LICENSE AGREEMENT (PUBLIC OFFER)

WITH AUTHORS OF TRAINING PLANS - LEGAL ENTITIES AND INDIVIDUAL ENTREPRENEURS

Moscow

Limited Liability Company "Staminity", represented by its General Director Evgeny Yurievich Zakharinsky, acting on the basis of the Charter, offers a legal entity or an individual entrepreneur to conclude this license agreement for the grant of a non-exclusive right to use the Functionality for publishing and selling training plans of the "Staminity" Program on the following terms:

1. TERMS AND DEFINITIONS

1.1. The following terms and definitions are used in this agreement:

Main Offer – the license agreement (public offer) for the use of the Staminity Program, the text of which is available on the Internet at: https://legal.staminity.com/en/license.html

Agreement – this license agreement, posted on the Internet at: https://legal.staminity.com/en/offer-author-company.html

Licensor – LLC "Staminity", INN 9715304797, KPP 771501001, OGRN 1177746698546, holder of the exclusive rights to the Program.

Licensor's Website (Website) — the website located on the Internet at https://staminity.com

Program – the "Staminity" web application, access to which is provided through the Licensor's Website, as well as the "Staminity" mobile applications for the IOS and Android platforms. The Program is designed to support the training process in cyclic sports and to enable remote interaction between users during this process. A description of the Program's capabilities is available on the Licensor's Website at https://staminity.com.

Program User (user) – any physical person of legal age and legal capacity, individual entrepreneur, or legal entity who has accepted the Main Offer by registering in the Program.

Author of training plans (Author of plans, Author) – a Program user, a legal entity or individual entrepreneur, who has concluded this additional Agreement with the Licensor by accepting this offer located on the Internet at: https://legal.staminity.com/en/offer-author-company.html.

Buyer – a Program user who acquires a non-exclusive right to use a Training Plan created by an Author of training plans within the Program.

Simple non-exclusive license – the grant to the Licensee of the right to use the Program while the Licensor retains the right to grant licenses to other persons.

Training plan – a set of training tasks and recommendations of the Author of the plan, created in the Program in electronic form to achieve a specific goal. By acquiring in the Program the right to use a Training plan from the Author of the plan, the Buyer obtains the ability to use this Training plan in their own training process.

Purchase of a training plan – the acquisition by the Buyer of non-exclusive rights to use, within the Program, a training plan created and published by the Author of the plan.

Functionality for publishing and selling training plans – additional functionality of the Program, available to the Author of the plan after concluding this Agreement, allowing the creation of Training plans and their publication in the Program's training plans store, as well as the receipt of remuneration from the use of Training plans by Buyers.

Training Plans Store – a section on the Website in which training plans created and published by Authors of plans are posted.

NKO – Non-Banking Credit Organization "MONETA.RU" (limited liability company), license for carrying out banking operations with funds in rubles and foreign currency No. 3508-K issued by the Bank of Russia on 02.07.2012.

2. PROCEDURE FOR CONCLUDING THE AGREEMENT AND AMENDING ITS TERMS

Conclusion of the agreement

2.1 The text of this license agreement, permanently posted on the Internet at https://legal.staminity.com/en/offer-author-company.html, contains all essential terms of the Agreement and constitutes the Licensor's proposal to conclude the Agreement with the Author of plans on the terms specified in the text of the Agreement.

2.2 The unconditional acceptance by the Author - a legal entity or individual entrepreneur of this agreement, i.e. the full and unconditional acceptance of the terms of the Agreement and all Appendices thereto, is the Registration of the Author as a Seller of training plans.

Amendment of the agreement

2.3. The Licensor has the right at any time to amend this Agreement and all appendices thereto (in whole or in part) unilaterally, without prior agreement with the Author of the plan. All amendments take effect after the current version of the Agreement is posted on the Internet at: https://legal.staminity.com/en/offer-author-company.html
2.3.1. The Author of the plan undertakes to independently monitor amendments to this Agreement and appendices thereto, by periodically reviewing the current version at least once a month. The Author of the plan is solely responsible for any consequences arising in connection with the failure to review this Agreement (appendices thereto).
2.3.2. In the event that the Author of the plan does not agree with any provision of the Agreement and (or) appendices thereto, they must immediately unpublish all published training plans and cease using the Functionality for publishing and selling training plans.

3. SUBJECT OF THE AGREEMENT

3.1. The Licensor grants the Author of the plan a simple non-exclusive license to the right to use the Functionality for publishing and selling training plans for its direct purpose, as provided by the explicit user functions of the Program, and the Author of the plan undertakes to pay the Licensor remuneration for the granted right in the amount, manner, and terms specified in the Agreement.

3.2. The license specified in clause 3.1 of the Agreement is granted to the Author of the plan for the entire term of the Agreement and within the territory in which the Functionality for publishing and selling training plans remains available to the Author of plans.

4. REGISTRATION AS A SELLER OF TRAINING PLANS

4.1. To use the Functionality for publishing and selling training plans, the Author of the plan - a legal entity or individual entrepreneur - must undergo the procedure of Registration as a seller of training plans (hereinafter - Registration). For Registration, the Author of the plan must:

4.1.1 Set the flag "I want to publish training plans" in the Program Settings.

4.1.2. Fill in the "Seller of training plans profile" as a legal entity or individual entrepreneur. To do this:

  • Set the flag that the Author of the plan is a legal entity or individual entrepreneur;
  • Specify the country of residence, confirming that the Author of the plan is a resident of the Russian Federation;

4.1.3. Fill in the legal entity or individual entrepreneur questionnaire, indicating the data necessary for registering the Author as a recipient of funds in the NKO (NKO "Moneta" (LLC)), confirming agreement with the terms of this Agreement and the Agreement on transfers without opening accounts in the MONETA.RU System and on information-technological interaction for legal entities and individual entrepreneurs — residents of the Russian Federation. https://moneta.ru/info/d/ru/public/merchants/b2boffer.pdf

The template of the legal entity / individual entrepreneur questionnaire is available at the link: https://docs.google.com/spreadsheets/d/1EBDE40iqPtk8gSNVNE2XcJHuEp6UU2Xtigqv7vplcY4/edit?usp=sharing.

4.1.4. Print out the completed questionnaire, sign it, scan it, and send the scanned copy of the questionnaire together with the questionnaire file to: support@staminity.com with the subject "Registration of Author of plans - legal entity or individual entrepreneur".

4.2 Registration is considered completed, and the Agreement is considered concluded, from the moment the Licensor processes the received legal entity or individual entrepreneur Questionnaire.

4.3. The Author of training plans receives a notification of the fact of Questionnaire processing by e-mail.

5. TERMS OF PUBLICATION AND SALE OF TRAINING PLANS

General terms:

5.1. Within the framework of the Simple non-exclusive license, the Author of training plans is entitled to use the Functionality for publishing and selling training plans of the Program in the following ways:

5.1.1 create training plans, create and edit their descriptions;

5.1.2 set the cost of using a training plan for Buyers;

5.1.3 publish training plans in the Program's Training Plans Store and unpublish them;

5.1.4 receive information on the results of Buyers acquiring rights to use the Author's training plans;

5.1.5 issue orders for the withdrawal of funds reflected in the Author of plans' balance from the sale of training plans to the Author's settlement account.

5.1.6 perform other actions provided by the Functionality for publishing training plans.

Publication of training plans:

5.2. In the training plans published by the Author in the training plans store, it is prohibited to use (post) materials containing:

5.2.1 obscene or profane words or phrases, pornographic images and texts, scenes of a sexual nature, including those involving minors;
5.2.2 threats, calls for violence and the commission of illegal actions, violation of legislation;
5.2.3 elements of violence, cruelty, racial, interethnic, or interreligious hatred, as well as links to such materials;
5.2.4 Nazi paraphernalia or symbols;
5.2.5 propaganda of criminal activity, guides on committing illegal actions;
5.2.6 material containing threats that discredits, insults, defames the honor and dignity or business reputation, or violates the privacy of other Users or third parties;
5.2.7 other materials violating the applicable legislation of the Russian Federation.

5.3. The Author of training plans guarantees that they hold the rights to any materials and information used in the preparation of the training plan.

5.4. The Author of training plans undertakes to use current and reliable information in the description of the training plan when specifying any characteristics of the training plan that influence Buyers' decision to purchase the training plan.

Sale of training plans:

5.5. The cost of the rights to use a training plan for Buyers is determined by the Author independently when preparing the plan for publication. For paid training plans, the cost must be no less than 300 rubles and no more than 10,000 rubles. The cost of the training plan determined by the Author includes the Licensor's remuneration.

5.6. The amount of the Licensor's remuneration is specified in Appendix 1 to this Agreement. It takes into account the TARIFFS of NKO "MONETA" (LLC) charged to Recipients of payments of the Trading Platform of LLC "Staminity" https://staminity.com in accordance with the concluded agreements on transfers without opening accounts in the MONETA.RU System and on information-technological interaction: https://www.moneta.ru/info/d/ru/public/users/nko/staminity.pdf

5.7. Training plans published by the Author are posted in the Program's training plans store, where Buyers can find and purchase them.

5.8. Information about sales of rights to use training plans to Buyers is displayed in the Author of plans' Personal Account. The Personal Account indicates the amount of sold training plans less the Licensor's remuneration.

5.9. Settlements between the Author and the Buyer are carried out through the NKO. The Licensor provides the information-technical interaction of Buyers, Authors, and the NKO. The relationship between the Licensor and the NKO is governed by a separate agreement.

Withdrawal of funds received from the sale of rights to use training plans:

5.10. The withdrawal of funds received by the Author from the sale to Buyers of rights to use training plans is carried out:

  • In rubles - to the settlement account of the Author of plans - a legal entity or individual entrepreneur, specified during Registration in the legal entity or individual entrepreneur Questionnaire.
  • In other currencies - withdrawal is currently not possible.

5.11. An additional fee may be charged for the withdrawal of funds received by the Author from the sale of rights to use training plans to Buyers, if the withdrawal amount is less than the amount of the interest-free limit for withdrawal. The amount of the interest-free limit and the amount of the additional fee are specified in Appendix 1 to this Agreement.

5.12. To withdraw funds, the Author of the plan issues an order for the withdrawal of funds in the Personal Account by clicking the "Withdraw" button and confirming the withdrawal terms. The withdrawal order is reviewed by the Licensor within 3 business days. The Author of the plan is informed of the status of the application review through notifications in the Personal Account in the service.

5.13. After the Licensor approves the order for the withdrawal of funds, the transfer to the Author's settlement account is carried out.

Refund to the Buyer:

5.14. In the event of claims from the Buyer of a training plan, the Licensor may decide on the need to refund funds to the Buyer.

5.15. The grounds for refunding to the Buyer of a training plan the funds paid by them for the right to use the Training plan may be one of the following conditions:

  • Non-conformity of the training tasks in the Plan with the description and characteristics of the Plan;
  • Violation by the Author of the plan of this Agreement, the Main Offer, the Agreement between the Author of the plan and the Buyer of the plan, or the Rules for using the service.

5.16. Upon a refund of funds, an additional refund fee is charged from the Author of the plan. The amount of the fee is specified in Appendix No. 1.

6. RIGHTS AND OBLIGATIONS OF THE PARTIES

6.1. The Author of training plans is obliged to:

6.1.1 use the Functionality for publishing and selling training plans within the scope provided by section 5 of this Agreement;

6.1.2 pay the Licensor the license remuneration calculated in accordance with Appendix 1 to this Agreement;

6.1.3 provide reliable information in the description of the Training plan and other characteristics of the Training plan

6.2. The Author of training plans has the right to:

6.2.1 obtain access to the Functionality for publishing and selling training plans in accordance with the terms of this Agreement

6.2.2 receive remuneration from the sale of training plans to Buyers.

6.3. The Licensor has the right to:
6.3.1 unilaterally terminate the Agreement and (or) block the Author of training plans' access to the Functionality for publishing and selling training plans and (or) remove the Author's training plan from publication and prohibit its subsequent publication in the training plans store in cases of violation by the Author of training plans of the Legislation and (or) the terms of the Agreement (appendices thereto) and (or) in the event of receiving complaints from Buyers or Users of the Website and/or Program. The Licensor is not liable for losses (damage) incurred by the Author of training plans in connection with the termination of the Agreement and (or) blocking. The Licensor is not obliged to inform the Author of training plans of the reasons for the termination of the Agreement and (or) blocking, and (or) removal of training plans from publication in the store;

6.3.2 carry out preventive maintenance on the server, for which purpose temporarily suspend access to the Program. The Licensor notifies the Licensee of preventive maintenance by means of a notice in the Program or via e-mail distribution;
6.3.3 use the name of the Author of plans, as well as their trademarks (service marks) and logos of the Author of plans for the purposes of advertising the training plans store and advertising the training plans of the Author of plans.

7. LICENSE REMUNERATION. SETTLEMENTS

7.1. The amount of the license remuneration for using the Functionality for publishing and selling training plans is specified in Appendix No. 1 to this Agreement.

7.2. The license remuneration for the sale of plans is charged from each purchase of a training plan at the moment of purchase. The Personal Account of the Author of the plan indicates the amount of sold training plans less the Licensor's remuneration. The Author of plans' payment obligation is considered fulfilled at the moment the funds are credited to the Licensor's transit account in the NKO.

7.3 The additional fee for the withdrawal of funds, in the case of withdrawing an amount less than the amount of the interest-free withdrawal limit, is charged at the moment the Licensor approves the order for the withdrawal of funds. The Author of plans' obligation to pay the additional fee is considered fulfilled at the moment the funds are credited to the Author of the plan's bank card.

7.4 The fee for refunding funds to the Buyer of training plans is charged at the moment the Licensor issues an order to the NKO to refund funds to the Buyer. The fee reduces the balance of the Author of the plan in the Program.

7.5. The Parties have established that no Act of granting the Simple non-exclusive license is drawn up.

8. DISCLAIMER OF WARRANTIES AND LIABILITY

8.1. The Program as a whole, including the Functionality for publishing and selling training plans, as well as the information and materials available on the Website, are provided "as is" and without any warranties.

8.2. The Licensor, its employees, representatives, and partners hereby disclaim all warranties regarding the Program as a whole, including the Functionality for publishing and selling training plans, the information and materials of the Website, including all implied warranties and conditions of merchantability and fitness for a particular purpose.

The Licensor, its employees, representatives, and partners do not guarantee the following:

  • that the Functionality for publishing and selling training plans meets any particular requirements and expectations of the Author,
  • the uninterrupted operation of the Functionality for publishing and selling training plans;
  • the accuracy or reliability of the results that may be obtained from the use of the Functionality for publishing and selling training plans;
  • that the quality of products, services, information, and other materials purchased or obtained by the Licensee through the Website or Program meets their expectations;
  • the correction of any errors on the Website or in the Program, including the Functionality for publishing and selling training plans

8.3. The Author of plans agrees that under no circumstances shall the Licensor, its employees, representatives, and partners be liable to them or to third parties for any direct, indirect, punitive, incidental, special, or consequential damage caused by or in any way arising from:

  • a) the Licensee's use of the Website, the Program, as well as the Functionality for publishing and selling training plans, whether for its intended purpose or not,
  • b) the Licensee's business relations with third parties forming recommendations through the Website or Program,
  • c) delay or inability of the Licensee to use the website,
  • d) any information, software, products, services, or materials obtained through the Website or Program, on the basis of a contract, violation of legal rights, absolute obligation, etc.,

8.4 If the Author of plans has grounds for recovering compensation from the Licensor, despite the disclaimer of warranties set out above, the Author of plans may recover compensation only for direct losses in an amount of no more than 500 (five hundred) rubles. The Author of plans may not recover any other losses, including indirect, special, consequential, or incidental losses, as well as losses in connection with lost profits.

8.4.1. This limitation applies in respect of:

  • (a) any matters related to the software, its availability, services, and content of third-party websites (including code), as well as their applications;
  • (b) claims related to breach of contract, warranty, or a material condition, strict liability, negligence, or another tort, as well as any other claims, to the extent permitted by applicable law.

8.4.2. This limitation applies even if the Licensor was or should have been aware of the possibility of such losses. The above limitation or exclusion may not apply to you if the legislation of your region, republic, territory, district, or country does not permit the exclusion or limitation of liability for incidental, consequential, or other losses.

9. TERM OF THE AGREEMENT, TERMINATION PROCEDURE

9.1. This Agreement enters into force from the date of acceptance and is valid until terminated by the Parties.

9.2. This Agreement is an offer and, by virtue of the applicable civil legislation of the Russian Federation, the Licensor has the right to revoke the offer in accordance with Art. 436 of the Civil Code of the Russian Federation. In the event of revocation of this Agreement by the Licensor during its term, this Agreement is considered terminated from the moment of revocation. Revocation is carried out by posting the relevant information on the website https://staminity.com

9.3. This Agreement may be terminated early:

9.3.1 by mutual agreement of the Licensor and the Author of plans.
9.3.2 at the initiative of the Licensor unilaterally.

10. MISCELLANEOUS

10.1. The Simple non-exclusive license under the Agreement extends to all subsequent updates / new versions of the Program.

10.2. By accepting the terms of this Agreement, the Author of plans confirms that they have legal grounds for processing the information belonging to them using the Program.

10.3. All matters not regulated by this Agreement are subject to resolution in accordance with the Legislation.

11. LICENSOR'S ARBITRATION

11.1. The Author of plans or Internet users who have complaints about the actions of a specific Author of plans have the right to contact the Licensor.

11.2. The complaint must be sent to the Licensor at the email address support@staminity.com, or filed as a request on the Support Portal available at support.staminity.com with the subject "Complaint about user ...", attaching documents confirming the complaint (claim).

11.3. Based on the results of reviewing the claim/complaint, the Licensor has the right to establish the fact of a violation of this Agreement and (or) the Legislation and to block access to the Website and Program of the Author of plans against whom the complaint was received.

11.4. The Licensor's decision on the complaint is final.

12. DETAILS OF THE PARTIES

Licensor
Limited Liability Company "Staminity"
Moscow
INN/KPP 9715304797/771501001
OGRN 1177746698546
website: https://staminity.com
e-mail for general inquiries: mail@staminity.com questions and help regarding the Program: support@staminity.com

APPENDIX 1. TARIFFS

AMOUNT OF THE LICENSOR'S REMUNERATION FOR THE AUTHOR OF PLANS' USE OF THE FUNCTIONALITY FOR PUBLISHING AND SELLING TRAINING PLANS

  • Fee from each purchase of a training plan - 30% of the plan cost set by the Author

  • Fee for withdrawing funds to the Author's card/settlement account:

    • For a withdrawal amount of 3000 rubles and more - free of charge.
    • For a withdrawal amount of up to 3000 rubles - 1.5% of the withdrawal amount, minimum 60 rubles;

  • Fee for refunding funds to the Buyer:

    • Fee for each refund of funds - 5% of the plan cost set by the Author

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