Date of this version: 15.12.2015
Territory to which this version is applicable: European Union
General covenants of the Parties
Liability and Waiver
Defaults and Termination
Frustration and force majeure
We, the Owner of the Website (also the "Owner"):
the company's name, postal address (and registered office address if this is different) and email address
Livecatalog Ltd, 22 Northumberland Road, Ballsbridge, Dublin 4, D04 ED73
from the one side,
User or You,
registered (in the process of registration) on this web site as and being:
the Publisher, a person (including legal entity) who wishes to publish information about goods or services offered by it in form of electronic Catalogs at www.livecatalog.com to shorten the goods’ or services’ path to consumers.
the Buyer, a person (including legal entity) who intends to access the Electronic Catalogs and place orders for the items offered in the Catalog by means of the Website for his trade, business, craft or profession (the Reseller) or other, i.e. personal, purposes (the End User).
* you need to register once and can act as both – the Publisher and the Buyer depending on a situation.
Intellectual property (also "IP") shall mean all present and future rights conferred by statute, common law, equity or any corresponding law in or in relation to copyrights, trademarks, designs, patents, circuit layouts, plant varieties, business and domain names, inventions, confidential information and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registrable, registered or patentable. These rights include:
(a) all rights in all applications to register these rights;
(b) all renewals and extensions of these rights; and
(c) all rights in the nature of these rights, such as moral rights.
Catalog – hereunder means text, images or other digital content, describing goods or services offered for order and purchase.
Website – Internet site available at www.livecatalog.com.
- We, who are Owner of this Website, own the server space, Website www.livecatalog.com and software, which in a specific way makes conversion of graphic catalogs of pdf format into interactive catalogs containing editable prices (by permission from the Publisher, who has the IP rights or declares to own similar rights for purposes of this Agreement) and provide an instrument for the Buyers to order the items from Сatalogs, and to the Publishers to accept and process such orders.
- By this Agreement, we give you access to our software (SaaS) and are not responsible for your relations with the third parties.
- The User, once having been registered on the Website, can act, depending on a situation, as a Buyer or as a Publisher who will have access to certain functions of the Website, such as uploading a Catalog, managing orders, etc. The End User shall not register on the Website as a Publisher, unless she/he is acting as an authorized representative of a Publisher.
- There are three (3) types of catalogs: open, closed and limited access:
(A) Restricted status
No one can use this Catalog for viewing and placing orders unless the Owner of the Catalog gives the permission
(B) Limited access
The Catalog can be viewed free by all Users and may be used for placing orders by the users approved by the Owner.
(C) Open Catalog
The Catalog can be viewed free and is available for placing order for any user.
IV. Catalogs and Orders
- The Publisher may place Catalogs and use other functions of the Website to determine accessibility of the Catalog. The Publisher undertakes to provide correct and full information about the goods and services offered for sale by means of Catalog, and about itself.
- The Publisher understands and acknowledges that:
- If the Publisher indicates one of its Catalogs as open, or grants access to making orders with one of its Catalogs to an End User, the Publisher undertakes to comply with applicable legislation with regard to consumers' rights. The Publisher shall, without any limitation to the foregoing, clearly indicate the following information:
If the Publisher fails to comply with these requirements or other requirements of applicable legislation on consumers' rights, we reserve the right to restrict the ability of Users to make orders with the said Catalog, until the breach is cured.
- The Buyer understands and acknowledges that:
o the Owner of the Website is not offering for sale any goods presented in Catalogs, and is not responsible for fulfilling the Buyer's order placed by means of the Website,
Due form of the agreement between the Buyer and the Publisher:
- the sale shall be considered as sale based on samples,
- the sale-purchase agreement will be considered as concluded between the Buyer and the Publisher once the Buyer has made the payment for the particular goods chosen via Catalog (i.e. publication of the Catalog is considered as due offering and the payment for the chosen goods is considered as due acceptance of the offering). Thus, no separate written agreement between the Buyer and the Publisher is needed unless the parties agree otherwise.
V. Covenants of the Parties
1. The User as a Publisher states that:
- all trademarks and other Intellectual Property belong to their owners and are not used without their express or implied permission and the Publisher covenants that IP and other necessary rights are timely obtained by such Publisher from the trademark (IP) owner when necessary or can prove that such Intellectual Property could have been used without written permission of the owner of respective Intellectual Property. The Publisher carries all responsibility arising from possible infringement of such rights according to law of country of residence of trademark (IP) Owner, according to the law of the country where such infringement could have occured and/ or according to rules of any International Institution. If the Publisher's right to use the Catalog or its part, a trademark or other IP is terminated or otherwise ceases, the Publisher shall immediately delete respective digital content from the Website.
- The Publisher has a right to offer the goods and services as described in the Catalog, and the Catalog complies with all applicable requirements regarding advertising.
- The Publisher undertakes to reimburse, hold harmless and indemnify Us, the Website Owner, against all claims with respect to infringement of third party IP rights or to breach of applicable advertising laws, including fines, damages, lost profit, court and legal expenses. The Publisher carries on the burden of proof and understands it.
- The Publisher grants to the Website Owner a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any digital content that the Publisher posts on or uploads on the Website in the following ways:
- The Publisher guarantees non-infringement of third parties IP or other rights and warrants that it owns all the IP rights in all Catalogs uploaded to the Website and/or has all required licenses and permissions to use the Catalog on the Website and to grant to the Owner of the Website license as described above.
- The User agrees that We may use any suggestion, comment or recommendation he/she/it chooses to provide to Us without compensation.
2. The Website Owner states that:
- Each catalog, uploaded on the Website, will be published according to predefined permissions, if any of them were settled by the Publisher uploading it on the Website.
- Software, information, content and data related to this Website are subject to IP and other similar rights and are protected by the relevant laws, and may contain trade secrets or other intellectual or industrial property owned or licensed by the Website Owner.
- The Website Owner does not modify information uploaded by the User (for the exception of converting digital content into a Catalog) and is not liable for the contents of the Catalog.
VI. Liability and Waiver
The Parties agree and understand that the Owner of the Website under no circumstances may be obliged to check whether Intellectual Property is being used without breaking someone’s Intellectual Property rights. The Party who is uploading the Catalog or using Intellectual Property in other way shall render such check and release the Website Owner from any liability and/ or expenses connected with possible Intellectual Property claims.
The Website Owner reserves the right, but may be not forced to do so unless there is a resolution made by an authorised government body or respective court judgment, to delete the Catalog or part of it if there is an Intellectual Property claim, and the Party who has published the Catalog or have been using Intellectual Property in other way shall resolve the Intellectual Property claim and reimburse for and hold harmless the Website Owner from any losses including loss of profits for the period during which the Catalog or part of it stayed unavailable.
The access to the Software is provided "as is," with no warranties of its correct functioning. We, the Website Owner, do not make any warranties regarding the security, reliability, timeliness, and performance of the Software. We do not warrant that the access to the Web-services will be uninterrupted or that any errors in Software will be corrected promptly when reported.
Nothing in this Agreement removes or limits the liability of the Website Owner for fraud, gross negligence, wilful misconduct, or for death or personal injury, or other kinds of liability limitation of which is prohibited by the applicable laws.
Payments for the use of the Web-service are performed according to Terms of Payment.
The use of the Web-service for the Buyers is free.
We provide access to PayPal payment service on the Website via embed code on the website of relevant Internet shop to which the Catalog is linked. We neither collect nor store any personal data connected to such payment and You waive Us from any liability in connection with the payment procession (i.e. all inquiries regarding payments shall be referred either to relevant Internet shop or to PayPal).
All the payments are performed by the parties that place and process the orders only and the Website Owner is not liable for any purchase, delivery, payment transactions, or any of selling and/ or buying related procedures.
VIII. Defaults and termination
The following shall constitute events of default and termination:
The rights herein shall not be in substitution but in addition to any or all rights and remedies for breach of contract granted by Laws.
Notwithstanding the foregoing, neither Party shall be deemed to be in default under this Agreement and therefore this Agreement may not be terminated if a bona fide dispute with respect to any of the foregoing events of default has arisen between Parties and such dispute has been submitted by either Party to arbitration or for determination by an Expert if needed.
IX. Applicable Legislation
All provisions to this Agreement are ruled by UNIDROIT Principles, and by the Laws of England and Wales in cases of collision of UNIDROIT Principles with legislation of particular country. In all other cases, if any arise, the Common Law shall be applicable.
All the disputes and claims arising from this Agreement or connected with it, including its execution, breaches, termination or consideration as voidable, are to be resolved according to the Rules of Arbitration of the International Chamber of Commerce, Paris, by one or more arbitrators according to UNIDROIT Principles.
XI. Frustration and force majeure
In case of frustration, or voideness of Agreement, or force majeure circumstances the Parties to this Agreement are relieved from their obligations after 90 days of continuing force majeure.
The Party to which force majeure lasts more than 90 days is obliged to publish (to post, or in other equivalent way) the declaration of force majeure circumstances led to frustration in fulfilling obligations under this Agreement, and after such declaration the Party is relieved from its obligations under this Agreement until the force majeure circumstances end.
XII. Final Provisions
The entire Agreement is governed by the UNIDROIT Principles.
All the Parties to this Agreement are based on that other Party is faithful in its covenants, i.e. catalog Publisher has all declared necessary rights, including, but not limited to IP rights, moral and other rights to publish and/ or to modify such catalog, to resale goods/ services, i.e. has proper agreement with manufacturer.
All changes to this Agreement are legal if made in written form or equivalent (email, public post, etc.).
This Agreement shall prevail any further agreements except those made in addition to this Agreement between Parties until it is terminated.