This License Agreement (hereinafter referred to as the “Agreement”) shall govern the relations by and between My.com B.V., hereinafter referred to as the “Company”, a legal entity duly established and operating under the legislation of the Netherlands, with its registered office: Barbara Strozzilaan 201, 1083 HN, Amsterdam, the Netherlands, and You, hereinafter referred to as the “Licensee”, with respect to using of a computer program (hereinafter referred to as the “Mediator”) under the following terms and conditions:
1. Terms used in this Agreement:
1.1. “Mediator” shall mean a computer program named Mediator enabling the Licensee to automatically acquire the analytical data on website traffic as well as other data (hereinafter referred to as the “Data”) after installation of the Script on the Licensee’s website.
1.2. “Content” shall mean text, graphics, multi-media and other materials published on the website.
1.3. “Personal Account” shall mean a closed area of the web-site https://mediator.media/en/ (hereinafter referred to as the “WEB-SITE”) within the framework of which the Licensee is granted access to the Data. To sign in the user shall enter the unique login and password (login data) specified by the Licensee when registering on the WEB-SITE.
1.4. “Licensee” shall mean a legal entity being a party hereto.
1.5. “Company” shall mean a licensor providing the Licensees with the right to use the Mediator under the terms and conditions of non-exclusive license, and making available to the public, presenting, operating, maintaining, and administering the Mediator. In accordance herewith the Licensor shall grant the right to use the Mediator and access thereto to the Licensees. The Licensor shall be a party hereto.
1.6. “Visitor” shall mean any person viewing the Content published on the Licensee’s Website.
1.7. “Website” shall mean a resource administered by the Licensee (website, mobile website) capable of providing the Licensee with statistics through the Mediator.
1.8. “Domain name” shall mean a name serving to identify the Internet sites and the network resource hosted thereon (for example, websites or webmail) in a user-friendly format.
1.9. “Script” shall mean a script unique for each domain to be provide by the Company to the Licensee for using the Mediator. The Licensee shall install the said script on the Website in accordance with the Company’s instructions for the Data acquisition.
1.10. “Additional Features” shall mean the additional functional (software) capabilities of the Mediator; the Licensee is granted the right to use it for a valuable consideration amount and payment conditions of which shall be determined by Section 6 of the Agreement.
2. Subject of the Agreement
2.1. In accordance with this Agreement the Company shall provide the Licensee a worldwide, non-exclusive royalty-free (except Additional Mediator Features) license to reproduce and use Mediator under the terms and conditions and in accordance with the procedure stipulated in the Agreement unless otherwise provided herein. The Mediator shall enable to acquire the data on the Licensee’s Website traffic (including web- and mobile version) through publishing of the Script on the Licensee’s Website.
2.2. The Mediator has fundamental and additional features. Fundamental features may be provided free of charge subject to the Licensee’s compliance with the terms and conditions listed in Section 3 hereof. The Licensee shall be granted the right to use the Additional Features for a valuable consideration procedure for payment of which shall be determined by this Agreement. Description of the Additional Features is available at: https://mediator.media/en/.
3. Terms, conditions, and procedure for joining to the Agreement and using the Service
3.2. Placement of the User’s order on the WEB-SITE and/or obtaining of the Script, and/or publication of the Script of the Licensee’s Website, and/or using of any Mediator feature testify to the Licensee’s unconditional consent to all the Applicable Rules. The Licensee shall either comply with the said rules or stop using the Mediator having deleted the Script from the Licensee’s Website.
Upon each access and/or actual use of the Mediator the Licensee shall agree with the terms and conditions hereof in the version in force as at the date of actual use of the Mediator. The Company shall retain the right to amend the Applicable Rules. The revised version of the Applicable Rules shall enter into force after publication on the Company’s WEB-SITE. The Licensee shall independently look through the updates of the Applicable Rules.
3.3. Procedure for provision the Licensee with access to the Mediator:
— The Licensee shall place an order on the WEB-SITE at: https://mediator.media/en/;
— The Company shall consider the Licensee’s order within reasonable period of time and make a decision on granting access to the Mediator or denial thereof. The Company shall be able to deny access to the Mediator if the Website or the Content published thereof fails to comply with the requirements specified in clause
— The Company shall notify the Licensee of the decision made by sending an e-mail to the address specified in the order. Should the Company make a positive decision the e-mail sent to the Licensee shall include the Script, Tags and other information required to log on to the Mediator;
— In accordance with the Company’s instructions the Licensee shall install the Script as well as mark the pages of Licensee’s Website for which the Licensee needs the Data with Tags;
— The Company shall correct operation of the Script on the Licensee’s Website;
— The Company shall provide the Licensee with the link to the registration/authorization form on WEB-SITE;
— The Licensee shall register on the Company’s WEB-SITE using the Licensee’s e-mail as the login;
— The Company shall send a notice of logging on with instruction for using the Mediator.
3.4. The Licensee’s Website and the Content thereof shall comply with the applicable laws. In particular the Licensee’s Website and the Content thereof shall not:
— contain erotic materials and/or materials with sexual content;
— contain the materials propagating suicide, describing methods of suicide, or soliciting suicide;
— cause damage to honor, dignity, or commercial goodwill of a citizen or entity
— contain the information infringing the rights of the minor children as well as other illegal information;
— propagate or agitate for social, race, national, or religious discord or hatred, propagate for war, social, race, national, religious, or language superiority;
— contain other information contradicting the applicable laws.
4. Rights and obligations of the Company
4.1. The Company shall operate the Mediator and the WEB-SITE on a day-to-day basis, independently determine the functionality, structure and appearance thereof, grant and deny the Users’ access thereto subject to their non-compliance herewith, and exercise other rights.
4.2. The Company shall be entitled to deny or limit the Licensee’s access to the Mediator the WEB-SITE, to deny provision with the Script due to the following reasons:
— information specified in the Licensee’s order for logging on to the Mediator contradicts the reality;
— the Licensee breaks the terms and conditions hereof;
— subject matter of the Website and/or the Content contradicts the Company’s policy (in particular in case of failure to comply with the requirements and prohibitions listed in clause 3.4. нhereof);
— in other cases when the Licensee’s using of the Mediator may cause damage to the Company.
4.3. The Company shall be entitled to send messages (including e-mails) to the Licensees, being the notices of entering into effect of new or cancellation of available Mediator features which can also promote the Mediator features.
4.4. The Licensee understands and acknowledges that the Script installed on the Licensee’s Website shall collect the data on visiting the Licensee’s Website/data on the end users’ devices, or other data and automatically transmit it to the Licensee and the Company in the form of summarized statistical information. Thereat the Licensee agrees that such information may be used by the Licensor to studies with subsequent publication of results thereof.
4.5. The Company shall be entitled to remark upon the Licensees’ business, to warn, to notify, and to inform them of incompliance herewith. The Company’s remarks addressed to the Licensee concerning use of the Mediator shall be binding upon the Licensee.
4.6. At any time, without notifying the Licensee or without assigning any reasons, shall the Company be entitled to suspend access to free of charge Mediator features without compensation for any costs of damages, including in case of any (even one-time) breach of the terms and conditions hereof by the Licensee unless otherwise expressly provided by the applicable laws.
4.7. The Company shall:
— grant to Licensee a worldwide, non-exclusive, royalty-free (except Additional Mediator Features) license to reproduce and use Mediator software;
— within reasonable period of time provide the Licensee with engineering and information support required to obtain access to the Mediator and subsequent using thereof.
4.8. The Company does not provide any guarantees that the Mediator or any elements thereof are fit for particular purposes. The Company may not guarantee or promise any specific results of using the Mediator or any elements thereof. The Mediator including all the scripts, separate elements and appearance of the Mediator shall be provided “as is”.
4.9. The Company neither guarantees accuracy of the Data acquired from using the Mediator, nor it guarantees complete or partial concordance of such Data and the data acquired from using similar programs, or correspondence to the Licensee’s expectations.
4.10. The Company does not guarantee continuity of operation of the Mediator and absence of idle periods caused by technical malfunctions, scheduled maintenance etc., thereat it shall make commercially reasonable efforts to ensure 24/7 operation of the Mediator. The Company does not guarantee that the Mediator or any elements thereof will function at any particular time in the future, or that they will not cease to operate.
4.11. The Company shall not be liable and shall not compensate for any direct or indirect damage inflicted to the Licensee or the third persons as a result of using or unavailability of the Data acquired through the Mediator unless otherwise provided by the applicable laws.
4.12. The Company shall treat all the data collected and kept by the Mediator as the Licensee’s confidential information which shall not be disclosed to any third persons (except for the entities being the part of the same group as the Company), except when such transmission is expressly permitted by the Licensee. The data acquired from using the Mediator by the Licensee may be used by the Company at its own discretion in particular for improvement of the Mediator as well as for other purposes.
5. Rights and obligations of the Licensee
5.1. The Licensee shall be entitled to use fundamental and/or additional Mediator features as computer programs in accordance with non-exclusive license to acquire the Data subject to compliance with the terms and conditions stipulated herein. The Licensee shall be provided with access to additional Mediator features for a valuable consideration amount of which shall be agreed upon by the parties.
5.2. The Licensee shall not be entitled to:
— Reproduce, distribute, process for commercial and noncommercial purposes the elements of the Mediator in the absence of the Company’s permit thereto;
— Reproduce design elements or WEB-SITE when developing websites or conducting any business on the Internet or beyond it;
— Change/modify in whatever manner the source code of the Script;
— By any means delegate the Licensee’s rights for using the Mediator to any third persons;
— Infringe the rules of using the Mediator stipulated herein;
— Perform other actions which at the Company’s discretion may cause damage to the Company’s business and interests.
5.3. The Licensee shall:
— Comply with the terms and conditions hereof or stop using the Mediator;
— Pay the royalty to the Company in order to obtain access to additional Mediator features;
— Obtain from the Visitors of the Licensee’s Website all the consents and permits provided for by the applicable laws for using, processing and/or anonymization of their personal data due to using the Licensee’s Website thereby, including but not limited to their interests and behavior on the Internet, as well as for inclusion of such data into the Data provided by the Mediator, using thereof by the Company, its affiliates and/or Licensee.
5.4. The Licensee shall be solely liable to the third persons for its actions when using the Mediator inter alia for compliance thereof with the applicable laws and non-infringement of the rights and legal interests of the third persons. The Licensee shall at its own discretion and expense settle all the third persons’ claims related to the Licensee’s actions when using the Mediator. The Licensee undertakes to notify end users that information about them may be collected through cookies that can be accessed by the Company. The licensee also undertakes to notify the end users that they may not permit to gather such information by changing settings in the browser of the end user.
6. Obtaining access to additional features of the Mediator
6.1. The Licensee may obtain access to additional Mediator features under the terms and conditions of non-exclusive license to the extent and for the period agreed upon by the parties.
6.2. Additional Mediator features shall become available to the Licensee after crediting of the royalty to the Company’s settlement account. The Licensee shall pay the royalty agreed upon by the parties in US dollars.
6.3. When paying for access to additional Mediator features the Licensee shall adhere to the payment instructions with respect to the procedure and methods of payment. The Licensee shall not be liable for the Licensee’s compliance with the payment terms.
6.4. The amount paid by the Licensee for obtaining access to additional Mediator features shall be non-refundable including if the Licensee fails to use such additional Mediator features, refusal to use fundamental or additional Mediator features.
7. Period of validity of the Agreement. Amendment and termination of the Agreement
7.1. This Agreement shall enter into force with respect to fundamental Mediator features after acceptance of the terms and conditions hereof by the Licensee and shall remain in force for one (1) calendar year.
7.2. Period of validity hereof shall be automatically extended for each next one (1) year unless prior to the expiry date hereof:
7.2.1 The Licensee decides to stop using the Mediator having sent the relevant notice to the Company;
7.2.2 The Company decides to terminate this Agreement at its discretion without recourse to court action with immediate termination of access and possibility of using the Mediator without compensation for any costs or damages unless otherwise expressly provided by the applicable laws. In particular the Company shall be entitled to make such a decision in case of:
— termination of the Company's right to the Mediator (software);
— any, including one-time, non-compliance with the terms and conditions hereof by the Licensee.
7.3. This Agreement shall enter into force with respect to additional Mediator features after acceptance of the agreed royalty by the Company and shall remain in force during the period of validity of the license. This Agreement may be earlier terminated with respect to additional Mediator features at the Company’s discretion in case of the Licensee’s failure to fulfil its obligations hereunder. This Agreement may be terminated with respect to additional Mediator features at the Licensee’s discretion at any time after sending the relevant notice to firstname.lastname@example.org. In both cases earlier termination hereof with respect to additional Mediator features the royalty paid to the Company by the Licensee shall be non-refundable.
7.4. This Agreement may be amended by the Company without prior notification of the Licensee. Any amendments hereto introduced by the Company at its own discretion shall enter into force on the day following the date of publication thereof on the website at: https://mediator.media/en/. The Licensee shall independently monitor amendments to this Agreement. The Licensee’s failure to read and understand this Agreement and/or revised version hereof shall not be the reason for the Licensee’s failure to fulfil its obligations and comply with the restrictions stipulated herein.
7.5. This Agreement shall be deemed amended if the Company introduces changes into its terms and conditions thereat the Licensee continues using the Mediator.
8.1. Invalidity of one or more provisions hereof duly recognized by final and binding court judgment shall not entail invalidity of the entire Agreement. If one or more provisions hereof are duly recognized invalid the parties shall fulfil their obligations hereunder as nearly as possible to the method agreed upon by the parties when entering hereinto and/or approving amendments hereto.
8.2. All the disputes between the parties arising out of or in accordance herewith shall be settled by communications or negotiations through extrajudicial dispute resolution procedure. If the parties fail to achieve consensus by negotiations during sixty (60) calendar days after receipt of a written claim either interested party shall be entitled to escalate the dispute to the court at the Company’s location unless otherwise provided by the applicable laws.
8.3. If you have any questions concerning execution hereof, please send an e-mail to email@example.com.