LICENSE AGREEMENT (PUBLIC OFFER)
03 april 2016
03 april 2016
1. General provisions
1.1. LLC "Radio Day", in the person of the General Director Anton S Dolgikh, acting on the basis of the Charter, (hereinafter referred to as the Licensor) directs this license agreement the public offer (hereinafter – the offer) to any individual or legal person (to the public), hereinafter (referred to as Licensee), whose will is expressed to them personally or through an authorized representative (articles 182,185 of the civil code), have expressed a willingness to use the services of the Licensor, represented on the website 7jingles.com in accordance with the terms of this Offer.
1.2. This offer is an official proposal of the Licensor to the license agreement (a simple non-exclusive license) and contains all the essential terms of the license agreement (a simple non-exclusive license) (hereinafter - Agreement).
1.3. Acceptance of the Offer is to pay the Licensee a non-exclusive transmission rights on the website 7jingles.com.
1.4. In carrying out the acceptance of the Offer, the Licensee warrants that he is familiar, agrees, fully and unconditionally accepts all conditions of Agreement in the form in which they are set out in the text of the Offer.
1.5. Licensee understands that the Offer acceptance is tantamount to Agreement on the terms stated in the Offer.
1.6. Performing actions on acceptance of the Offer, the Licensee warrants that it has the legal right to enter into a contractual relationship with the Licensor.
1.7. The offer posted on the website 7jingles.com (hereinafter, the Website). Rules for use of the Site and its features is available in the section "Site Rules" on the Website.
1.8. The licensee may at any time amend the terms of the Offer. Changes to the terms of the Offer will be effective when posted on the Website.
1.9. The offer may not be revoked.
1.10. The offer does not require sealed and/or signed by the Licensee and the Licensor retains full legal force.
2. The subject of the contract
2.1. Under the Agreement the Licensor agrees to provide (transmit) to the Licensee the right to use musical works, their performances and recordings of the performances – phonograms (hereinafter – the Object), in the manner and on the terms stipulated in the Agreement, on the basis of a simple (nonexclusive) license, the Licensee agrees to accept the Facility in the manner and on the terms stipulated in the Agreement and to pay compensation for the transferred rights.
2.2. The instance Object is sent to the Licensee in the following way: via Internet on the website 7jingles.com
2.3. The licensor guarantees that he has exclusive rights on the Object(s) or is in respect of the properties the owner the right to use and sublicense on the basis of a license agreement with the rightholder, and has the right to conclude the Agreement.
3. The rights and obligations of the parties
3.1.The licensor undertakes to:
3.1.1. To provide (transmit) to the Licensee the right to use the Object in the manner and on the terms stipulated in the Agreement.
3.1.2. Within the time period specified in section 4.4 of the Agreement, maintain in effect the legal protection of the Object.
3.1.3. Strictly adhere to and not violate the terms of the Agreement, and to ensure confidentiality in cooperation with the Licensee of commercial and technical information.
3.1.4. To refrain from any actions that could impede the implementation of the Licensee granted to him the right to use the Object in the Agreement.
3.1.5. To convey to the Licensee an instance of an Object in the manner prescribed by clause 2.2 of the Agreement.
3.1.6.Perform other duties stipulated in the Agreement.
3.2.The licensee shall:
3.2.1. To take provided by the Agreement the right to use the Facility.
3.2.2. To pay to the Licensor remuneration in the amount, procedure and on the conditions stipulated in the Agreement.
3.2.3. Strictly adhere to and not violate the terms of the Agreement, and to ensure confidentiality in cooperation with the Licensor, commercial and technical information.
3.2.4. Immediately inform the Licensor of all the facts of illegal use by third parties of the Object.
3.2.5.Use rights provided by the Agreement, in the amount and manner prescribed by the Agreement.
3.2.6. Perform other duties stipulated in the Agreement.
3.3.The licensor has the right:
3.3.1.To demand payment of remuneration, the procedure and terms established by the Agreement.
3.3.2. In the event that a Licensee breaches the conditions (ways) of use rights by Agreement, deprive the Licensee of the Facility. Violation of copyright may lead to civil and criminal liability in accordance with the legislation of the Russian Federation.
3.4.The licensee may:
3.4.1. After receiving the Object, in accordance with the terms of the Agreement, use the Object in the amount and manner prescribed in the Agreement.
3.4.2. To refuse to perform the Agreement if the Licensor is in breach of Agreement refused to transfer to the Licensee the right to use the Object of the Agreement.
4. Granting the right to use
4.1. The licensee provided a simple (nonexclusive) license for use of "intellectual property" in the amount and manner prescribed "by the Agreement".
4.2. Under the Agreement the licensor grants the Licensee the right to use the Object on the basis of a simple (nonexclusive) license, whether carried out relevant actions in order to make profit or without such purpose in all ways permitted to the Licensee by the legislation of the Russian Federation, including, but not limited to:
4.2.1. Playing the Object that is making one or more copies of a phonogram or its part in any material form, including in shape zvuko - or videorecordings in the composition of the audiovisual work, video or audio clip;
4.2.2. The message broadcast, i.e. the message Object to the public (including showing or performance) by radio or television (including by relaying), including messages by cable on the Internet, exclusively in an audiovisual work, a video or audio clip.
4.2.3. Processing Objects by a) synchronize the recordings with sound and image, including by combining, blending, b) create using the features of the independent audiovisual works, or other music, entertainment, advertising, promo, branding, information and announcing and clips;
4.2.4. Bring the Facility to the public only as a part of an audiovisual work, a video or audio clip in such a way that any person may access the Object from anywhere and anytime at their own choice (making available).
4.2.5. Changes to Objects that are purely technical, non-creative nature, do not create new result of intellectual activity and solely for use of the audiovisual work a video or audio clip (editing, processing of changing the amplitude-frequency characteristic, the tempo changes, speed playback, reduction, etc.). The overlay of sounds and/or noises and/or voices on the soundtrack does not create a new soundtrack and is allowed within the creation of audiovisual work, video or audio clip.
4.3. The use of the Facility is carried out by the Licensee at the following territory: the whole world.
4.4. The period for which Licenziato granted rights to the Object according to the terms of the Agreement is 5 years from the date of the contract.
4.4. The licensor permits the Licensee to grant the right of use of Facilities solely for the composition of audiovisual works or audio clip to any third parties under sublicense agreement edinoglasno in respect of each audiovisual works or audio clip, without the transfer of rights to grant further sublicenses.
4.5. The licensee provides to the Licensor a report on the use of rights under the Agreement.
4.6. Rights to use Object are provided to the Licensee from the date of signing the contract.
5. Guarantees of rights of use
5.1. The licensor warrants that provided (transmitted) to the Licensee under the Agreement the right to use the Object belongs to the Licensor lawfully and at the time of conclusion of the Agreement the Object is free from any claims of third parties, as connected with the Object itself or provided by Agreement law. The licensor has the right to grant (and transfer) specified in the contract the right to the Licensee.
5.2. Licensor will defend Licensee from all claims of third parties concerning intellectual ownership of the Object. In the event of such claim, the Licensee must immediately inform the Licensor of all claims brought by a third party, and provide all the necessary information concerning the dispute.
6. The amount of remuneration
6.1. For the right use of the Facility the Licensee shall pay the Licensor a one-time payment in the amount defined for each individual Object placed on the Website. VAT exempt on the basis of: the simplified system of the taxation of Licensor.
6.2. The amount of remuneration for granting the right to use the Object, paid by the Licensee to the Licensor is not subject to revision during the whole term of the Agreement.
7.1. The parties undertake not to disclose and take measures to protect against unauthorized access by third parties information relating to the subject matter of the Agreement.
7.2. The parties agreed to consider the following confidential information: personal data of the Licensee – natural person. In this regard, the Parties undertake to take the necessary measures to protect confidential information and not disclose it to any third party without the prior written consent of the other Party.
7.3.The obligation for confidentiality in perpetuity.
7.4.Confidential information does not include information which:
7.4.1. Became known to the receiving Party after its transmission, and the receiving Party was known about the violation of the obligations of confidentiality stipulated in the Agreement and she did not participate in the violation of these obligations.
7.4.2. Becomes publicly available at the time of transfer or after it and to which access was submitted to the disclosing Party to third parties without restriction.
7.4.3. Has become publicly known otherwise, through no fault or omission and not as a result of breach of Agreement.
7.4.4. Was transferred without any obligation of confidentiality, and the transfer was expressly authorized in advance in writing by the transferring Party.
7.5. If one of the Parties to allow disclosure of confidential information, it will compensate the other Party damages, including any caused real damage and lost profits.
7.6. Confidential information may be passed to one of the Parties to the public authorities on the grounds and in the procedure established by the legislation, with immediate notification to the other Party.
8. Responsibilities of the parties
8.1. The parties bear responsibility for nonperformance or improper performance of its obligations under the Agreement in accordance with Russian legislation.
8.2. The penalty under the Agreement are payable only on the basis of a justified written motion of the Parties.
8.3. The penalty payment does not release the Parties from execution of obligations under the Agreement.
8.4. The party has not performed or has improperly performed obligations under the Agreement, is obliged to compensate the other Party caused by such failure losses. The burden of proof of damages lies on the aggrieved Party.
8.5. If the Party breaks a Agreement, received as a result of this income, the Party whose rights have been violated, has the right to demand compensation along with other losses of missed benefit in size not smaller, than such incomes.
8.6. Termination shall not relieve the Parties from liability for non-performance/improper performance of its obligations under the Agreement.
8.7. The use of the Facility in a manner not envisaged in the Agreement, or upon termination of the Agreement, or otherwise outside the rights granted to the Licensee under the Agreement, shall be liable for infringement of the exclusive right established by law and/or Agreement.
9. The grounds and procedure of termination
9.1. The agreement may be terminated by agreement of the Parties, but also unilaterally upon written request of one of the Parties on the grounds provided by law.
9.2. Termination of the Agreement unilaterally is made only at the written request of the Parties within 30 (thirty) calendar days from the date of receiving such request.
9.3. Licensee's use of the Facility after the termination of the Agreement is not allowed.
9.4. Conclusion the Licensor of a contract of alienation of the exclusive right on the Object with a third party and the transfer of the exclusive right to Object to a third party is not grounds for alteration or termination of the Agreement.
10. Dispute resolution from the contract
10.1. Claim procedure pre-trial settlement of disputes from the Agreement is binding for the Parties.
10.2. The claim letter shall be sent by the Parties by courier or registered mail, with return receipt requested to the last destination on the location of the Parties specified in section 13 of the Agreement.
10.3. The Parties claim letters otherwise than as stated in clause 10.2 of the Agreement is not allowed.
10.4. The term of consideration of the claim is 15 calendar days from the date of receipt of the last addressee.
10.5.Agreement disputes are resolved in court in court at the place of registration of the Licensor.
11. Circumstances precluding responsibility
11.1. The parties are released from responsibility for full or partial non-performance of obligations under the Agreement if the default was the result of action of force majeure, namely: fire, flood, earthquakes, strikes, wars, acts of public authorities or other circumstances beyond the Parties ' circumstances.
11.2.If any of these circumstances directly caused the breach in the terms established by the Agreement, the deadlines shall be extended commensurate with the duration of the relevant circumstances.
11.3. If these circumstances will last more than 1 (one) calendar month, either party may initiate termination of the Agreement due to impossibility of its execution. In case of acceptance by the Parties of the decision on the termination of the Agreement on the above basis, none of the Parties will not be entitled to reimbursement of possible losses.
11.4.The party which cannot perform the obligations under the Agreement, must promptly, but no later than 5 calendar days after the occurrence of force majeure, in writing, notify the other Party, by providing supporting documents issued by the competent authorities.
11.5. Failure to notify or untimely notification on force majeure circumstances deprives the Party of right to refer to any of the above-mentioned circumstances as grounds for exemption from liability for non-performance.
11.6. The parties recognize that the insolvency of the Parties is not force majeure.
12. Other conditions
12.1. The parties have no ancillary verbal agreements. The content of the text of the Agreement fully corresponds to the actual will of the Parties.
12.2. All correspondence on the subject of the Agreement prior to its conclusion, lose legal force from the day of conclusion of the Agreement.
12.3. After termination of the Agreement Licensee shall immediately cease use of the Facility .
12.4. In the event of termination of the exclusive right, or termination of a license agreement with the copyright holder, the Licensor, the Agreement will be terminated on the basis of paragraph 4 of article 1235 of the civil code, which the Licensor agrees to notify Licensee within 10 (ten) calendar days from the date of occurrence of grounds for such termination. The licensee may request a copy of the license contract, the Licensor of the copyright holder.
13. The address and details of the Licensor
LLC "Radio Day"
Visokaya st. 3A-135
phone: +7 495 215 03-05
ITN - 7751002036; CPT - 775101001,
PSRN - 1157746141300
p/s – 40702810402280000326
in JSC "ALFA-BANK", MOSCOW