduce, use, disclose and distribute the response to others without limitation.

The merchant agrees that Itransition shall be free to use any ideas, concepts or techniques contained in the merchants response for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products incorporating such ideas, concepts or techniques.

2. No Compete Agreement

By using this Web Site the merchant is gaining knowledge of Itransition product concepts, and therefore the merchant is agreeing that he/she will not compete with Itransition products in any way, the merchant is agreeing that he/she will not develop, and have not developed a competing product or similar product to Itransition products and services. More specifically, the merchant is agreeing that he/she have not developed, and will not develop an Internet/Intranet commerce software product such as the shopping cart system, the content management system, or the social network system.

3. Payments

3.1 Payments to Itransition are required on 1) 100% advance payment basis or 2) 50% advance payment and 50% final payment according to the customization options the merchant has chosen. Merchant is required to process the payment before he can download software. Fees are subject to change at any time with notice from Itransition.

3.2 Taxes. Merchant will pay or reimburse Itransition for all sales, use, transfer, privilege, excise and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the performance by Itransition under this agreement, excluding, however, income taxes or gross receipts taxes which may be levied against Itransition. Such taxes may be reflected on Merchant invoices.

3.3 Itransition is an International company dealing within the United States, the United Kingdom and the continental Europe. All transactions are charged in US dollars. Due to the constant fluctuation in exchange rates, this may result in some very small variations in the dollar value that is charged to the customer. Itransition cannot be held responsible for any variations in International exchange rates that may be imposed by a customer's banking institution including additional fees.

4. Tax

4.1 All fees by core-frameworks.com are inclusive of taxes.

4.2 If at any time an adjustment event arises in respect of any supply made by the supplier under this Agreement, a corresponding adjustment will be made between the supplier and the recipient in respect of any amount paid to the supplier by the recipient under this clause and payments to give effect to the adjustment will be made.

4.3 Where the recipient is required is to pay for or reimburse an expense or outgoing of the supplier, the amount to be paid by the recipient is the amount of the expense or outgoing less any input tax credit in respect of such expense or outgoing that the supplier is entitled to.

5. Delivery of Software

Itransition is not required to deliver a hard copy of any software. Within 48 hours of a successful purchase (successful credit card payment), excluding Saturdays, Sundays and bank observed holidays, the Merchant will have access to download the purchased software in accordance with Itransition's Terms and Conditions

6. Term and Termination

6.1 This agreement will commence on the date you or a representative on your permission 'checks' the "I ACCEPT" box to agree to the terms and conditions and shall continue thereafter.

6.2 Termination by Itransition. Itransition shall have the right, upon notice to Merchant, to terminate this Agreement specifically if: (a) Merchant fails to timely pay Itransition any amount due to Itransition under this Agreement; (b) Merchant materially breaches any term or condition this Agreement; or (c) Merchant (I) terminates or suspends its business activities; (ii) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes.

6.3 Termination by Merchant. Once the merchant has processed the payment and therefore made a purchase with Itransition, the merchant will have the right, upon written (delivered via e-mail, post or fax and replied to by Itransition staff) notification to Itransition's office, to terminate this for any reason at any time giving 30 day's written notice. The remaining advance payment will be forfeited by the merchant in full.

6.4 Deletion of Information. Upon termination, Itransition reserves the right to delete from its servers, after offering to return information, any and all information contained in Merchant's account, including but not limited to order processing information, mailing lists, and any Web pages generated by the Software, without liability for any loss, costs, expense or damage suffered by Merchant.

6.5 Itransition reserves the right to refuse to host or continue to host any web system based on it's products which it believes, in its sole discretion: (1) offers for sale goods or services, or uses or displays materials, that are illegal, obscene, vulgar, offensive, dangerous, or are otherwise inappropriate; (2) has substantially changed its goods, content or services or other material aspects of the Store from the time it was accepted; (3) has received a significant number of complaints for failing to be reasonably accessible to Customer or timely fulfill customer orders or adequately deal with customers' warranty or service requirements; (4) has become the subject of a government complaint or investigation; or (5) has violated or threatens to violate the provisions or intent of Itransition.

6.6 Non-solicitation. Customer acknowledges and agrees that the employees and consultants of Itransition are a valuable asset to Itransition and difficult to replace. Accordingly, Customer agrees that, during the term of this Agreement and for a period of twelve (12) months after the expiration and non-renewal or termination of this Agreement, Customer will not solicit or attempt to solicit any employee or consultant of Itransition.

7. Proprietary Rights

7.1 Software License. Itransition hereby grants Merchant a non-exclusive, non-transferable license to use the Software in object code form on a server controlled by Itransition or Merchant. Merchant is not being granted any right to copy the Software or to use it on more than 1 server at the same time. Merchant may not use Web pages or parts of Web pages generated by means of the Software, other than content that originates from and is proprietary to the Merchant, without Itransition's express written agreement. The Merchant also acknowledges and agrees that the Software is intended for access and use by means of web browsing software, and that Itransition does not commit to support any particular browsing platform. Itransition reserves the right at any time to revise and modify the Software, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the Software, without notice to the Merchant. If any revision or modification to the Software materially changes Merchant's ability to conduct business, Merchant's sole remedy is to elect to not renew the Itransition account.

7.2 Itransition Intellectual Property. The Merchant acknowledges and agrees that content available from Itransition or the Service, including but not limited to text, software, music, sound, logos, trade marks, service marks, photographs, graphics, or video, is protected by copyright, trade mark, patent, or other proprietary rights and laws, and may not be used in any manner other than on the same restricted basis as specified for the Software in Section 7.1 above and for the purposes of this Agreement.

8. Maintenance and Support

8.1 Merchant can obtain assistance with any technical difficulty that may arise in connection with Merchant's utilization of the Software or Online Store Services by requesting assistance by email via our contact us page or calling Itransition's technical team. Itransition reserves the right to establish limitations on the extent of such support, and the hours at which it is available.

8.2 Merchant is responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for its access to and use of the Software and Merchant shall be responsible for all charges related thereto.

8.3 Itransition makes all attempt to keep software up to date with all integrations, however, as external companies can make changes at any time, Itransition will not be held responsible for updating integrations in a timely manner although all attempts will be made to schedule upgrades at earliest convenience.

9. Changes to this Agreement

Itransition will occasionally update this agreement. When we do, we will also revise the "last updated" date at the top of the Agreement statement.

This agreement constitutes the entire agreement between the parties as to its subject matter to the exclusion of any prior agreement whether written or oral express or in any way implied.

If any provision of this agreement is held to be invalid or unenforceable for any reason it shall be severable and shall not affect the remaining provisions of this agreement.

References to any party to this agreement shall be deemed to be references to or include as appropriate there respective successors and permitted assigns.

Copyright Notice Copyright © 2009 Itransition Group LTD. All rights reserved.