«Sites» shall mean websites, including Social Networks, the rights to administer which, and/or the rights to place information on which, and/or the rights to enter into relevant contracts in respect of which belong to the Customer, including www.odnoklassniki.ru and/or www.mail.ru, as well as mobile versions of these sites and official mobile and desktop applications of VK LLC being distributed through other platforms.
«Social Network» shall mean multi-function sites intended for the interaction of Users with each other and the use of certain software functions, including Social Games.
«Browser Game» shall mean an interactive online game for the use of which the User must (1) have access to the Internet and (2) open an appropriate page of the Site using a supported browser.
«Client Game» shall mean an interactive online game for the use of which the User must (1) install the Game Client on a personal computer (PC) and (2) have access to the Internet.
«Social Game» shall mean an interactive online game for the use of which the User must (1) have access to the Internet and (2) open an appropriate page of the Social Network using a supported browser and (3) be a registered user of the Social Network.
«Game Client» shall mean the software required for the User to play the Client Game that should be installed on the User’s PC. The Game Client shall be manually installed by the User on the User’s PC. The Game Client may be distributed via the Internet. The Game Client, being distributed via the Internet, shall be provided to the Users free of charge, unless otherwise stipulated.
«Software» shall mean the Browser Game, Client Game, Social Game and/or other Application that operates within the Site using an Application Program Interface (API).
«User» shall mean an individual accessing the Site and using the Software within the Site.
«Application» shall mean the software/interactive service of the Contractor, including the Social Game, except for software products of the Contractor, through which the sale of goods, services or rights to the results of intellectual property is made remotely.
«API» («Application Program Interface» or the «Interface») shall mean a set of rules and conventions with regard to call formats and procedures that define how software products interact.
SDK («Software Development Kit») shall mean a set of development tools that allows third-party developers to use in their applications certain functions and procedures provided by the Social Network.
«Rules for Software Placement» shall mean a set of requirements that the Software must meet in order to be placed on the Site. In order to be placed on the Site, the Application must comply with the Rules for Application Placement at https://apiok.ru/res/files/apps/OK_platform_rules_EN.pdf. The Rules for Application Placement shall be an integral part of the Rules for Providing Service.
«Protocol» shall mean a document executed using the Customer’s software, confirming the fact of the Contractor’s acceptance of the terms and conditions of these Rules and containing information about the Contractor, as well as information about the time and date of Contractor’s proper accession to the Rules. The Protocol may be a written document signed by the Contractor and containing a list of the Contractor’s Software, use of which the Contractor provides services to the Customer under the Agreement.
«User Support» shall mean a set of measures, within the framework of which the claims of the Users are settled via the Internet, as well as the prompt elimination of errors in the Software and/or the Software database at the request of the Users is made.
«Attracting the Users to the Site» shall mean providing the Users’ with an access to the Software through the Site, which is fine for the Users to visit, while contributing to an increase in the Users’ visits as a result of the Use of the Software, an increase in the duration of the Users’ staying on the Site, and forming a positive attitude of the Users towards the Site.
«Reporting Period» shall mean one (1) calendar month, unless otherwise stipulated.
«Billing» shall mean a set of the Customer’s software used to keep records of the scope of rights provided to the User.
«ОК» and «Mailmoney» shall mean accounting units of the Contractor’s scope of service used to attract the Users to the Site.
«Technical Support» shall mean a set of works on the Software maintenance, updates, testing, modification of the Software and/or updates, as well as services for ongoing monitoring of the Software operation stability, implementation (installation) of technical protection devices used by the Contractor, and consulting support of the Customer’s personnel related to the integration of the Software and subsequent execution of the Agreement.
«Account» shall mean an account created by the Contractor on the Site that includes information about the Contractor. Access to the Account is performed via a Personal Profile.
«Personal Profile» shall mean a private space of the Site, allowing Users to move within the information space allocated to the Contractor, in order to familiarize with Statistics Data. To log in the Personal Profile, a unique name and password obtained by the Contractor during registration on the Site shall be used.
«Statistics Data» shall mean the data generated by the Customer based on the results of automatic data processing, data on the use of the Software by the Site the Users during the Reporting Period, which can be viewed by the Contractor in their Personal Profile.
«Agreement» shall mean a service agreement with the Contractor to attract the Users to the Site, concluded through the Contractor’s acceptance of the offer (https://apiok.ru/wiki/pages/viewpage.action?pageId=89981355 or https://apiok.ru/wiki/pages/viewpage.action?pageId=89981369 depending on what taxation system is used by the Contractor) or in any other way, if applicable.
2.1. The Contractor’s registration on the Site.
2.2. Connecting the Software to the hardware and software package of the Site.
2.3. After registration, the Contractor receives a unique username and password to access the Personal Profile.
3.1. Rights and obligations of the Customer:
3.1.1. The Customer shall provide the Contractor with all necessary, complete and accurate information required to maintain and integrate the Software with the Site.
3.1.2. The Customer shall accept the services provided by the Contractor in accordance with current legislation of the Russian Federation, the Agreement and these Rules.
3.1.3. The Customer shall pay for the Contractor’s services in the amount and in the manner stipulated in the Agreement concluded by the Parties.
3.1.4. The Customer shall provide technical, organizational and other assistance to the Contractor in order to implement the Contractor’s services.
3.1.5. The Customer shall keep records of the services provided by the Contractor using Billing.
3.1.6. The Customer may at any time suspend operation of the Software on the Site and/or terminate third-party access to the Software, as well as exclude the Software from the list of Software available to the Users on the Site. If the Software operation on the Site is suspended due to improper execution of the Agreement by the Contractor, settlement of all issues with the Users shall be made at the expense of the Contractor. The Customer is entitled to suspend the Users’ access to the Software upon receipt of an official motivated statement about copyright infringement or a court decision about the fact of copyright infringement by the Contractor.
3.1.7. The Customer agrees to notify the Contractor of claims from third parties in connection with violation of copyright or other rights by the Software and has the right to inform such persons that the placement of the Software or providing access to it is made by the Contractor (with indication of their name and contact information).
3.1.8. The Customer provides the Contractor with the right to place the Software solely for the purpose of fulfilling the Contractor’s obligations under the Agreement and in accordance with these Rules.
3.2. Rights and obligations of the Contractor:
3.2.1. The Contractor has the right to engage third parties to exercise the rights and obligations under the Agreement, while remaining responsible to the Customer for their actions as for their own, unless otherwise notified by the Customer.
3.2.2. The Contractor shall, in accordance with current legislation, develop and make available for public access through the Site all the documents necessary to provide full information to the Users about the Software, User Support, Contractor and/or other persons providing the User Support.
3.2.3. The Contractor shall provide full technical support for the Software operation on their own. Interruptions in the Software operation, during which the Contractor could not provide the Services, including interruptions caused by technical failures, hacker attacks, which could be prevented by the Contractor, updating of the Software, installation of current and significant updates in total may not exceed 48 hours per month. The Contractor shall be responsible to the Customer and the Users for any failures, errors in the Software operation, as well as for interruptions in the work of the Application beyond the allowable downtime of the Software.
3.2.4. The Contractor shall organize the Support of the Users, complying with requirements of current legislation of the Russian Federation.
3.2.5. The Contractor shall independently, at their own expense, compensate for material damages or moral damage caused to Users, if such damage or damage was caused in connection with the use of their Software or content. The Customer cannot be held liable for such damages in any case.
3.2.6. If for normal operation of the Contractor’s Software it is required to place the Software on the servers of the Site in the form of files or otherwise, the Contractor shall ensure that such placement does not violate the rights and interests of third parties, including intellectual property rights and current legislation. In case of receipt by the Customer of claims from third parties associated with the placement on the servers of the Site specified software or files of the Contractor, the Contractor shall resolve these claims at their own expense, without involving the Customer.
3.2.7. The Contractor hereby guarantees to the Customer that the Contractor, when placing the Application on the mobile version of odnoklassniki.ru (m.odnoklassniki.ru), will provide authorization in the Application on any other sites through accounts on odnoklassniki.ru from the date the Application appears in the list of available Applications on the mobile version of odnoklassniki.ru (m.odnoklassniki.ru).
3.2.8. In case of third-party claims related to the placement of the Software or files of the Contractor or in connection with the placement of the Contractor’s Software on the Site or uninterrupted access to it, the Contractor shall resolve these claims by themselves and at their own expense, without involving the Customer.
3.2.9. The Contractor shall add to the Software the information that is mandatory for the Users in accordance with requirements of current legislation of the Russian Federation, including information about persons who has placed the Software, their location and contact information, the procedure for sending and receiving claims, and the procedure for using the Software. This information should enable the User to accurately determine the type of services provided, the method of their provision, as well as the payment procedure for them and other significant terms and conditions of service provision.
3.2.10. The Contractor confirms that during the entire period of the Software operation on the Site, it has all necessary rights to use the Software and provide the Customer with the rights to use the Software in accordance with these Rules.
3.2.11. The Contractor shall immediately inform the Customer about official written claims of third parties in connection with the Software operation and achieved ways of settling such claims.
3.2.12. The Contractor shall provide the necessary contact information, using which third parties can promptly contact the Contractor to settle their claims.
3.2.13. If the Contractor performs preventive or technical works, including updating the content of the Software, leading to the suspension of the Software, the Contractor shall notify the Users about it by adding the relevant information in the Software or in any other way provided for by the Site.
3.2.14. The Contractor, at the request of the Customer or in connection with an official request of third parties, must provide documents confirming their rights to using the Software and providing the Customer with these rights, including possible copyright agreements, licenses and permits from the rights holders. The Contractor may not disclose the financial terms of such submitted documents.
The Contractor hereby guarantees that by virtue of law and/or agreement it has sufficient rights to grant the rights to use the Software to the Customer in accordance with Clauses 5.1. and 5.2. of these Rules, and the Contractor has the documents confirming that it has such rights. At the request of the Customer, the Contractor shall promptly provide the latter with duly certified documents confirming that it has the above rights.
3.2.15. If the Contractor places advertisements in the Software, the following requirements must be met:
126.96.36.199. If the object of advertising is an information product, classified by the Federal Law “On Protection of Children from Information Harmful to their Health” as the information product subject to mandatory adding of the information product sign, the Contractor shall include the information product sign in the advertising materials, in accordance with the category provided for by the said law.
188.8.131.52. If the Customer fails to fulfil or improperly fulfils the requirement specified in this clause, if this results in bringing the Customer to administrative responsibility and imposing an administrative penalty on the Customer by a competent authority, the Contractor shall compensate the Customer for losses incurred in this regard in full, including compensation for fines paid by the Customer and potential court fees.
3.2.16. The Contractor guarantees to the Customer that the Software does not contain malicious objects (computer viruses), has no remote access means (“Trojans”), does not install during operation or installation any additional modules, “shortcuts” or links, does not change individual settings of the Users (such as “home page”, “autoload”, etc.), does not transmit any personal or technical information without permission.
4.1. Calculation and payment of remuneration to the Contractor shall be made according to the results of each Reporting Period on the basis of the Customer’s Statistics Data. The cost of the Contractor’s services is determined in accordance with the Agreement.
4.2. Not later than 5 (five) calendar days from the expiry of the Reporting Period, the Contractor shall send to the Customer the Statement (in the form specified in Appendix No. 1), Report, VAT Invoice and Invoice in accordance with the current norms of the legislation of the Russian Federation.
4.3. A Statement, Report, VAT Invoice and Invoice are provided to the Customer signed by authorized representative of the Contractor and sealed in electronic scanned form by the Contractor through the Customer’s software (with subsequent sending of the originals of these documents to the Customer).
4.4. In case of discrepancies between the Statistics data and the Billing Data, the Customer shall electronically notify the Contractor of the reasoned and substantiated rejection of the Statement within three (3) business days after receipt of the Statement. In this case, the Contractor shall have the right to reasonably reject the response received within the same period of time with attaching written reasons. In this case, the Parties shall resolve the disputed issues, make the necessary amendments to the documents and approve them no later than three (3) business days from the date of receipt by the Contractor of a reasoned refusal. In the absence of a reasoned refusal, the Contractor shall send the original Statement, Report, VAT Invoice and Invoice before the end of the month following the Reporting Period.
4.5. The Customer shall be deemed to have fulfilled their payment obligation from the moment the funds are debited from their current account.
4.6. If the Customer receives a notification from the Customer’s technical partners about the fact of fraudulent payments (fraud) by the Users, the Customer shall correct the payments and take this correction into account in the period when such notices are sent.
4.7. For the avoidance of doubt, at the end of each calendar year and upon termination of the Agreement (its early termination) within thirty (30) days from such date, the Parties may draw up, at the Customer’s discretion, a Reconciliation Report to make a final recalculation of the financial obligations of the Parties.
4.8. Unless otherwise expressly stipulated, each Party shall bear all costs and expenses incurred in connection with the fulfilment of their obligations.
4.9. With regard to reports, the Parties acknowledge that the agreed Service Report is a comprehensive list of reporting data that the Contractor will request from the Customer in connection with the provision of services.
5.1. In order to ensure the provision of services, the Contractor shall provide the Customer, under a simple non-exclusive license, the right to use the Software in the form of placing the Software in free access and for public information on the Site without territorial restrictions. The cost of the right to use the Software provided to the Customer in this way is included in the Contractor’s remuneration for the provision of services paid in accordance with Clauses 4.1.–4.9. of these Rules and is not subject to separate calculation.
5.2. The Customer shall be entitled to transfer, without territorial restrictions, the rights to use the Software to the Users by sublicensing them under the terms and conditions of the standard License Agreement, concluded between the Customer and the Users by placing the Customer’s public offer on the Site. Without limitation, the Contractor authorizes the Customer to provide the Users with the rights to use the Game Client by downloading, saving and installing it on a PC.
The Contractor confirms that it is familiar with the text of this License Agreement and has no objections to the Customer’s providing the Users with the rights to use the Software under the terms and conditions of this License Agreement.
The Contractor provides the Customer with the right to use the Software without territorial restrictions in the following ways:
(a) making the Software available to the public on the Internet in such a way that any person may access the Software from any location and at any time;
(b) distribution of the Client Game on the Internet through any site or software;
(c) reproduction of the Software, including the Client Game, on the server hardware (if the reproduction is not performed on the Contractor’s side);
(d) advertising and promoting the Software in any manner without limitation, including by posting promotional materials created using a piece(s) of the Software.
5.3. The rights to use the Software, under Clauses 5.1. and 5.2. above, are provided for a period of five (5) years with subsequent automatic prolongation of this term for each subsequent calendar year, if neither Party of the Agreement expresses their will on early termination not later than thirty (30) calendar days before the moment of such termination.
5.4. The Customer does not provide the Contractor with any additional reports on the use of the Software, except for the statement specified in Clause 4.3. above.
5.5. The Contractor hereby guarantees that (a) the Contractor is the rights holder of the Software (or the person additionally indicated by the Contractor), (b) providing the Customer with the rights to use the Software in accordance with this Section 5 does not and will not violate the terms and conditions of any transaction of the Contractor with third parties, (c) the use of the Software by the Customer and/or the Contractor under the Agreement does not violate the rights of third parties, including, but not limited to, copyrights, related rights, rights to trademarks and other means of individualization, as well as personal non-property rights of individuals.
6.1. These Rules shall be an integral part of the Service Agreement concluded between the Customer and the Contractor and shall take effect from the date of conclusion of such Agreement and shall be valid for the period of its validity.
6.2. The invalidity of any provision of the Agreement shall not invalidate other provisions of the Agreement or these Rules in general.
6.3. The Customer has the right to terminate the Agreement, in whole or in part, without prior notice in case of breach of any guarantee provided by the Contractor under the Rules, and has the right to suspend the services until the settlement of the dispute, if any claims were filed regarding the Software and full financial settlements with the Contractor were made.
7.1. The Contractor and the Customer shall be liable for failure to perform or improper fulfillment of obligations in accordance with the legislation of the Russian Federation.
7.2. The Contractor shall be responsible for the content and reliability of the information contained in the Software, for violation of copyright or related rights, unauthorized use of brands, trademarks, company names and logos, as well as for the obligations assumed to third parties regarding the services.
7.3. In case of claims from third parties related to the Software, the Contractor shall independently and at their own expense settle these claims.
7.4. If the Customer is involved in a lawsuit through the fault of the Contractor, as well as the imposition of fines on the Customer by regulatory authorities, in connection with the fulfillment of the Customer’s obligations, the Contractor shall compensate the Customer relevant losses in full, including judicial and other expenses.
8.1. Any Party shall be released from liability for non-performance or improper performance of their obligations in the event of force majeure.
8.2. Force majeure shall mean circumstances of an extraordinary, unavoidable and unforeseeable nature, precluding or objectively preventing the performance of the Agreement, the occurrence of which the Parties could not foresee and prevent by reasonable measures.
8.3. The Party referring to the force majeure circumstances shall notify the other Party in writing of the occurrence of such circumstances within five (5) calendar days from the date of occurrence of such circumstances.
8.4. If the Party referring to the force majeure circumstances has not duly notified the other Party of the occurrence of such circumstances, such Party shall lose the right to refer to the above circumstances in the event of non-performance or improper performance of their obligations under this Agreement.
9.1. The content of the Agreement is strictly confidential. Unless otherwise expressly stipulated by the Agreement, neither Party shall have the right to reveal or in any other way directly or indirectly disclose the circumstances of the Agreement, its contents and terms and conditions, information about the Parties and/or any other documents and information (including legal, commercial, technical or organizational information) in their possession, received from any persons or became available in any way in connection with the Agreement or during its fulfilment.
9.2. Neither Party shall be entitled to independently use information and documents being confidential under the Agreement for personal purposes or for profit outside of the scope of the Agreement. For the purpose of the Agreement, confidential information shall mean any scientific and technical, technological, commercial, organizational or other information having actual or potential commercial value for the Parties under the Agreement because it is unknown to third parties who could benefit from its disclosure or use, to which there is no free access on a legal basis and in relation to which adequate protection measures are taken.
9.3. Each Party shall ensure compliance with confidentiality on the part of their employees, auditors, consultants, technicians and other persons involved due to the conclusion and performance of the Agreement and shall be liable for confidentiality compliance by them regarding the information received.
9.4. The Contractor shall be entitled to make a statement, including a public one, about the fact that the relevant Parties have entered into the Agreement, only after receiving a written consent from the Customer and without disclosing its specific terms and conditions. The form and content of such statement shall be agreed upon with the Customer in writing.
10.1. Disputes between the Parties, as well as between the Parties and third parties in connection with the conclusion, execution and termination of the Agreement shall be settled in the Commercial (Arbitration) Court of Moscow. Compliance with the pre-trial compliant procedure shall be mandatory. Claims shall be submitted with the signature of the authorized representatives of the Parties and shall be considered by the Party that received the claim within ten (10) calendar days from the date of its receipt.
10.2. Written documents (including notices, letters, demands, etc.) under the Agreement may be sent by one Party to another by courier or registered mail. Copies of these documents may also be sent by fax or e-mail with mandatory subsequent submission of the original documents.
10.3. The Customer has the right to require the Contractor to provide certified copies of documents: Extract from the Unified State Register of Legal Entities, OGRN Certificate, Tax Registration Certificate, Executive Body Appointment Order or Power of Attorney authorizing the person signing the Agreement to perform such actions, as well as copies of any permits or licenses to use the intellectual property when fulfilling obligations under the Agreement. The documents specified in this clause shall be provided within ten (10) calendar days of receipt of the request.
10.4. An integral part of these Rules is the Procedure for consideration of the Application, claims and disputes arising in connection with the Application, which are posted at the bottom of the page of each relevant Application on the Social Network. The Contractor shall provide technical support for the Application and feedback to the User in accordance with the above Procedure.
Revised on 25.02.2022
Statement for ___________ 20__ г.
|Item No.||Name of the Software||The number of received “OKs” for the reporting period in connection with the Software, accessed through www.odnoklassniki.ru and its mobile version and/or official mobile and desktop applications of VK LLC being distributed through other platforms.||The number of received “Mailmoneys” for the reporting period in connection with the Software, accessed through www.mail.ru and its mobile version and/or official mobile and desktop applications of VK LLC being distributed through other platforms.|
Statistical and billing data for _______ 20__ г.(for payers and non-payers)
__________________ / ______________________ /