Date of publication: 17th of February 2021.
This license agreement (hereinafter referred to as the “Agreement”) governs the relations between Foodadvice LLC, hereinafter referred to as the “Licensor” and the User of the Website, the Licensee (hereinafter referred to as the “Licensee”).
1.1. Platform is a set of Services and other information contained in the Licensor’s information systems, with the access provided via the Internet at a network address in the following domains (including subdomains): https://foodadvice.me/. 1.2. Service is information, protected intellectual property, other objects of civil rights, exclusive right and (or) other property rights to which are legally owned by the Licensor and (or) which are commercialized by the Licensor. The Platform Services include the online game “FoodAdvice always cook!” and Foodadvice, as well as an online training course for the development of business skills and other services and audiovisual works, computer programs, software, the exclusive rights to which are owned by the Licensor: 1.2.1. Game is an interactive online game “FoodAdvice always cook!” and Foodadvice, which is a computer program that represents a set of data, commands and audiovisual displays generated by it (hereinafter referred to as “Data and Commands”), activated sequentially for the Licensee to obtain a certain result provided for by the game scenario. 1.2.2. Online course is an interactive online course “FoodAdvice always cook!” and Foodadvice for the development of business skills in children and adolescents aged 10 to 22, which is a computer program that represents a set of data, commands and audiovisual displays generated by it (hereinafter referred to as “Data and Commands”), activated sequentially for the Licensee to obtain a certain result, according to results of assignments. 1.4. Licensor is Foodadvice Limited Liability Company (PSRN: 1207700456391, address: 129085, Moscow, Prospect Mira, 101, bldg. 1, floor 4, premises I, room 14, office 150), which grants the right to use the Platform Services under a non-exclusive license. 1.5. Licensee is a natural person or legal entity that has the necessary legal capacity to enter into this Agreement, who is granted the right to use the Platform Services for a fee to the extent provided for in this Agreement. 1.6. Transfer of the rights to use the Platform Services is granting by the Licensor to the Licensee the rights to use under a simple non-exclusive license, in the manner specified in this Agreement. 1.7. License Agreement is the text of this Agreement between the Licensor and the Licensee, containing all the necessary and essential terms of the license agreement on granting the rights to use the Platform Services.
Before using the Platform Services, the Licensee shall read this Agreement, as well as the User Agreement posted on the Platform on the Internet at this page. After filling the mandatory fields and reading the Agreement, the Licensee accesses to (accepts) this Agreement by clicking “Sign up” or similar button, that in accordance with article 435 and 438 of the Civil Code of the Russian Federation shall mean accession (acceptance) of the Licensor’s offer, as well as the conclusion of the contract, constituting the Licensee’s obligation to comply with the terms of the Agreement. The actual use of the Platform Services shall also constitute the acceptance of this Agreement. The User hereby confirms that he/she has sufficient legal capacity to enter into this Agreement. If the User is under the age of majority (18 years) or is fully or partially incapacitated according to the legislation of the User’s country of residence, the User hereby confirms that he/she has received the permission of his/her parents or legal representatives to conclude this Agreement in the form established by the legislation of the Russian Federation. In the interests of users with limited legal capacity, the Agreement can only be concluded by their legal representatives (guardians, trustees, etc.). Such a person shall obtain the consent or ensure that such consent is available for the entire term of the Agreement. The Licensor may request such consent from legal representatives at any time, and it should be provided to the Licensor. If it is not provided, the User will lose the opportunity to use the Game/online course. In addition, the use of the Platform Services may be suspended/terminated at the request of legal representatives.
The Platform Services are the object of the Licensor’s intellectual property, obtained as a result of the Licensor’s intellectual and marketing activities, and are a protected intellectual property and a means of individualization in accordance with the current legislation of the Russian Federation. The Licensor owns the exclusive intellectual and proprietary rights to the Platform Services. An integral part of the Game and the online course are the trademarks “FoodAdvice always cook!” and Foodadvice in audiovisual displays presented on the official website of the Platform Services and on all resources. Also, the Platform and the Platform Services are the software, the Computer Program and are subject to appropriate legal protection in accordance with the Civil Code of the Russian Federation. An integral part of the Platform is a Database of non-activated and activated data and commands and is subject to appropriate legal protection. The audiovisual displays of the Platform Services are also the intellectual property and are subject to protection. For the purpose of this Agreement, the Licensor shall transfer the right to use the specified intellectual property to the Licensee to the extent limited hereby. Under this Agreement and subject to the Licensee’s compliance with its respective terms, the Licensor shall grant the Licensee, under a simple, non-exclusive license, the right to use the relevant Platform Services as software and/or databases, as well as audiovisual displays, to the extent and under the terms set forth herein.
4.1. The Licensee shall have the right to use the Platform Services as follows: 4.1.1. participate in the Game, complete the training course under the terms of this Agreement, without the right to sublicense; 4.2. The Licensee shall not be entitled to: 4.2.1. distribute for commercial or non-commercial purposes the software, the game, the online course and other Platform Services, access to which is provided by the Licensor, or copies thereof, both by distribution on physical media, and by posting on the Internet for download by certain persons or an unlimited number of persons; 4.2.2. translate the Platform Services into other languages; 4.2.3. distribute the Platform Services for commercial purposes, audiovisual displays and visual images in the Platform Services, access to which is provided by the Licensor; 4.2.4. transfer the rights granted to the Licensee to use the Platform Services, access to which is provided by the Licensor, to other Licensees or third parties through the conclusion of a sublicense agreement or otherwise; 4.2.5. use the Platform Services in other ways not provided for herein.
5.1. The fee for granting the rights to use the Platform Services (a one-time license fee) shall be paid by the Licensee with monetary funds in Russian Rubles, or, if no fee is provided for, the right to use shall be granted free of charge for the purpose of promoting the game. The amount of the license fee shall be indicated on the Platform. 5.2. The fee for granting the rights to use the Platform Services shall not be subject to VAT in accordance with subclause 26, clause 2, Article 149 of the Tax Code of the Russian Federation. 5.3. Payment of the license fee shall be made by the Licensee by transferring funds via the supported payment systems to the Licensor’s current account. 5.4. When paying for the granting rights of access to the Platform Services, the Licensee shall follow the payment instructions on the order and methods of payment, including the rules for entering the message and the number of short text messages (SMS), including the order of entering uppercase and lowercase letters, digits and language. The Licensee will be granted the rights to use the Platform Services provided that the attached instructions and payment terms are met. The Licensor shall not be responsible for the appropriate compliance by the Licensee with the terms of payment. Regarding the rules and procedure for using payment systems to pay the fee hereunder, the Licensee should contact the legal entities — holders of such payment systems. The Licensor will neither give the Licensee clarification on issues related to the rules and order of using such payment systems nor will the Licensor pay the Licensee the compensation for money paid to acquire the rights to use the Platform Services via the payment systems, if such payments were carried out in violation of the rules established by the payment systems, resulting in that the funds were not received by the Licensor. 5.5. The rights to use the Platform Services will be granted to the Licensee only if the Licensee pays for such rights in full in accordance with the terms of this Agreement, if such payment is required. However, the Licensor shall have the right not to grant the rights to the Licensee, or to provide them to a limited extent, until the Licensor receives confirmation of payment for the rights to use. 5.6. In the event that as a result of a technical error, or a failure of the Platform Services, or the Licensee’s conscious actions, the Licensee has acquired the rights to use the Platform Services not in accordance with the procedure established hereby, the Licensee shall inform the Licensor about this fact and pay the Licensor a fee for the rights to use the Platform Services, or eliminate all consequences of their illegal use. The Licensor shall have the right to eliminate such consequences through its own effort without notifying the Licensee. 5.7. The Licensee shall keep the documents confirming the payment of fee for the granted rights to use the Platform Services during the entire period of the Licensee’s use of the Platform Services, and at the Licensor’s request provide such documents, as well as information about the circumstances of such payment by the Licensee. 5.8. The Licensee shall warrant to the Licensor that the Licensee has the right to use the funds to pay for the rights to use the Platform Services, without violating the laws of the Russian Federation and/or the legislation of a particular country, where the Licensee is a national or registered legal entity, as well as the rights of third parties. The Licensor shall not be responsible for any possible damage to third parties and/or other Licensees caused as a result of the Licensee’s use of payment funds not owned by the Licensee. 5.9. The Licensor shall not be responsible for any possible illegal actions of the Licensee when making a payment for the rights to use the Platform’s Services. The Licensor will reserve the right to unilaterally revoke the non-exclusive rights granted by the Licensor hereunder to the Platform Services, if there is a suspicion that the Licensee has committed illegal actions, until the circumstances are clarified. 5.10. If the Licensor has reason to believe that the Licensee commits illegal or fraudulent actions related to the payment of rights to use the Platform’s Services, the Licensor shall have the right to transmit the relevant information to law enforcement agencies for verification of this fact. 5.11. Special provisions for payment by the Licensee for the rights to use the Platform’s Services using bank cards: 5.11.1. Bank card transactions shall be carried out by the cardholder or an authorized person. 5.11.2. Authorization of bank card transactions shall be carried out by the bank. If the bank has reason to believe that the transaction is fraudulent, the bank shall have the right to reject this transaction. Fraudulent transactions with bank cards shall be considered a criminal offense. 5.11.3. To avoid fraud when paying with bank cards, payments made with a bank card may be verified by the Licensor. The Licensee as the card holder who has made such a payment, shall provide a copy of the documents required by the Licensor to confirm the lawful use of the bank card upon the Licensor’s request. In the case of failure to provide the requested documents by the Licensee within 14 days from the date of payment, or the doubts about their authenticity, the Licensor may suspend the Licensee’s rights to use the Platform Services until the circumstances are clarified. 5.11.4. The Licensee shall at their own discretion and expense bear all costs associated with the transfer of funds to the Licensor, including various fees and commissions of banks and payment system operators.
The Licensor shall: 6.1. subject to the terms and conditions set out herein, provide the Licensee with the possibility to use the rights to the Services of the Website; 6.2. notify the Licensee by posting new versions and changes to the terms hereof on the Website.
The Licensor shall have the right to: 7.1. at any time, unilaterally restrict, expand, change the content of the Platform Services, the software, as computer programs, without prior notice to the Licensee; 7.2. suspend or change the Platform Services, such as computer programs, change the terms of its licensing without prior notice to the Licensee; 7.3. at any time, suspend, restrict and/or terminate this License Agreement unilaterally in relation to any or all Licensees, including if the Licensee fails to comply with the terms hereof; 7.4. in order to collect statistical data and identify the Licensee, ascertain and store information about the Licensee’s IP addresses, use technical information files (cookies) installed on the Licensee’s personal computer; 7.5. send informational or technical messages related to the Platform Services to the Licensees; 7.6. when using the Platform Services by the Licensee, warn, notify, inform about the non-compliance by the Licensees with the licensing terms or other terms hereof. 7.7. at any time change, supplement, modify the Platform Services, any of the Platform parts, without any prior notice to the Licensee; 7.8. take any measures not prohibited by law to protect the own intellectual rights related to the Platform Services.
8.1. The Licensee will use the Platform Services at their own risk. 8.2. The Licensor shall not be responsible for any possible illegal actions of the Licensee or third parties. 8.3. The Licensor shall not be responsible for the Licensee’s lack of access to the Internet, for the quality of services of Internet providers which the Licensee has concluded agreements with on the provision of Internet access services. 8.4. The Licensor shall not be responsible for the direct or indirect damage to the Licensee or other third parties resulting from: 8.4.1. use or inability to use the Platform Services due to technical problems or non-compliance of the Licensee’s software used to access the Platform Services;
9.1. The Licensee shall: 9.1.1. comply with the terms of this Agreement in its entirety; 9.1.2. not exceed the limits of the use of the Platform Services; 9.1.4. not violate in any other way the Licensor’s intellectual property rights in relation to the Platform Services, in particular, the Licensee may not copy, transmit, communicate, publish, or otherwise distribute or reproduce the materials (text, graphics, audio-video) contained in the Platform Services without the written consent of the Licensor; 9.1.5. at their own discretion take appropriate measures to ensure the security of the accounts to the Platform Services and prevent unauthorized use of these accounts by third parties; 9.1.6. comply with the Licensor’s instructions, in particular, given by the Licensor to the Licensee or a group of Licensees, in the user (Licensee) support center, in the news section of the Licensor’s website, on the Licensor’s forum. If the Licensee fails to comply with such instructions, the Licensor may suspend, restrict, or terminate the Licensee’s access to the Platform Services; 9.1.7. at the Licensor’s request in connection with the conclusion or execution of this Agreement, confirm their data; 9.1.8. comply with other requirements and fulfill other obligations provided for herein as well as the Rules for using the Platform Services. 9.2. The Licensee will warrant that the Licensee has all the necessary authority to enter into this Agreement. If the Licensee has not reached the age of majority (18 years) or has become completely incapacitated due to another circumstance provided for by the current legislation, he/she shall on his/her own obtain the necessary permission in the form required by law from his/her parents or legal representatives. 9.3. The Licensee will not be allowed to: 9.3.1. use, facilitate, distribute, promote: a) automation of access to the Platform Services, means of circumventing restrictions, any code and/or software that are not expressly permitted and can be used in connection with the Application and/or any component or function of the Application of the Platform Services. b) information on software defects: create, use, or perform game operations by exploiting errors in the structure, unregistered problems or software defects. c) unauthorized connection, including, but not limited to, any connection to an unauthorized server that emulates or attempts to emulate the operation of the Platform Services; as well as any connection using third-party programs or tools not specifically authorized by the Licensor. d) commercial use, whether in whole or in part, of the Application of the Platform Services for any purpose not expressly permitted by the Licensor, including, but not limited to: use of the Platform Services for commercial purposes. e) causing or facilitating harm to any computer and/or server used to support the Platform Services. In case of any of the above actions committed, in whole or in part, the Licensor may deny the Licensee’s access to the Platform Services, Forum, groups in social networks for an unlimited period without prior notice. 9.3.2. Use other users’ information to mail out unsolicited information (spam). 9.3.3. Place intellectual property in the Platform Services without the consent of their copyright holders. 9.3.4. Post personal information of third parties in the Platform Services without their consent, including home addresses, phone numbers and passport data. 9.3.5. Place advertisements, commercial offers, campaigning or other intrusive information in the Platform Services, except as permitted by the Licensor. 9.3.6. Post or otherwise use obscene, abusive and offensive words and phrases in the Platform Services, including in the User’s name (nickname). Use the Platform Services to post materials or any information that is offensive, obscene, defamatory, insulting or degrading to the honor and dignity of other users or third parties. 9.3.7. Post pornographic or erotic content in the Platform Services, as well as links thereto. 9.3.8. Place malicious programs or links to resources that contain or may contain such programs. 9.3.9. Post threats, materials with elements of violence, cruelty, racial, interethnic or interreligious discord, calls for violence or the commission of other criminal or illegal actions, guidelines thereto, as well as links to such materials in the Platform Services. 9.3.10. Promote and display Nazi, extremist or other equivalent attributes, symbols and other objects in the Platform Services. 9.3.11. Post any other information in the Platform Services that, in the Licensor’s opinion, violates the law, morality and ethics, or is unsolicited. 9.3.12. Commit criminal or other illegal actions.
10.1. The Licensee shall have the right to use the Platform Services in the ways described herein throughout the Russian Federation and other territories where the Licensee can acquire the rights to use the Platform Services. The Licensor may, at their sole discretion, determine the territory where the rights to use the Game are granted in accordance with this Agreement. 10.2. This Agreement shall come into effect on the date of acceptance of its terms by the Licensee and shall be valid for 1 (one) calendar year. 10.3. The Agreement shall be automatically extended for each subsequent 1 (one) year, unless before the expiration date of this Agreement: 10.3.1. The Licensor makes a decision to change the provisions of this Agreement, to conclude a new agreement with the Licensees, to terminate the support of the Platform Services and access thereto, to terminate this Agreement with the Licensee, or to terminate the Licensee’s access to the Platform Services. 10.3.2. The Licensee makes a decision to stop using the Platform Services. 10.4. Unless otherwise provided by applicable law, the Licensor may at any time, without notice to the Licensee and without explanation, terminate this Agreement unilaterally out of court with immediate termination of access to and ability to use the Platform Services and without compensation for any costs, losses or reimbursements received hereunder. 10.5. The Licensor may at any time, without notice to the Licensee and without explanation, suspend access to and the ability to use the Platform’s Services without compensation for any costs, losses or reimbursements received hereunder, including in the event of any, including one-time, violation by the Licensee of the terms hereof, unless otherwise stipulated by applicable law. 10.6. The Licensee agrees and fully acknowledges that all exclusive rights to the Platform Services, namely the source and object code (including activated and non-activated data and commands), the game and training process of the game and online course, elements, user interface, graphics, characters, graphic representations, photos, animations, video images, video clips, sound recordings, sound effects, music, text content, trademarks and other components of the Platform Services, the software are owned or provided by the Licensor, unless otherwise explicitly stated in the Agreement or if the user has not accepted the offer. The Licensee agrees that any part and any element of the Platform Services, its activated and non-activated data and commands, are an integral part of the Platform and are protected by law. Notwithstanding the fact that the Licensee is granted the right to use the Platform Services, it may not be regarded as a transfer (alienation) and/or assignment of the exclusive right in relation to the Platform Services or its parts to the Licensee. The Licensee also understands and agrees that all exclusive rights to the Platform Services (translated into the appropriate language) are owned by the lawful copyright holders. 10.8. The Licensee may not use individual elements of the Platform Services without the written consent of the Licensor. 10.9. No provision of this Agreement shall provide for the assignment of any exclusive rights or the granting of an exclusive license for the Platform Services from the Licensor to the Licensee. 10.10. If the Licensee is prohibited from using the Platform Services in accordance with the laws of their country or there are other legal restrictions, including the restrictions on the age of admission to such software, the Licensee may not use the Platform Services. In this case, the Licensee shall be solely responsible for the use of the Platform Services in the territory of their country in violation of local legislation. 10.11. This Agreement may be amended by the Licensor unilaterally, provided that a notification is sent to the Licensee’s e-mail address. Any changes to the Agreement made by the Licensor unilaterally shall come into force on the day following the day of publication of such changes on the Platform website. It will be the Licensee’s responsibility to check the Agreement for changes. The Licensee’s failure to review the Agreement and/or the amended version thereof may not be invoked as a ground for the Licensee’s failure to fulfill their obligations or to comply with the restrictions set out herein. 10.12. The invalidity of one or more provisions of the Agreement, recognized in accordance with the established procedure by a court decision in force, shall not entail the invalidity of the Agreement as a whole for the Parties. If one or more provisions of the Agreement are declared invalid in accordance with the established procedure, the Parties shall fulfill their obligations hereunder in the manner as close as possible to that implied by the Parties at the conclusion and/or agreed amendment of the Agreement. 10.13. This Agreement and the relations between the Parties in connection with this Agreement and the use of the Platform Services shall be governed by the laws of the Russian Federation. 10.14. The form and method of conclusion of this Agreement shall be subject to the provisions of the Civil Code of the Russian Federation (“Civil Code”), which regulate the procedure and conditions for the conclusion of the agreement by acceptance of the public offer. 10.15. All disputes between the parties hereunder shall be subject to settlement through correspondence and negotiations using the mandatory pre-trial (claim) procedure. In case of failure to come to an agreement between the parties through negotiations within sixty (60) calendar days of receipt by the other Party of a written claim, the dispute shall be submitted by any interested party in the court of general jurisdiction at the location of the Licensor (excluding the jurisdiction of any other courts) unless otherwise expressly stipulated by the current legislation of the Russian Federation. 10.16. For questions related to the execution of the Agreement, please contact the Licensor at the address: Russian Federation,129085, Moscow, Prospect Mira, 101, bldg. 1, floor 4, premises I, room 14, office 150 or by e-mail: firstname.lastname@example.org.
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