LICENSE AGREEMENT (PUBLIC OFFER)
BETWEEN THE TRAINING PLAN AUTHOR AND THE ACQUIRER
the city of Moscow
Limited Liability Company «Staminity», represented by the General Director Evgeny Yuryevich Zakharinsky, acting on the basis of the Charter, offers the Training Plan Authors and the Acquirers to conclude this agreement on transferring the Acquirer non-exclusive rights to use in the Staminity Program a training plan, created by the Plan Author.
1. TERMS AND DEFINITIONS
1.1. The following terms and definitions are used in this agreement:
Basic Offer – license agreement (public offer) for the use of the Staminity Program, which text is available on the Internet at the following address: https://legal.staminity.com/en/license.html
Agreement between the Plan Author and the Acquirer, Agreement – this agreement, located on the Internet at the following address: https://legal.staminity.com/en/offer-author-buyer.html
Company – LLC "Staminity", INN 9715304797, KPP 771501001, OGRN 1177746698546, owner of exclusive rights to the Program.
Company's Website (Website) - a website located on the Internet at the following address https://staminity.com
Program – web application "Staminity" which can be accessed through the Company's Website and through mobile applications “Staminity” for the iOS and Android platforms. The Program is designed for supporting the training process in cyclic sports and providing remote users’ interaction during this process. The description of the program’s features is available at the Company's Website located at https://staminity.com.
User of the Program (User) - any adult and capable private individual, individual entrepreneur or legal entity who has accepted the Basic Offer by signing up for the Program.
Training Plan Author (Plan Author, Author) – user of the Program who has created a Training plan in the Program and published it in the Training Plans Store of the Program with the use of the Program Functionality of training plans publishing and selling. The Plan Author may act as a private individual, who has concluded an additional Agreement with the Company by accepting the offer located on the Internet at: https://legal.staminity.com/en/offer-author-individual.html or a legal entity or an individual entrepreneur, who has concluded an additional Agreement with the Company by accepting the offer located on the Internet at: https://legal.staminity.com/en/offer-author-company.html
Training Plan Acquirer, Acquirer – user of the Program who acquires a non-exclusive right to use a Training Plan, created by the Training Plan Author, in the Program.
Non-exclusive license of training plan (Non-exclusive license) – grants the Acquirer the right to use a training plan, created and published by the Plan Author, in his training process in the Program.
Training Plan – is a set of planned activities and recommendations of the Plan Author which has been created in electronic form in the Program and that should be completed in order to achieve planned goals. The Acquirer, by purchasing in the Program the right to use the Training Plan from the Plan Author, shall be able to use this Training Plan in his training process.
Training Plan Purchase – purchase by the Acquirer of the non-exclusive rights to use in the Program a Training Plan, created and published by the Plan Author in the Training Plan Store.
Functionality of training plans publishing and selling – additional functionality of the Program available to the Plan Author after the conclusion of the Agreement with Plan Authors - private individuals or Agreement with Plan Authors - legal entities and individual entrepreneurs, which allows to create Training Plans and publish them in the Training plans store of the Program, as well as to receive fee for the use of the Training plans by the Acquirers
Functionality of training plans purchasing and using – additional functionality of the Program available to the Acquirer after the conclusion of the Agreement with the Acquirer, which allows him to purchase the selected training plan from the Author and use it in the training process.
Training Plans Store – section of the Website, where training plans, created and published by Plan Authors are located.
NCO – Non-banking credit organization «MONETA.RU» (Limited Liability Company), license to conduct banking operations with funds in Roubles and foreign currencies No. 3508-K issued by the Bank of Russia on 02.07.2012.
2. PROCEDURE FOR THE CONCLUSION AND AMENDMENT OF THE AGREEMENT
Conclusion of the agreement
2.1 Text of this Agreement is permanently located on the Internet at the following address: https://legal.staminity.com/en/offer-author-buyer.html, contains all essential terms of the Agreement and represents an offer of the Company to conclude this Agreement with Training Plan Acquirers and Training Plan Authors in the Program.
2.2 Purchase of a Training Plan from the Plan Author in the Training Plans Store in the Program means an unqualified acceptance of this Agreement by the Acquirer, i.e. full and unconditional acceptance of the terms of the Agreement and all its Appendixes.
2.3 Registration of a Training Plan Author in the Program means an unqualified acceptance of this Agreement by the Plan Author, i.e. full and unconditional acceptance of the terms of the Agreement and all its Appendixes.
This process is described in the Agreement with Plan Authors - private individuals, located on the Internet at the following address: https://legal.staminity.com/en/offer-author-individual.html, and in the Agreement with Plan Authors - legal entities, located on the Internet at the following address: https://legal.staminity.com/en/offer-author-company.html
Amending the agreement
2.4. The Company reserves the right to alter this Agreement (in whole or in part) unilaterally and at any moment, without prior consent of the Acquirer and the Plan Author. All changes become valid after the current version of the Agreement is published on the Internet at the following address: https://legal.staminity.com/en/offer-author-buyer.html
2.4.1. The Acquirers and the Plan Authors undertake to monitor the changes in this Agreement and its Appendixes on their own, periodically (at least once a month) familiarizing with the current version of the Agreement. The Acquirers and the Plan Authors are solely responsible for any consequences arising from their failure to familiarize with this Agreement (its appendixes).
2.4.2. In case if the Acquirer and (or) the Plan Author does not agree with any provision of the Agreement and (or) of its appendixes, he should instantly terminate using the Training Plans Store in the Program.
3. SUBJECT OF THE AGREEMENT
3.1. The Plan Author grants to the Acquirer a non-exclusive license to use the Training Plan in the Program for its intended purpose, as provided by explicit user functions of the Program, and the Acquirer undertakes to pay the Plan Author a fee for the granted right according to the amount, procedure and term specified in the Agreement.
3.2. The license specified in clause 3.1 of the Agreement is granted to the Acquirer for the entire validity period of the Agreement and within the territory where the Program remains available to the Acquirer.
4. TRAINING PLANS PURCHASE AND USE POLICY
4.1. According to terms of the non-exclusive license, the Acquirer shall have the right to use the Author's Training plan in the Program in the following ways:
4.1.1 To draw up an order for the purchase of a training plan from the Plan Author with payment of the license fee set by the Plan Author, or free of charge, if the Plan Author has published the training plan as a free one.
4.1.2 When purchasing paid plans - pay for the selected training plan using a bank card.
4.1.3 Use the purchased training plan in his training process: apply the training plan on the selected dates, complete activities and track the plan execution progress.
4.1.4 Perform other actions provided by the Functionality of training plan purchasing and using
Training plans publishing:
4.2. In the training plans published by the Author in the Training Plans Store it is forbidden to use (place) materials containing:
4.2.1 obscene or abusive words or phrases, pornographic images and texts, scenes of a sexual nature including the ones with minors' participation;
4.2.2 threats, calls for violence and illegal actions, violation of laws;
4.2.3 elements of violence, cruelty, racial, interethnic or interreligious strife, as well as links to such materials;
4.2.4 Nazi attributes or symbols;
4.2.5 propaganda of criminal behavior, guides on unlawful acts committing;
4.2.6 material that contains threats or that discredits, offends, defames honor and dignity or goodwill, or violates the privacy of other Users or third parties;
4.2.7 other materials violating the existing legislation of the Russian Federation.
4.3. The Plan Author guarantees that he has the right to use any materials and information used when preparing the training plan.
4.4. The Plan Author undertakes to use valid and reliable information when describing the training plan and when indicating any characteristics of the training plan able to affect the decision of the Acquirers on whether to purchase the training plan
Training plans purchasing:
4.5. By purchasing a training plan in the Training Plans Store, the Acquirer obtains a non-exclusive right to use this training plan in his personal training process.
4.6. Payment of the training plans' cost is made via bank cards.
4.7. Settlement of payments between the Acquirer and the Author is conducted with the help of the NCO (NCO "MONETA" (LLC)). The Company ensures informational and technical interaction between Acquirers, Authors and NCO. Relations between the Company and the NCO are determined by a separate agreement.
4.8. By clicking on the "Pay" button in the training plan purchase form, the Acquirer agrees with the terms of the Agreement on the terms and procedure of provision of services on processing bank cards issued by third party credit organizations and other instruments of payment by NCO "MONETA" (LLC) via the online resource of NCO "MONETA" (LLC): https://www.moneta.ru/info/d/ru/public/users/nko/cardsserviceoffer.pdf
4.9. The use of the training plan in the Program is possible after the Company receives information from the NCO about the successful payment. The "Purchased" status of the training plan confirms the successful settlement of payment. Until the payment is confirmed as successful, the training plan has the "Ordered" status and can't be used in the Program.
Use of training plans:
4.10. The Acquirer can use the purchased training plan only for personal use in the training process in the Program.
4.11. The Acquirer is forbidden to:
4.11.1 Use the purchased training plan for organizing the training process of other Users of the Program;
4.11.2 Use the acquired training plan to create derivative products, in particular other training plans in the Program.
Refusal to use the training plan and refund for the training plan
4.12. Within three days from the moment of the Training plan purchase the Acquirer can send to the Company a request for refund of the money paid for the training plan. Procedure for drawing up a request for refund:
4.12.1 Within three days from the moment of the Training plan purchase the Acquirer can send request via support portal support.staminity.com, or via email [email protected], specifying the following subject of the request: "Refund for a training plan"
4.12.2 The following information should be specified in the description of the request:
- Identifier and name of the training plan;
- Plan Author;
- Date of purchase;
- Reason for the refund.
4.12.3 Basis for the refund of the money paid by the Acquirer for the right to use the Training PlanOne can be one of the following reasons:
- Mismatch of the activities provided within the Plan with the Plan's description and characteristics;
- Violation by the Plan Author of the terms of this Agreement.
4.12.4 Decision on the refund is made by the Company based on the results of the Acquirer's request processing, with the involvement of the Plan Author.
4.12.5 In case if there has been made a decision to refund the money to the Acquirer, then the money is to be returned to the card which has been used for initial payment. The previously acquired training plan becomes unavailable to the Acquirer and the Acquirer loses the right to use this training plan in his training process.
5. RIGHTS AND OBLIGATIONS OF THE PARTIES
5.1. The Acquirer is obliged to:
5.1.1 use the training plan in the Program according to terms specified in Section 4 of this Agreement;
5.1.2 pay the Plan Author the license fee for the use of the training plan in the amount determined by the Plan Author.
5.2. The Acquirer has the right to:
5.2.1 use (apply) the training plan in his personal training process in the Program according to terms specified in Section 4 of this Agreement;
5.2.2 request the refund of the money paid by him for the right to use the training plan and to refuse to use the training plan in case if within 3 days from the moment of purchase he discovers a mismatch of the activities provided within the Plan with the Plan's description and characteristics or other violations of this Agreement.
5.3. The Plan Author is obliged to:
5.3.1 ensure that training plans, published by him in the Training Plans Store of the Program meet the requirements specified in section 4 of this Agreement;
5.3.2 provide to the Acquirer additional services included by the Author in the cost of the plan, if such services have been listed by the Author in the description and characteristics of the Training Plan;
5.3.3 independently calculate and pay taxes and fees specified in the legislation of the Russian Federation;
5.4. The Plan Author has the right to:
5.4.1 receive license fee from the Acquirers for the right to use the training plan.
5.5 The Company has the right to:
5.5.1 unilaterally and at its own option, in cases of violation by the Acquirer or the Plan Author of the current Legislation of the Russian Federation and/or the terms of this Agreement, Website use policy, Basic Offer, Agreement with plan authors - private individuals, Agreement with plan authors - legal entities and individual entrepreneurs, Agreement with training plan acquirers:
- terminate the Agreement and (or) block the Acquirer's or the Plan Author's access to the Program;
- unpublish the Plan Author's training plan and prohibit its subsequent publication in the Training Plans Store in cases of violation by the Plan Author of the Legislation and/or the terms of the Agreement (Appendixes to it) and (or) in case if there are complaints received from the Acquirers or the Users of the Website and/or the Program.
5.5.2 The Company is not liable for losses (damage) sustained by the Acquirer and (or) the Plan Author in connection with the termination of the Agreement and (or) such blocking.
5.5.3 The Company is not obliged to inform the Plan Author and (or) the Acquirer of the reasons for Agreement termination and (or) blocking, and (or) unpublishing of the training plans;
6. LICENSE FEE. CALCULATIONS
6.1. The license fee for the right to use each separate training plan is determined by the Plan Author and displayed on the Training Plan page in the Training Plan Store.
6.2. The amount of the license fee indicated by the Author includes the Company's fees paid by the Plan Author to the Company. There are no additional charges for the Acquirer besides the license fee
6.3. The parties have agreed that a formal note of granting the non-exclusive license shall not be taken.
6.4. A non-exclusive right to use the Training plan (non-exclusive license) is considered to be granted to the Acquirer in full and in a proper manner in three days upon purchase of the chosen training plan.
6.5. In case if the Company has made a decision to refund the money to the Acquirer, the non-exclusive right to use the Training plan (non-exclusive license) is considered to be withdrawn and from the moment the Company issues a refund request the Acquirer loses the right to use the training plan in his training process.
7.1 The Plan Author is solely liable for:
7.1.1. the quality of the training plan as a whole, separate activities of the training plan, the correspondence between the plan's description and its content, its reliability and applicability.
7.1.2. the failure to fulfill obligations provided by this Agreement and current legislation of the Russian Federation, including liability for the content of information posted by him and violation of the third parties' rights in respect to the training plans and/or information published on the Website and/or the Program;
7.1.3. the content and form of the information posted on the Website, the legitimacy of its use, including brand names of organizations, trademarks (name, logo, other constituent objects and elements), any objects of intellectual property and means of individualization, as well as for the lack of information that is required for publication in accordance with the current legislation (certificates, licenses, information about the manufacturer, OGRN/OGRNIP, address of location in the cases prescribed by law, consumer properties of the goods, price, methods of delivery, guarantees and limitations of the manufacturer, rules for safe use, rules, term, place of exchange and return of goods of proper and improper quality);
7.1.4 calculation and payment of all taxes and fees specified in the legislation of the Russian Federation.
7.2. The Acquirer hereby agrees that activities, performed by him based on recommendations described by the Plan Author in the training plan, can pose significant risks of property damage, injury or death..
7.3. The Acquirer voluntarily undertakes all known and unknown risks associated with these activities, even if they are partly or fully caused by action, inaction or negligence of the Plan Author and (or) the Company.
7.4. The Acquirer hereby exempts the Company, its employees, representatives and partners (hereinafter referred to as the "exempted parties") from any liability related to his activities and to the use of recommendations described in the training plans published on the Website by the Authors.
7.4.1. The Acquirer will not sue the exempted parties in relation to any complaints, actions, injuries, damages or losses associated with these activities.
7.4.2. The Acquirer agrees that under no circumstances the exempted parties shall be liable to him or to third parties for any direct, indirect, punitive, incidental, special or consequential damages caused by or anyhow resulting from:
a) the use of the Website or the Program by the Acquirer,
b) the use of the training plans and recommendations on the activities’ execution created by the Plan Authors and other users of the Website and the Program,
c) the business relations between the Acquirer and third parties, formulating recommendations through the Website or the Program,
d) the delay or inability to use the Website or the Program,
e) any information, software, products, services or materials obtained through the Website or the Program, based on the agreement, violation of legal rights, unconditional commitment, etc.,
7.5. The Acquirer and the Plan Author also agree that the Company is not liable for:
- the information about the Training Plans, presented in the Training Plans Store, for inspecting, preparing, controlling the training plans on the Website or in the Program, as well as inspecting, preparing, controlling or conducting any races, competitions, group races or other events related to the Website or the Program;
- the fulfillment by the Plan Authors of their obligations to the Acquirers regarding the provision of additional services included by the Authors in the cost of the Training Plan;
- causing any direct or indirect damage/loss to the Acquirers and/or to the Plan Authors, as well as to third parties for reasons of using or inability to use the Website/Program or information on the Website, for any action/inaction of the Acquirer/Author or third parties using or browsing the Website and (or) the Program, for any errors, accidental deletion or alteration of the information on the Website and/or in the Program, regardless of whether the Company could foresee these circumstances or not;
8. VALIDITY PERIOD OF THE AGREEMENT, TERMINATION PROCEDURE
8.1. This Agreement enters into force from the date of its acceptance and is valid until termination by the Parties.
8.2. This Agreement is an offer and according to the current civil legislation of the Russian Federation, the Company has the right to revoke the offer in accordance with Art. 436 of the Civil Code of the Russian Federation. In case of revocation of this Agreement by the Company during the period of its validity, this Agreement shall be considered as terminated from the moment of its revocation. The revocation is done by publishing relevant information on the website https://staminity.com
8.3. Early termination of this Agreement can be done:
8.3.1 by mutual agreement between the Acquirer and the Plan Author. .
8.3.2 unilaterally, at the initiative of the Company.
9. OTHER CONDITIONS
9.1. The effect of a non-exclusive license under the Agreement applies to the version of the training plan, published in the Store at the moment of its purchase by the Acquirer.
9.2. All issues not governed by this Agreement shall be resolved in accordance with the Legislation.
10. THE COMPANY’S ARBITRATION
10.1. The Acquirer or the Plan Author or the Internet users who have complaints about the actions of the particular Plan Author/Acquirer have the right to apply to the Company with a complaint/claim.
10.2. The complaint/claim must be sent to the Company via the support portal support.staminity.com or at the following email address [email protected] with the subject: "Complaint about actions of the user: Surname, Name" with attached documents confirming the complaint (claims).
10.3. Based on the results of the complaint’s processing, the Company has the right to establish the fact of violation of this Agreement and (or) Legislation and block access to the Website and to the Program of the User, in respect of whom the complaint was received.
10.4. The decision of the Company on the complaint is final.
11. DETAILS OF THE PARTIES
Limited Liability Company “Staminity”
the city of Moscow
email (general questions): [email protected]
email (Program-related questions): [email protected]