License agreement (offer) "Media Capital"

License agreement (offer) "Media Capital"
Capital Media LLC
General terms
General terms
This Offer is an offer of Media Capital Limited Liability Company to conclude a License Agreement on the following terms:
Limited Liability Company "Media Capital" (hereinafter - "Media Capital") represented by the General Director Kaminskene Illaria Olegovna, acting on the basis of the Charter, hereinafter referred to as the Licensee,
and the blogger who is (is) the owner (owner) of the YouTube channel or the account on the social network TikTok or any other social network and the Content located on this channel/account, hereinafter referred to as the Licensor, have entered into this License Agreement (Offer) on the following terms:
1. Terms and definitions
1. Terms and definitions
For the purposes of this document, the following terms are used with the following meanings:
1.1 Offer - this Agreement posted on the Internet on the Licensee's website: https://mcapital.agency or sent to the Licensor via e-mail in accordance by the rules provided for in paragraph 10.2 of this Agreement;
1.2 Acceptance of the Offer - full and unconditional acceptance of the Offer by the Licensor registering on the Internet Site of the Licensee: https://mcapital.agency indicating the Licensor's data in accordance by the requirements of the Licensee, or by performing any other actions provided for in this Agreement for Accepting the Offer;
1.3 Agreement - this License Agreement between the Licensor and Media Capital, which is concluded by accepting the Offer;
1.4 Licensor - a person who has accepted the Offer, the owner of the exclusive right to the result of intellectual activity or a means of individualization, incl. audiovisual works (TV programs, broadcasts, announcements, copyright titles, films, videos) and other results of intellectual activity intended for communication on the Internet;
1.5 Licensee – Media Capital LLC;
1.6 HTML Widget - markup (code) generated at the request of the User for the Content File(s) and containing a link to the Content File(s), which, when placed on the site page on the Internet by its administrator, allows other Users to View this File(s) ) Content in the Player without a direct transition of the User to the Service (embed technology);
1.7 Content - audiovisual works (TV programs, broadcasts, announcements, copyright titles, films, videos) and other results of intellectual activity, other objects (including textual information, graphics, artistic design of the inter-program space, Advertising blocks) in their entirety, in respect of which the Licensor has an exclusive right or other property rights that allow the Licensor to provide such results of intellectual activity intended for communication on the Internet.
1.8 Content Distribution - various ways to promote Content to the target audience using various media formats, using the most effective online communication channels.
1.9 Reporting period - calendar month. If the date of entry into force of the Agreement is not the first day of a calendar month, then the first Reporting Period is the period from the date of entry into force of the Agreement to the last day of such calendar month (for example, if the date of entry into force of the Agreement is October 6, then the first Reporting period will be from 6 to 31 October, the second Reporting Period will be from 1 to 30 November, etc.).
1.10 Player - software that allows the User to View Content directly from the Server by streaming.
1.11 User - any person using the service of the site on the Internet, within which the Content is available for Viewing.
1.12 Streaming is the transfer of the Content File from the Server to any User Device for the User to View the Content using technology that does not allow saving or otherwise copying the Content and/or its fragments upon completion of the transfer (except for caching and/or transit storage required for transfer to real-time, such as a data buffer).
1.13 Viewing - reproduction by the User of the Content (or a fragment of the Content) on any Device, carried out by the method of Streaming.
1.14 Advertising - advertising materials placed in an audiovisual form containing advertisements of third parties that are licensors (advertisers) of advertising services, placed in the relevant advertising blocks as part of the Content.
1.15 Advertisement blocks - periods of time in the Content intended for placement of Advertisements.
1.16 Server - means any computer hardware server, including any network server, buffer server, workstation, or equivalent device, that is used to support, facilitate access to, or provide Content to a User.
1.17 Service - an infotainment service that allows the User, through any User Device, to access the Content in the Streaming mode through the sites, mobile applications and/or the Player of the Licensee.
1.18 Statistics system - an online statistics system hosted on the Licensee's server, reflecting information about the use of the Licensor's Content.
1.19 Term - the period during which the Licensee is entitled to use the Content under the terms of the Agreement.
1.20 Territory - the territory within which the Licensor grants the Licensee the right to use the Content - any sites on the Internet in countries around the world.
1.21 Device - a software and hardware device and/or equipment of the User intended for Viewing the Content by the User.
1.22 File - an electronic digital copy of a Content unit.
In the absence of an interpretation of the term in those for the purposes of this document, the following terms are used with the following meanings:
1.1 Offer - this Agreement posted on the Internet on the Licensee's website: https://mcapital.agency or sent to the Licensor via e-mail in accordance with the rules provided for in paragraph 10.2 of this Agreement;
1.2 Acceptance of the Offer - full and unconditional acceptance of the Offer by the Licensor registering on the Internet Site of the Licensee: https://mcapital.agency indicating the Licensor's data in accordance with the requirements of the Licensee, or by performing any other actions provided for in this Agreement for Accepting the Offer;
1.3 Agreement - this License Agreement between the Licensor and Media Capital, which is concluded by accepting the Offer;
1.4 Licensor - a person who has accepted the Offer, the owner of the exclusive right to the result of intellectual activity or to a means of individualization, incl. audiovisual works (TV programs, broadcasts, announcements, copyright titles, films, videos) and other results of intellectual activity intended for communication on the Internet;
1.5 Licensee – Media Capital LLC;
1.6 HTML Widget - markup (code) generated at the request of the User for the Content File(s) and containing a link to the Content File(s), which, when placed on the site page on the Internet by its administrator, allows other Users to View this File(s) ) Content in the Player without a direct transition of the User to the Service (embed technology);
1.7 Content - audiovisual works (TV programs, broadcasts, announcements, copyright titles, films, videos) and other results of intellectual activity, other objects (including textual information, graphics, artistic design of the inter-program space, Advertising blocks) in their entirety, in respect of which the Licensor has an exclusive right or other property rights that allow Licensor to provide such results of intellectual activity intended for communication on the Internet.
1.8 Content Distribution - various ways to promote Content to the target audience using various media formats, using the most effective online communication channels.
1.9 Reporting period - calendar month. If the date of entry into force of the Agreement is not the first day of a calendar month, then the first Reporting Period is the period from the date of entry into force of the Agreement to the last day of such calendar month (for example, if the date of entry into force of the Agreement is October 6, then the first Reporting period will be from 6 to 31 October, the second Reporting Period will be from 1 to 30 November, etc.).
1.10 Player - software that allows the User to View Content directly from the Server by streaming.
1.11 User - any person using the service of the site on the Internet, within which the Content is available for Viewing.
1.12 Streaming is the transfer of the Content File from the Server to any User Device for the User to View the Content using technology that does not allow saving or otherwise copying the Content and/or its fragments upon completion of the transfer (except for caching and/or transit storage required for transfer to real-time, such as a data buffer).
1.13 Viewing - reproduction by the User of the Content (or a fragment of the Content) on any Device, carried out by the method of Streaming.
1.14 Advertising - advertising materials placed in an audiovisual form containing advertisements of third parties that are licensors (advertisers) of advertising services, in the relevant advertising blocks as part of the Content.
1.15 Advertisement blocks - periods of time in the Content intended for placement of Advertisements.
1.16 Server - means any computer hardware server, including any network server, buffer server, workstation, or equivalent device, that is used to support, facilitate access to, or provide Content to a User.
1.17 Service - an infotainment service that allows the User, through any User Device, to access the Content in the Streaming mode through the sites, mobile applications and/or the Player of the Licensee.
1.18 Statistics system - an online statistics system hosted on the Licensee's server, reflecting information about the use of the Licensor's Content.
1.19 Term - the period during which the Licensee is entitled to use the Content under the terms of the Agreement.
1.20 Territory - the territory within which the Licensor grants the Licensee the right to use the Content - any sites on the Internet in countries around the world.
1.21 Device - a software and hardware device and/or equipment of the User intended for Viewing the Content by the User.
1.22 File - an electronic digital copy of a Content unit.
If there is no interpretation of the term in the text of the Offer, one should be guided by the interpretation of the term defined: first of all - by the legislation of the Russian Federation, secondly - by the prevailing (generally used) on the Internet.
2.Subject of the Agreement
2.Subject of the Agreement
2.1. The Licensor grants the Licensee, under the terms of an exclusive license, the right to use the content on any sites on the Internet in the territory of the Russian Federation and other countries of the world (with the territory of the "Worldwide"), in accordance with the terms of this Agreement, during the Term by any means that do not contradict applicable law , both existing at the time of the conclusion of this Agreement with the Licensor, and by any means that may arise at any time in the future, including, but not limited to: the right to reproduce, copy, select, systematize, transform, modify, edit, translate, publishing, distributing the Content (in part or in full), bringing the Content to the public, as well as the right to sublicense, distribute, rework, create derivative works, public display, public performance of the Content, including for the purpose of distributing the Content, advertising promotion and distribution of Con content in whole or in part in any media formats (and through any media channels), providing access to users to view the content, without the need to obtain additional consent from the Licensor to exercise the above rights.
2.2. The Licensor undertakes to refrain from any actions that could hinder the Licensee from exercising the right to use the Content granted to Licensee.
2.3. During the term of this Agreement, the Licensor is not entitled to issue licenses for the use of the Content to other persons.
2.4. The Licensor permits the Licensee to grant (sublicense) the right to use the Licensor's Content to any third party without the need to obtain additional consent from the Licensor.
3. Technical requirements for the provision of Content
3. Technical requirements for the provision of Content
3.1. Video files must be provided in HD quality (1080p) in MPEG-4 format: a) video codec: H.264 b) audio bitrate: 128 Kbps or higher c) audio codec: AAC 2.
3.2. If the Licensor provides the Content in the format of video files intended for publication on vertical platforms (TikTok, Firework and others), the Licensor provides the Content (short vertical videos less than 60 seconds long) by transferring it to cloud storage unilaterally determined by the Licensee. At the same time, such vertical videos should not contain watermarks of the specified sites.
4. Provision and use of Content
4. Provision and use of Content
4.1. The Licensor provides the Content to the Licensee in the following (but not limited to) ways: 1) transfer of the Content Files in electronic form (including via FTP, on tangible media, via the Licensor's API); 2) Streaming Content. The Content is transferred in the amount "as is" at the time of the conclusion of this Agreement by the parties. If during the term of this Agreement the Content (channel) is supplemented with new audiovisual works or other results of intellectual activity, then such Content will also be considered transferred to the Licensee without drawing up any additional documentation from the moment they are posted on the channel.
4.2. In addition to the rights and methods specified in clause 2.1. of this Agreement, the Licensor grants the Licensee the right to use the Content and its fragments as follows: reproduce in the computer memory; communicate to the public; streaming from the server to user devices; fill the advertising blocks of the Content with Advertisements, as well as replace the existing Advertisements of third parties in the Advertising blocks of the Content with the advertisements of the Licensee; carry out technical processing of the Content (conversion) in order to convert it into the format that is most optimal for viewing by the user at a particular point in time; include and use the Content as part of advertising materials aimed at promoting the Service, as well as other services/products of the Licensee/Sublicensee, directly or indirectly related to the Service; create composite works based on fragments of the Content and include these fragments of the Content in such composite works, as well as include the Advertisement of the Licensee/sublicensee (or advertisers involved by them) in such composite works, in relation to the use of the above fragments of the Content as part of the Services/products of the Licensee/ sublicensee.
4.3. When streaming Content, delayed viewing of the Content by the user and/or other actions of the Licensee aimed at viewing the Content and/or its fragments by the user, the Licensor agrees that the Content and/or its fragments are available for viewing by the user only as part of the player.
4.4. The Licensee is obliged to remove the Content from its servers in the event of the expiration of the Agreement no later than 60 calendar days from the expiration date of the Agreement. The Parties agree that the period provided to the Licensee for the removal of the Content is not the period for the Licensee to use the Content, and therefore no fees and interest/penalties/losses, etc. for the specified period are not provided and are not charged.
5. Reporting and statistics
5. Reporting and statistics
5.1. To familiarize the Licensor with the information in the Statistics System reflecting information about the use of the Licensor's Content, the Licensee sends the Licensor a link for registering the Licensor in the Statistics System and using it through his account (personal account).
5.2. The Licensee undertakes to provide the Licensor with access to the Statistics System, provided that the Licensor completes self-registration in the Statistics System using the specified link.
5.3. The Licensee is not obliged to provide technical and software support for the Licensor's access to the Statistics System. The Licensor independently provides all the necessary software and technical conditions for access to the Statistics System within its account (personal account). The Licensor is obliged to ensure the safety of data for access to the Statistics System (login, password) on its own.
5.4. The Licensor agrees that if it is technically impossible to register in the Statistics System, the Licensee, at the Licensor's written request, but not more than 1 (one) time per month, sends a statistical report on the use of the Licensor's Content to the Licensor's e-mail in accordance by the rules of clause 10.2 of this Agreement. In the absence of this request, the Licensee does not have the obligation to send the statistical report to the Licensor by e-mail in accordance with the rules of clause 10.2 of this Agreement.
6. Licensor's fee
6. Licensor's fee
6.1. The remuneration of the Licensor for providing the Licensee with the Content and the rights to it in accordance under this Agreement (hereinafter referred to as the "Remuneration") is the amount calculated as deductions for showing the Licensee's Advertisement at the rate of 20 (twenty) rubles per 1,000 impressions of the Licensee's Advertisement in the Reporting period.
The Licensee has the right to unilaterally change the amount of the Licensor's Remuneration no more than 1 (one) time per month, of which he is obliged to notify the Licensor at least 10 (ten) calendar days before the start of the Reporting period in which the new amount of the Remuneration is set. in the manner provided for in clause 10.2 of the Agreement or through a personal account on the Licensee's website.
6.2. The final Remuneration for the Reporting period is indicated in the Licensor's Personal Account, as well as in the act on the use of the Content (hereinafter referred to as the "Act"). The Act shall contain the following information: the amount of the Licensor's remuneration for the reporting period.
6.3. The Licensor is obliged to draw up the Act by the 25th day of the reporting period, sign it and send it to the Licensee by e-mail, in the manner provided for in clause 10.2 of the Agreement, or send the Licensee a written reasoned refusal to sign the Act within the same period in the same manner.
6.4. Payment to the Licensor of the Remuneration is carried out based on the Invoices signed by the Licensor and received by the Licensee from the Licensor by e-mail in the manner prescribed by clause 10.2 of the Agreement.
However, despite the foregoing, the Parties agreed that if the amount of the Remuneration in the relevant reporting period is less than 5,000 (five thousand) rubles, then the payment of the Remuneration is transferred to subsequent Reporting periods. In this case, the payment of the Remuneration is carried out in the Reporting period in which the total amount of the Remuneration is 5,000 (five) thousand or more rubles.
6.5. Payment of the Licensor's remuneration is made in Russian rubles unless otherwise provided by this Agreement or by separate written agreements of the Parties. The financial obligations of the Licensee to pay remuneration to the Licensor are considered fulfilled from the moment the funds are debited from the correspondent account of the Licensee's bank.
6.6. The Parties agreed that about any monetary obligations of the Parties under the Agreement, legal interest (interest on the amount of debt for the period of use of funds) is provided for in Art. 317.1 of the Civil Code of the Russian Federation is not charged.
7. Validity and change of the terms of the Agreement
7. Validity and change of the terms of the Agreement
7.1. This Agreement is concluded by the parties for 5 (Five) years from the date of Acceptance of the Offer.
7.2. This Agreement shall enter into force on the date specified in the introductory part of this Agreement and shall be valid until the expiration of this Agreement. Termination of legal relations of the Parties under the Agreement does not terminate the obligations of the Parties for mutual settlements and the obligations of the Licensee to remove the Content in the manner provided for in clause 4.4. Agreement.
If none of the Parties declares its refusal to continue the Agreement 10 calendar days before the date of its termination (expiration), this Agreement is automatically extended for the next period. The number of such extensions is not limited.
7.3. The Licensee reserves the right to amend the terms of the Offer at any time at its sole discretion. If the Licensee makes changes to the Offer, such changes shall take effect from the moment the amended text of the Offer is posted on the Internet, unless a different date for the changes to take effect is additionally determined upon such placement. The Licensor agrees and acknowledges that making changes to the Offer entails making these changes to the Agreement concluded between the Licensor and the Licensee. In case of signing this Agreement in paper form, the Licensor also acknowledges his obligation to regularly update information about changes in the terms of the Offer on the Licensee's website. The Parties agree that, despite the foregoing in this clause of the Agreement, only the conditions specified in clause 6.1 of the Agreement apply to changes in the amount of the Licensor's Remuneration.
7.4. The Licensee has the right to terminate this Agreement ahead of schedule (refuse to perform the Agreement) by notifying the Licensor about this in advance by sending an appropriate notification in the manner provided for in clause 10.2. of the Agreement 30 (thirty) days before the date of termination of the Agreement.
7.5. The Licensor has the right to early terminate this Agreement (refuse to perform the Agreement) in cases of a material violation of the Agreement by the Licensee, or disagreement with the new amount of the Remuneration, which is set unilaterally by the Licensee in accordance under clause 6.1 of the Agreement. Notice of termination of the Agreement (refusal to execute the Agreement) must be sent to the Licensee at least 30 days in advance.
8. Assurances of circumstances
8. Assurances of circumstances
8.1. The Licensor assures the Licensee that the Licensor is duly endowed with all the necessary rights and powers to conclude the Agreement and grant the Licensee the right to use the Content on the terms specified in the Agreement.
8.2. The Licensor assures the Licensee that the Licensee can use the right granted under the Agreement in full, and such actions will not violate the rights of third parties, including authors and/or other copyright holders of the Content, and without additional payment of remuneration to the above persons.
8.3. The Licensor assures the Licensee that at the time of the conclusion of this Agreement they have not been granted any rights to use the Content to third parties, including that no agreements similar to this Agreement have been concluded with third parties, and that the exclusive rights to the Content have not been alienated in favor of third parties.
8.4. The Licensor assures the Licensee that during the term of this Agreement the Licensor will not transfer any rights to use the Content to third parties, or alienate exclusive rights to the Content to third parties, and will not duplicate the Content on other channels, accounts, etc., which not specified when accepting this Offer.
8.5. The representations of the Licensor outlined in this section of the Agreement are representations of circumstances that are significant to the Licensee. The Licensor agrees that the Licensee relies on such assurances when entering into and executing the Agreement.
8.6. The Licensee assures that the Licensee's Advertisement complies with all requirements of the legislation of the Russian Federation, and also guarantees that the placement of such advertisement does not violate the law, as well as the rights of third parties.
8.7. By accepting the Offer, the Licensor confirms and warrants to the Licensee that the Licensor (the Licensor's representative) provided reliable data, including personal data of the Licensor (the Licensor's representative) during registration and reliable data, including personal data, of the Licensor when processing payment documents for payment for the Services.
8.8. The Licensor, by signing this Agreement, consents to the processing by the Licensee of personal data specified at the conclusion of the Agreement, including the performance by the Licensee of the actions provided for in paragraph 3 of Art. 3 of the Federal Law of July 27, 2006, No. 152-FZ "On Personal Data", by any means, of conclude and execute of the Agreement.
8.9. The Licensor: a) fully familiarized with the terms of the Offer, b) fully understands the subject and conditions of the Agreement, c) fully understands the meaning and consequences of all actions with the conclusion and execution of the Agreement.
8.10. The Licensor (representative of the Licensor) has all the rights and powers necessary for the conclusion and execution of the Agreement.
9. Obligations to Settle Claims and Indemnify Losses
9. Obligations to Settle Claims and Indemnify Losses
9.1. In the event that claims and/or lawsuits are brought to the Licensee by third parties (including authors, performers, their successors, as well as representatives of state bodies) related to the use of the Content by the Licensee/sublicensee in the ways listed in the Agreement, the Licensor undertakes to settle such claims and/or claims on their own and at their own expense. In the event that as a result of the presentation, consideration, settlement of claims and/or claims, or otherwise in connection with such claims and/or claims, the Licensee incurs property losses, including amounts of damages, compensation, fines and other payments to third parties, as well as legal costs, the Licensor undertakes to assume them and reimburse the Licensee for such losses (losses, costs, fines, etc.).
The provisions provided for in paragraph one of this clause of the Agreement are also applicable in case of violation by the Licensor of the assurances about the circumstances provided for in Section 8 of this Agreement.
9.2. The amount of compensation for such losses is determined in accordance with the documents confirming that the Licensee has made appropriate payments in favor of third parties in connection with such claims and/or lawsuits, or indicating the obligation of the Licensee to make such payments. The Licensee has the right to withhold the specified losses from the funds to be transferred to the Licensor.
9.3. The Licensee has the right to request from the Licensor copies of documents confirming that the Licensor has the appropriate rights to provide the Content (certificates, extracts from contracts/agreements with authors, performers, their successors, etc.). The Licensor undertakes to provide the Licensee with certified copies of these documents no later than 5 days from the date of the Licensee's written request to provide such documents. Copies of these documents are considered certified if they bear the mark "Copy is correct", date, the signature of the Licensor. A copy of a document containing more than one page must be bound. The date, signature of the Licensor is affixed at the place of stitching.
9.4. The Licensee is not responsible if any third parties gain access to statistical information about User Views of the Licensor's Content.
10. Other terms
10. Other terms
10.1. In everything else that is not specified in this Agreement, the parties are guided by the current legislation of the Russian Federation.
10.2. The Parties recognize the validity of documents sent to each other by e-mail using the details specified in Section 11 of this Agreement, since only authorized representatives of the Parties to have access to the corresponding e-mail addresses, access it using a password, which they undertake to keep secret. The Parties recognize the sending of scans of this Agreement, its Annexes, statistical report, acts, written objections to the statistical report and other documents signed by the Parties as the proper exchange of documents, tantamount to sending paper originals, and the agreements themselves and such scans are equated to signing them electronically, a digital signature or handwritten signature. The legal force of such documents is preserved in full.
The e-mail of the Licensee is specified in clause 11 of the Agreement, and the e-mail of the Licensor is considered to be the one specified when Accepting the Offer.
10.3. The Parties agreed that the condition of maintaining the confidentiality of registration data (including personal data) specified by the Licensor at the conclusion of the Agreement does not apply to cases when the Licensee uses such data in order to draw up statistical reports and other documentation with the Licensor under this Agreement, as well as in the case of transfer of registration data third parties for purposes related to the terms and essence of this Agreement. In these documents, data (including personal data) and details provided by the Licensor are subject to indication.
10.4. The Licensor undertakes to ensure the confidentiality of the data provided to the Licensor in order to gain access to the online statistics system (login, password). The specified data should be used and available only to Licensor. The Licensor must take all reasonable precautions to keep such data confidential (reasonable measures shall mean at least the same measures that the Licensor takes to protect its confidential information).
10.5. If, for any reason, the data for accessing the online statistics system become known to third parties, the Licensor undertakes to immediately notify the Licensee about this in order to block unauthorized access of third parties to the online statistics system.
10.6. If the Licensor, without the consent of the Licensee, transfers the login and password to a third party, the Licensee has the right to restrict the access of any specified persons to the online statistics system.
10.7. The Licensor undertakes, directly or indirectly, not to create requests and not to View its own Content (on its own or through the involvement of third parties) manually and/or using any possible software and hardware, including by using any automatic methods of Viewing (multiple clicks, use of software agents, etc.).
10.8. Without conflicting with the terms of the Offer, the Licensor and the Licensee have the right to draw up the Agreement at any time in the form of a written bilateral document, including in the event of a temporary technical impossibility of registering the Licensor in the Personal Account and accepting this Offer using the Licensee's Service.
10.9. In the event of a change in e-mail data or other details, the Party whose data and/or details have changed is obliged to notify the other Party of such a change within 5 (five) business days from the date of the change, through the Licensor's personal account on the Licensee's website, or as otherwise provided by this Agreement.
11. Licensee: Media Capital LLC
11. Licensee: Media Capital LLC
Legal address: 196006, St. Petersburg, Moskovsky pr-t, 117 letter A, office/workplace 5-n/4.
Address for sending mail: 188651, Leningrad region, Vsevolozhsk district, Yukkovskoe rural settlement, SNT im. Konyashina, st. Lesnaya 6A
TIN 7810929690 / KPP 781001001 PSRN 1217800151909
Settlement account 40702810910000904933 in Tinkoff Bank JSC, Moscow
to / account 30101810145250000974 BIC 044525974
e-mail: ceo@mcapital.agency
email for invoices and other accounting documents: b@mcapital.agency


General Director Kaminskene I. O.
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