License agreement
This License agreement is an offer and accession agreement (hereinafter the “Agreement”) executed BY AND BETWEEN:MEDIACUBE WORLDWIDE LTD, represented by the director Antoaneta Ragalie, acting under the Articles of Association (hereinafter referred to as the “MEDIACUBE”),and _________________, (referred to as the “User”)
WHEREAS:MEDIACUBE is the copyright holder and owner of the MC Pay platform and AdsKey API, as well as other services related to it, and provides assistance in the monetization of intellectual property objects.The user is the creator or copyright holder of various intellectual property objects.in consideration of the mutual covenants and agreements contained in this Agreement, it is hereby agreed as follows:
1. INTERPRETATION
In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:
1.1. MC Pay is a mobile app and/or service located at https://mcpay.io/
1.2. Adskey is an API connected to MC Pay revealing statistics of views and income related to advertisement placement on HTML websites of the users. AdsKey API is located at https://app.adskey.io/
1.3 All other terms in this Agreement are used in the meaning specified in the agreement posted at https://mcpay.io/api/agreement (“Terms”).
2. LICENSE
We will act as a data controller in relation to personal information about you that may be either provided by you or collected by us.
b. As a data controller, we will solely determine the purposes and means of the processing of your personal information.
3. How We Use Your Personal Information
2.1. The User grants MEDIACUBE the right to place the advertising content on User’s HTML Website under exclusive license for the entire duration of this Agreement.Link to the Website: _________________ (“Website”).
For facilitation of exercise of the above right of MEDIACUBE, within 5 days from the date of signing of the Agreement the User is obliged to incorporate this HTML <meta> tag between the <head></head> tags on each page of the Web site:<meta name=“google-adsense-account” content=“ca-pub-8311821857214729">.
2.2. The rights under the Agreement are granted exclusively for monetization of the Website.
2.3. MEDIACUBE has the sublicense the right granted under the Agreement to third parties, including but not limited to Google Inc. and its affiliates.
2.4. For the rights granted under this Agreement MEDIACUBE pays the User the License Fee as specified below.
2.5. MEDIACUBE and any future sublicensees have the right to use the Website in the following ways:
- copying, storage, inclusion in databases;
- conversion to any electronic format;
- providing and making available to the public, public display, providing the public with the opportunity to view/listen to сontent interactively at their request from anywhere and at any time;
- analysis and creation of algorithms, formation of statistical data based on Website;
- advertising and announcing access to User Website, including using content owned by the MEDIACUBE, as well as advertising and announcing content owned by the MEDIACUBE, using User Website solely for the purpose of traffic exchange; using advertising materials in conjunction with Website, including the use of Sponsored Streaming;
2.6. The User understands and agrees that all rights granted to MEDIACUBE will be used for further monetization of the Website.
3. GUARANTEES
3.1. The User guarantees that they are the copyright owner of the Website and that the rights granted in accordance with the Agreement are free from claims of third parties.
3.2. MEDIACUBE guarantees that the rights granted to it in accordance with this Agreement will be used only within this Agreement.
3.3. The User guarantees that they are of legal age sufficient to enter into this Agreement and they do abide by all applicable laws and regulations concerning age restrictions, including but not limited to the legislation of their country of residence.
3.4. The Parties acknowledge that they enter into this Agreement relying on the unconditional validity and truthfulness of the guarantees given in this clause.
4. RIGHTS AND OBLIGATIONS
4.1. MEDIACUBE
4.1.1. has the right to make changes to the terms of the Agreement unilaterally and post a new version of the Agreement in the Personal Account. The User undertakes to monitor such changes independently.
4.1.2. is not entitled to make unilateral changes to clauses 5.5, 5.6 and 8.1 of the Agreement without the consent of the User.
4.1.3. has the right to terminate the Agreement unilaterally by notifying the User. The date of termination will be the date of sending of the notification.
4.1.4. is obliged to provide services of monetisation of the Website by means of advertisement placement and provide the User with relevant statistics on AdsKey.
4.2. User
4.2.1. Bears the rights and performs the duties under the Agreement.
4.2.2. Has the right to terminate the Agreement by sending a notification 30 days before the date of termination.
5. CONSIDERATION
5.1. Payments are made in US dollars. The Currency of the Agreement is US Dollars.
5.2. MEDIACUBE pays License Fee to the User by crediting it to the Personal account in MC Pay.
5.3. In order to receive the License Fee, the User must register with MC Pay.
5.4. MEDIACUBE credits the License Fee in the amount of a share of the remuneration received by MEDIACUBE under Website sublicense agreements (as permitted by this Agreement) with third parties, to User’s Profile Balance in MC Pay.
5.5. The agreed License Fee for the use of the Website under this Agreement is:
- 80% of the remuneration received by MEDIACUBE under the Website sublicense agreements with third parties.
5.6. The License Fee is calculated solely on the basis of sublicense agreements concluded by MEDIACUBE with third parties.
5.7. The term of crediting the License Fee to the Personal Account of the User in MC Pay is no later than the last day of the month following the reporting month (the month when the Website generated income).
5.8. All expenses related to bank transfer (bank commissions for transfer, conversion, etc.), as well as expenses incurred by MEDIACUBE as a result of making a transfer using electronic payment systems, fees, taxes are deducted from the User’s remuneration. All taxes established by the legislation of User registration are paid by the User in the state of their registration independently.
6. MISCELLANEOUS
6.1. Notices
Any notification pursuant to the present Agreement shall be sent by registered courier or email and is deemed received on the date actually received when delivered by a registered courier,actually sent when delivered by email.
6.2. Confidentiality
The Parties shall keep strict confidence on financial, commercial and other kind of information received from each other further to the execution hereof and shall take all necessary precautions to avoid divulgence of the obtained information, it being understood that such information may be disclosed to the tax and other competent authorities of the relevant countries for the Parties, as well as to their professional legal advisers and accountants.
6.3. Severability
The unenforceability or invalidity of any clause, sub-clause, section or provision of this Agreement shall not affect the enforceability or validity of the rest of this Agreement.
6.4. Part of the Agreement
The Agreement is an integral part of the Terms and everything that is not regulated by this Agreement is governed by the Terms.
6.5. Other conditions
This Agreement is a complete and exhaustive document regulating the relations of the Parties on the issues of Website monetization. From the moment of acceptance of this Agreement, all previous oral and written agreements between the Parties in this regard are deemed invalid and/or terminated (including any public offers, additional agreements and other agreements related to the provision of services to the User). Using AdsKey means that the User agrees to all the terms of the Agreement.
7. GOVERNING LAW
7.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Cyprus.
7.2. All disputes are subject to consideration at the location of MEDIACUBE.
8. DURATION
8.1. The Agreement comes into force from the moment of User acceptance and is valid for 1 (one) month.If the User does not notify MEDIACUBE of its intention to terminate the Agreement 30 days before its expiration date, it will be extended for the next 2 months under the same conditions for an unlimited number of times.
8.2. Mediacube has the right to suspend the provision of services under this Agreement in case the User fails to incorporate the code into the Website as specified in para. 2.1 of the Agreement, as well as due to the unavailability of the Website.
Date of accession by the User: [date]
AdsKey