This license agreement (“Agreement”, “this Agreement”) is between
Litres OPERATIONS LIMITED, a company established and registered in accordance with the laws of the Republic of Ireland (Registration No. 650295, registered office: 18 MALLOW STREET, CO. LIMERICK, LIMERICK, V94N12Y, IRELAND), hereinafter referred to as the
“Licensee”,
and
You, hereinafter referred to as the
“Licensor”,
and the parties hereto (hereinafter jointly referred to as the
“Parties”)
HAVE ENTERED INTO THIS AGREEMENT IN CONSIDERATION OF THE FOLLOWING:
- The Licensor (a natural person and/or a legal entity represented by an authorised representative or a person having appropriate authority under constitutive documents), under applicable law and without any restrictions on entering into such legal relationships, is the Author and/or the owner of the exclusive right to the Work (rights holder); or holds the right to use the Work and the right to grant the Licensee the right to use the Work in accordance with the terms of this Agreement;
- The Licensor intends to grant the Licensee the right to use the Work under the terms of this Agreement;
- The Licensee has the ability to place the Work on Internet resources for its use under the terms of this Agreement;
- The Licensee is entitled, at its own discretion, either to place the Work on Internet resources or not to place the Work, and also to terminate the use of the Work, without providing the Licensor with any reasons for such non-placement or termination of use.
The Parties have agreed as follows:
(A) The Licensor’s full and unconditional acceptance of the terms of this Agreement occurs when the Licensor performs the following actions:
- the Licensor confirms that he/she is familiar with the text of this Agreement and accepts all terms and conditions of this Agreement;
- the Licensor performs the registration procedures, including any approval procedures, and provides the Works to the Licensee for publication on the SelfPub platform (via the web interface indicated on the Licensee’s website).
By performing the above actions, the Licensor undertakes to duly fulfil all obligations under this Agreement and assumes full responsibility for compliance with the law (including the protection of intellectual property rights).
This Agreement shall be deemed concluded from the moment the Licensor performs the above actions to accept the Agreement.
(B) The placement by the Licensee of this Agreement on the relevant public webpage of the SelfPub platform for the purpose of publishing public information shall constitute the Licensee’s acceptance of all obligations under this Agreement.
(C) The Parties acknowledge that the present form of the Agreement is used for the convenience of the Parties, that concluding the Agreement in this form is an appropriate record of the Parties’ rights and obligations, that it does not infringe the rights and interests of either Party, and that it does not, in itself, constitute grounds for declaring the Agreement invalid or void.
In this Agreement and its Annexes, the Parties agree upon the following clear interpretation of terms and concepts:
Works (each a “Work”) – protected results of intellectual activity, including texts of literary works (including translations), titles, prefaces, summaries, articles, etc.; graphic images recorded in various formats (including digital) suitable for reproduction, i.e. for making one or more copies of the Work or any part thereof in any tangible form, including sound recordings, by saving them into computer memory; as well as the distribution of copies of the Work in any form and communication of the Work to the public via the Internet or other data transmission networks.
Graphic images – covers, illustrations, photographs, design works, and other visual materials.
Authors – authors of the Works (including authors of Graphic Images, translators, compilers or other authors of derivative or composite works).
Catalogue – a list of all Works used by the Licensee (including those provided to the Licensee under agreements with other licensors).
Work Card – information about a Work placed by the Licensee on Internet resources, including the cover, title of the Work, name(s) of the author(s), name(s) of the rightsholder(s), annotation and other necessary information.
Author Card – information about the Author placed by the Licensee on Internet resources (via the author’s profile in the SelfPub account interface).
Computer (Electronic Computing Machine) – an electronic computer capable of connecting to the Internet for recording, storing, reproducing and/or reading and viewing Works. Such devices include, without limitation, mobile communication devices, such as mobile phones, PDAs, smartphones, etc. All such devices shall also be recognised as “Computers” for the purposes of this Agreement.
Users – natural or legal persons who have accepted the terms of the user agreement of the Licensee, its affiliates or partners and who access the Works on Internet resources.
Internet resources – websites, mobile applications and other resources at the discretion of the Licensee (the list of such Internet resources is available on the Licensee’s website).
Websites – websites on the Internet, designated by domain names, whose owners (administrators) are the Licensee, its affiliates or partners.
Mobile applications – computer programs used on mobile phones, smartphones, communication devices, or other devices through which Users access the Works, the rights to which belong to the Licensee, its affiliates or partners, including but not limited to:
- “Litres: Books” mobile application for iOS, Android, Windows Phone, Win8 and other platforms;
- “Litres: Audio” mobile application for iOS, Android, Windows Phone, Win8 and other platforms;
- “MyBook” mobile application for platforms such as iOS, Android, Windows Phone, etc.;
- other Mobile Applications whose rights belong to the Licensee, its affiliates or partners.
Sale Price of a Work – the price at which the Work is transferred to the Licensee for distribution in printed form and indicated on the Work Card.
Reporting Period – a period agreed upon by the Parties and equal to one calendar half-year (six months). The first Reporting Period is determined from the moment the Licensor starts placing the Works on Internet resources (if the Licensee decides to place the Works on Internet resources) and ends on the last day of the corresponding calendar half-year.
Report – a document containing information on: the use of each Work in the ways specified in Clause 1.2 of the Agreement (if the Licensee decides to place the Works on Internet resources); the amount of the fee payable by the Licensee to the Licensor for the Reporting Period; and other information agreed upon by the Parties.
Other terms not defined above may be used in this Agreement, and their interpretation shall be in accordance with the text of the Agreement and/or applicable law. If the text of the Agreement and/or applicable law does not provide a clear interpretation of a term, the interpretation established in the Internet environment and commercial practice shall prevail.
The Licensor grants the Licensee the right to use the Works, the list and description of which are available on the SelfPub platform, in the following ways, to the extent and on the conditions set forth in this Agreement:
To reproduce each Work an unlimited number of times, that is, to reproduce a copy of the Work or any part thereof in any material form, including but not limited to printed form, electronic form (including sound recording if separately agreed with the Licensor), optical or other machine-readable form (including various text formats), by saving a copy of the Work or any part thereof to computer memory, whether digital or otherwise (including various text forms).
A) for the purpose of prior acquaintance with the text of the Work and considering a decision on its placement on Internet resources for commercial use by the methods specified in Clause 1.2 of the Agreement;
B) (if the Licensee makes a positive decision on such placement) for the purpose of placing the Work on Internet resources for commercial use by the methods specified in Clause 1.2 of the Agreement;
C) for the purpose of creating backup copies of the Work;
D) for other lawful purposes at the discretion of the Licensee.
The rights to use the Works in the ways specified in Clause 1.1 are granted to the Licensee free of charge (without the Licensor having the right to demand payment from the Licensee for such use).
1.2. To make the Works, reproduced in computer memory and placed in digital form on Internet resources in accordance with Clause 1.1 of this Agreement, available (communicated to the public) in such a way that any person can access each Work from any place and at any time of their choice, including in interactive mode, through digital networks, including the Internet, local digital networks, cellular networks and other means of access to the resources where the Works are reproduced, as follows:
1.2.1. By displaying (showing) fragments of the Works to Users using technical means to read the Works in real time (“online”). At the same time, downloading of the Works (fragments of the Works) into the RAM of Users’ equipment and temporary local storage (caching) thereof may also occur for the purpose of reading the Works by Users in real time (“online”);
1.2.1.1. The Licensee has the right to make parts of the Works freely available on Internet resources for the purpose of promoting the Works. The size of such fragments may not exceed twenty-five percent (25%) of the text of the Work.
1.2.2. To provide Users with the possibility to reproduce (copy) the Work (both in full and in individual parts) on such Users’ equipment (by saving it into the memory of computer terminal equipment or other devices) in digital formats known on the date of signing this Agreement and those that may become known in the future. Access to the Work (parts of the Work) shall also be provided without time limitation to each User who has paid the price for copying such Work (parts of the Work), including after the Licensee’s right to use the Work under this Agreement expires or if it ceases to use the Work for other reasons. The same Work (parts of the Work) paid for by a User may be saved in the computer memory of multiple devices.
1.3. To distribute Works reproduced in printed or other material form in accordance with Clause 1.1 of the Agreement, without any limitation of print-run, by selling the reproduced material media to Users (providing Users via Internet resources with the opportunity to acquire copies of the Works).
1.3.1. Independently and/or through third parties (including affiliates of the Licensee), at its discretion, to submit copies of the Works to the competent authorities for the purpose of obtaining the necessary certificates, other documents and/or other legal acts in accordance with applicable law.
1.4. The Work Card remains at the disposal of the Licensee even after the expiration of the period of use of the Work. (The Work remains available to Users on Internet resources, and the Work previously reproduced in accordance with Clause 1.1 of the Agreement remains in the memory of the Licensee’s computers (servers).)
1.5. The procedure and conditions for granting rights to Sound Recordings are set out in Annex 1 to this Agreement.
2. The Works are made available to the Licensee under the following conditions:
A) an exclusive licence (without the Licensor having the right to grant licences to others; at the same time, the Licensor has no right to use the Works itself to the extent to which the right to use the Works is granted to the Licensee under this Agreement);
B) a simple (non-exclusive) licence (the Licensor retains the right to grant licences to others).
2.1. The Licensor independently chooses the type of licence for each Work when providing the Works (via the SelfPub interface, in accordance with the relevant licence selection procedures).
2.2. The Licensor has the right to change the type of licence for Works already provided. Changes enter into force from the beginning of the next calendar month.
3. Territory where the use of the Works is permitted: the territory of all countries and states of the world.
4. Term of use of the Works: for the duration of this Agreement (see Clause 15 of this Agreement).
5. Procedure for calculating the fee and paying it to the Licensor. For the rights to use the Works granted under this Agreement, the Licensee undertakes to pay the Licensor a fee in the following amount:
5.1. Licensor’s fee rates and the procedure for their application:5.1.1. Basic Fee Rate:A. Rights to Works placed in the form of electronic texts:
– 50% of the amounts paid by end Users for the compensatory use of Works provided by the Licensor under a simple (non-exclusive) licence in accordance with Clause 1.2.2;
B. Rights to Phonograms (Sound Recordings) of the Works:
– in the case of paid use of the Works provided by the Licensor under the terms of a non-exclusive licence in accordance with Clause 1.5, 50% of the amounts paid by end Users.
5.1.1. The basis for the calculation of the fee is the amount paid by Users, less the commissions of the Internet resources, as well as indirect taxes (VAT, sales tax and other indirect taxes) applicable at the Users’ location.
For the avoidance of doubt, the Licensee decides at its own discretion whether to place the Works on Internet resources. The Licensee’s obligation to pay a fee to the Licensor arises only if the Licensee makes a positive decision regarding the placement of the Works, the Works are actually placed on Internet resources in accordance with Clause 1.2 of the Agreement, and the Licensee receives payment from Users for access to the Works on Internet resources. The Licensee shall not make any other payments for the use of the Works, and the Licensor shall not be entitled to demand any other payments. If the Licensee decides not to place the Works on Internet resources, this Agreement shall be unilaterally terminated by the Licensee in accordance with Clause 15.3 of this Agreement.
When providing the Works, the Licensor independently determines the price for the paid use of the Works by the methods specified in Clause 1.2.2 of the Agreement (hereinafter referred to as the “Retail Price”). The procedure for determining the Retail Price by the Licensor is described in the relevant pricing rules published on the SelfPub platform.
5.1.2. The Retail Price set by the Licensor shall be regarded as the recommended price for the use of the Work by the methods specified in Clause 1.2.2 of the Agreement. The actual price for the use of the Work by the methods specified in Clause 1.2.2 may differ from the Retail Price if the Work is included in marketing campaigns to stimulate customer demand.
5.1.5. The Licensor may, at its sole discretion (including for the purposes of promoting the Works and attracting Users), provide Works covered by this Agreement to the Licensee free of charge (without the right to claim a fee for such Works). In such cases, the Licensee shall also provide such Works to Users free of charge.
5.1.6. The Licensor has the right to change the value of the Retail Price in respect of Works already provided (the Licensor may decide to provide Works free of charge or to set a Retail Price for Works previously provided free of charge).
5.2. The Licensee undertakes to provide the Licensor with usage statistics for the Works (Report) for the Reporting Period. This Report is submitted to the Licensor within 15 (fifteen) business days following the end of each Reporting Period in the Licensor’s Personal Account (the Licensor’s Personal Account is created by the Licensee if the Licensee decides to use the Works and place the Works on Internet resources).
The Licensee also provides the Licensor with access to online (real-time) statistics in the Personal Account reflecting information on the use of the Works during the current period.
5.3. The Report for the Reporting Period shall be deemed accepted if the Licensor does not submit any justified complaints through the feedback form on the SelfPub platform within 5 (five) business days.
5.4. Payment of the fee shall be made by the Licensee on the basis of an application submitted by the Licensor. The application procedure is described in the statistics/royalty section of the SelfPub platform.
5.5. The Licensor may apply for payment if the Licensee’s current debt to the Licensor is at least the
minimum payout threshold indicated in the Licensor’s Personal Account. The Licensee’s current debt to the Licensor is calculated by summing up all unpaid fee amounts specified in the Reports accepted by the Licensor and available in the Licensor’s Personal Account.
5.7. The Licensee shall pay the Licensor’s fee within 45 (forty-five) banking days from the date of receipt of the Licensor’s application. Payment of the Licensor’s fee shall be made in freely convertible currency (euro and/or US dollars). Funds shall be transferred to the bank details specified by the Licensor when submitting the application. If the Licensor provides incorrect (inaccurate) details or fails to notify the Licensee of changes in a timely manner, and such circumstances result in the impossibility or delay of the transfer of funds, the Licensee shall not be liable for non-payment or delay of such funds.
5.8. The Licensee shall have the right to delegate the performance of its monetary obligations towards the Licensor to any third party (including, but not limited to, affiliates of the Licensee). In such case, the Parties agree that payment of the Licensee’s monetary obligations to the Licensor by any third party shall be deemed to have been duly made by a person authorised by the Licensee, and the Licensor shall be obliged to accept such performance.
6. In order to avoid any misunderstanding, the Parties agree that if the Licensor’s remuneration is subject to tax under the laws of the Licensor’s state of residence, the Licensor shall be responsible for declaring income and calculating such taxes, and the Licensor shall transfer the tax amounts independently and at its own expense. The Licensee does not act as a tax agent and does not transmit information about the Licensor’s income to tax or other governmental authorities.
6.1. The Licensee shall have the right, at its sole discretion, to make technically justified corrections/changes/additions to the texts, design elements, etc. accompanying each Work, without in any way interfering with the artistic content (text/sound recording) of the Works, including but not limited to:
- marking the product with information signs and/or textual warnings about restrictions on the distribution of the Work to children (age restrictions) and/or adding warnings regarding explicit language in the Work and/or making the necessary changes to the above information in accordance with legal requirements;
- removing duplication of the following data from the text of the Work: title, name of the author and/or performer (for Audiobooks), description, table of contents, publisher information, etc.;
- including reasonable comments regarding the author’s writing and/or warnings in the summary or other relevant informational section to the effect that the Licensee is not responsible for information provided by the Licensor;
- making any other corrections/changes/additions necessary for the above purposes.
7. For the purposes of this Agreement:7.1. The Licensee may, at any time and at its own discretion (without obtaining additional consent from the Licensor), transfer (sublicense) the rights granted under this Agreement in respect of any Works, in whole or in part, to its affiliates, partners and other third parties, subject to the terms and conditions of this Agreement governing the amount of the Licensor’s fee and the terms and procedure for paying such fee (if the Agreement provides for a fee). These conditions mean that, upon the transfer of rights by the Licensee to third parties, the calculation and payment of the Licensor’s fee under this Agreement shall be made by the Licensee in accordance with the terms of the relevant Annexes to this Agreement.
7.2. The Licensee shall have the right, at its discretion, to enter into joint (agency or other) agreements with the owners (administrators) of the relevant domain names or other persons operating websites or other Internet resources where the Licensee posts Works for use in the manner specified in this Agreement.
7.3. The Licensee shall, at its own discretion, determine whether to place the Works and on which Internet resources they will be placed; the Licensee may also terminate the use of the Works on particular Internet resources and/or move the Works to other Internet resources.
8. The Licensor undertakes, represents and warrants that:8.1. The Licensor is the person who has accepted the terms and conditions of the Agreement under which the Licensee undertakes to fulfil the approval requirements (as described in the SelfPub registration procedures).
8.2. None of the Works constitutes plagiarism (in whole or in part), contains defamation, violates third-party rights, or gives grounds for legitimate legal action.
8.3. The Licensor is the holder of the exclusive right to the Work (rightsholder), meaning that the Work was created by the creative work of the Licensor (the Licensor is the author of the Work) and, at the time of concluding this Agreement, the Licensor has not transferred (alienated) the exclusive right to the Work to other persons, or the Licensor has obtained the exclusive right to the Work under an assignment agreement or other legal grounds, or the Licensor has the right to use the Work under a licence agreement.
8.4. The Licensor holds all rights necessary to enter into this Agreement; the rights to use the Works in the manner provided for in this Agreement have been acquired by the Licensor in accordance with legal requirements; none of the Works contains any copyrighted material to which the Licensor does not hold rights. If the Licensee receives any claim, demand and/or lawsuit regarding the Works used under this Agreement, the Licensor shall provide the Licensee with all documents confirming the Licensor’s rights to such Works within 3 (three) business days from the date of receipt of the Licensee’s request.
8.5. The Licensor guarantees that the use of the Works in accordance with this Agreement does not entail any infringement of rights or legitimate interests of third parties.
8.6. The Licensor undertakes to provide the Licensee with complete and accurate information about the Works, including the title of the Works and the correct indication of all co-authors (including the correct indication of pseudonyms).
8.6.1. The Licensor shall independently resolve all issues concerning relationships among co-authors of the Works, including the distribution of income from the use of the Works under this Agreement among co-authors. The Licensor guarantees that the fee specified in Clause 5 of this Agreement fully exhausts the Licensor’s right to receive remuneration for the use of the Works, and that no additional payments will be made by the Licensee to the Licensor or to any third parties (Authors, other rightsholders).
8.7. The Licensor guarantees that the content and design of the Works comply with applicable local laws and is solely responsible for this; the Licensee accepts no responsibility in this regard.
8.8. The Licensor guarantees that the Works provided in digital formats under this Agreement will not contain viruses, worms, trojans or similar malicious components.
8.9. The Licensor undertakes to ensure that third parties (other licensees) who use the Works under licence agreements with the Licensor offer the Works to their users on the same terms as the Licensee; the price of the Works offered by such other licensees to their users must not be lower than the minimum price for the Works set by the Licensee. If the Licensee becomes aware that the price of the Works sold by other licensees is lower than the minimum price for the Works set by the Licensee, the Licensee may (upon prior notice to the Licensor and if the Licensor fails to take appropriate action within 24 hours after receipt of such notice) reduce the minimum price of the Works specified in the relevant Schedule to this Agreement to the price of similar Works provided by other licensees. From the moment the Licensee sets this new value of the Work on the above grounds, the Licensor’s fee (under this Agreement and its Annexes) shall be calculated based on this adjusted minimum value of the Work. In such cases, a notice sent by the Licensee to the Licensor’s e-mail address shall be deemed duly given. To substantiate these facts, the Licensee shall attach relevant screenshots or other evidence to such notice.
8.10. The Licensor undertakes to provide the Licensee with complete and accurate information about himself/herself and to correctly indicate his/her name (pseudonym) as it appears in the Work.
8.11. The Licensor undertakes to indicate his/her e-mail address correctly and completely. The Licensor is solely responsible for the accuracy of the e-mail address specified. All messages sent by the Licensee to the Licensor to the e-mail address indicated by the Licensor shall be considered duly delivered by the Licensee and received by the Licensor. If the Licensor’s e-mail address changes for any reason, the Licensor shall promptly notify the Licensee. Until the Licensor notifies the Licensee of such change, the Licensee shall send all communications to the previously provided e-mail address.
8.12. The Licensor undertakes to keep the username and password to access the Personal Account confidential and not to disclose them to third parties (if a Personal Account has been created by the Licensee for the Licensor).
8.13. The Licensor undertakes to correctly and completely specify the bank details through which the Licensee pays the Licensor for the use of the Works (see also Clause 5.7 of the Agreement). In the event of any change in this information, the Licensor undertakes to promptly notify the Licensee.
9. The Licensee undertakes, declares and guarantees that:9.1. The Licensee has the ability to place the Works on Internet resources in accordance with this Agreement.
9.2. The Licensee undertakes to use the Works in accordance with this Agreement.
9.3. The Licensee undertakes to respect the Licensor’s rights in the Works.
9.4. The Licensee guarantees that it will not use the Works in any ways other than those expressly provided for in this Agreement.
10. A Party that fails to fulfil or improperly fulfils its obligations under this Agreement shall be obliged to compensate the other Party for any damages (reasonable and documented) resulting from such non-fulfilment or improper fulfilment.
10.1. In the event of a breach of the terms and conditions of this Agreement, the Party whose right has been violated shall also have the right to demand recognition of the right, restoration of the situation existing prior to the violation, and cessation of any actions that infringe or threaten to infringe such right.
10.2. If one of the Parties (hereinafter the “Breaching Party”) breaches any provision of this Agreement, the other Party (hereinafter the “Aggrieved Party”) shall have the right, at its discretion, to refuse to perform this Agreement in whole or in part and to claim compensation for losses (actual damages) from the Breaching Party. Loss of profit shall not be compensated under any circumstances.
10.3. If third parties make legitimate and justified proprietary claims against the Licensee in connection with the use of the Works, the Licensor undertakes to settle these claims with such third parties at its own cost and expense.
10.4. The Licensor represents and warrants that it will resolve, at its own cost, all claims of third parties (including, but not limited to, lawsuits, administrative proceedings, etc.) relating to any issue arising from the use of the Works under this Agreement, should such claims arise. The Licensor shall use its best efforts to resolve such claims without involving the Licensee. In the event of the Licensee’s involvement (pre-trial, judicial, or other proceedings), the Licensor will take all necessary measures to relieve the Licensee from the obligation to participate directly in these proceedings (for example, by entering the proceedings on its own initiative as a third party on the side of the Licensee, by not obstructing the proceedings involving the Licensor as a co-defendant, by duly joining as a defendant pursuant to a court decision, etc.). If the Licensee suffers losses in this connection (including any compensation, restitution, fines, court costs and expenses, etc.), the Licensor undertakes to reimburse the Licensee for such losses upon the Licensee’s request within a period not exceeding 10 (ten) business days from the date of receipt of the relevant request from the Licensee.
11. Limitation of liability of the Licensee.11.1. The Licensee does not guarantee uninterrupted and error-free operation of the Internet resources, which are operated on an “as is” basis without any express or implied warranties as to their fitness for a particular purpose.
11.2. The Licensee acknowledges and agrees that it cannot guarantee that the Licensee will receive income from the Works in the amount desired by the Licensor, since this directly depends on Users’ interest in the Works.
11.3. Under no circumstances shall the Licensee be liable for hacking and/or use of the Licensor’s e-mail address by third parties, or for malfunctioning of the Licensor’s e-mail account.
11.4. Under no circumstances shall the Licensee be liable for the use by third parties of the username and password to access the Personal Account.
11.5. The scope of the Licensee’s liability is limited to the amounts of fees accrued to the Licensor for the use of the Works in accordance with Section 5 of the Agreement.
12. Either Party shall be exempt from liability for failure to perform or improper performance of its obligations under this Agreement in the event of force majeure.
12.1. Force majeure means extraordinary, unavoidable, and unforeseeable circumstances that exclude or objectively prevent the performance of this Agreement and that the Parties cannot foresee or prevent by reasonable measures. For the purposes of this Agreement, this also includes failures in telecommunication and energy networks, as well as the actions of malicious software (viruses), and – provided the Parties have taken the necessary and adequate measures to prevent them – wrongful acts of third parties expressed in the form of unauthorised access to and/or disabling of a Party’s software and/or hardware system.
12.2. The Party referring to force majeure shall, if technically feasible, notify the other Party in writing of the occurrence of such circumstances within 5 (five) calendar days.
12.3. If the Party invoking force majeure fails to notify the other Party of the occurrence of such circumstances as described above, such Party shall lose the right to refer to the consequences of such circumstances in case of non-performance of its obligations under this Agreement.
If force majeure lasts for more than three consecutive months, either Party shall have the right to withdraw from this Agreement.
13. The Parties agree that any information they exchange under this Agreement (including the conditions for calculation and payment of the fee), excluding information that is not recognised as such under applicable law, shall be considered a trade secret.
13.1. The Parties shall not disclose such information to third parties without the written consent of the Party that owns the information, except in cases provided for by applicable law.
13.2. The Parties shall be liable for disclosure of confidential information in the manner provided for by applicable law.
13.3. The Licensee collects and stores only such personal data of the Licensor as are necessary for fulfilling its obligations under this Agreement. When processing personal data, the Licensee shall take necessary and sufficient organisational and technical measures to protect personal data against unlawful access.
14. Any disputes and disagreements arising from or in connection with this Agreement shall be resolved through negotiations between the Parties. If such disputes and disagreements cannot be resolved by negotiations, they shall be submitted to the competent court in accordance with applicable law.
15. This Agreement enters into force upon its conclusion (acceptance by the Licensor) and shall remain in force for a period of one (1) year (“Main Term”). Upon expiry of the above period, the Agreement shall be automatically renewed each time for an additional one (1) year period (“Additional Term”), unless either Party expresses a desire to terminate it in accordance with the following procedure.
15.1. The Licensor shall have the right, at its discretion, at any time to apply for termination of this Agreement, either in full or in respect of the use of a single Work, by notifying the Licensee (by using the “Remove from sale/Withdraw” functionality in the Personal Account or by other means indicated in the Personal Account) no later than 14 (fourteen) days prior to the date of such termination. During the period of consideration of the application for termination of the Agreement, the Work may remain available to Users of the platform.
15.1.1. The Licensor shall have the right, at its discretion and at any time during the consideration period referred to in Clause 15.1, to withdraw the application for termination (for example, by cancelling the “Remove from sale” request in the Personal Account).
15.2. The Licensee shall notify the Licensor in writing (to the e-mail address provided by the Licensor) that it has received the Licensor’s application for withdrawal.
15.2.1. The Licensee shall have the right to clarify, via messages in the Personal Account or by e-mail, the reasons for termination indicated in the application to withdraw the Work from sale and, at its discretion, to submit an individual proposal to the Licensor for promotion of the Work specified in the withdrawal request. Such individual proposal shall be sent in writing to the e-mail address indicated by the Licensor in the Personal Account.
15.2.2. If the Licensor accepts the individual proposal from the Licensee, the Licensor shall notify the Licensee in writing by e-mail no later than 14 (fourteen) calendar days from the date on which the withdrawal request consideration period (referred to in Clause 15.1) comes to an end.
15.2.3. Acceptance by the Licensor of the individual proposal from the Licensee shall automatically cancel the request to withdraw the Work from sale.
15.3. The Licensee shall have the right to immediately suspend or unilaterally terminate this Agreement in the following cases:
- the Licensor’s breach of its obligations, representations and warranties under Clause 8 of this Agreement;
- receipt of any claims, demands or lawsuits from third parties (including authorities) concerning unlawful use of the Works;
- the Licensee’s decision not to place or to cease placing the Works on Internet resources.
In such cases, the Agreement shall be deemed terminated from the moment the Licensee sends a corresponding notice to the Licensor to the e-mail address indicated by the Licensor.
16. The Licensee shall have the right to amend or supplement the text of this Agreement from time to time. Such amendments/supplements shall become effective and binding upon the Parties from the moment the Licensee publishes the updated version of the Agreement on the relevant webpage. At the same time, the Licensee undertakes to comply with all obligations previously assumed in respect of the Works published before the effective date of such amendments/supplements, including the procedure for calculation, accrual and payment of the fee payable to the Licensor for use of the Works.
17. The Parties agree to communicate under this Agreement by e-mail (the Licensee’s e-mail address for all communications under this Agreement is the support e-mail specified on the Licensee’s website) and by sending notifications to the Licensor’s Personal Account (if a Personal Account has been created by the Licensee in accordance with Clause 5.3 of this Agreement).
18. If any provision of any part of this Agreement is held invalid or unenforceable, such circumstance shall not affect the validity of the remaining provisions, provided that the Agreement can be performed without the invalid provisions.
19. The failure of either Party to exercise (or to exercise fully) any right granted under this Agreement shall not be construed as a waiver of such right in the future and/or a waiver of its full exercise.
20. This Agreement, its Annexes and any amendments thereto constitute the entire agreement between the Parties with respect to the subject matter hereof.