Offer on Grant of License
This document is a translation of the Offer on Grant of License in English. In case of conflict between the Russian version of the Offer on Grant of License and this translation - only the Russian version of the Offer on Grant of License is legally binding. The Russian version of the Offer on Grant of License can be found here: https://yandex.ru/legal/partners_oferta_podcast?lang=ru.
This document constitutes an offer of Yandex.Mediaservices Limited Liability Company (hereinafter referred to as the "Licensee") to sign a License Agreement (hereinafter referred to as the "Agreement") with the Right Holder (hereinafter referred to as the "Licensor") under the terms set out below.
Terms and Definitions
For the purposes of this document, the below terms have the following meaning:
Offer means this Offer on License Grant available online at: https://yandex.ru/legal/partners_oferta_podcast.
Content means podcasts, which copyright is vested in the Licensor.
Podcast means an audio recording in the format of a radio broadcast posted on the Licensor’s Website or any other online resource and having a certain periodicity of publication.
Licensor's Website means the Licensor's online information resources.
File means an electronic digital copy of the Content.
Service means an information and entertainment service making the Content accessible to the User via any user device through the Licensee’s websites, services, and products. These include any of the websites owned by Licensee, including websites using the domain name x.yandex.y, where x is any domain name in the domain yandex.y and y is any first- or second-level domain name.
User means any person using the Service.
File Download means the temporary recording (copying) of Files to the memory of any User Device via Software Applications needed to play Files in the Licensee's Software Applications without connecting to the Internet through the Service.
Terms not defined in this Section will have meanings given in the Civil Code of the Russian Federation (Part Four) of December 18, 2006 and other regulatory legal acts of the Russian Federation.
1. Subject of the Agreement
1.1. The Licensor grants to the Licensee, under an ordinary (non-exclusive) license and free of charge, the right to use the Content worldwide, for the term the exclusive right to the Content is protected, as follows:
- Reproduce the Content in computer memory;
- Distribute the Content;
- Make the Content publicly available;
- Download Files to any user devices on a free of charge basis;
- Grant the right to use the Content to the Licensee’s affiliates on a sub-license basis;
- Integrate the Content in advertising materials meant to promote the Licensee's features and products by including it in a complex or composite work. Advertising materials with the Content integrated can then be used as follows: reproduction, distribution, making publicly available, public display, cable or over-the-air transmission.
1.2. The Licensee may only adjust the Content it received from the Licensor under an Agreement signed under the terms of this Offer to convert it into a format required to use it when the Service is provided to Users.
1.3. The Licensee may require copies of documents confirming the Licensor’s right to the Content (extracts from contracts or agreements with the authors). The Licensor undertakes to provide the Licensee with duly certified copies of the said documents no later than five (5) calendar days from the day when the Licensee required such documents.
1.4. Upon termination f the Agreement the Licensee shall cease to use the Content.
2. Warranties of the Licensor
2.1. The Licensor represents and warrants that it has all the necessary powers to grant the right to use the Content to the Licensee.
2.2. The Licensor represents and warrants that the Licensee may fully use the right granted under the Agreement, signed under the terms of this Offer, without violating the third-party rights and current statutory provisions, and that the use of the Content by the Licensee under the terms of this Agreement will entail no obligations to pay remuneration to third parties. The Licensee also warrants that the Content does not contain information that is illegal, harmful, libelous, purposefully misleading or unethical; demonstrates or incites violence, hatred and/or racial, ethnic, sexual, religious or social discrimination; is insulting towards any persons and/or organizations; contains elements of (or promotes) pornography and child erotic materials; advertises or promotes sexual services (including under the guise of other services); or describes the process of manufacturing, application or other use of drugs and similar substances, explosives or other weapons.
In addition, Licensor warrants that the Content contains all necessary instructions, markings, and disclaimers regarding the materials included therein, as required by applicable law.
2.3. If third parties (including the authors and representatives of public bodies) file claims or lawsuits against the Licensee related to the Licensee using the Content by means listed in Section 1 of the Offer (taking into account the representations and warranties specified in clause 2.2 of the Offer), the Licensor guarantees that all the claims or lawsuits will be settled by own efforts and at own expense or, if the law prohibits to settle such claims or lawsuits by, and at the expense of, the Licensor, the latter will reimburse the Licensee for all losses arising out of the said claims or lawsuits, including legal expenses.
3. Content Transfer Procedure
3.1. The Content shall be transferred as follows: the Licensor uploads the Content to the Licensee’s server by sending a link to the file containing the Content via a special form available at: https://forms.yandex.ru/surveys/10271
4. Liability of the Parties
4.1. The Parties are held liable for failure to discharge or improper discharge of their obligations under the Agreement signed under the terms of this Offer in accordance with the laws of the Russian Federation.
4.2. If the Licensor violates the representations and warranties specified in Section 2 of this Offer, the Licensor will fully reimburse the Licensee for losses caused by such violation, including legal expenses, and fines the Licensee paid as respective bodies decided.
5. Acceptance of the Offer and Conclusion of the Agreement
5.1. The Licensor shall accept the Offer by filling in a special form available at https://forms.yandex.ru/surveys/10271 and ticking "I have read the Offer and accept its terms".
5.2. The Offer accepted by the Licensor in accordance with cl. 5.1 of the Offer creates an Agreement (Article 438 of the Civil Code of the Russian Federation) under the terms of the Offer.
5.3. The Agreement becomes effective once the Licensor accepted the Offer and is valid until terminated.
6. Duration of and Amendments to the Offer
6.1. The Offer becomes effective once posted online at https://yandex.ru/legal/partners_oferta_podcast and is valid until the Licensee withdraws the Offer.
6.2. The Licensee reserves the right to amend or withdraw the Offer at any time as it thinks fit. The Licensee shall notify the Licensor of the changes made to the Offer by e-mail address specified by the Licensor when filling out a special form located at https://forms.yandex.ru/surveys/10271 not later than 5 (five) calendar days before the changes come into force. Changes to the Offer come into force after 7 (seven) calendar days from the date of publication of the amended text of the Offer at the address specified in paragraph 6.1 hereof.
6.3. If the Licensor disagrees with the changes made to the Offer, the Licensor shall notify the Licensee by e-mail no later than 3 (three) calendar days from the date of receipt of the notice from the Licensee specified in clause 6.2 of this Offer. From the date of receipt by the Licensee of notice from the Licensee of refusal of the changes made to the Offer, the Agreement concluded between the Licensor and the Licensee shall be deemed terminated.
7. Duration of and Amendments to the Agreement
7.1. The Licensor agrees and acknowledges that amending the Offer will result in amending the Agreement signed and effective by and between the Licensor and the Licensee and these amendments to the Agreement will become effective at the same time as such amendments to the Offer.
7.2. If the Licensee withdraws the Offer while the Agreement is valid, the Agreement is deemed terminated upon withdrawal, unless the Licensee specified otherwise when it withdrew the Offer.
8. Termination of the Agreement
8.1. The Agreement may be terminated at any time upon agreement of the Parties.
8.2. At the initiative of either Party, if the other Party violates the terms of the Agreement, by written notice to the other Party.
8.3. At the initiative of the Licensor with written notice to the Licensee not later than 30 (thirty) calendar days before the date of termination of the Agreement.
8.4. For other reasons set out in this Offer.
9.1. The Agreement, its conclusion, and implementation is governed by the current laws of the Russian Federation. Any issues not covered, or covered incompletely, by the Offer are governed by the substantive law of the Russian Federation. If disputes between the Licensor and the Licensee regarding the Agreement are not resolved by negotiations of the Parties, they shall be filed in court at the location of the Licensee according to applicable legislation.
9.2. A Party may send any notice under the Agreement to the other Party:
9.2.1. by e-mail to the Licensor's address it specified to sign in from the Licensee's e-mail address specified in cl. 10 of the Offer, if the Licensor acts as a recipient, and to the Licensee's e-mail address specified in cl. 10 of the Offer from the Licensor's e-mail address it specified to sign in;
9.2.2. by fax;
9.2.3. by mail with return receipt requested or courier service with delivery confirmation.
9.3. If one or more provisions of the Offer are invalid or unenforceable for any reason, such invalidity does not affect the validity of any other provision of the Offer (Agreement), which remains in force.
9.4. Without contradicting the terms of the Offer, the Licensor and the Licensee may at any time execute a Services Agreement as a written bilateral document.
9.5. In the event of a conflict between the Offer in Russian and its translation, only the Russian version of the Offer will be legally binding.
9.6. The Licensor confirms that the market price of the rights to use the Content transferred under the terms of this Agreement for its entire duration makes 1 (one) ruble.
10. Details of the Licensee:
Name: Yandex.Mediaservices LLC
Place of business: 82, build. 2, Sadovnicheskaya Str., office 10А05, Moscow, 115035, Russia
Phone; fax: (495) 739-70-00; (495) 739-70-70
Date of publication: 09.02.2021
Previous version of the document: https://yandex.ru/legal/partners_oferta_podcast/21122018