SUPPLIER LICENSE AGREEMENT
1 GENERAL PROVISIONS
1.1 GETEXPERIENCE, INC., the company, registered in the United States of America at: 704 N. King Street, Suite 500, Wilmington, DE 19808, USA, acting together with its local operator: "Global Online Travel" Limited Liability Company, registered in the Republic of Armenia with registration number 271.110.1183229 (hereinafter referred to as the "Licensor"), hereby offers to use the Service available getexperience.com (hereinafter referred to as the "Web-site") and further described in section 3 hereof (hereinafter referred to as the "Service") to a Supplier (as defined below, hereinafter also referred to as the "Licensee") under the terms and conditions described herein.
This Agreement (hereinafter referred to as the "Agreement") shall come into force and become legally binding for the Parties (hereinafter referred to as the "Parties") from the moment set out in section 2 hereof.
1.2 Having completed the activities set out in section 2 hereof to gain access to the Service, the Licensee shall be deemed to have accepted the terms of this Agreement in full, without any reservations and exceptions. In case of the Licensee's disagreement with any provision of this Agreement, the Licensee shall not use the Service.
1.3 The Licensor reserves the right to change or modify this Agreement at any time and in its sole discretion and with no prior notice. A new version of this Agreement shall come into effect when posted on the Web-site.
By continuing to use the Service, the Licensee confirms his acceptance of the revised Agreement and all of the terms incorporated therein by reference. The Licensor encourages the Licensee to review the Agreement frequently to ensure that the Licensee understands the terms and conditions that apply when he uses the Service. If the Licensee does not agree to the revised Agreement, the Licensee shall stop to use the Service.
1.4 In this Agreement, the following terms shall have the following meanings:
"Acceptance" means the acceptance by a User of an Offer sent by the Licensee via the Service;
"GetExperience.com Database" means the database organized on the Web-site and mobile application GetExperience, which is a part of the Service;
"Event Participation Agreement" has the meaning given to it in section 3.2 hereof;
"Request" means a User's request sent with the use of the Service to search for a specific Event or to accept the term of an Event participation offered by the Licensee;
"Application" means a form posted on the Web-site and filled by the Licensee at registration on the Web-site;
"Licensor" has the meaning given to it in section 1.1 hereof;
"Licensee" means a Supplier who has entered into this Agreement with the Licensor;
"License Fee" means the consideration payable by the Licensee to the Licensor hereunder for the use of the Service;
"Personal Account" means a closed section of the Service accessible only by its owner (Licensee) and containing the information about the Licensee, service user settings, history of Requests accomplished using the Service, the information on Requests, etc. The Personal Account is also used for communication between the Licensor and the Licensee;
"Offer" means an offer to participate in the Event with indication of certain terms, which is set by the Licensee via the Service or sent in response to the User's Request;
"Event" - means a recreative or educative event held by the Supplier online or offline and offered via the Service for Users participation with the indication of minimum terms: description, date and time, cost and terms of participation;
"Supplier" means a legal entity, an individual entrepreneur or an individual registered in the Service and intending to arrange Events and inviting the Users to participate in such Events via the Service;
"User" means a person or a legal entity interested in participation in Events arranged by the Licensee, and sending a Request via the Service or specified in such Request as an Event participant;
"Web-site" has the meaning given to it in section 1.1 hereof;
"Service" means the Licensor's software which enables the Suppliers to post information about the Events, distributes information about the received Users' Requests to the Suppliers and allows the Suppliers to send Offers to the Users and the Users to accept such Offers;
"No Show Event" is a situation when a User and the Licensee have entered into the Event Participation Agreement, but (i) the Event did not take place for reasons beyond the control of the User, or (ii) the User having the Supplier's confirmation on participation in the Event was not allowed to participate, or (iii) the Event did not comply with the essential terms as they were agreed with the User or specified by the Supplier via the Service;
"Parties" means collectively the Licensor and the Licensee;
"Non-participation" is a situation when an Event Participation Agreement was concluded between the User and the Licensee, and the User paid not less than 30% of the Event Participation Price but did not show up at the Event starting place in time.
"Event Participation Price" is the price payable by the User for a specific Event participation indicated by the Licensee in the Offer.
2 PROCEDURE OF THE CONCLUSION OF AGREEMENT AND GRANTING ACCESS TO THE GETEXPERIENCE.COM SERVICE DATABASE
2.1 The Agreement shall come into force and the Licensee shall be granted access to the GetExperience.com Service Database upon the completion of the following:
(A) The Licensee shall register and pass the authorization process on the Web-site as a Supplier by filling the Application form posted on the Web-site or by authorizing using the data of the Licensee's social media account. The Licensee shall indicate the Licensee's Name, Contact Email Address, Main Telephone Number, specifies bridge languages for the Service and indicates the password for access to the personal Account (also necessary for authorization with social media accounts).
(B) Upon filling the Application form, ticking the box "I agree with the terms of the License Agreement" and selecting "Create Supplier account" button, it shall be deemed that Licensee submitted an irrevocable offer to the Licensor for the conclusion of this License Agreement.
(C) The Licensor shall review the Application submitted by the Licensee and may accept the Licensee's offer, in which case the Agreement shall be deemed concluded between the Parties. The Licensor's acceptance may be done by mere admission of the Licensee to the Service and GetExperience.com Service Database as the Supplier.
(D) In order to gain access to the Personal Account, the Licensee must be authorized on the Web-site in the "Login to account" section, using as the login the e-mail address to which the Licensee will receive notifications of new Requests and the password used for his identification.
(E) The Licensee may upload his own content, videos and photos, related to the Event to be offered to the Users. In this connection the Licensee shall upload only those content, videos and photos, he has the rights to, which do not violate the rights of third parties, and do such uploads independently. In case the Licensee has technical problems with uploading of content, videos and photos, he may send the written request for help to [email protected].
3 DESCRIPTION OF SERVICE
3.1 The Service consist of the provision of informational, technological and financial interaction among Users and the Licensee as described below.
3.2 Through the Service the Licensee shall be given access to User's Requests and will be able to list in the Personal Account information about the Events, including description, terms and conditions of participation, and User admission requirements, if any (age, height/weight, health conditions, driving license, etc.). If the Licensee agrees to provide the Event participation under the terms that are set out in a specific Request, the Licensee sends to the User an Offer via the Service. If the Licensee specified all necessary terms and conditions for a certain Event, including date and time, such terms and conditions shall be considered as an Offer and the User's approval thereof without any amendments or request for additional services shall be considered as an Acceptance. In such case the Licensee may revoke its Offer only if the User does not comply with the User's specifications expressed by the Licensee or the quantity of participants for such Event is limited.
If the User agrees to the Offer received, he sends an Acceptance to the Licensee. Once the Licensee receives the User's Acceptance, the Event Participation Agreement (hereinafter referred to as the "Event Participation Agreement") shall be deemed concluded between the User and the Licensee on condition specified in the Offer, and the Licensee shall provide the User with the Event ticket or otherwise confirm the User's Event possibilities.
3.3 The Event Participation Price referred to a particular Event, which is offered by the Licensee to the User and accepted by the User via the Service, shall be deemed as inclusive of any and all costs referred to the Event participation, until otherwise specified in the Offer.
3.4 The Licensor shall transfer to the Licensee the amounts received from User as payment of Event Participation Price under the End User License Agreement, reduced by the amount of the License Fee, under the terms and conditions specified in Section 5 below.
3.5 The Licensee shall file any claims related to the Event directly to User and resolve disputes with any User independently without involving the Licensor.
3.6 The Licensee agrees to receive advertising messages from the Licensor. The Licensee shall have the right to refuse receiving advertising messages via the Service.
3.7 The Licensee agrees for the photos and videos of the Event uploaded by him in the Services to be used by the Licensor for the purposes of advertising and promotion of the Service.
3.8 The Licensee acknowledges and agrees that:
(A) The Licensee's ability to offer and held the Events does not establish the Licensor as a party of the Event Participation agreement or a User's agent. When the Licensee agrees with a User upon participation in a specific Event and its terms, including the Event Participation Price, he shall be deemed to have entered into a Event Participation Agreement with the User but not with the Licensor.
(B) Due to the nature of the Service provided under this Agreement, the liability of the Licensor is limited to an obligation to accurately transmit the information between the User and the Licensee through the Service as well as transfer to the Licensee all amounts received from the User as the Event Participation Price upon deduction of the License Fee. The Licensor shall not be liable for the credibility of the information passed as well as for the due and in good faith performance of the User's obligations within any Agreements between the Licensee and the User. The Licensor bears no responsibility for any losses including the loss of gains and physical losses and damages in any way determined by the use of the Service.
(C) The Service, the software used for the provision of the Service and other content of the Web-site through which the Service are available (including but not limited to GetExperience.com logo and other logos and registered trademarks) are protected by the Licensor's or third parties intellectual property rights.
(D) There may exist certain technical limitations and restrictions on the Service, which can lead to the inaccessibility of the Service or delays in the transmission of communication at a particular time due to some reasons beyond the Licensor's control.
(E) The Licensee enters into this Agreement at its sole risk and that the Service and any information provided to the Licensee are provided "as is" and "as available".
(F) The relations between the Licensee and the Licensor during the use of Service fall exclusively within the Agreement contained herein. Nothing shall be presumed to indicate that the Licensor and the Licensee have entered into or have agreed to enter into any other Agreement or have any rights and obligations before each other within any other Agreement, unless agreed by the parties otherwise.
4 SUBJECT-MATTER OF THE AGREEMENT
Under this Agreement, the Licensor grants to the Licensee a limited, non-exclusive, non-sub licensable, revocable, non-transferable license to use the Service, and the Licensee is obliged to pay to the Licensor the License Fee in accordance with the terms of this Agreement.
The Licensee is hereby granted a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the respective intellectual property solely in connection with his use of the Service; and (ii) access and use any content, information and related materials that may be made available through the Service, in each case solely for the Licensee's use. Any rights not expressly granted herein are reserved by the Licensor.
5 LICENSE FEE AND PAYMENT PROCEDURES
5.1 The Licensee undertakes to pay the License Fee for access to the Service amounting to 20% of total Event Participation Price specified by the Event Participation Agreement.
5.2 The License Fee shall be subtracted by the Licensor from the amount of the Event Participation Price transferred by the User to the Licensor under the End User License Agreement.
5.3 If full or partial prepayment of the Event Participation Price is stipulated by the Offer, such prepayment shall be made to the Licensor's bank account not later than 24 hour prior to the Event starting time.
5.4 The Licensee transfers to the Licensor the amounts received from the Users towards the Event Participation Price not later than the first business day following the date when Event ends, subject to confirmation of the actual execution of the Event and no No-Show notifications from the Users. If the actual execution of the Event is not confirmed and/or No-Show notifications from the Users received for a certain Event, the Licensor may, without any sanctions, suspend any amounts transfer to the Licensee up to the actual execution of the Event is confirmed as well as no claims from the Users.
5.5 Unless this Agreement provides otherwise:
(A) all payments made by the Licensee under this Agreement shall be made gross, free of right of counterclaim or set off and without deduction or withholding of any kind other than any deductions or withholding required by law; if the Licensee makes a deduction or withholding required by law from any payment, the sum due shall be increased to the extent necessary to ensure that, after the making of any such deduction or withholding, the Company receives a sum equal to the sum it would have received had no deduction or withholding been made;
(B) all payments made by the Licensor shall be deemed to be inclusive of all taxes that may be payable by the Licensee in connection with the payment, and the payment of such taxes are the Licensee's sole responsibility. Under no circumstances shall the Licensor have an obligation to deduct or withhold any tax when making any payment to the Licensee.
5.6 Any payments related to this Agreement, including those related to the Event Participation Price shall be made by the following payment processors under the terms and conditions expressed by such payment processor:
QIWI Bank JSC (processing centre Platron) – for the Licensees registered in Republic of Azerbaijan, Republic of Armenia, Republic of Belarus, Republic of Kazakhstan, Kyrgyz Republic, Republic of Moldova, Russian Federation, Republic of Tajikistan, Republic of Uzbekistan;
TAZAPAY PTE. LTD. (payment system Tazapay) - for Licensees registered in all regions except those specified above.
5.6.1. "Global Online Travel" Limited Liability Company (Republic of Armenia, registration number 271.110.1183229, tax ID 00238516) shall be the Service operator in the following regions: Republic of Azerbaijan, Republic of Armenia, Republic of Belarus, Republic of Kazakhstan, Kyrgyz Republic, Republic of Moldova, Russian Federation, Republic of Tajikistan, Republic of Uzbekistan. In these regions this operator shall perform all the Licensor's obligations and exercise its rights towards the Licensees, including but not limited to making payments under the terms and conditions specified herein.
6 NO SHOW EVENT NON-PARTICIPATION
6.1 In case of a No Show Event, the Licensee shall immediately notify the Licensor.
6.2 In case of No Show Event the Event Participation Price shall be refunded to the User in full, and the Licensor is enabled to withdraw the License Fee amount for such Event Participation from the funds received under the other Licensee's Event Participation Agreements.
6.3 In case of Non-participation no refunds shall be made to the User, until otherwise specified in the Offer.
6.4 In case the User refuses to participate in an Event more than 24 hours before the agreed Event starting time (the less notification period may be specified in the Offer) the Licensor shall repay to the User any amounts received from him towards the Event Participation Price, and no License Fee shall be charged with respect to such Service use. In case the User refuses to participate in an Event less than 24 hours before the agreed Event starting time the Licensor shall transfer to the Licensee 50% of the amounts received from the User towards the Event Participation Price, and no other License Fee shall be charged in respect to such Event Participation.
6.5. In case the Licensee cancels the Event Participation Agreement entered into with the User or does not admit the User to the Event participation, the User shall be repaid with any amounts transferred towards the Event Participation Price either to the Licensor or to the Licensee, and no License Fee shall be charged in respect to such Service use.
7 LICENSEE'S REPRESENTATIONS AND WARRANTIES
7.1 The Licensee represents and warrants at all times that the Licensee continues to use the Service that:
(A) the Licensee has legal capacity under the laws of all applicable jurisdictions and agrees to this Agreement voluntarily, and in particular that:
(i) the Licensee has full power, legal age, authority and capacity to comply with this Agreement and its obligations hereunder;
(ii) the Licensee enters into this Agreement voluntarily and based on its own independent judgment and on advice from independent advisors as the Licensee has considered necessary; and
(iii) if the Licensee enters into this Agreement as a corporation, it is a duly incorporated, validly existing corporation in good standing under the laws of the place in which it is incorporated;
(B) the Licensee's compliance with this Agreement is lawful and its obligations under this Agreement are legally binding and valid, and in particular that:
(i) its entry into, the exercise of its rights and the performance of its obligations under, and conduct of all transactions contemplated by, this Agreement, will not contravene any restriction legally binding on the Licensee;
(ii) it is not a resident or tax resident of, is not domiciled in, and does not otherwise have any relevant connection with any jurisdiction in which entry into or performing the Licensee's obligations under this Agreement is unlawful or restricted in any material way or requires licensing, registration or approval of any kind;
(iii) it is not a resident or tax resident of, is not domiciled in, and does not otherwise have any relevant connection with, any of the restricted regions as set out in section 13 hereof;
(iv) it has obtained any corporate authorizations which may be required for it to fully comply with this Agreement and these remain in full force and effect;
(v) it has obtained any and all consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority or semi-governmental entity required for it to fully comply with this Agreement; and
(vi) it is not bankrupt or insolvent (as applicable) and entry into and performing its obligations under this Agreement will not result in it becoming bankrupt or insolvent (as applicable);
(C) the Licensee has carefully and thoroughly read and understood this Agreement;
(D) the Licensee is and shall always be compliant with this Agreement;
(E) by entering into this Agreement the Licensee has not relied on any representation, warranty, statement, undertaking or conduct of any kind other than as expressly provided in this Agreement;
(F) Licensee specifies the terms and conditions of the Event participation at its own, as well as ensures compliance with such terms and conditions, including providing security for the minor persons and people with disabilities and compliance of the mentioned terms and conditions with the legislation of the country of the Event executioner other applicable law for an online Event;
(G) all information provided by the Licensee (including in the process of registration and authorization for the conclusion of the Agreement and obtaining access to the Service) is true, complete, valid and not misleading in any respect, and it acknowledges and agrees that the Licensor enters into this Agreement with him in reliance on the representations and warranties set out in this section;
(H) the Licensee (i) is not a sanctioned person under the USA regulations following Russia's military aggression against Ukraine, (ii) is not engaged in any dealings or transactions with or for the benefit of any sanctioned person, not intending to use the Service for the benefit of any sanctioned person or for the purposes of the sanctions evasion,
(iii) agrees that all information provided while using the Service, including personal data and technical information, may be checked for the purposes of sanctions compliance.
(I) by uploading content, photos and videos related to the Event offered to the Users the Licensee represents and warrants that he has all rights to those photos and videos and actions with them and does not violate the intellectual property rights of any third parties; the Licensor shall in no way and under no circumstances be liable to third parties in case of alleged violation of their intellectual property rights in respect to any content (including photos and videos related to the Events) uploaded by the Licensee in the Service; in case of receipt by the Licensor of any claims for violation of intellectual property rights of third parties the Licensor in response to such a claim shall have the right and the Licensee acknowledges, consents and authorizes the Licensor to provide those third parties with information about the Licensee who uploaded the disputed content in the Service. All the disputes arisen out of or in connection with the violations hereof shall independently be resolved by the Licensee and any third parties without involving the Licensor.
8 LICENSEE'S ONGOING OBLIGATIONS
8.1 The Licensee shall:
(A) regularly (at least daily) monitor and review any announcements connected with the Service and amendments to this Agreement available on the Web-site;
(B) use the Service only for the purposes and in the manner expressly permitted by this Agreement;
(C) notify the Licensor immediately if any of the representations and warranties made under this Agreement becomes untrue, incomplete, invalid or misleading in any respect;
(D) not engage in any activity that interferes with or disrupts the Service in any way;
(E) keep safe, and be fully responsible for safety of, the information required to access its Personal Account (including login and the password) confidential, secure, intact and under control at all times;
(F) not reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Service except as expressly permitted by the Licensor;
(G) not decompile, reverse engineering or disassemble the Service, except as may be permitted by applicable law;
(H) not link to, mirror or frame any portion of the Service without Licensor prior written consent;
(I) not cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Service or unduly burdening or hindering the operation and/or functionality of any aspect of the Service;
(J) not attempt to gain unauthorized access to or impair any aspect of the Service or its related systems or networks;
(K) not use or reference in any manner the Licensor's names, logos, product and service names, trademarks or Service without Licensor prior written consent;
(L) not otherwise infringe the Licensor's intellectual property rights concerning the Service, the software and any other content of the Web-site through which the Licensee accesses the Service;
(M) observe all applicable laws and regulations in such manner that will, to the best of its knowledge and belief, result in compliance by it and the Licensor in any jurisdiction in which it directly or indirectly uses the Service;
(N) in case the information or documents provided by the Licensee to the Licensor become incorrect, incomplete or obsolete, the Licensee shall immediately notify the Licensor thereof by updating the information or documents contained on his Personal Account or otherwise;
(O) provide promptly such evidence of its compliance with this Agreement as the Licensor may at any time reasonably require;
(P) in case of any claims to the Licensor concerning the Service, send them within 5 (five) business days from the moment of their discovery;
(Q) provide the Licensor with comments and explanations related to the discharge of his obligations set out in this Agreement within 5 (five) business days after the receipt of the Licensor's relevant request;
(R) fulfill the terms of Offer in any circumstances except for the confirmed event of force majeure;
(S) immediately notify the Licensor about a Non-participation by any means guaranteeing the Licensor's receipt of such notification; keep and provide to the Licensor upon demand documentary or audio-visual proofs of the Non-participation;
(T) not engage into any relations with a User secretly from the Licensor with the aim of avoiding the payment of License Fee and do not use any User's data received via the Service otherwise than under the User's consent;
(U) undertake to maintain the up-to-date Event information;
(V) undertake all the necessary insurances, licenses and permits as for their actions and activities in general, and for each of the Events specified into the Service.
9 EXCLUSION OF REPRESENTATIONS AND WARRANTIES BY THE LICENSOR
9.1 The Licensee hereby accepts that, to the fullest extent permitted by law:
(A) no warranty is given in respect of the Service or any information provided to the Licensee; and
(B) the Licensor expressly disclaims all warranties and conditions of any kind, whether express or implied, including: (i) any implied warranties of merchantability, fitness for a particular purpose or non-infringement; (ii) any warranties as to the timeliness, reliability, suitability, sequence, accuracy, adequacy, consistency or completeness of any information provided to the Licensee at any time or from time to time; (iii) any warranties that the access to the Service provided hereunder will be uninterrupted, timely or free from error.
10 LIMITATIONS OF THE LICENSOR'S LIABILITY
10.1 To the fullest extent permitted by law, the Licensor expressly disclaims all liability for any loss whatsoever, and howsoever caused, incurred or suffered by the Licensee or anyone else, and including any loss arising from or in connection with:
(A) any inaccuracy, incompleteness or delay in any information provided to the Licensee;
(B) any malfunction, instability, or another breakdown of any software used by the Licensor for the provision of the Service;
(C) any disclosure, loss, theft, destruction or inaccessibility of the Licensee's Personal Account, password or other data (including the Licensee's or any other persons failure to keep these secure, safe and confidential);
(D) termination of this Agreement at any time and for any reason;
(E) any failure of the Service to be used in any specific way or to meet any specific purpose or requirements;
(F) any war, riots, epidemics, acts of God, restraints imposed by any governmental or semi- governmental or regulatory authority, industrial or trade disputes, fires, explosions, storms, typhoons, floods, epidemics, lightning, earthquakes and natural calamities.
10.2 The Licensor shall have no liability, however arising, for any indirect, incidental, special, exemplary, punitive or consequential damages, including lost profits, lost data, personal injury or property damage arising out of or in connection with the provision of the Service hereunder, or otherwise related to its subject matter, regardless of the negligence (either active, affirmative, sole, or concurrent) of the Licensor, even if the Licensor has been advised of the possibility of such damages.
10.3 The Licensor shall not be liable for any damages, liability or losses arising out of: (i) the Licensee's use of or reliance on the Service or the Licensee's inability to access or use the Service; or (ii) any transaction or relationship between the Licensee and any User, even if the Licensor has been advised of the possibility of such damages. The Licensor shall not be liable for delay or failure in performance resulting from causes beyond the Licensor's reasonable control.
10.4 The Licensor's aggregate liability to the Licensee for any claims for damages (whether under Agreement, tort, warranty, or other law) resulting from, arising out of, or in connection with this Agreement, or otherwise related to its subject matter, will not exceed the 10% of the Event Participation Price payable by the User in connection with the relevant Event.
11.1 The Licensee indemnifies the Licensor against, and agrees to reimburse and compensate the Licensor for, any liability or loss arising from (and any costs incurred in connection therewith):
(A) any breach of this Agreement by the Licensee;
(B) the Licensor exercising, enforcing or preserving its rights, powers or remedies (or considering doing so) with respect to the Licensee in connection with this Agreement;
(C) infringement of any Licensor's or third parties intellectual property rights or other laws in connection with the Licensee's use of the Service and the Web-site and its contents.
12 LICENSEE'S LIABILITY
12.1 The Licensee shall pay a penalty to the Licensor for every case of breach of sections 8.1(S), 8.1(F), 8.1(R), 8.1(M), 8.1(T) hereof.
12.2 The penalty under this Agreement shall be as follows:
(A) for a breach of section 8.1(R) hereof, the amount of the Event Participation Price;
(B) for a breach of 8.1(M) hereof, USD1,000.00;
(C) for a breach of 8.1(F), 8.1(T) hereof, USD10,000.00.
12.3 Any compensation of damages shall not relieve the Licensee of the obligation to pay a penalty provided herein.
12.4 Any payment of a penalty shall not prevent the Licensor to exercise its right to unilateral terminating this Agreement.
13 INTELLECTUAL PROPERTY RIGHTS
13.1 All the objects available on the Web-site including the design elements, text, graphics, illustrations, video, scripts, software, music, sounds as well as other objects and their collections (the "Content"), are intellectual property objects belonging to the Licensor, Licensees, or the Users, and all rights for such objects are reserved.
13.2 By uploading the Content to the Web-site each of the Content's owners warrants to the Licensor that he/she has all the rights for the Content necessary for such disposure.
13.3 No Content shall be copied (reproduced), reworked, shared, showed in frame, published, downloaded, transferred, sold or in any other way used in total or in part without the prior consent of the owner, except the owner explicitly agreed with free Content usage by any person, until otherwise specified hereunder or by the applicable legislation. The Content shall not be reproduced, copied, collected, arranged, stored, transmitted in order to create a database for commercial or non-commercial purposes and/or used in total or in part by any means without the Licensor's consent.
13.4 By making the legally owned Content available on the Web-site the Licensee gives to other users an non-exclusive right to use such Content only for Web-site functioning by means of watching, reproducing (including copying) and other rights only for the purposes of private non-commercial usage, except the cases when such usage inflicts or may inflict injury the owner's legal interests.
13.5 The Licensee also grants to the Licensor the non-exclusive right to use for free the Content uploaded to the Web-site and legally owned by the Licensee, for the purposes of the Web-site functioning as required by the infrastructure and architecture of the Web-site and using the Content in Licensor's promo materials, such as the Web-site interface images, including making such promo materials available to the public. The mentioned non-exclusive right is granted for the period when the Content is available on the Web-site on a worldwide basis. End of the Content availability term and/or the term of the non-exclusive right shall not cause the necessity to make unavailable the Licensor's promo materials containing the Content (including removing from Internet). Licensee hereby agrees that the Licensor is enabled to use the functional and technical Web-site infrastructure that make possible the displaying of the Licensee's Content, at the Licensor's own discretion, including using is for the purposes of advertising' display.
13.6 In case the Licensee removes its Content from the Web-site, the non-exclusive right mentioned in clause 13.5 above shall be automatically revoked, but the Licensor shall keep the right to store the archive Content copies within the necessary term and for the necessity conditioned by the Web-site technical features.
13.7 The Licensor is not enabled to upload or make in any other way available to the public (publish on the Web-site) any other Content than his/her own, such as the Content of any other web-sites, databases and other intellectual property objects, until he/she receives the explicit copyright owner's consent for such actions.
13.8 Any use of the Web-site and Content without the prior written consent of the copyright owner is expressly prohibited, until otherwise is specified hereunder or the explicit consent for such use is given by copyright owner.
13.9 The Licensee is individually responsible for any Content or other information that he/she uploads or by other means makes available to the public (publishes) on the Web-site or by its use. The Licensee is not enabled to upload, transmit or publish the Content on the Web-site, if he/she does not have the respective rights for such actions, which he/she gained or received in accordance with applicable law. The Licensee shall separately, without involving the Licensor, settle any disputes with the third parties arose in relation to the Content use.
13.10 The Licensor may, but does not have to look through the Web-site for the prohibited Content and may delete or move (without warning) any Content or users, at its own discretion, by any reason or without any, including displacement or removal of Content which, at the Licensor own discretion, contravenes with this Agreement, applicable law and/or may infringe the rights, inflict an injury or endanger the safety of other Web-site users or third parties.
13.11 Web-site contains (or may contain) the links to another Internet web-sites (third parties' web-sites) as well as the articles, photos, illustrations, graphics, music, sounds, video, information, applications, software and other Content owned by or originating from the third parties (third parties' Content) that form the intellectual property objects and are reserved by the applicable law.
The mentioned third parties and their Content are not checked up the Licensor for their compliance with any requirements of accurateness, completeness, due care, etc. The Licensor is not responsible for any information available at the third parties' web-sites, which may be reached by the Licensee though the Web-site or the third parties' Content, including but not limited to any opinions or affirmations set out at the third parties' web-sites or in their Content.
13.12 Any links or guidelines for files downloading and/or third parties' software installation available on the Web-site does not mean that such actions are supported or approved by Licensor. Link to any web-site, product, service, any commercial or non-commercial information available on the Web-site does not mean that such products or services are approved or suggested by Licensor.
13.13 In case the Licensee decided to leave the Web-site and go to the third parties' web-sites or use, or install the third parties' software, he/she makes it on his/her own risk, and from that moment this Agreement does not rule the Licensee's actions. For further actions the Licensee shall be governed by the applicable rules and policies, including trade customs of the parties whose Content the Licensee is going to use.
14. RESTRICTED REGIONS
14.1 The Licensee hereby agrees that he will not use the Service to perform Events arranging or other business activities in the following regions:
- Burma (Myanmar);
- Central African Republic;
- Crimean Peninsula;
- Democratic People's Republic of Korea;
- Democratic Republic of the Congo;
- Donetsk and Luhansk Regions of Ukraine;
- Islamic Republic of Iran;
- Republic of Cuba;
- Republic of Guinea;
- Republic of Guinea-Bissau;
- Republic of Sudan;
- Sierra Leone;
- South Sudan;
- Syrian Arab Republic;
15 FORCE MAJEURE
15.1 The Parties shall be relieved from liability for partial or complete failure to fulfill obligations under this Agreement due to force majeure circumstances mentioned at 10.1 (F).
15.2 The Party which faces inability to fulfill its obligations under this Agreement shall immediately, but not later than within one day, notify the other Party on the commencement and cessation of circumstances preventing the Party from fulfillment of its obligations.
15.3 The existence of force majeure circumstances shall be confirmed by a reference (references) prepared by the authorized bodies or organizations.
15.4 The absence of notification or untimely notification of the force majeure circumstances shall deprive the Party of the right to refer to them.
16 ASSIGNMENT AND NOVATION
16.1 The Licensor may assign, transfer, novate or otherwise deal in any manner, all or any part of its rights, remedies, powers, duties and obligations under this Agreement to any person, without the Licensee's consent and in any way the Licensor considers appropriate.
16.2 The Licensee agrees that it may not claim against any assignee, Event Participationer or any other person who has an interest in this Agreement, any right of set off or other rights that the Licensee has against the Licensor.
17 TERM AND TERMINATION
17.1 This Agreement will commence at the moment specified in section 2.1 and shall continue until terminated in accordance with this section 17.
17.2 Notwithstanding any other provision of this Agreement, the Licensor may at any time and for any reason immediately terminate this Agreement as between the Licensee and it without prior notice or need to specify reasons, including if:
(A) the Licensee has breached any provision of this Agreement or acted in a manner which clearly shows that the Licensee does not intend to or is unable to comply with any provision in this Agreement;
(B) the Licensor reasonably considers it is required to do so by the application of any laws or regulations or by any government, quasi-government, authority or public body (including any regulatory body of any jurisdiction); or
(C) the Licensor determines that performing its obligations under this Agreement is no longer commercially viable.
17.3 The Licensor will inform the Licensee of such termination by notice in accordance with section 22.
17.4 The blocking of the Licensee's Personal Account by the Licensor shall be deemed a proper notice of unilateral termination of this Agreement by the Licensor.
17.5 The Licensee may terminate this Agreement unilaterally at any moment by deletion of its Personal Account.
17.6 The termination of this Agreement shall not relieve either of the Parties form their financial obligations accrued by the time of termination.
18 WAIVER OF SET-OFF
18.1 The Licensee acknowledges and agrees unconditionally and irrevocably to waive any right of set-off, netting, counterclaim, abatement or other similar remedy which the Licensee might otherwise have under this Agreement under the laws of any jurisdiction.
19 GOVERNING LAW
19.1 This Agreement is governed by and must be construed in accordance with the law of the State of Delaware, USA.
20 RESOLUTION OF DISPUTES
20.1. Any dispute and controversy, which may arise during the fulfillment hereof, shall be settled, as far as possible, by negotiations between the Parties.
20.2. If there is a dispute between the Parties resulting from, arising out of, or in connection with this Agreement or related to its subject matter, the dispute shall be resolved through judicial procedure in accordance with applicable laws of the State of Delaware, USA.
21 THIRD PARTY RIGHTS
21.1 Any person who is not a party to this Agreement may not enforce nor enjoy the benefit of any provision of this Agreement.
22.1 The Licensee agrees that the Licensor may give notices and communications, under or in connection with this Agreement by announcement on the Web-site or by email to the email address which the Licensee registers to its Personal Account, and that such notice is deemed to be effective and received by the Licensee at the time when it is published on the Web-site, or, if earlier, sent, by the Licensor unless the Licensor promptly receives an automated message indicating failed delivery of that notice.
22.2 Notices to the Licensor may be directed to the email address [email protected] specified on the Web-site.
22.3 The Licensee agrees to receive advertising messages from the Licensor and is able to refuse receiving such advertising messages via the Web-site.
23 NO WAIVER
23.1 No failure or delay on the part of the Licensor to exercise any right, power or remedy under this Agreement will operate as a waiver, nor will any single or partial exercise by the Licensor of any right, power or remedy.
24 REMEDIES CUMULATIVE
24.1 The rights, powers and remedies provided in this Agreement are cumulative and are not exclusive of any rights, powers or remedies provided by law.
25 NO RELATIONSHIP
25.1 This Agreement do not create any kind of partnership, joint venture, advisor, fiduciary, agency or trustee relationship or any similar relationship between the Licensee and the Licensor or any other person or entity.
26.1 If any provision of this Agreement is held to be illegal, void, unenforceable or invalid, whether in whole or part, under the laws of any jurisdiction, that portion will be severed, and such illegality, unenforceability or invalidity will not affect the legality, enforceability or validity of the remaining provisions of this Agreement in that jurisdiction, nor the legality, enforceability or validity of this Agreement in any other jurisdiction. This section 25 has no effect if the severance would alter the basic nature of this document or be contrary to public policy.
27.1 This Agreement is made in English; translations to other languages are for information purpose only and not legally binding. In case of any inconsistency, the English version shall prevail.