Licence Offer Agreement
This Licence Agreement (the "Agreement") is entered into between LITRES OPERATIONS LIMITED (established and registered under the laws of the Republic of Ireland, Registration No. 650295, located at 18 MALLOW STREET, CO. LIMERICK, LIMERICK, V94N12Y, IRELAND), hereinafter referred to as the "Licensee", and You, hereinafter referred to as the "Licensor" (collectively referred to as the "Parties"),
WHEREAS:
(1) The Licensor (an individual / a legal entity represented by its authorised representative or a person duly authorised under its incorporation documents) is the Author of the Title and/or holds an exclusive right (copyright) to the Title or holds a right to use the Title and a right to grant the Licensee the right to use the Title under the terms and conditions hereof without any restrictions on entering into the relevant legal relations in accordance with the applicable laws;
(2) The Licensor intends to grant the Licensee the right to use the Title under the terms and conditions hereof;
(3) The Licensee may post the Title on the Web Resources for the use under the terms and conditions hereof;
(4) The Licensee may at its discretion post the Title on the Web Resources or refuse to post the Title or terminate the use of the Title, including without notifying the Licensor of the reasons for such refusal to post the Title on the Web Resources / termination of the use of the Title,
the Parties have agreed as follows:
(A) The terms and conditions hereof shall be deemed fully and unconditionally accepted by the Licensor subject to the following actions:
· The Licensor confirms that it has read and understood the Agreement and agrees with all the terms and conditions of the Agreement;
· The Licensor completes registration, including confirmation, and provides the Licensee with the Titles for posting
By performing the above, the Licensor commits to properly fulfill all obligations hereunder and takes full responsibility for adhering to the law (including intellectual property laws).
The Agreement shall be deemed executed upon the Licensor performing the above-stated actions to accept the Agreement.
(B) The Licensee making the Agreement available to the public shall mean that the Licensee assumes all its obligations under the Agreement.
(C) The Parties have agreed that this template of the Agreement shall be for the convenience of the Parties, such Agreement shall be a proper evidence of the rights and obligations arising between the Parties, it does not prejudice the rights and interests of any of the Parties, and does not constitute grounds for invalidity or non-existence of the Agreement.
In the Agreement and its Appendices, the Parties have agreed on an unambiguous interpretation of the following terms and concepts:
Titles (individually, a Title) mean the protected intellectual property: texts of literary works (including translations thereof), their names, forewords, abstracts, articles, etc., Artworks recorded in various formats (including digital ones) suitable for their reproduction, i.e. production of one or more copies of the Title or a part thereof in any tangible form (including as a sound recording) by recording them in Computer memory, and for the distribution of copies of the Title in any form, as well as for making the Title available to the public via the Internet or other data networks.
Artworks mean covers, illustrations, photographs, design titles, and other images.
Authors mean authors of the Titles (including authors of Artworks, translators, compilers, or other authors of derivative or composite works).
Catalogue means a list of all Titles used by the Licensee (including those provided to the Licensee under agreements with other licensors).
Title Index Card means information on the Title placed by the Licensee on the Web Resources, including cover, name of the Title, name(s) of the author(s)/right-holder(s), summary and other appropriate details.
Author Card means information on the Author posted by the Licensee on the Web Resources.
Computer means a personal computer that may be connected to the Internet for recording, storing, reproducing and/or reading and viewing the Titles. For the purposes of this Agreement, any similar devices and, in particular, mobile communication devices, including, without limitation, mobile phones, pocket PCs, smartphones, etc., shall also be recognised as Computers.
Users mean individuals or legal entities that have accepted the terms and conditions of the user agreements of the Licensee, its affiliates or partners, and that have been granted access to the Titles on the Web Resources.
Web Resources mean the Websites, Mobile Applications, and other resources at the discretion of the Licensee.
Websites mean websites on the Internet designated by their domain names owned (managed) by the Licensee, its affiliates or partners.
Mobile Applications mean software owned by the Licensee, its affiliates or partners used on mobile phones, smartphones, personal communication devices or other devices applied by the Users for gaining access to the Titles:
Selling Price means the price at which the Title is transferred to the Licensee for distribution in a printed form. Such Selling Price shall be indicated in the Title Index Card.
Reporting Period means a period agreed by the Parties that is equal to one calendar quarter of the year (three months). The first Reporting Period shall commence from the time the Licensor starts posting the Titles on the Web Resources (if the Licensee decides to post the Titles on the Web Resources) and ends on the last day of the relevant calendar quarter of the year.
Report means a document containing information on the use of each Title in the manners specified in Clause 1.2. hereof (if the Licensee decides to post the Titles on the Web Resources), the fee to be paid by the Licensee to the Licensor for the Reporting Period, and any other information agreed by the Parties.
Personal Account means a personal confidential page of the Licensor on the Web Resources created by the Licensee and protected by a login and password, which stores information on the statistics of the use of the Titles, the accrual of fees, the status of settlements, and other necessary information as part of the execution hereof.
Other terms not defined above may be used in this Agreement. Such terms shall be interpreted in accordance with the Agreement and/or the applicable laws. If there is no unambiguous interpretation of the term in the Agreement and/or the applicable laws, the Parties shall be guided by the interpretation of the term prevailing on the Internet and in business practice.
To the extent and under the terms and conditions hereof, the Licensor shall grant to the Licensee the rights to use the Titles in the following ways:
1.1. To reproduce each Title an unlimited number of times, i.e. to make an unlimited number of copies of the Title or a part thereof in any tangible form, including, but not limited to, a printed form, an electronic form (as well as in the form of a sound recording, if separately agreed with the Licensor) in digital and other formats that are known to date and that will become known in the future, in an optical or other machine-readable form (including various text formats), by recording in the Computer memory, as well as by recording on any other tangible media at the Licensee's discretion, for the following purposes:
A) for preliminary reviewing of the Title and assessing it in order to decide on its posting on the Web Resources for commercial purposes in the ways specified in Clause 1.2 hereof;
B) for posting the Title on the Web Resources for commercial purposes in the ways specified in Clause 1.2 hereof (if the Licensee decides to post the Title on the Web Resources);
C) for creating backup copies of the Title;
D) for other legitimate purposes at the discretion of the Licensee.
The rights to use the Titles in the ways specified in Clause 1.1 shall be provided to the Licensee free of charge (and the Licensor may not demand any payment for such use from the Licensee).
1.2. To disseminate (make available to the public) the Titles reproduced by recording in the computer memory in accordance with Clause 1.1. hereof and posted in a digital form on the Web Resources in such a way that any person can access each Title from any place and at any time at its own choice, including in an interactive mode, in digital networks, including the Internet, local digital networks, cellular networks, other means of access to resources on which the Titles are reproduced by:
1.2.1. Displaying (showing) the fragments of the Titles to the Users using technical means for reading the Titles in real time (online). In this case, downloading and temporary local storage (caching) of the Titles (fragments of the Titles) in the random access memory of the Users' equipment may be carried out in order to ensure the technical ability of the User to read the Titles in real time (online);
1.2.1.1. For promoting the Titles, the Licensee may make separate fragments of the Titles available to the public on the Web Resources. Such fragments shall not exceed twenty five percent (25%) of the entire text of the Title.
1.2.2. Enabling the Users to reproduce (copy) the Title for a fee (both in its entirety and its individual fragments) on the user equipment (recordings in the memory of the terminal equipment of Computers or other devices) of such Users (in digital formats that are known as of the date hereof and that will become known in the future). In this case, every User who has paid the cost of making copies of a Title (its fragments) shall have access to the Title (its fragments) for an indefinite period of time and, in particular, after the Licensee discontinues using the Title due to the expiry of its right to use the same under the Agreement or for other reasons. It is allowed to save the same Title (Title fragments) paid by the User in the Computer memory of several devices.
1.3. To distribute the Titles reproduced in a printed or other tangible form in accordance with Clause 1.1. hereof by selling reproduced tangible media of the Titles among the Users (by enabling the Users to buy the copies of the Titles through the Web Resources) without any limitations or restrictions in respect of printing.
1.4. The Title Index Card shall remain at the disposal of the Licensee even upon the expiry of the term of use for the Title. (The Title Index Card shall remain available to the Users on Web Resources, and the previously reproduced Title as per Clause 1.1. hereof shall remain in Computer memory (on the servers) of the Licensee).
2. The Titles shall be provided to the Licensee under the following terms:
·A) an exclusive licenсe (the Licensor may not issue licenсes to other persons and may not use the Titles to the extent that the right to use the Titles is granted to the Licensee hereunder);
B) a simple (non-exclusive) licenсe (the Licensor may issue licenсes to other persons).
2.1. The Licensor shall independently select the type of licenсe for each of the Titles when providing the Titles.
2.2. The Licensor may change the type of licence in respect of the Titles already provided. The changes shall become effective as of the beginning of the next calendar month.
3. The Titles may be used in all countries and states of the world.
4. The Titles may be used during the term of the Agreement (see Clause 15. hereof).
5. Procedure for accrual and payment of fees to the Licensor. For the rights to use the Titles granted hereunder, the Licensee shall pay the following fees to the Licensor:
5.1. Rates and procedures for the Licensor's fees:
5.1.1. Basic rate:
A. Rights to the Titles posted as electronic texts:
· 35% of the amounts paid by the end Users for the use of the Titles provided by the Licensor under the exclusive licence in accordance with Clause 1.2.2;
· 25% of the amounts paid by the end Users for the use of the Titles provided by the Licensor under the simple (non-exclusive) licence in accordance with Clause 1.2.2;
B. Rights to the Phonograms (Audio Recordings) of the Titles:
· 25% of the amounts paid by the end Users for the use of the Titles provided by the Licensor under the exclusive licence in accordance with Clause 1.5.;
· 20% of the amounts paid by the end Users for the use of the Titles provided by the Licensor under the simple (non-exclusive) licence in accordance with Clause 1.5.;
C. Printed form of the Titles:
· 10% of the Selling Price of the Titles provided by the Licensor under the exclusive licence in accordance with Clause 1.3.
5.1.2. Increased rate:
A. Rights to the Titles posted as electronic texts:
· 70% of the amounts paid by the end Users for the use of the Titles provided by the Licensor under the exclusive licence in accordance with Clause 1.2.2;
· 50% of the amounts paid by the end Users for the use of the Titles provided by the Licensor under the simple (non-exclusive) licence in accordance with Clause 1.2.2;
B. Rights to the Phonograms (Audio Recordings) of the Titles:
· 40% of the amounts paid by the end Users for the use of the Titles provided by the Licensor under the exclusive licence in accordance with Clause 1.5.;
· 25% of the amounts paid by the end Users for the use of the Titles provided by the Licensor under the simple (non-exclusive) licence in accordance with Clause 1.5.;
C. Printed form of the Titles:
· 10% of the Selling Price of the Titles provided by the Licensor under the exclusive licence in accordance with Clause 1.3.
5.1.2.1. The increased rate (Clause 5.1.2) shall be applicable only after the Licensor has accepted the terms of this Agreement. The increased rate shall become effective as of the date the Licensor accepts this Agreement. The increased rate shall apply subject to all of the following requirements being met:
A. The Licensor has a confirmed account.
B. The Licensor has taken the necessary implicative actions, namely, has sent a request to increase the royalty rate in the Personal Account by clicking the "Upgrade Status" button and accepting this Agreement
C. A Title has at least two hundred (200) sales in accordance with Clause 1.2.2. within ninety (90) calendar days preceding the automatic appearance of the proposal to apply the increased rate in the Licensor's Personal Account.
D. The Licensor's page has at least two hundred (200) followers
E. The Title presented by the Licensor and posted by the Licensee on the Web Resources is at least 300,000 characters long.
5.1.2.2. If the Licensor has already entered into the Agreement, the Licensor shall comply with all the requirements of Clause 5.1.2.1. to switch to the increased rate (Clause 5.1.2).
5.1.3. The amount paid by the Users (net of commissions of the Web Resources and indirect taxes applicable at the location of the Users: VAT, sales tax and other indirect taxes) shall serve as the baseline amount for calculating the fee.
For the avoidance of doubt, the Licensee shall decide to post the Titles on the Web Resources at its own discretion. Obligations to pay the fee to the Licensor shall arise for the Licensee only if the Licensor makes a positive decision regarding the posting of the Titles and actually posts the Titles on the Web Resources in accordance with Clause 1.2. hereof, and the Licensee receives funds from the Users for gaining access to the Titles on the Web Resources. The Licensee shall not make any other payments for the use of the Titles, and the Licensor shall not demand such payments. If the Licensee decides not to post the Titles on the Web Resources, the Agreement shall be terminated by the Licensee unilaterally in accordance with Clause 15.3. hereof.
When providing the Titles, the Licensor shall independently set the fee for the paid use of the Titles in the ways specified in Clause 1.2.2. hereof (the "Retail Price").
5.1.4. The Retail Price set by the Licensor shall be understood as the recommended price for the paid use of the Title in the ways specified in Clause 1.2.2. hereof. The actual price of the paid use as specified in Clause 1.2.2. hereof may vary from the Retail Price if the Title is included in any promotional events for stimulating consumer demand.
5.1.5. The Licensor may at its own discretion (including for promoting the Titles and attracting Users) provide the Licensee with any Titles under the Agreement free of charge (and the Licensor may not demand any fee for such Titles from the Licensee). In this case, the Licensee shall also provide the Titles to the Users free of charge.
5.1.6. The Licensor may change the Retail Price in respect of the Titles already provided (including by choosing to provide the Titles to the Users free of charge or by setting the Retail Price for the Title previously provided free of charge).
5.2. The procedure for calculating fees for the paid use of the Titles in a way specified in Clause 1.2.1. hereof is described in Appendix 1 hereto, respectively.
5.3. The Licensee agrees to submit usage statistics (the Report) for the Reporting Period to the Licensor, provided that the total fee of the Licensor for the Reporting Period and/or all previous Reporting Periods not covered by such Report amounts to at least EURO 1,000. This Report shall be made available to the Licensor in the Personal Account (created by the Licensee upon the Licensor deciding to use and post the Titles on the Web Resources) within fifteen (15) business days following each Reporting Period.
The Licensee shall also provide the Licensor with access to online (real-time) statistics in the Personal Account reflecting information on the current use of the Titles.
5.4. The Report for the Reporting Period shall be deemed accepted by the Licensor if no substantiated claims are received from the latter within five (5) business days via the feedback form.
5.5. The fees shall be paid out by the Licensee under an application submitted by the Licensor.
5.6. The Licensor may apply for a fee payout if the Licensee's current debt to the Licensor amounts to at least EURO 1,000. The Licensee's current debt to the Licensor shall be calculated by adding up all unpaid fees specified in the Reports accepted by the Licensor; this amount shall be posted in the Licensor's Personal Account.
5.7. The Licensee shall pay the fees to the Licensor within forty-five (45) banking days after receiving the application from the Licensee. The Licensor's fees shall be paid in a freely convertible currency (EUR and/or USD). The funds shall be transferred by the Licensee according to the details specified by the Licensor. The Licensee shall not be liable for any non-payment or delayed payment resulting from the Licensor providing incorrect (inaccurate) details or failing to inform of any changes thereof in a timely manner.
5.8. The Licensee may assign its monetary obligations to the Licensor to any third party (including, but not limited to, the Licensee's affiliates). The Parties have agreed that the monetary obligation of the Licensee to the Licensor performed by any third party shall be deemed performed by a person duly authorised by the Licensee, and the Licensor shall accept such performance.
6. For the avoidance of misunderstanding, the Parties have agreed that if in accordance with the laws of the state where the Licensor is a resident, the Licensor's fee is subject to taxation, the Licensor shall be responsible for filing tax returns and calculating taxes; any taxes shall be paid by the Licensor independently and at its own expense. The Licensee shall not act as a tax agent and shall not transfer information on the Licensor's income to the tax and other public authorities.
7. For the purposes of the Agreement, the Licensor agrees that:
7.1. The Licensee may, at any time and at its own discretion (without any additional permission from the Licensor), transfer the rights (issue sub-licences) granted under the Agreement in respect of any and all Titles in whole or in part to its affiliates, partners, and any other third parties subject to mandatory compliance with the terms and conditions of this Agreement that establish the amount, payment procedure and deadlines for the Licensor's fee (if the Agreement provides for such fee). These terms and conditions mean that, if the Licensee transfers rights to third parties, the Licensor shall calculate and pay the fee due to the Licensor under this Agreement in accordance with the terms and conditions of the Agreement.
7.2. The Licensee shall be entitled to conclude, at its own discretion, partnership (agency or other) agreements with the owners (administrators) of the relevant domain names or with other authorized persons who manage Websites or other Web Resources on which the Licensee places the Titles for use in the ways specified in the Agreement.
7.3. The Licensee shall at its own discretion determine whether to post or not post the Titles, and shall at its own discretion determine the Web Resources on which the Titles will be posted; the Licensee may also stop using the Titles on certain Web Resources and/or move the Titles to other Web Resources.
8. The Licensor undertakes, represents and warrants that:
8.1. The Licensor is the person that has accepted the terms and conditions of the Agreement, and the Licensor undertakes to fulfil the Licensee's confirmation requirements.
8.2. None of the Titles are plagiarized (neither in general nor in any part), contain slander, encroachments on the rights of third parties or can provide grounds for reasonable legal action.
8.3. The Licensor is the owner of the exclusive right (copyright holder) to the Title, i.e. the Title has been created by the creative work of the Licensor (the Licensor is the author of the Title) and as of the date of the Agreement, the Licensor has not transferred (alienated) the exclusive right to the Title to other persons; or the Licensor has acquired the exclusive right to the Title under an alienation agreement or in other lawful manner; or the Licensor has the right to use the Title under a licence agreement with the author or other copyright holder with the right to grant a licence to the Licensee under the terms of this Agreement.
8.4. The Licensor has all rights to enter into the Agreement. The rights to use the Titles in the ways provided for by this Agreement are acquired by the Licensor in accordance with the laws. None of the Titles contains any copyrighted material, the rights to which do not belong to the Licensor. If the Licensee receives any claims, complaints and/or lawsuits in respect of the Titles used under this Agreement, the Licensor shall provide the Licensee with all available documents confirming the Licensor's rights to such Titles within three (3) business days upon receipt of the icensee's request.
8.5. The Licensor warrants that the use of the Titles under the Agreement does not entail any violation of the rights and legitimate interests of third parties.
8.6. The Licensor shall provide the Licensee with full and reliable information about the Titles, including the names of the Titles, as well as about all co-authors, including their names (aliases).
8.6.1. The Licensor shall independently resolve issues associated with the relations between the co-authors of the Titles, including in terms of the distribution of income from the use of the Titles between the co-authors under the terms of the Agreement. The Licensor warrants that the fee specified in Clause 5 hereof fully exhausts the Licensor's right to receive fee for the use of the Titles and that no additional payments to either the Licensor or any third parties (Authors, other copyright holders) shall be made by the Licensee.
8.7. The Licensor warrants and is fully liable for the compliance of the content and design of the Titles with the applicable laws.
8.8. The Licensor warrants that the Titles to be provided hereunder in digital formats will not contain any viruses, worms, Trojans or similar malware.
8.9. The Licensor shall ensure that third parties that also use the Titles on the basis of licence agreements with the Licensor (Other Licensees) provide these Titles to its Users under the same terms and conditions as the Licensee does (the cost of the Titles provided by Other Licensees to its Users shall not be lower than the minimum cost of the Titles established by the Licensee).
8.10. The Licensor shall provide the Licensee with its complete and accurate details: correctly indicate its name (pseudonym) specified in the Title.
8.11. The Licensor shall provide an accurate and correct e-mail address. The Licensor shall be fully liable for providing a correct e-mail address. All messages sent by the Licensee to the Licensor at its latest e-mail address shall be deemed duly delivered by the Licensee and received by the Licensor. If for any reason the Licensor's e-mail address changes, the Licensor shall immediately notify the Licensee thereof. Before receiving a notice on such change from the Licensor, the Licensee shall send all messages to the e-mail address previously specified by the Licensor.
8.12. The Licensor shall keep its login and password for access to the Personal Account private and not disclose it to any third parties (if the Personal Account is created by the Licensee for the Licensor).
8.13. The Licensor shall accurately and correctly indicate its bank details used by the Licensee to pay fee to the Licensor for the use of the Titles (see also Clause 5.7. hereof). If its bank details change, the Licensor shall immediately notify the Licensee thereof.
9. The Licensee undertakes, represents and warrants that:
9.1. The Licensee has the ability to post the Titles on the Web Resources in accordance with the Agreement.
9.2. The Licensee shall use the Titles in accordance with the Agreement.
9.3. The Licensee shall comply with the Licensor's rights to the Titles.
9.4. The Licensee warrants that it will not use the Titles in any way other than those expressly stated in the Agreement.
10. Either Party that has failed to perform or improperly performed its obligations hereunder shall compensate the other Party for losses (reasoned and documented) caused by such non-performance or improper performance.
10.1. In the case of breach of the Agreement, the affected Party may demand recognition of rights, restoration of the situation existent before the infringement of the right and cessation of actions infringing the right or creating threat of its violation.
10.2. In case of violation by one Party (the "Defaulting Party") of any provision of the Agreement, the other Party (the "Injured Party") shall have the right to withdraw from the Agreement in whole or in part at the discretion of the Injured Party and claim damages (actual damages) from the Defaulting Party. Under no circumstances loss of profits shall be compensated.
10.3. If third parties submit legitimate and justified property claims to the Licensee in connection with the use of the Titles, the Licensor shall settle these claims with these third parties using its own resources and at its own expense.
10.4. Licensor represents and warrants that it (Licensor) will settle all and any claims (including, but not limited to, lawsuits, administrative prosecution, etc.) of third parties on all and any issues related to the use of the Titles hereunder, at its own discretion and at its own expense, in the event of such claims. In this case, the Licensor will make every effort to resolve these claims without involving the Licensee. If the Licensee is involved (pre-trial, judicial, or other proceedings), the Licensor will take all necessary measures to release the Licensee from the need to participate directly in these proceedings (entering the case on its own initiative as a third party on the Licensee's side, not obstructing the consideration of the case where the Licensor participate as a co-defendant, a proper defendant, if the court makes a relevant decision, etc.). In case of any losses related to the above incurred by the Licensee (including all possible indemnification, compensations, penalties, court fees and expenses, etc.), the Licensor shall reimburse such losses to the Licensee at the request of the latter within a period not exceeding ten (10) business days upon receipt of the Licensee's request.
11. Limitation of the Licensee's liability.
11.1. The Licensee does not guarantee uninterrupted and correct operation of the Web Resources that operate "as is" and provides no direct or indirect warranties that the Web Resources may be or not be suitable for a specific purpose.
11.2. The Licensor recognises and agrees that the Licensee does not guarantee that the Licensor will receive income from the use of the Titles in the amount desired by the Licensor as it directly depends on the Users' interest in the Titles.
11.3. Under no circumstances, the Licensee shall be liable for any third parties hacking and/or using the Licensor's e-mail, as well as for unavailability of the Licensor's e-mail.
11.4. Under no circumstances, the Licensee shall be liable for any third parties using the login and the password to the Personal Account.
11.5. The Licensee's liability shall be limited by the fee amounts due to the Licensor for the use of the Titles in accordance with Section 5 hereof.
12. Any of the Parties shall be released from liability for non-performance or improper performance of their obligations under this Agreement in the event of force majeure.
12.1. Force majeure means circumstances of an extraordinary, unavoidable, and unforeseen nature that exclude or objectively hinder the performance of this Agreement, the occurrence of which the Parties could not have foreseen and prevented by reasonable measures. For the purposes of this Agreement, they also include failures in telecommunications and energy networks, malware (viruses), as well as misconduct of third parties resulting in unauthorized access and/or disabling of the software and/or hardware complex of one of the Parties, if the Parties have taken necessary and sufficient measures to prevent them.
12.2. The Party invoking force majeure shall, if technically possible, notify the other Party of its occurrence in writing within five (5) calendar days.
12.3. If the Party invoking force majeure fails to notify the other Party in the manner described above, such Party shall lose the right to invoke the above force majeure circumstances in the event of non-performance of its obligations hereunder.
If force majeure circumstances last more than 3 consecutive months, each of the Parties shall have the right to withdraw from this Agreement.
13. The Parties acknowledge that any information transmitted by them to each other hereunder (including the terms of calculation and payment of fees) is a trade secret, except for the information that is not recognized as such by virtue of the applicable laws.
13.1. The Parties may not disclose such information to third parties without the written consent of the information owner, except in cases provided for by the applicable laws.
13.2. The Parties shall be liable for the disclosure of confidential information pursuant to the procedure specified by the applicable laws.
13.3. To perform its obligations hereunder, the Licensee shall collect and store only the necessary personal data of the Licensor. When processing personal data, the Licensee shall take necessary and sufficient organisational and technical measures to protect personal data from unauthorised access.
14. Any disputes and disagreements arising out of or in connection with this Agreement shall be resolved through negotiations between the Parties. If Parties fail to do so, such disputes and disagreements shall be considered by the relevant competent court.
15. The Agreement shall enter into force upon its execution (acceptance by the Licensor) and shall be valid for one (1) year (the "Main Term"). Upon expiry of the above-mentioned period, the Agreement shall be automatically extended for one (1) year (the "Additional Term"), unless either Party declares its desire to terminate as follows:
15.1. The Licensor may terminate the Agreement at any time, either in full or in relation to a specific Title, after notifying the Licensee.
15.2. The Licensee may terminate the Agreement at any time, either in full or in relation to a specific Title, after notifying the Licensor.
15.3. The Licensee may immediately and unilaterally suspend or terminate the Agreement upon:
· Detection of a violation by the Licensor of its undertakings, representations and warranties stated in Clause 8 hereof;
· Receipt of any claims, complaints, lawsuits from third parties (including authorities) against the Licensee regarding the unlawful use of the Titles;
· The Licensee's decision to stop posting the Titles on the Web Resources;
In these cases, the Agreement shall be deemed terminated from the time the Licensee sends the relevant notification to the e-mail address specified by the Licensor.
16. The Licensee may amend/supplement the text of the Agreement from time to time. Such amendments/supplements shall come into force and become binding on the Parties from the time the updated version of the Agreement is posted by the Licensee. In this case, the Licensee shall perform all obligations to the Licensor assumed earlier (before the effective date of such amendments/supplements) with respect to the Titles posted, including the procedure for calculating, accruing and paying the Licensor's fees for the use of the Titles.
17. If any provision of the Agreement is deemed invalid or unenforceable in any part, other provisions shall remain in full force and effect, provided that the Agreement can be performed without such invalid provisions.
18. If a Party has not exercised (or has not fully exercised) any of the rights under this Agreement, this shall not be interpreted as that Party waiving such right in the future and/or in full.
19. The Agreement (as amended from time to time) shall constitute the entire agreement between the Parties in respect of the subject matter hereof.
