License Agreement

License Agreement

The text is a translation for information purposes and, to avoid confusion, the Russian document version shall prevail.

GENERAL PROVISIONS

  1. This Agreement is an offer to grant a license and constitutes a Net-Film's proposal to conclude a License Agreement with the User in relation to the Content on the terms set forth below (altogether hereinafter referred to as the "Agreement").
  2. Terms and Definitions.

The following terms and definitions are used herein:

Offer means this document ("License Agreement") posted on the Internet at www.net-film.ru/en/info/license/. The use of the terms "Offer", "Agreement" and "License Agreement" herein is equivalent.

Net-Film means a legal entity with the details set out in section Net-Film Details, is a party hereto and is the Licensor in the context hereof. The use of the terms "Licensor" and "Net-Film" herein are equivalent.

User means an individual acting on his/her own behalf or as a representative of a third party (natural or legal, including an employer or client) or a legal entity that has accepted the terms hereof by accepting the User Agreement terms at www.net-film.ru/en/info/useragreement/ and placed the Order in accordance with section "Website Services and Features" of the User Agreement and in accordance with the terms hereof. The User is a party hereto and the Licensee in the context hereof. The use of the terms "Licensee" and "User" herein are equivalent.

User Agreement means an agreement posted at www.net-film.ru/en/info/useragreement/, including the Documents (term in accordance with the User Agreement).

Content means audiovisual works and/or their fragments; the exact list thereof is given in the Order form placed by the User through the Website forms (or by Net-Film employees on behalf of the User). The use of the terms “Content” and “Production” herein is equivalent.

Order means in the context hereof an order for the Content provision executed by the User using the Website forms (or by Net-Film employees on behalf of the User) in accordance with the terms hereof and the User Agreement, including in accordance with section "Ordering for Services" of the User Agreement.

Ordering means the entire set of the following procedures: placing an order, agreeing an order, confirming an order by Net-Film, confirming an order by the User, paying for an order, other mandatory procedures stipulated hereunder and under the User Agreement and related to the order placing and processing.

License (or License Form) means a document drawn up by Net-Film after receiving payment for the placed orders.

Order Amount means the total cost of the license, services and other payments established by Net-Film during the Ordering and set out in the Invoice to the Order and in the Order Amount Calculation.

Website means www.net-film.ru, www.net-film.eu, www.net-film.us websites, including various subdomains (3rd and higher tiers) of net-film.ru, net-film.eu, net-film.us domains, as well as the technical infrastructure of Net-Film related to the features and services Net-Film provides.

Broadcasting means the Content communication to the public on radio or television, excluding cable broadcasting. In this case, broadcasting means any action making the Production available for auditory and (or) visual perception, regardless of its actual perception by the public. When broadcasting the Productions on the air via satellite, broadcasting shall mean reception of signals from a ground station by a satellite and transmission of signals from a satellite, bringing the Production to the general public attention, regardless of its actual reception by the public. Broadcasting of encoded signals shall be recognized as the Broadcasting if decoding means are provided to an unlimited number of persons by the broadcasting company or with its consent.

Retransmission means reception and simultaneous broadcasting (including via satellite) or cable broadcasting of the Content (in full and unchanged Production or its essential part broadcasted over the air or by cable by an on-air or cable broadcasting company).

Cable Communication means communication of the Content to the public by radio or television via cable, wire, optical fiber or similar means. Broadcasting of encoded signals shall be recognized as the Cable Broadcasting if decoding means are provided to an unlimited number of persons by the cable broadcasting company or with its consent.

Public Performance means the presentation of the Production in live performance or by technical means (radio, television, etc.), as well as the display of an audiovisual work (with or without sound accompaniment), that is, any demonstration of the original or a copy of the Production directly on screen from a film, a slide, a television frame or other technical means, as well as the demonstration of individual frames of an audiovisual work without observing their sequence, either directly or by technical means in a place open to the free visiting, or in a place with a significant number of people not belonging to the common set of people.

Rights for Online Use means making the Content available for access to any person from anywhere and at any time of his/her own choice.

New Production means a new audiovisual work and other works of authorship created or being created using the Content or any parts of the Content.

Terms not defined in this section shall have the meanings given to them in the Civil Code of the Russian Federation (Part Four) dated 18/12/2006 and other regulatory legal acts of the Russian Federation.

SUBJECT OF THE AGREEMENT

  1. Net-Film shall grant the User a simple non-exclusive license to use the Content specified in the corresponding Order, meeting the conditions and requirements set out in section Ordering Requirements, in the ways and to the extent specified in section License Execution, subject to the restrictions specified in sections License Restrictions and Limitation of Liability, for the fee specified in the License.
  2. The terms of granting any licenses provided for hereunder shall not apply to the Orders executed in violation of any term of the User Agreement or hereof. The Licenses shall not be provided under such Orders.
  3. Any rights to use the Content under the terms hereof shall be deemed to be transferred only upon full payment of the Order Amount and receipt of the License Form from Net-Film.

BASIC TERMS

  1. Ordering Requirements:
    1. The terms hereof shall apply only to the Content specified in the Orders and confirmed by the License that meets the terms (and in compliance with the terms) specified in the subparagraphs of section Ordering Requirements.
    2. The information provided by the User for ordering shall be complete and correct.Net-Film relies on its completeness and accuracy in determining the cost of the license, services, other terms of the licenses provided. The user shall provide the following information, but not limited to it:
      1. In the case of purchasing the Content to create new audiovisual works or other products:
        1. Type of production (product, for example: TV film, program, animation work, Internet video, music video, etc.)
        2. Name of the New Production (temporary or final) that allows the identification of such production.
        3. Territory where it is planned to publish (the country where the premiere is planned, etc.) the New Production. If the premiere is planned in several countries at the same time, all countries shall be specified.
        4. Information about the producer of the New Production, if the Content purchaser is not the producer of the New Production.
        5. Term of use (if applicable).
        6. Other information at the request of Net-Film, necessary to determine the final terms of the license agreement and calculate the cost of the license and services.
      2. In case of purchasing the Content for Broadcasting or Cable Broadcasting:
        1. Information about the broadcasting company (name of the TV channel, etc.).
        2. The number of planned Content shows and the number of technical repetitions.
        3. Terms and territory of the shows.
      3. In case of purchasing the Rights for Online Use of the Content:
        1. Information about websites, platforms, etc. to make the Content publicly available.
        2. Expected audience size.
        3. Term and territory of use.
      4. In case of purchasing the Content for the Public Performance:
        1. Terms and venue of the Public Performance.
        2. The number of planned shows.
        3. Expected audience size.
      5. In case of purchasing the Content for use in other ways:
        1. Accurate information about the intended use, territory and terms of use.
      6. In all cases, Net-Film shall reserve the right to request other information necessary to determine the final terms of the license agreement and calculate the cost of the license and services.
    3. The Invoice for the Order issued by Net-Film to the User for payment and the Order Amount Calculation includes a reference (direct indication) to the terms of the User Agreement and this License Agreement, the type of license provided, main terms of the license (or a reference to the basic terms provided for hereunder).
  1. License Execution:
    1. After execution and approval of the Order and upon receipt of payment in full (in accordance with the Invoice to the Order), the Licensor shall provide the Licensee with a License Form confirming granting of rights under the Order.
    2. The License Form shall be provided by sending the completed electronic form (or a link to download the specified form) to the email address provided by the Licensor. A link to download the License Form shall also be available on the detailed order page of the website.
    3. The License Form shall contain the following mandatory information:
      1. Mandatory information:
        1. Order number and user account where the Order was placed.
        2. Licensee information (name, address, details, and other information identifying the license recipient).
        3. License types specified in accordance with the provisions of section LICENSE TYPES, including (if any) additional information required in accordance with the specified license types.
        4. Term and scope of the license.
        5. License and additional services prices (services shall be specified if available).
        6. The information provided by the User in accordance with section Ordering Requirements (Net-Film shall determine the scope of information to be included in the License Form).
        7. A list of the Content for which the license is granted.
        8. Information about the Order payment receipt by the Licensor in full.
      2. In addition, arbitrary information and additional licensing conditions agreed upon during the Ordering process may be specified.
    4. The User shall have the right (but it is not required) to obtain the original License Form at the Net-Film office during working hours.
    5. Any rights (licenses) shall be granted without the right of transfer (sublicensing) to third parties, unless expressly stated and agreed upon in the Ordering procedure, and the relevant information shall be included in the License Form.
    6. Any rights shall be considered transferred by the Licensor to the Licensee only upon payment of the total amount specified in the Order Invoice (including license and services price) and the Licensor's submission of the License Form to the Licensee.

LICENSE TYPES

  1. Individual Terms

Important! If the following licenses do not provide the rights you need, please contact us to elaborate individual licensing conditions in accordance with your project requirements.

  1. Licenses for making new audiovisual productions (and other new productions):
    1. License for making Internet products (short name: "P-IP-2020"):
      1. The Licensor shall grant the Licensee a non-exclusive right (non-exclusive license) to single-fold inclusion of the Content into a single copy of the New Production displayed or distributed over the Internet, on websites, social media, including using specialized software or otherwise, provided that the total audience of the New Production does not exceed 500,000 (Five hundred thousand) people. If the expected audience exceeds the specified number, a license for making documentaries or TV programmes ("P-DT-2020") or a license for making fiction films and TV series ("P-IT-2020") shall be issued.
      2. The license term shall be the full copyright term (unless otherwise specified in the License).
      3. The License territory shall include all countries of the world (unless otherwise specified in the License).
      4. Additional User responsibilities:
        1. At the request of the Licensor, the User shall provide information about the publication of the New Production – the date and method of the first publication.
        2. At the request of the Licensor, the User shall provide proof of compliance with the audience size limit.
    2. License for making documentaries or TV programmes (short name: "P-DT-2020"):
      1. The Licensor shall grant the Licensee a non-exclusive right (non-exclusive license) to single-fold inclusion of the Content into a single copy of the New Production. This license can apply to the following types of television products:
        1. Documentaries
        2. News and newscasts.
        3. Documentary TV shows, reviews, cycles.
        4. TV shows of other genres (including talk shows) except for those specified in the License terms for making fiction films and TV series ("P-IT-2020").
      2. Additionally, the license shall include all the terms and rights specified in the License for making Internet products ("P-IP-2020"), except for restrictions on the audience (without restricting the audience).
      3. The License term shall be the full copyright term (unless otherwise specified in the License).
      4. The License territory shall include all countries of the world (unless otherwise specified in the License).
      5. Additional User responsibilities:
        1. At the request of the Licensor, the User shall provide information about the publication of the New Production (the date of the first show and the TV channel of the first show).
    3. License for making fiction films or TV series  (short name: "P-IT-2020"):
      1. The Licensor shall grant the Licensee a non-exclusive right (non-exclusive license) to single-fold inclusion of the Content into a single copy of the New Production. This license can apply to the following types of television products:
        1. Fiction films.
        2. Fiction series.
        3. Other fiction TV shows.
      2. Additionally, the license shall include all the terms and rights specified in the License for making documentaries or TV programmes ("P-DT-2020").
      3. The license term shall be the full copyright term (unless otherwise specified in the License).
      4. The License territory shall include all countries of the world (unless otherwise specified in the License).
      5. Additional User responsibilities:
        1. At the request of the Licensor, the User shall provide information about the publication of the New Production (the date of the first show and the TV channel of the first show).
    4. License for making new productions for showing in cinemas (short name: "P-K-2020"):
      1. The Licensor shall grant the Licensee a non-exclusive right (non-exclusive license) to single-fold inclusion of the Content into a single copy of the New Production to be shown in cinemas.
      2. Additionally, the license shall include all the terms and rights specified in the License for making documentaries or TV programmes ("P-DT-2020") and the License for making fiction films or TV series ("P-IT-2020").
      3. The license term shall be the full copyright term (unless otherwise specified in the License).
      4. The License territory shall include all countries of the world (unless otherwise specified in the License).
      5. Additional User responsibilities:
        1. At the request of the Licensor, the User shall provide information about the publication of the New Production - the date of the first show.
      6. License for making advertising content (short name: "P-R-2020"):
        1. The Licensor shall grant the Licensee a non-exclusive right (non-exclusive license) to single-fold inclusion of the Content into a single copy of the New Production (or other materials) intended for promotion and/or advertising of products, services, etc.
        2. The license period shall be agreed by the parties at the Ordering stage and specified in the License Form (if not, it shall be considered equal to one year).
        3. The License territory shall be agreed by the parties at the Order stage and specified in the License Form (if not, the territory shall be the Russian Federation).
        4. Additional User responsibilities:
          1. Provide information about advertised products, services, etc.
          2. Provide information about the expected audience and territories and channels for distribution and/or showing promotional materials.
  2. License for the Rights for Online Use (short name: "I-2020").
    1. The license shall apply to the Right for Online Use of the entire content as an independent audiovisual production without alteration or reprocessing (does not imply inclusion in another production).
    2. The Licensor grants the Licensee a non-exclusive right (non-exclusive license) for Online Use on the terms agreed at the Ordering stage specified in the License Form. At the same time, the parties shall agree on at least the following conditions:
      1. License term and territory.
      2. Limit on the number of shows (audience coverage), if available.
      3. Permitted Channels and platforms showing the Content.
      4. License price or the procedure of its definition.
  3. License for Public Performance (short name: "PI-2020").
    1. The license shall apply to the Public Performance of the entire content as an independent audiovisual production without alteration or reprocessing (does not imply inclusion in another production).
    2. The Licensor grants the Licensee a non-exclusive right (non-exclusive license) on the terms agreed at the Ordering stage specified in the License Form. At the same time, the parties shall agree on at least the following conditions:
      1. License term and territory.
      2. Limit on the number of shows (audience coverage), if available.
      3. Permitted methods and/or technical means of showing the Content.
      4. License price or the procedure of its definition.

RESTRICTIONS

  1. License Restrictions:
    1. All license types that imply inclusion of the Content in the New Production or other product shall be subject to the following restrictions:
      1. The use of musical products included in the Content, as well as the reprocessing of these musical products shall be permitted only if the Licensee independently agrees the right to such use with the authors of musical products. When using the musical products included in the Content, the Licensee shall comply with the provisions of the applicable legislation.
      2. The use of other audiovisual productions included in the Content (including feature and animated films, clips, etc.) as well as trademarks shall be permitted only if the Licensee independently agrees with the rights holders of these audiovisual products and trademarks (unless otherwise specified in the relevant Order).
      3. In cases stipulated by the law, the Licensee shall independently obtain the necessary permissions to use the images and voices of individuals captured in the broadcasted Content under the Agreement, in the New Production.
  2. Limitation of Responsibility:
    1. The Licensee shall not be responsible for violations of the law caused by the context where the Content provided under the Order is used.
    2. The Licensee shall not be responsible for any consequences and losses that may arise as a result of the User providing incomplete or inaccurate information at the Ordering stage, including possible consequences and losses in the event of the Licensor revoking the granted licenses if the User violates the terms of the User Agreement and/or the License Agreement.
    3. The Licensor shall have the right at any time before providing the User with the License Form and receiving payment in full, to refuse the User to issue the license (submit the License Form), with or without explanation (including if the Licensor reveals any circumstances that prevent the license granting to the User). At the same time, the Licensee shall have no right and will not make claims to the Licensor, including even if the refusal to grant the license entailed additional costs and/or expenses and/or losses of the Licensee.
    4. Any liability of the Licensor shall occur only after the License Form is provided and payment is received, regardless of the receipt of the Content copies by the User.

FINAL CONDITIONS

  1. Contact information:

Tel.:+7 495 514 7448

Email: [email protected]

Mailing address: Valdayskiy proezd 16, bldg. 2, Moscow, 125445

  1. Net-Film details

Company name: Net-Film LLC

Address: Valdayskiy proezd 16, bldg. 2, Moscow, 125445

TIN/KPP: 7701708080/774301001

PSRN: 1077746731215


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