on the distribution of software solutions
Date of last update: "02" April 2026
This document is a public offer (Offer) of LLC "OPENcartcode", EDRPOU code 46406880 (hereinafter — Agent or Platform) for any natural person-entrepreneur or legal entity (hereinafter — Partner or Developer), which accepts the conditions of this Agreement by registering on the Platform.
1. SUBJECT MATTER OF THE AGREEMENT
1.1. The Partner authorizes the Agent to perform on his behalf and/or at his request actions aimed at the distribution of software solutions (Products, software products) through the Platform.
1.2. The Agent provides:
1.2.1. technical infrastructure of the Platform;
1.2.2. placement of software solutions;
1.2.3. acceptance of payments from Users;
1.2.4. provision of access to software solutions;
1.2.5. analytical, marketing and technical support.
1.3. Software solutions may include:
1.3.1. program code, modules, templates;
1.3.2. adapted or upgraded components;
1.3.3. integrations, settings and other development results.
1.4. The Partner grants Users the right to use software solutions on the terms of a license without transfer of ownership rights.
2. NATURE OF LEGAL RELATIONS
2.1. The Agent acts as a commercial representative (agent) who facilitates the conclusion of contracts between the Partner and Users.
2.2. The Agent is not a seller of software and does not acquire intellectual property rights to software solutions.
2.3. Funds received from Users:
2.3.1. are transit funds of the Partner;
2.3.2. are not the property of the Agent;
2.3.3. except for the agent's fee.
3. RIGHTS AND OBLIGATIONS OF THE PARTNER
3.1. The Partner undertakes to:
3.1.1. provide accurate information about software solutions;
3.1.2. ensure their functionality;
3.1.3. not infringe the rights of third parties;
3.1.4. provide technical support (if declared).
3.2. The Partner guarantees:
3.2.1. possession of all necessary rights to software solutions;
3.2.2. lawfulness of the use of third-party components;
3.2.3. absence of malicious code.
3.3. The Partner has the right to:
3.3.1. set the price;
3.3.2. determine the terms of the license;
3.3.3. update and modify software solutions.
3.4. The Partner is responsible for:
3.4.1. quality of program code;
3.4.2. functionality;
3.4.3. compliance with description;
3.4.4. technical support.
4. RIGHTS AND OBLIGATIONS OF THE AGENT
4.1. The Agent undertakes to:
4.1.1. ensure the functioning of the Platform;
4.1.2. accept and process payments;
4.1.3. keep records of transactions;
4.1.4. make payments to the Partner.
4.2. The Agent has the right to:
4.2.1. retain the agent's fee;
4.2.2. change the rules of the Platform;
4.2.3. restrict the Partner's access in case of violation of conditions.
4.3. The Agent is not responsible for:
4.3.1. quality of software solutions;
4.3.2. their functionality;
4.3.3. consequences of use by Users.
5. SETTLEMENT PROCEDURE
5.1. Funds received from Users are distributed between the Partner and the Agent.
5.2. The Agent retains the agent's fee as a percentage of each transaction. The agent's fee is dynamic and amounts to from 20% to 25% of the Product cost.
5.3. Payment to the Partner is made:
5.3.1. on the day the payment is actually credited to the Platform's account;
5.3.2. or within the timeframe provided by the technical features of payment systems.
5.4. In cases where automatic fund distribution is not possible:
5.4.1. funds are credited to the Agent's account;
5.4.2. the Agent makes a separate payment to the Partner.
5.5. Payments are made:
5.5.1. to the Partner's bank account;
5.5.2. in accordance with the details specified in the profile.
5.6. Monthly (or on a payment basis), the Agent prepares and provides the Partner electronically through the Platform's Personal Account an "Agent Report", which displays the number of Products sold, the total amount of transactions and the amount of the Agent's retained fee.
5.7. If the Partner does not provide reasoned objections through the support service within 3 (three) business days from the formation of the Agent Report, the Agent Report is considered accepted and agreed by the Partner without remarks, and the Agent's services are considered provided properly.
5.8. The Agent is not a tax agent of the Partner for the withholding and payment of taxes on the Partner's income (except in cases directly provided for by the Tax Code of Ukraine). The Partner bears sole responsibility for declaring his income, paying all taxes, fees and mandatory payments in the jurisdiction of his registration.
6. AGENT'S COMPENSATION
6.1. The Agent receives compensation in the form of a commission from each transaction.
6.2. Commission amount:
6.2.1. is determined by the Platform;
6.2.2. may change;
6.2.3. depends on sales volume or other factors.
7. INTELLECTUAL PROPERTY
7.1. All rights to software solutions belong to the Partner or the respective rights holders.
7.2. The Partner grants the Agent the right to:
7.2.1. place software solutions;
7.2.2. provide access to them;
7.2.3. use them for the functioning of the Platform.
7.3. User receives:
7.3.1. a non-exclusive license;
7.3.2. without the right to transfer ownership rights.
7.4. Software solutions may be based on third-party components.
8. REFUNDS
8.1. Refunds are made in accordance with Platform rules.
8.2. In case of refunds:
8.2.1. the amount may be withheld from the Partner's balance;
8.2.2. or from future payments.
9. LIABILITY
9.1. The Partner bears full responsibility for software solutions.
9.2. The Agent is not responsible for:
9.2.1. user losses;
9.2.2. software operation;
9.2.3. data loss.
9.3. In case the Agent receives a substantiated complaint from third parties regarding the Partner's violation of intellectual property rights (including under the DMCA procedure), the Agent has the right to block access to the disputed Product on the Platform without prior notice and freeze payment of funds to the Partner until the dispute is fully resolved. In case of confirmed code theft, funds are returned to buyers, and the Partner's account may be deleted.
10. CONFIDENTIALITY
10.1. The parties undertake not to disclose information.
11. TERM AND TERMINATION
11.1. The Agreement comes into force upon acceptance.
11.2. The Agent has the right to terminate the Agreement in case of violation of conditions.
12. OTHER CONDITIONS
12.1. Acceptance is made through registration.
12.2. Electronic form has legal force.
12.3. Disputes are resolved in accordance with the laws of Ukraine.
13. PARTNER GUARANTEE
13.1. The Partner confirms and guarantees that he is the lawful rights holder of the software solutions placed on the Platform, or has all necessary rights to their use, distribution, adaptation and licensing.
13.2. The Partner guarantees that the placement and use of software solutions does not infringe the rights of third parties, including copyright and related rights.
13.3. The Partner grants LLC "OPENARTCODE" the right to distribute software solutions through the Platform and provide access to them to end users on the terms of a license.
13.4. The Partner bears full responsibility for any claims from third parties related to the violation of intellectual property rights.