LICENSE AGREEMENT (PUBLIC OFFER)
WITH TRAINING PLAN AUTHORS - PRIVATE INDIVIDUALS
the city of Moscow
Limited Liability Company «Staminity», represented by the General Director Evgeny Yuryevich Zakharinsky, acting on the basis of the Charter, offers any adult and capable private individual to conclude this license agreement providing non-exclusive right to use the Functionality of 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:
Basic Offer – license agreement (public offer) for the use of the Staminity Program, its text is available on the Internet at the following addresshttps://legal.staminity.com/en/license.html
Agreement – this license agreement, located on the Internet at the following address: https://legal.staminity.com/en/offer-author-individual.html
Licensor – LLC "Staminity", INN 9715304797, KPP 771501001, OGRN 1177746698546, owner of exclusive rights to the Program.
Licensor’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 Licensor'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 Licensor'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, private individual, 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-individual.html.
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 – grants the Licensee the right to use the Program, provided that the Licensor reserves the right to issue licenses to others.
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 a Training Plan, created and published by the Plan Author, in the Program
Functionality of training plans publishing and selling – additional functionality of the Program available to the Plan Author after the conclusion of this Agreement 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.
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-individual.html, contains all essential terms of the Agreement and represents an offer of the Licensor to conclude an Agreement with a Plan Author on the terms specified in the Agreement.
2.2 Registration of a private individual as a Training Plan Author in the Program by completing and sending a Training Plan Author registration form means an unqualified acceptance of this Agreement by the private individual, i.e. full and unconditional acceptance of the terms of the Agreement and all its Appendixes.
Amending the agreement
2.3. The Licensor reserves the right to alter this Agreement (in whole or in part) unilaterally and at any moment, without prior consent of 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-individual.html
2.3.1. The Plan Author undertakes to monitor the changes in this Agreement and its Appendixes on his own, periodically (at least once a month) familiarizing with the current version of the Agreement. The Plan Author is solely responsible for any consequences arising from his failure to familiarize with this Agreement (its appendixes).
2.3.2. In case if the Plan Author does not agree with any provision of the Agreement and (or) of its appendixes, he has to instantly unpublish all the training plans published by him and stop using the Functionality of training plans publishing and selling.
3. SUBJECT OF THE AGREEMENT
3.1. The Licensor grants to the Plan Author a non-exclusive license to use the Functionality of training plans publishing and selling for its intended purpose, as provided by explicit user functions of the Program, and the Plan Author undertakes to pay the Licensor 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 Plan Author for the entire validity period of the Agreement and within the territory where Functionality of training plans publishing and selling remains available to the Plan Author.
4. REGISTERING AS A TRAINING PLAN AUTHOR
4.1. In order to be able to use the Functionality of training plans publishing and selling the Plan Author - private individual has to complete the procedure of Registration as a Plan Author (hereinafter - Registration). To do it the Plan Author has to:
4.1.1 Enable the “I want to publish training plans in Store” attribute in the Program Settings.
4.1.2. Fill in the “Plan Author profile” as a private individual. In order to do it:
- Specify the country of residence. Residents of the Russian Federation can publish both paid and free of charge plans, and residents of other countries can publish at the moment only free of charge plans;
- Enable the attribute saying that the Plan Author is a private individual;
- Check the correctness of the indicated last name and first name of the Plan Author;
- Set email and phone number;
4.1.3. Set the attribute indicating your consent with the terms of this Agreement, as well as of the Agreement between the plan Author and the Acquirer in the "Plan Author profile".
4.1.4 Complete the registration process by saving the provided information.
4.2 Registration is considered to be completed, and the Agreement is considered to be concluded starting from the moment when the Author saves the completed "Plan Author profile", with an enabled attribute indicating consent with the terms of the Agreement.
4.3. The Author guarantees that the data specified during the Registration is valid and reliable and does not relate to third parties.
4.6. The Author guarantees that he has reached the age of 18 at the moment of Registration.
4.7. The Author guarantees that he acts on his own behalf, on behalf of a private individual.
5. TERMS OF PUBLICATION AND SALE OF TRAINING PLANS
5.1. According to terms of the non-exclusive license, the Plan Author shall have the right to use the Functionality of training plans publishing and selling in the following ways:
5.1.1 create training plans, create and edit their descriptions and calendar items;
5.1.2 set the cost of the training plan use for Acquirers;
5.1.3 publish training plans in the Training Plans Store in the Program, as well as to unpublish them;
5.1.4 receive information on purchases of the rights to use the Author's training plans by Acquirers;
5.1.5 submit withdrawal requests to transfer money, received from the Acquirers, to their bank cards after deduction of the amount of the Licensor's fee.
5.1.6 Perform other actions provided by the Functionality of training plan publishing and selling.
Training plans publishing:
5.2. In the training plans published by the Author in the Training Plans Store it is forbidden to use (place) materials containing:
5.2.1 obscene or abusive words or phrases, pornographic images and texts, scenes of a sexual nature including the ones with minors' participation;
5.2.2 threats, calls for violence and illegal actions, violation of laws;
5.2.3 elements of violence, cruelty, racial, interethnic or interreligious strife, as well as links to such materials;
5.2.4 Nazi attributes or symbols;
5.2.5 propaganda of criminal behavior, guides on unlawful acts committing;
5.2.6 material that contains threats or that discredits, offends, defames honor and dignity or goodwill, or violates the privacy of other Users or third parties;
5.2.7 other materials violating the existing legislation of the Russian Federation.
5.3. The Plan Author guarantees that he has the right to use any materials and information used when preparing the training plan.
5.4. 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 of whether to purchase the training plan.
Training plans selling:
5.5. The Author independently sets the cost of the right to use the training plan for the Acquirers, when preparing the training plan for publishing. The cost of the paid plans should not be less than 300 RUB and more than 10 000 RUB. The cost of the training plan, determined by the Author, includes the fee paid to the Licensor.
5.6. The amount of the fee paid to the Licensor is determined in Appendix 1 to this Agreement. It takes into account the NCO "MONETA" (LLC) RATES charged from the Payees of the LLC "Staminity" trading platform https://staminity.com in accordance with the concluded agreements on money transfer without the need to open accounts in the MONETA.RU System and on the implementation of the informational and technological interaction: https://www.moneta.ru/info/d/ru/public/users/nko/staminity.pdf
5.7. Training plans that have been published by the Author are placed in the Training Plans Store of the Program, where they can be found and purchased by the Acquirers.
5.8. Information on the purchases of the rights to use training plans made by the Acquirers is displayed in the Plan Author Account. The amount recovered from the training plans sale after deduction of the Licensor's fee is displayed in this Account.
5.9. Settlement of payments between the Acquirer and the Author is conducted with the help of the NCO. The Licensor ensures informational and technical interaction between Acquirers, Authors and NCO. Relations between the Licensor and the NCO are determined by a separate agreement.
Withdrawal of funds received from the sale of the rights to use training plans:
5.10. Withdrawal of funds received by the Author from the sale of the rights to use training plans to the Acquirers is made:
- In roubles - to the bank cards of Visa, MasterCard, MIR payment systems issued by the Russian Federation banks.
- In other currencies - currently, this option is unavailable.
5.11.The Author can add his bank card's details in his Account. The Licensor does not store and process the details of the Author's bank cards as the NCO is responsible for the procession of such data.
5.12. By adding his bank card's details the Author provides his consent 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
5.13. In order to verify the correctness of the card details, an amount of not more than one rouble (from 0,01 rouble to 0,99 rouble) is charged from the card at the moment the Plan Author adds the card details. This amount won't be returned to the card.
5.14. An additional fee may be charged for the withdrawal of funds received by the Author from the sale of the rights to use the training plans to the Acquirers, in case if the withdrawal amount is less than the amount of the fee-free withdrawal limit. The amount of the fee-free limit and the amount of the additional fee is specified in Appendix 1 to this Agreement.
5.15. In order to withdraw the funds, the Plan Author has to create a withdrawal request in his Account by clicking on the "Withdraw" button and confirming his agreement with the terms of the transaction. The request is processed by the Licensor within 3 business days. The Plan Author is informed about the request processing status via notifications in his Account in the service.
5.16. After the withdrawal request is processed by the Licensor, funds are transferred to the bank card of the Plan Author, set as "Default" one. The amount to be transferred to the bank card of the Plan Author equals to the withdrawal amount after deduction of the withdrawal fee (in accordance with Appendix №1)
Refund to the Acquirer:
5.17. If the Acquirer has claims on the training plan, the Licensor may decide whether the Plan Author has to return funds to the Acquirer.
5.18. For refunding the money paid by the Acquirer for the right to use the Training plan, one of the following conditions should be met:
- 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, the Basic Offer, the Agreement between the Plan Author and the Acquirer, the Website use policy.
5.18. When making a refund, the Plan Author is charged an additional refund fee. The amount of fee is specified in Appendix №1.
6. RIGHTS AND OBLIGATIONS OF THE PARTIES
6.1. The Plan Author is obliged to:
6.1.1 use the Functionality of training plan publishing and selling according to the terms specified in section 5 of this Agreement;
6.1.2 pay the license fee to the Licensor, calculated according to Appendix 1 to this Agreement;
6.1.3 provide only reliable information in the description of the Training Plan and other characteristics of the Training Plan.
6.2. The Plan Author has the right to:
6.2.1 obtain access to the Functionality of training plan publishing and selling according to the terms of this Agreement;
6.2.2 receive fee from the sale of training plans to the Acquirers.
6.3. The Licensor has the right to:
6.3.1 unilaterally terminate the Agreement and (or) block the Plan Author's access to the Functionality of training plans publishing and selling and (or) 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. The Licensor is not liable for losses (damage) sustained by the Plan Author in connection with the termination of the Agreement and (or) such blocking. The Licensor is not obliged to inform the Plan Author of the reasons for Agreement termination and (or) blocking, and (or) unpublishing his training plans;
6.3.2 conduct the server’s preventive maintenance and thereby to temporarily suspend access to the Program. The Licensor shall inform the Acquirer about the preventive maintenance by notification in the Program or by email;
6.3.3 use the Plan Author's name, as well as his trademarks (service marks) and logos for the purposes of advertising the Training Plans Store and advertising the training plans of the Plan Author.
7. LICENSE FEE. CALCULATIONS
7.1. The amount of the license fee for the use of the Functionality of training plan publishing and selling is determined in Appendix №1 to this Agreement.
7.2. The license fee for the sale of training plans is charged from each training plan purchase at the moment of purchase. In the Plan Author's Account is displayed the amount of funds received from the sale of training plans after deduction of the Licensor's fee. The payment obligation of the Plan Author is considered to be fulfilled at the moment of transfer of funds to the transit account of the Licensor in the NCO.
7.3 In case if the withdrawal amount is less than the amount of the fee-free limit of withdrawal, then an additional fee for withdrawal is charged at the moment the Licensor confirms the withdrawal request. The payment obligation of the Plan Author is considered to be fulfilled at the moment the funds are transferred to the Plan Author’s bank card.
7.4 Fee for refund to the Acquirer is charged at the moment the Licensor sends the NCO a request to make a refund to the Acquirer. The fee is paid from the Plan Author’s balance in the Program.
7.5. The parties have agreed that a formal note of granting the non-exclusive license shall not be taken
8. DISCLAIMER OF WARRANTIES AND LIABILITIES
8.1. The Program in full, including the Functionality of training plans publishing and selling, as well as information and materials available on the Website are provided "as is" and without any guarantees
8.2. The Licensor, its employees, representatives, and partners hereby disclaim all warranties regarding the Program in full, including the Functionality of training plans publishing and selling, information and materials provided on the Website, including all implied warranties and conditions of merchantability, fitness for a particular purpose.
The Licensor, its employees, representatives, and partners do not guarantee:
- compliance of the Functionality of training plans publishing and selling with any requirements and expectations of the Author,
- uninterrupted operation of the Functionality of training plans publishing and selling;
- accuracy and reliability of any results that may be obtained when using the Functionality of training plans publishing and selling;
- that the quality of any products, services, information, or other materials purchased or obtained by the Licensee via the Website or the Program will meet his expectations;
- correction of any errors on the Website or in the Program, including the Functionality of training plans publishing and selling
8.3. The Plan Author agrees that under no circumstances the Licensor, its employees, representatives, and partners, 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, the Program or the Functionality of training plans publishing and selling by the Licensee according to its intended purpose or not
- b) the business relations between the Licensee and third parties, formulating recommendations through the Website or the Program,
- c) the delay or inability to use the Website by the Licensee,
- d) 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.,
8.4 If the Plan Author has grounds for receiving compensation from the Licensor, despite the above-stated disclaimer of warranties, the Plan Author may receive compensation only for direct damages in the amount of no more than 500 (five hundred) Rubles. The Plan Author cannot claim compensation for any other damages, including consequential, special, indirect or incidental damages, as well as lost profit damages.
8.4.1. This restriction applies to:
- (а) any issues related to software, its availability, services and content (including code) of third parties’ websites, as well as their applications;
- (b) the claims associated with the violation of a contract, guarantee or essential condition, strict liability, negligence or other civil violation, as well as any other claims, to the extent permitted by applicable law.
8.4.2. This restriction applies even if the Licensor was or should have been aware of the possibility of such damages. The above-mentioned restriction or exclusion may not be applied to you if the legislation of your region, republic, province, county or country does not provide the possibility of exclusion or limitation of liability for incidental, consequential or other damages.
9. VALIDITY PERIOD OF THE AGREEMENT, TERMINATION PROCEDURE
9.1. This Agreement enters into force from the date of its acceptance and is valid until termination by the Parties.
9.2. This Agreement is an offer and according to the current 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 case of revocation of this Agreement by the Licensor 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
9.3. Early termination of this Agreement can be done:
9.3.1 by mutual agreement between the Licensor and the Plan Author.
9.3.2 unilaterally, at the initiative of the Licensor.
10. OTHER CONDITIONS
10.1. The effect of a non-exclusive license under the Agreement applies to all subsequent updates/new versions of the Program.
10.2. By accepting the terms of this Agreement, the Plan Author confirms that he has legal grounds for processing the information belonging to him by using the Program.
10.3. All issues not governed by this Agreement shall be resolved in accordance with the Legislation.
11. THE LICENSOR’S ARBITRATION
11.1. The Plan Author or the Internet users who have complaints about the actions of the particular Plan Author have the right to apply to the Licensor.
11.2. The complaint must be sent to the Licensor at the email address [email protected], or via the Support Portal available at the following address: support.staminity.com with the subject: "Complaint about the actions of the user..." with attached documents confirming the complaint (claims).
11.3. Based on the results of the complaint’s processing, the Licensor 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 Plan Author, in respect of whom the complaint was received.
11.4. The decision of the Licensor on the complaint is final.
12. DETAILS OF THE PARTIES
Limited Liability Company “Staminity”
the city of Moscow
email (general questions): [email protected]
email (program-related questions): [email protected]
APPENDIX 1. TARIFFS
THE AMOUNT OF THE LICENSOR'S FEE FOR THE USE OF THE FUNCTIONALITY OF TRAINING PLAN PUBLISHING AND SELLING BY THE PLAN AUTHOR
Fee to be charged for each purchase of a training plan - 30% of the plan's cost set by the Author
Fee for withdrawal of funds to the card/settlement account of the Author:
- If the withdrawal amount is 3000 RUB and more - free of charge;
- If the withdrawal amount is less than 3000 RUB - 1,5% of the withdrawal amount, but 60 RUB minimum.
Fee for the refund to the Acquirer:
- Fee for each refund - 5% of the plan's cost set by the Author.