License public offer agreement
This license agreement (“Agreement”, “this Agreement”) is concluded between Navypedia LLC (hereinafter “the Licensee”), on the one hand, and you (hereinafter “the Licensor”), on the other hand hereinafter “the Parties”)
TAKING INTO ACCOUNT THAT:
(1) The Licensor (an individual / or legal entity represented by an authorized representative or a person having the appropriate authority on the basis of constituent documents), can enter into such legal relations without restrictions and in accordance with applicable law, warrants that he is the Author and / or owner of the exclusive right (copyright holder) to the Work; or the holder of the rights to use the Work and to grant to the Licensee the rights to use the Work on the terms of the Agreement;
(2) The Licensor intends to grant the Licensee the right to use the Work on the terms of the Agreement;
(3) The Licensee has the opportunity to post the Work on Internet resources in order for it to be used in accordance with the terms of the Agreement,
(4) The Licensee has the right at its sole discretion to post the Work on Internet resources or refuse to post the Work as well as stop using the Work without providing the Licensor with an explanation of the reasons for such refusal to post the Work on Internet resources / such termination of the Work usage.
The Parties have agreed as follows:
(A) The Agreement shall be considered fully and unconditionally accepted in case of implementation of the following actions:
· Confirmation by the Licensor of his familiarization with the text of the Agreement and his consent to all the terms of the Agreement;
· The implementation of registration actions by the Licensor (including actions confirmation) and provision of the Works by the Licensor for placement by the Licensee. By performing these actions, the Licensor agrees to properly fulfill all obligations under this Agreement, assumes full responsibility for compliance with the law (including the protection of intellectual property rights), and also (if the Licensor is an individual) agrees to provide his personal information (personal data) in accordance with the provisions of the Agreement.
The Agreement is considered concluded from the moment the Licensor takes the above actions to accept the Agreement.
(B) Open publication of the Agreement by the Licensee for general information at offer page address shall mean the acceptance by the Licensee of all obligations under the Agreement.
(B) The Parties agreed that this form of the Agreement is used for the convenience of the Parties; the conclusion of the Agreement in this way is a proper registration of the emergence of the rights and obligations of the Parties; does not infringe upon the rights and interests of any of the Parties, and is not in itself a basis for a statement of invalidity or non-conclusion of the Agreement.
In the Agreement and in the Appendixes to it, the Parties agreed with an unambiguous interpretation of the terms and concepts:
Works (each individually - “Work”) —protected results of intellectual activity: texts of literary works (including their translations), their names, forewords, annotations, articles, etc.; graphic images recorded in various (including digital) formats suitable for their reproduction including the manufacture of one or more copies of the Work or its part in any material form including sound recording in a computer memory; and distribution of copies of the Work in any form as well as opening the Work to the public through the Internet or other data transfer networks.
Graphic images – covers, illustrations, photographs, design works, other images.
Authors – authors of the Works (including authors of Graphic images, translators, compilers along with authors of derivatives or composite works).
Catalog – a list of all the Works used by the Licensee (including those provided to the Licensee on the basis of agreements with other Licensors).
Card of the Work – information on the Work posted by the Licensee on Internet resources including cover, title, the name of the author (s), the name of the copyright holder, annotation, and other necessary information.
Author Card – information on the Author posted by the Licensee on Internet resources.
Computer is an electronic device that can connect to the Internet for recording, storing, playing and / or reading, viewing the Work. Moreover, any such device as well as mobile communication devices including, but not limited to: mobile phones, PDAs, smart phones, etc., are also recognized in the text of this Agreement .
Users – individuals or legal entities that have accepted the terms of the Licensee’s user agreements as well as its affiliates’ or its partners’ and have gained access to the Works on Internet resources.
Internet resources – Sites, Mobile applications, other resources at the discretion of the Licensee.
Sites – websites on the Internet, indicated by domain names, the owners (administrators) owned by the Licensee, its affiliates or its partners.
Mobile applications – computer programs, the rights to which belong to the Licensee, its affiliates or its partners; used in mobile phones, smart phones, communicators or other devices through which Users gain access to the Works.
Selling price of the Work - the price at which the Work shall be provided to the Licensee for distribution in print form and which is indicated in the Card of the Work.
Reporting period - a period agreed by the Parties equal to one calendar quarter of the year (three months). The first Reporting period shall start the moment the Licensor starts posting the Works on Internet resources (upon making the decision by the Licensee to post the Works on Internet resources), and ends on the last day of the corresponding calendar quarter of the year.
Report - a document containing information on the use of each Work specified in Clause 1.2. of the Agreement (in the event that the Licensee makes a decision on the Works placement on Internet resources), the amount due to the Licensor by the Licensee at Reporting date and other information agreed by the Parties.
Personal Account - the Licensee’s personal confidential page created by the Licensor on Internet resources, protected by login and password, and which collects statistics on the use of the Works, accrual of fees, the status of settlements and other necessary information on the basis of this Agreement.
All the terms used in the Agreement and not specified above shall be interpreted and carried out in accordance with the text of the Agreement and / or applicable law. In case of ambiguous interpretation of the term in the text of the Agreement and / or in applicable law, one should be guided by the interpretation of the term that has developed on the Internet and in traditional business practice.
The Licensor grants the Licensee, in the amount and subject to the conditions specified in the Agreement, the right to use the Works in the following ways:
1.1. to reproduce each Work an unlimited number of times namely produce an unlimited number of copies of the entire Work or its parts in any material form including, but not limited to printed form; electronic form (including in the form of sound recording if this is separately agreed with the Licensor) in digital and other formats that are known to date and will become known in the future; in optical or other computer-readable form (including in various text formats) by writing to a computer's memory or any material media at the discretion of the Licensee, for the following purposes:
· for the purpose of preliminary acquaintance with the text of the Work and its evaluation for the purpose of subsequent decision on its placement on Internet resources for commercial use by the methods specified in Clause 1.2. of the Agreement;
· for the purposes of placement of the Work on Internet resources for commercial use by the methods specified in Clause 1.2. of the Agreement (in the event that the Licensee makes a positive decision regarding such placement);
· in order to create backup copies of the Work;
· for other legitimate purposes at the discretion of the Licensee.
The rights to use the Works by the methods specified in Clause 1.1. are granted to the Licensee free of charge (without any sums due to the Licensor from the Licensee for such use).
1.2. to inform (make known to the general public) on the Works reproduced by recording in a computer memory in accordance with Clause 1.1. of the Agreement and placed digitally on Internet resources in such a way that any person can access each Work from anywhere and at any time of their choice including interactively in digital networks, the Internet, local digital networks, cellular networks, other means of access to the resources on which the Works are reproduced, by:
1.2.1. displaying (demonstrating) fragments of the Works to Users using technical means for reading the Works in real time ("online"). In this case, loading and temporary local storage (caching) of the Works (fragments of the Works) can be carried out in the RAM of the User’s devise in order to ensure the technical ability of the User to read the Works in real time (“online”);
188.8.131.52. In order to promote the Works, the Licensee has the right to post certain fragments of the Works on the Internet resources in public domain. The size of such fragments should not exceed 25% (twenty five percent) of the volume of the text of the Work.
184.108.40.206. In order to promote graphic works, the Licensee has the right to post copies of the graphic works on the Internet freely accessible for the public, provided that the resolution of the images should not exceed 25% of the original resolution of the image.
1.2.2. providing users with the opportunity to reproduce (copy) the Work (either in whole or in parts) to the device (written to the memory of computer or other devices) of such Users (in digital formats that are known at the date of signing of this Agreement and will be known in the future). In this case each User, who has paid the cost for copying this Work (parts of the Work), shall be provided with an access to the Work (fragments of the Work) with no limitation to the term (including after the expiration of this Work use by the Licensee due to the expiration of the rights to use this Work on the terms of the Agreement or for other reasons). It is allowed to record the same Work (fragments of the Work), paid by the User, into the memory of several devices.
1.3. to distribute the Work reproduced in print or other material form in accordance with Clause 1.1. of the Agreement by selling physical media among the Users (providing Users with the opportunity to purchase copies of the Work through Internet resources) without any restrictions on their circulation.
1.4. The Card of the Work remains at the Licensee’s disposal after the end of the period of this Work use. (The Card of the Work remains available to Users on Internet resources, and the previously reproduced Work remains in the memory of the computer (on the servers) of the Licensee in accordance with Clause 1.1. of the Agreement).
2. The Works shall be provided to the Licensee on the following terms:
· an exclusive license (the Licensor shall not issue licenses to other persons, however the Licensor is not entitled to use the Works to the same extent as obtained by the Licensee under the contract) or
· a simple (non-exclusive) license (with the Licensor retaining the right to issue licenses to other persons).
2.1. The Licensor independently chooses the type of license in relation to each of the Works when submitting the Works.
2.2. The Licensor has the right to change the type of license in relation to the already submitted Works. Those changes come into effect at the beginning of the next calendar month.
3. The Works shall be used in the following territory: the territory of all countries and states of the world.
4. Rights extension for the Works: throughout the term of this Agreement, (see Clause 15. of this Agreement).
5. Remuneration procedure. The Licensor shall pay remuneration for the rights to use the Works provided under the Agreement to the Licensee in accordance with the following procedure and amount:
• 45% of the amounts paid by the end Users for the paid use of the Works provided by the Licensor under the exclusive license in accordance with Clause 1.2.2;
• 45% of the amounts paid by end Users for the paid use of the Works provided by the Licensor under a simple (non-exclusive) license in accordance with Clause 1.2.2;
• 20% of the Selling price of the Works provided by the Licensor under the exclusive license in accordance with Clause 1.3.
The fee shall be calculated based on the amount paid by the Users net of Internet resources commissions as well as indirect taxes applicable at the location of the Users: VAT, sales tax and other indirect taxes.
For the avoidance of doubt, the Licensee decides to post the Works on Internet resources at its sole discretion. The Licensee is obliged to pay compensation to the Licensor only if the Licensor makes a positive decision regarding the placement of the Works or actually place the Works on Internet resources in accordance with Clause 1.2. of the Agreement, and if the Licensee receives money from the Users for gaining access to the Works on Internet resources. The Licensee shall not make any other payments for the use of the Works, and the Licensor is not entitled to demand such payments. If the Licensee decides not to post the Works on Internet resources, the Agreement shall be unilaterally terminated by the Licensee in accordance with Clause 15.3. of the Agreement.
When submitting the Works, the Licensor determines the cost of the paid under an agreement with the Licensee. The Agreement may be concluded in any form, including oral, and shall be deemed concluded if no party has disputed the price agreement within two weeks after the Licensee posted the Work with the indicated price on the website by sending a claim to the Licensee’s email firstname.lastname@example.org
5.1.1. The Retail price set by the agreement shall be considered as the minimum price for the paid use of the Work in accordance with the methods specified in Clause 1.2.2. of the Agreement. The actual price of such paid use may differ from the Retail price, but should not be lower than the Retail price specified by the Licensor.
5.1.2. The Licensor may provide the Licensee with any Works under the Agreement free of charge (without the right to demand any remuneration for such Works) at its sole discretion (including promotion of the Works and Users acquisition). In this case, the Licensee shall also provide the Works to the Users free of charge.
5.1.3. The Licensor shall has the right to offer the change of Retail price for the already submitted Works (including free provision of the Work or setting the Retail price for the Work previously transferred free of charge).
5.2. The procedure for calculating remuneration for the paid use of the Works in the manner specified in Clause 1.2.1. of the Agreement will be defined later, after obtaining the technical ability to provide parts of the Work for online reading.
5.3. The Licensee shall submit to the Licensor a Report on the use of the Works for the Reporting period. In the time before the creation of the technical ability to create a personal account of the Licensor, the Report is submitted in the form of electronic documents, confirmed by screenshots of the admin panel of the site with information about the sales of the Licensor's Works.
5.4. The report for the Reporting period is considered accepted by the Licensor if no substantiated claims sent to the Licensee's email email@example.com
The Licensee shall pay remuneration upon receival of an application submitted by the Licensor. to the Licensee's email firstname.lastname@example.org
5.6. The Licensor may apply for a fee from the Licensee if the amount of the current debt of the Licensee to the Licensor is amounted to at least 1000 Rubles or equivalent amount in other currency. The current debt of the Licensee to the Licensor shall be calculated by adding up all the unpaid remuneration amounts indicated in the Reports accepted by the Licensor and shall be available at the Licensor’s Personal Account.
5.7. The Licensee shall pay remuneration to the Licensor within 10 (ten) banking days after receiving an application. The Licensee shall transfer the Funds to the Licensor's. The Licensee shall not bear any responsibility for non-payments or delays in the payment in case those delays took place due to provision of incorrect (inaccurate) details of the Licensor’s bankcard or untimely provision of the information on their changes by the Licensor.
6. For avoidance of doubt, the Parties agreed that in case the Licensor's remuneration is subject to taxation in accordance with the laws of the state of which the Licensor is a resident, the responsibility for the declaration of income and tax calculation lies with the Licensor. The Licensor shall also transfer such tax amounts independently and at their own expense. The Licensee does not act as a tax agent and shall not transfer any information on the Licensor's income to tax and other government authorities.
7. Licensor agrees that in order to fulfill the Agreement:
7.1. The Licensee has the right to transfer the rights granted under the Agreement (to provide sublicenses) in full or in part to its affiliates, its partners as well as to any other third parties at any time and at its sole discretion (without obtaining additional permission from the Licensor). Such rights may be granted with respect to all and any Works subject to the mandatory conditions of this Agreement, which establish the amount of the Licensor's remuneration as well as the terms and procedure for payment of such remuneration (in case of commutative contract). These conditions mean that the Licensee shall calculate and provide remuneration to the Licensor in accordance with the terms of the relevant Appendix to this Agreement and only in case when the Licensee transfers rights granted to him by the current Agreement to third parties.
7.2. The Licensee has the right to conclude partnership (agency or other) agreements with the owners (administrators) of the corresponding domain names or with other authorized persons managing the Sites or other Internet resources on which the Licensee places the Works for use by the methods specified in the Agreement at its sole discretion.
7.3. The Licensee determines whether to post the Works as well as choose the Internet resources on which the Works shall be posted at its sole discretion. The Licensee may stop using the Works within certain Internet resources and / or transfer the Works to other Internet resources.
8. The Licensor undertakes, certifies and warrants that:
8.1. The Licensor is precisely the person who accepted the terms of this Agreement and shall be obligated to fulfill the requirements for confirmation of the Licensee.
8.2. None of the Works is (neither in general, nor in any part) plagiarized, scandalous or damaging to the rights of third parties, and cannot be considered as ground for legal action.
8.3. The Licensor confirms that he is the holder of the exclusive right (copyright) to the Work, in other words the Work was created by the creative activity of the Licensor (the Licensor is the author of the Work). The Licensor also confirms that at the time of the current Agreement conclusion the Licensor either did not transfer (alienate) the exclusive rights to the Work to any other persons; or that he received the exclusive right to the Work under the license contract or any other legal means; or the Licensor has the right to use and sublicense the Work to the Licensee hereunder in accordance with a license agreement previously concluded with the author or other copyright holder of the mentioned Work.
8.4. The Licensor has all rights to conclude the Agreement, possesses the rights to use the Works by the methods mentioned in this Agreement in accordance with the requirements of the law, and confirms that none of the Works contains copyright material, the rights to which do not belong to the Licensor. If the Licensee receives any claims, compliant, and / or lawsuit in respect of the Works used under this Agreement, the Licensor is obliged to provide the Licensee with all documents available to confirm the Licensor's rights to such Works within 3 (three) business days from the moment of Licensee’s request receival.
8.5. The Licensor guarantees that the use of the Works in accordance with the provisions of the Agreement does not entail a violation of any rights and legitimate interests of third parties.
8.6. The Licensor shall provide the Licensee with complete and reliable information on the Works, the name of the Work, all co-authors along with correct indication of their names (pseudonyms).
8.6.1. The Licensor independently resolves issues related to relations between co-authors of the Works including distribution of income for the use of the Works under the terms of this Agreement. The Licensor guarantees that the fee specified in Clause 5 of this Agreement completely exhausts the Licensor’s right to receive a fee for the use of the Works and that no additional payments to the Licensor or any third parties (including authors, other copyright holders) shall be made by the Licensee.
8.7. The Licensor warrants and bears full responsibility for the compliance of the content and figuration of the Works with the requirements of applicable law.
8.8. The Licensor guarantees that the Works provided in accordance with the Agreement shall not contain viruses, worms, trojans or similar malicious components.
8.9. The Licensor shall provide the Licensee with complete and accurate information on itself and confirms correct indication of its name (pseudonym) for the given Work.
8.10. The Licensor agrees to indicate his email address in an accurate and correct way. In this case, the Licensor shall be fully responsible for the correctness of the email address indicated by him. All messages transmitted by the Licensee to the Licensor at the indicated e-mail address are considered to be duly delivered by the Licensee and received by the Licensor. If for any reason the Licensor's email address shall change, the Licensor shall immediately notify the Licensee. The Licensee shall send all messages to the email address that the Licensor previously indicated unless informed by the Licensor otherwise.
8.11. The Licensor shall keep secret and in no way disclose to third parties the login and password that is used to access the Personal Account (in case the Licensee has created the Personal Account for the Licensor).
8.12. The Licensor undertakes to accurately and correctly indicate his bank details, at which the Licensee shall provide remuneration for the use of the Works (see also Clause 5.6. of the Agreement) to the Licensor. In case of their change, the Licensor shall immediately inform the Licensee thereof.
8.13. The Licensor shall immediately inform the Licensee in the event of a change in the passport and / or other Licensor’s personal data previously communicated to the Licensee.
9. The Licensee undertakes, certifies and warrants that:
9.1. The Licensee has the opportunity to place the Works on Internet resources in accordance with the Agreement.
9.2. The Licensee shall use the Works in accordance with the Agreement.
9.3. The Licensee shall comply with the Licensor's rights to the Works.
9.4. The Licensee warrants that it will not use the Works in any way, except in those ways that are expressly reflected in the Agreement.
10. The Party that has not fulfilled or improperly fulfilled obligations under the Agreement is obligated to compensate the other Party all the losses (justified and documented) that appeared because of such non-performance or improper performance.
10.1. In case of violation of the terms of the Agreement, the Party whose rights have been violated is also entitled to demand recognition of the right, restoration of the situation that existed before the violation of the rights as well as termination of actions that violate the rights or create a threat of its violation.
10.2. In case one of the Parties (hereinafter referred to as the “violating Party”) violates any of the provisions of the Agreement, the other Party (hereinafter referred to as the “injured Party”) has the right to refuse to execute the Agreement either in full or in any part at the discretion of the injured Party and to demand from the violating Party compensation for losses (real damage). Loss of profit shall be in no way refundable under any circumstances.
10.3. In the event that third parties submit legal and justified property claims in connection with the use of the Works to the Licensee, the Licensor shall settle the said claims with said third parties on his own and at his own expense.
10.4. The Licensor declares and warrants that in the event of such claims it (the Licensor) will settle all and any claims (including, but not limited to lawsuits, administrative prosecution, etc.) of third parties on all and any issues related to the use of the Works under this Agreement independently and for own account. In this case, the Licensor will make every possible effort to resolve these claims without involving the Licensee. If the Licensee shall be involved in such legal proceedings (pre-trial, judicial or other), the Licensor shall take all necessary measures to free the Licensee from the need to directly participate in these proceedings (entering on its own initiative as third party on the side of the Licensee, not obstructing the consideration of the case with the Licensor as a defendant, due defendant - in case of adoption by the court of the relevant decision, etc.). In the event that the Licensee suffers any losses related to the foregoing (including all possible reimbursements, compensations, fines, legal costs and expenses, etc.), the Licensor shall indemnify them to the Licensee at the request of the latter within a period not exceeding 10 (ten) business days from the date of relevant requirement receipt from the Licensee.
11. Licensee's limitation of liability.
11.1. The Licensee does not guarantee the uninterrupted and correct operation of Internet resources that operate as is, without any direct or indirect guarantees that Internet resources may or may not be suitable for specific purposes of use.
11.2. The Licensor confirms and it is notified and agrees that the Licensee cannot guarantee the receipt of income from the use of the Works to the extent desired by the Licensor, as this directly depends on the interest in the Works on the part of the Users.
11.3. Under no circumstances shall the Licensee be liable for hacking and / or using the Licensor's email address by third parties as well as for the inoperability of the Licensor's email mailbox.
11.4. Under no circumstances shall the Licensee be liable for the use of the login and password for access to the Personal Account by third parties.
11.5. The scope of liability of the Licensee is limited to the amounts accrued to the Licensor for the use of the Works in accordance with Section 5 of the Agreement.
12. Any of the Parties shall be exempted from liability for failure to perform or improper performance of their duties under this Agreement in the event of force majeure.
12.1. Force majeure means circumstances that are extraordinary, inevitable and unforeseen in nature, excluding or objectively hindering the implementation of this Agreement, the occurrence of which the Parties could not have foreseen and prevented by reasonable measures. For the purposes of this Agreement, such circumstances shall also include: failures in telecommunication and energy networks, actions of malicious programs (viruses) as well as unscrupulous actions of third parties expressed in unauthorized access and / or damaging the software and / or hardware complex of one of the Parties if the Parties have taken the necessary and sufficient measures to prevent them.
12.2. The party that refers to the action of force majeure circumstances shall, in case of technical feasibility, notify the other party in writing of the occurrence of such circumstances within 5 (five) calendar days.
12.3. If the Party that refers to the action of force majeure circumstances has not notified the other Party of the occurrence of such circumstances in the manner provided above, such Party shall lose the right to invoke the action of the above circumstances in case of failure to fulfill its obligations under this Agreement.
If force majeure circumstances are valid for more than 3 consecutive months, each of the Parties has the right to withdraw from this Agreement.
13. The Parties acknowledge that any information transmitted by them to each other under this Agreement (including the terms of calculation and remuneration) is a trade secret with the exception of information not recognized as such by virtue of applicable law.
13.1. The Parties shall not be entitled to disclose this information to third parties without the written consent of the party that owns the information if not otherwise provided by applicable law.
13.2. The Parties are responsible for disclosure of confidential information in the manner prescribed by applicable law.
13.3. Consent to this Agreement automatically means the Licensor‘s consent to provide his personal information (personal data) to the Licensee, its affiliates, partners and other persons under the terms of this Agreement. By submitting his personal data, the Licensor agrees to its storage and processing by the Licensee for an indefinite period in order to fulfill the Licensee's obligations to the Licensor under the Agreement.
13.4. In order to fulfill its obligations under the Agreement the Licensee may collect and store only the necessary personal data of the Licensor. The Licensee may use the personal data of the Licensor for its identification or feedback from the Licensor. When processing personal data, the Licensee takes all necessary and sufficient organizational and technical measures to protect personal data from unauthorized access to them.
13.5. The Licensee has the right to transfer the Licensor’s personal information to third parties only if the Licensor has expressed his consent to such actions; the mentioned transfer is necessary for the Licensee to fulfill its obligations to the Licensor; or the need for such transfer is provided for by applicable law (including in cases related to the violation of the terms of the Agreement by the Licensor). The Licensee may provide information to its affiliates, partners and other persons acting on the basis of agreements with the Licensee to fulfill the terms of the Agreement and such provision shall not be considered a violation of the current Agreement. The transfer of information in accordance with the requirements of applicable law is not considered a violation of obligations under this Agreement.
14. Any disputes and disagreements arising from / or in connection with this Agreement shall be resolved through negotiations between the Parties. If these disputes and disagreements cannot be resolved through negotiations between the Parties, they shall be considered in the appropriate competent court.
15. The contract comes into force from the moment of its conclusion (acceptance by the Licensor) and shall be valid for one (1) year (“Basic Term”). After the expiration of the above mentioned period, the Agreement shall be automatically prolonged for one (1) more year (the “Additional Term”) each time, if neither of the parties declares their desire to terminate it in the following order:
15.1. The Licensor has the right to terminate the Agreement at any time at its sole discretion both in full and in terms of the use of a separate Work by notifying the Licensee thereof no later than 30 (thirty) calendar days before the date of such termination.
15.2. The Licensee has the right to terminate the Agreement at any time at its sole discretion both in full and in terms of the use of a separate Work by notifying the Licensor thereof no later than 30 (thirty) calendar days before the date of such termination.
15.3. The Licensee has the right to immediately and unilaterally suspend the Agreement or terminate the Agreement in the following cases:
· If the Licensor shall detect any violation of Licensor’s obligations, representations and warranties in accordance with Clause 8 of the Agreement;
· If the Licensee shall receive any claims, demands or lawsuits regarding the unlawfulness of the use of the Works from third parties (including government authorities);
· If the Licensee shall adopt a decision on non-placement of the Works on Internet resources;
In these cases, the Agreement shall be deemed terminated from the moment the Licensee sends the appropriate notification to the Licensor at the email address provided by the Licensor.
16. The Licensee is entitled to amend / supplement the text of the Agreement from time to time. Such changes / additions come into force and become binding on the Parties from the moment the Licensee places the updated version of the Agreement. By doing so the Licensee guarantees compliance with all obligations undertaken before (along with the effective date of such amendments / additions) to the Licensor in relation to the posted Works, including the procedure for calculating, accruing and paying the Licensor fees for using these Works.
17. Within the framework of the execution of this Agreement the Parties agreed to communicate by e-mail (the Licensee’s email address used for all and any messages in the framework of the execution of this Agreement: email@example.com). The Licensee may also post information to the Licensor in the Personal Account of the Licensor (if created by the Licensee in accordance with Clause 5.3. of the Agreement).
18. In the event that any provisions of the Agreement are considered invalid or not valid in any part, this will not affect the validity of the remaining provisions, provided that the Agreement can be executed without such invalid provisions.
19. If the Party has not used (or has not fully used) any right given by this Agreement, this will not be construed as a refusal of that Party to use such a right in the future and / or in full.
20. The Agreement including its Appendixes as well as any changes thereto shall constitute the full scope of agreements between the Parties regarding the subject of the Agreement.
Appendix No. 1
The company “Navipedia” LLC (“the Licensee”), on the one hand, and you (“the Licensor”), on the other hand (hereinafter collectively referred to as “the Parties”), have compiled and signed this Appendix to the Agreement, which shall determine the amount of the Licensor's remuneration for using the Works by the Licensee in accordance with the methods specified in Clauses 1.1 and 1.2.1 of this Agreement namely by recording the Works in computer memory for placement on Internet resources and showing (demonstrating) the reproduced Work to Users using technical means for reading in real time (“online”).
1. List of Products, Rates
1.1. The name, quantity and other information (except for calculating the Licensor's remuneration conditions) in relation to the Works used in this Appendix are indicated in paragraph 1 of the Agreement.
1.2. The amount of remuneration that shall be transferred by the Licensee to the Licensor for the use of each Work is calculated by multiplying the number of pages displayed (as defined below) by the Rate (as defined below) and dividing by 1000 (one thousand).
1.3. Page shall be a fragment of an electronic copy of the Work available to the User for reading in the "online" mode with a volume of not more than 30,000 characters.
1.4. The Rate for 1000 page impressions shall amount to at least 30 (thirty) rubles.
1.5. The Licensee may independently change the Rate (upward relative to 30 rubles).
2.1. The Licensee provides the Licensor with round-the-clock access to statistics on the use of the Works posted in the Licensor’s Personal Account.
2.2. The Licensee shall provide the technical possibility of obtaining access to the specified statistics by the Licensor during the entire period of the Agreement.
3. Final provisions
3.1. This Appendix shall be an integral part of the Agreement.
TO THE LICENSE PUBLIC OFFER AGREEMENT
The company “Navipedia” LLC (“the Licensee”), on the one hand, and you (“the Licensor”), on the other hand (hereinafter collectively referred to as “the Parties”), have concluded this Additional Agreement (hereinafter – “the Addendum”, “this Addendum”) to the License Public Offer Agreement (hereinafter referred to as “the Agreement”) as follows:
In the Addendum and its Appendixes, the Parties agreed with an unambiguous interpretation of the terms and concepts (since such terms and / or concepts are not defined in the Agreement):
Part of the Work (Draft) - incomplete (having an unfinished plot) part (parts, chapters) of the Work created by the Licensor under the terms of the Agreement.
All the terms used in the Addendum and not specified above shall be interpreted in accordance with the text of the Addendum and / or the Agreement and / or applicable law. In the absence of an unambiguous interpretation of the term in the text of the Addendum and / or the Agreement and / or in applicable law, one should be guided by the interpretation of the term prevailing on the Internet and in traditional business practice.
1. The Licensor shall create the Parts of the Works, transfer the Parts of the Works to the Licensee as they are created, and grant the Licensee the right to use the Parts of the Work (a list and description of Drafts as well as the creation date, minimum volume of each Draft, the procedure for their transfer to the Licensee, the amount of remuneration for using the said Drafts, the complete Work creation period and / or other conditions in relation to Drafts are available at https://selfpub.ru/books/ by the methods specified in Clauses 1.1 and 1.2 of the Agreement. All other provisions of the Agreement and / or Appendix to the Agreement where the said Works are mentioned also apply to the part of the Work if not otherwise stated in this Addendum.
1.1. Upon completion of the creation of the Work, such complete (full) Work may be used by the Licensee in any ways specified in Clause 1 of the Agreement. All further relations of the Parties shall also be governed by the Agreement and the corresponding Appendixes to the Agreement, unless otherwise specified in the Addendum.
1.2. The Licensor provides the Licensee with the permission to publish Parts of the Works (Drafts) if such Parts of the Works (Drafts) have not been published earlier.
2. The Parties agreed to amend paragraph 2 of Clause 5 of the Agreement in relation to Parts of the Works (Drafts) and to therefore state paragraph 2 of the Clause 5 of the Agreement as follows:
70% of the amounts received by the Licensee in case of the paid use of the Products provided by the Licensor under a simple (non-exclusive) license in accordance with clause 1.2.2;
3. In all other respects, the Parties shall be governed by the provisions of the Agreement, other existing Addendums and Appendixes to the Agreement.
4. In the event of conflict between the provisions of this Addendum and provisions of the Agreement and / or other existing Addendums to the Agreement and / or Appendixes to the Agreement, the provisions of this Addendum shall prevail. For the avoidance of doubt, such a condition applies only to the Parts of Works (Drafts).
5. The Agreement shall enter into force upon signing by both Parties namely the date indicated in the upper right corner of the first page of the document.
6. The Addendum is an integral part of the Agreement, other existing Addendums and Appendixes to the Agreement, is drawn up and signed by the Parties in two copies of equal legal force, one copy for each of the Parties.