By this License Agreement, the Site Administration (the "Licensor") hereby grants You a right to use the MyChallenge Software on such terms as provided herein. For this purpose, you are required to thoroughly review the terms and conditions of this License Agreement which constitutes a public offer from the Site Administration within the meaning of Civil Code of the Russian Federation (Article 437).
1. Terms and Definitions
- 1.1. Website MyChallenge (or website) - an online resource that consists of a set of information (content) and computer software (program code running on a PC), placed in them by the Administration of the Site and (or) by the User. MyChallenge site is available on the Internet at this address (domain name) http://mychallenge.fm.
- 1.2. Software MyChallenge Site Computer (or Computer Programs) - presented in the form of an objective set of data and commands that are executed on the EMW User generating audiovisual displays and performing certain functions of the Site and (or) are responsible for the operation of the Site in general. The right to use computer software Site MyChallenge, except for the additional functionality of the Site, the Site Administration provides the user free of charge under the terms of this Agreement.
- 1.3. Additional Site functionality - program code running on a computer as part of programs for the MyChallenge Site and the computer performing certain additional functions of the Site. Terms of Paid User Administration for the right use additional functionality are specified in this Agreement.
- 1.4. Licensor (or the Administration) shall mean a LLC "My Challenge", a legal entity organized under the laws of the Russian Federation, registered at Russia, Krasnodar, Dlinnaya street, and is fully entitled to grant the rights for use of MyChallenge Software to the User.
- 1.5. Licensee (or user) - natural person registered on the Site in accordance with the User Agreement of MyChallenge.
- 1.6. Agreement means that this Licensing Agreement between the Administration (Licensor) and the User (Licensee) which contains all relevant and essential terms of the licensence agreement on granting the rights to MyChallenge Software. This Agreement is made by and between the Administration and the User in simple form and constitutes an accession agreement within the meaning of Civil Code of the Russian Federation (RF CC) Article 1286 (paragraph 5).
2. Status this Agreement
- 2.1. This Agreement defines the terms of granting the rights to use the MyChallenge Software to User. This Agreement is also applied to relations with third parties who are not using the Site but whose rights and interests may be affected by activities of Site Users.
- 2.2. The purpose of this Agreement is the granting by the Administration of rights to use the MyChallenge Software to the User on the terms of ordinary non-exclusive license. In addition to this Agreement, all specific documents governing the accessibility of any function of Site and freely available in relevant parts of the Site through the Internet shall apply to relations of the parties hereunder.
- 2.3. Prior to his/her registration on the Site, the User should thoroughly review this Agreement. By being registered on the Site and/ or using the Site at any time (whether using any MyChallenge Software or any of their content), the User confirms his/her complete and unconditional acceptance of this Agreement in accordance with the Civil Code of the Russian Federation (Article 438).
- 2.4. This Agreement may be amended by Administration at its sole discretion without any notice to User. This Agreement is an open and publicly available document. The current version of this Agreement is available at: http://challenge.fm/docs/en/license.php. The Administration encourages Users to refer to the terms hereof from time to time in order to stay informed of any changes and/ or amendments hereto. By continuing his/her use of the Site after any such amendment being duly introduced, the User confirms his/her acceptance of and consent to the amendment on issue.
3. Limitations for use of MyChallenge Software
- 3.1. The User is entitled to:
- 3.1.1. contact other Users of MyChallenge by using the Software;
- 3.1.2. use the MyChallenge Software in accordance with its purpose and functional options.
- 3.2. The User shall not:
- 3.2.1. reproduce, duplicate, copy, sell, disseminate, trade in or resell the MyChallenge Software and/ or the right to use the same for any purpose whatsoever other then when such transactions have been expressly authorized to the User in accordance herewith;
- 3.2.2. translate any MyChallenge Software into different languages;
- 3.2.3. distribute any audiovisual and/ or graphic images contained in MyChallenge Software, or any elements of its design or user interface outside the Site, whether for commercial or non-commercial purpose, unless upon prior written permission from concerned right holders;
- 3.2.4. reproduce, copy, collect, systemize, store and transfer the Content by using MyChallenge Software in order to create a database whether for commercial and/or non-commercial purpose and/or using the Content as a whole or its part regardless of the way of use which is not allowed without the Administration's consent;
- 3.2.5. use Software by any means not stipulated herein or not admissible in the ordinary operation of MyChallenge Software.
4. The Granting of Rights to Use the MyChallenge Software
- 4.1. The Administration shall grant to User a right to use the MyChallenge Software except for the right to use the Site Supplemental Functionality on a free-of-charge basis on the terms of ordinary non-exclusive license as from the date of User’s registration on the Site MyChallenge or the first use of the Site (i.e. MyChallenge Software and/ or any content appearing therein);
- 4.2. If by reason of technical error or failure of the Site or any element thereof, or deliberate actions of the User the User receives access to the Site Supplemental Functionality without being granted a right to use the same in accordance with this Agreement, the User agrees to report such case to the Administration and pay for a right to use such Site Supplemental Functionality or rectify any consequences of such improper use of Site Supplemental Functionality on his/her own, provided that the Administration shall be entitled to rectify any such consequences without notice to the User;
- 4.3. The User shall keep any certificates of payment for a right to use the Site Supplemental Functionality for so long as he/she continues using the Site and provides the Administration with request on such certificates as well as any other information concerning relevant payments;
- 4.4. A right to use the Site Supplemental Functionality may be also granted to the User by any other ways allowed by functional opportunities of the Site MyChallenge;
- 4.5. A right to use the Software is granted by the Administration to the User until termination or expiry of this Agreement unless the scope of such rights is used up before such time;
- 4.6. Any monetary funds paid by the User shall constitute a license fee of the Administration hereunder;
- 4.7. The User shall bear sole responsibility for the monitoring of his/her personal account;
- 4.8. The Administration shall have an exclusive right to distribute the Site Supplemental Functionality by which reason the User shall not treat any offers from third parties regarding any rights to use or access the Site Supplemental Functionality as initiated by the Administration;
- 4.9. In case of any dispute or uncertainty, or if the User receives any offer from third parties regarding the payment for use of Site Supplemental Functionality, or any such offer or announcement is distributed through the Internet, the User shall promptly notify the Administration thereof;
- 4.10. If the User breaches this provision by making payment pursuant to any such offer with use of payment details specified therein, the User shall not lodge any claim concerning inaccessibility of the Site Supplemental Functionality with the Administration, and the Administration will not reimburse the User for any costs incurred in connection therewith;
- 4.11. If the Administration identifies that the User receives access to the Site Supplemental Functionality from or through any third parties, the Administration may at its sole discretion suspend, restrict or terminate the right of User to use the MyChallenge Software;
- 4.12. The User hereby warrants and represents to the Administration that he/she has full right to freely dispose of any funds he/she chooses to pay for the use of Site Supplemental Functionality, does not violate the laws of the Russian Federation and/ or legislation of the other country of User’s citizenship as well as any rights of third parties;
- 4.13. The Administration shall bear no liability for potential damage caused to third parties and/ or other Users as a result of misappropriation of any such funds by the User.
5. Disclaimer of Liability
- 5.1. The User shall use the Site Software at his/her sole risk and expense. Software is made available for use on “as it is” basis;
- 5.2. The Administration may not be held liable for any illegal acts of the User or any third parties;
- 5.3. The Administration shall bear no liability for loss by the User of access to his/her account on the Site (including loss of login, password or any other details required for access to and use of MyChallenge Software);
- 5.4. The Administration shall bear no liability for any missing, inaccurate or incorrect data specified by the User when using the MyChallenge Software;
- 5.5. The Administration shall bear no liability for any statements of the User published with use of MyChallenge Software. Also, the Administration shall not be liable for any (mis)conduct of the User while using the MyChallenge Software;
- 5.6. The Administration shall not exchange any elements of Site Supplemental Functionality acquired by the User for any other elements on the subject;
- 5.7. The Administration shall not reimburse the User for any expenses connected with acquiring of the rights to use the Site Supplemental Functionality including in case where the User’s access to the Site MyChallenge is suspended as a result, inter alia, of breaching the Terms of Service, and/or should this Agreement is suspended or terminated by any reason.
- 5.8. The Administration shall not warrant that:
- 5.8.1. Challenge Software satisfies any specific needs and expectations of the User;
- 5.8.2. results received by using the MyChallenge Software will contain no error;
- 5.8.3. the use of MyChallenge Software will always be uninterrupted, smooth, flawless, secure and error-free;
- 5.8.4. the MyChallenge Software will be accessible and available for use on overnight basis or at any particular time or period.
- 5.9. The Administration shall bear no liability for any direct or indirect damage caused to the User or any third party by:
- 5.9.1. unauthorized access by any third party to User’s personal data including his/her account(s) on the Site;
- 5.9.2. use or inability to use any MyChallenge Software.
- 5.10. The Administration shall not be obliged to present to the User any documents or other evidences of User’s breach hereof as a result of which the User was fully or partially denied of a right to access the Site (and/ or MyChallenge Software);
- 5.11. The User accepts and agrees that regular long-lasting or continuous use of personal computer or any other hardware may cause damage to physical health such as amblyopia, scoliosis, various neuroses and other negative bodily effects;
- 5.12. The User hereby agrees to only use the MyChallenge Software within reasonable time and make breaks for relaxation or other activities to prevent bodily disorders in accordance with relevant recommendations or prescriptions, if any.
6. Intellectual Property Rights
- 6.1. Exclusive rights to MyChallenge Software:
- 6.1.1. all MyChallenge Software is subject to exclusive intellectual property rights of the Administration or other right holders, and all rights thereto are duly protected;
- 6.1.2. no MyChallenge Software may be copied, reproduced, altered, distributed, displayed in the frame, published, downloaded, transferred, sold or otherwise used as a whole or any part without prior consent of its right holder, unless such right holder has given expressed consent to free use of relevant MyChallenge Software by any party;
- 6.1.3. reproducing, copying, collecting, systemizing, storing and transferring the Content by using MyChallenge Software in order to create a database whether for commercial and/or non-commercial purpose and/or using the Content as a whole or its part regardless of the way of use which is not allowed without the Administration's consent;
- 6.1.4. when using any MyChallenge Software made available thereto for personal non-commercial use only, the User should ensure that all copyrights and other proprietary notices, author’s name and the MyChallenge Software itself are retained and remain unchanged;
- 6.1.5. no use of MyChallenge Software other than as set forth by this Agreement or expressly permitted by relevant right holder shall be allowed, unless upon prior written consent of such right holder;
- 6.1.6. unless otherwise is expressly stated herein, no provision of this Agreement may be construed so as to vest any exclusive rights to the content of the Site or MyChallenge Software in the User.
7. Territory and Effective Term
- 7.1. The User may use MyChallenge Software by any ways and for any purposes described herein anywhere in the Russian Federation as well as in other territories where it may be accessed within the scope of ordinary operation of the Site;
- 7.2. This Agreement shall take effect as soon as the User confirms acceptance of its terms and conditions and shall continue in effect of one (1) calendar year;
- 7.3. This Agreement shall be automatically extended to each subsequent one (1) year term unless before the expiry of its effective term:
- 7.3.1. the Administration decides to amend any provisions hereof or enter a new agreement with the User, or generally discontinue the maintenance of and/or access to MyChallenge Software as a whole or in any part, or terminate this Agreement or the access to MyChallenge Software with regard to the User only;
- 7.3.2. the User waives his/her right to use the MyChallenge Software.
- 7.4. The Administration shall be entitled to initiate termination of this Agreement at any time and by any reason whatsoever without notice to the User and without recourse to court, in which case the access to or use of the Site by the User shall be immediately discontinued without compensation of any expenses, loss or refund of any payments received hereunder including if:
- 7.4.1. the Site is closed;
- 7.4.2. the User commits any one or more breaches of this Agreement, Terms of Service or any specific document posted on the Site.
- 7.5. The User may initiate termination of this Agreement at any time without recourse to court by deletion of his/her account from the Site as provided by applicable documents posted thereon;
- 7.6. The User agrees and fully acknowledges that all exclusive rights to MyChallenge Software are held by the Administration or third parties unless otherwise expressly stated in this Agreement or anywhere on the Site;
- 7.7. The User understands, accepts and agrees that all elements of MyChallenge Software are protected with copyrights. Although the User is granted the rights to use MyChallenge Software in connection with use of the Site, any such use of MyChallenge Software may at no event be treated as transfer and/ or assignment of exclusive rights to such software by the Administration to the User;
- 7.8. The User may in no case any components of MyChallenge Software without prior consent of the Administration in writing;
- 7.9. This Agreement does not provide for assignment of any exclusive rights or granting of any exclusive license with regard to any components of MyChallenge Software by the Administration to the User;
- 7.10. In the event that any laws of User’s jurisdiction prohibit to the User the use of MyChallenge Software in online mode or impose other restrictions including age limits for the access to such or any similar software, the User shall abstain from use of MyChallenge Software. In such case, the User shall bear full liability for the use of MyChallenge Software in his/her country and any violations of local laws;
- 7.11. Site’s Administration may amend this Agreement without notice. Any amendment made by the Administration shall take effect upon being published on the Site. The User agrees to timely monitor the occurrence of any such change;
- 7.12. A failure of the User to review this Agreement and/ or any revision hereof shall not excuse any breach by the User of his/her obligations hereunder or non-compliance with any restrictions provided herein;
- 7.13. Invalidity of any one or more provisions of this Agreement based on the effective judgment shall not affect validity of this Agreement generally both for Administration and the User;
- 7.14. This Agreement and relations of the parties under the use of MyChallenge Software shall be governed by laws of the Russian Federation;
- 7.15. The form and constitution of this Agreement shall be also subject to relevant provisions of Civil Code of the Russian Federation covering the terms and procedures of agreements based on public offers;
- 7.16. The Parties shall use their best efforts to solve any disputes arising from this Agreement through written communications and discussions without recourse to court. If the parties fail to achieve consent by way of negotiations within sixty (60) calendar days from the moment of receiving of written complaint by one of the parties, such claim shall be referred by an affected party to the court of common law having jurisdiction over the location of the Administration (jurisdiction of any other courts is hereby excluded);
- 7.17. For any questions connected with this Agreement please refer to the Administration at its registered address as follows: Russia, Krasnodar, Dlinnaya street