License Agreement

License Agreement

City of Moscow

Date of placement: 17.04.21. Date of entry into force: 17.04.21.

This document is an offer by Hustle Media LLC to enter into this Agreement on the following terms:

Licensee: Hustle Media LLC, represented by CEO of Erlbaum Anton Kirillovich, acting in accordance with the Charter;

Licensor: owner of YouTubechannel and Content that is located on this Channel;

1. Terms and Definitions

For the purposes of this Document, the following terms have the following meaning:

1.1 Offer is Agreement published on the Internet

1.2 Acceptance of an offer —full and unconditional acceptance of an offer through any of the actions of the Licensor specified in the Offer, or its registration in the system under the provision of this Agreement;

1.3 Agreement — the present retention agreement between the Licensor and «Hustle Media», which shall consist through Acceptance of Offer;

1.4 Licensor— the person who accepted the Offer, the Holder of the exclusive rights to the result of intellectual activity or to a means of individualization, including audio-visual productions (TV programs, shows, films, videos, announcements, author's titles) and other intellectual activity provided for communication on the Internet;

1.5 Licensee—«Hustle Media» LLC

1.6 Widget HTML code generated at the request of Users for the Content File(s) and containing a link to the Content File(s), when placing on a site page on the Internet by its administrator allows other Users to View this Content File(s) as part of the Player without directly switching the User to the Service (embed technology);

1.7 Content audio-visual productions (TV programs, shows, films, videos, announcements, author's titles) and other results of intellectual activity, other objects, (including text information, graphics, artistic design of inter-program space, Advertising blocks) in their entirety, in respect of which the Licensor owns the exclusive right or other proprietary right that allows it to provide such results of intellectual activity intended for communication on the Internet.

1.8 Content Distribution– various ways to provide content to the target audience using various media formats, using the most effective online communication channels.

1.9 The Reporting period is a calendar month. In case the date of entry into force of the Agreement is not the first day of a calendar month, the first Accounting period is the period from the date of entry into force of the Agreement on the last day of calendar month (for example, if the date of entry into force of the Agreement of 6 October, the first Reporting period will be the period from 6 to 31 October, the second Reporting period will be the period from November 1 to 30, etc.).

1.10 Player - software that allows users to view the Content directly from the server by the Streaming method.

1.11 User – any person who uses the site service on the Internet, within which content is available for viewing.

1.12 Streaming is the transfer the Content File from the Server to any User Device For viewing the Content by the User using a technology that does not allow saving or otherwise copying the Content and/or its fragments at the end of transmission (except for caching and/or transit saving required for real-time transmission, for example, a data buffer).

1.13 Viewing - the User's playback of Content (or a fragment of Content)on any Device, carried out by Streaming method

1.14 Advertising - advertising materials placed in audio-visual form that containing ads of third parties that are licensors (advertisers) of advertising services, placed in the corresponding advertising blocks as part of the Content.

1.15 Ad blocks - time intervals in the Content intended for Ad placement.

1.16 Server-means any computer hardware server, including any network server, buffer server, workstation, or equivalent device that is used to support, facilitate access to, or provide Content to the User.

1.17 Service - an infotainment service that allows the User to access Content in Streaming mode via the Licensee's websites, mobile apps and/or Player via any of the User's Devices.

1.18 Statistics System - an online statistics system hosted on the Licensee's server that reflects information about the use of the Licensor's Content.

1.19 Term - the period during which the licensee is entitled to use the Content on the terms of the Agreement.

1.20 Territory - any sites on the Internet on the territory of the Russian Federation and other countries of the world, within which the Licensor grants the licensee the right to use the Content.

1.21 Device – program-technical device and / or equipment of the User intended for Viewing Content by the User.

1.22 File - an electronic digital copy of the Content unit.

If there is no interpretation of the term in the text of the Offer, you should be guided by the interpretation of the term defined by: first of all-the legislation of the Russian Federation, and second of all-the established (commonly used) on the Internet.

2. Subject of agreement

2.1 The licensor grants to Licensee an exclusive license right to use the content on any site in a network the Internet in territory of the Russian Federation and other countries of the world (the action "the Whole world"), in accordance with the terms of this Agreement, during the Term by any applicable law means, as existing at the time of conclusion of this Agreement with the Licensor and in any manner that can occur at any time in the future, including, but not limited to: the right to reproduce, copy, selection, organize, convert, edit, editing, translation, publication and distribution of the Content (partially or completely), bringing Content to the public, and the right to sublicense, distribution, processing, creating derivative works, publicly display, publicly perform Content, including purpose, Content distribution, advertising promotion and distribution of the Content in whole or in part in any media formats (and any media channels), providing user access to the content, without the need to obtain additional consent from the Licensor to exercise the above rights.

2.2 The Licensor undertakes to refrain from any actions that may hinder the licensee's exercise of the right to use the Content granted to it.

2.3 During the term of this Agreement, the Licensor may not grant licenses to use the Content to other persons.

2.4 The licensor authorizes the Licensee to grant (sub-license) the right to use the Licensor's Content to any third parties without needing to obtain additional consent from the Licensor.

3. Technical requirements for providing Content

3.1. Video Files must be provide with HD (1080p) quality in MPEG-4 format: a) video codec: H. 264 b) audio bitrate: 128 Kbit/s or higher c) audio codec: AAC 2.

4. Providing and using Content

4.1 The Licensor provides the Content to the Licensee in the following ways (but not limited to) : 1) transfer of Content Files in electronic form (including via FTP, on physical media, via the Licensor's API); 2) streaming of Content. The content is transmitted "As it is" at the time the parties enter into an Agreement. If, during the term of this Agreement, the Content (channel) is supplemented with new audiovisual production or other results of intellectual activity, such Content will also be considered transferred to the Licensee without drawing up any additional document from the moment of their placement on the channel.

4.2 In addition to the rights and of the ways specified in clause 2.1. of this Agreement, the Licensor grants the Licensee the right to use the Content and its fragments in the following way: play in the computer memory; to bring to the public; for streaming from server to user devices; fill ad units content advertising and also replace the existing third party advertisements in the advertising content blocks is a Licensee; perform technical processing of the content (conversion) in order to convert it to the format that is most optimal for viewing by the user at a particular time; include and use the content as part of advertising materials aimed at promoting the service, as well as other services/products of the Licensee/sublicensee that are directly or indirectly related to the service; create composite works based on content fragments and include these content fragments in such composite works, as well as include ads of the Licensee/sublicensee (or advertisers attracted by them) in such composite works, in relation to the use of the above-mentioned Content fragments in the services/products of the Licensee/sublicensee.

4.3 When streaming content, deferred viewing of content by the user and/or other actions of the licensee aimed at viewing the content and/or its fragments by the user, the Licensor agrees that the content and/or its fragments are available for viewing by the user only as part of the player.

4.4 The Licensee must delete the content from its servers if the Agreement expires no later than 60 calendar days from the expiration date.

5. Reporting and statistics

5.1 To familiarize the Licensor with the information in the statistics System that reflects information about the use of the Licensor's Content, the Licensee sends the Licensor a link to register the Licensor in the statistics System and use it via account (personal account).

5.2 The licensee undertakes to provide the Licensor with access to the statistics System, provided that the Licensor completes self-registration in the statistics System using the specified link.

5.3 The licensee is not obliged to provide technical or software support for the Licensor's access to the statistics System. The licensor independently provides all necessary software and technical conditions for accessing the statistics System within its account (personal account). The licensor is obliged to ensure the safety of data for accessing the statistics System (username and password).

5.4 The Licensor agrees that the Licensee is not obligated to provide any other reports on the use of the Content and/or its fragments.

6. The Licensor's Remuneration

6.1. The Licensor's Remuneration for providing the Licensee with content and rights to It on this Agreement is an amount calculated as deductions for the Licensee's Ad impressions at the rate of 20 (Twenty) rubles per 1,000 Ad impressions of the Licensee in the reporting period.

6.2. The Final remuneration for the Reporting period is specified and agreed by the Parties in the Act on granting the right to use the Content.

6.3. Licesor within 5 days from the date of receipt from the Licensee of a copy of the text of the Act, the Licensor must read it and send the Licensee information about the approval of the Act by e-mail, or send the Licensee a written reasoned refusal to sign the Act within the same period. The act is also considered approved by the Licensor if the Licensor, after 5 days from the date of receipt of the Act, has not sent the Licensee information about the approval of the Act by e-mail, or has not sent an objection to the Act.

6.4. Remuneration for the corresponding reporting period is paid to the Licensor on the basis of the Act no later than 15 days from the date of receipt by the Licensor of the Act by e-mail, subject to the terms of clause 6.3. of this Agreement.

6.5. The remuneration of the Licensor pays in Russian rubles. The Licensee's financial obligations to pay remuneration to the Licensor are considered fulfilled from the moment when funds are debited from the Licensee's Bank's correspondent account.

6.6. The parties agreed that in respect of any monetary obligations of the Parties on the agreement, statutory interest (interest on the amount due for Periodontology cash) on article 317.1 of the Civil code of the Russian Federation, are not charged.

7. Term and changes to the terms of the Agreement

7.1. This Agreement is concluded by the parties for 5 (Five) years from the date of acceptance of the Offer.

7.2. This Agreement comes into force on the date specified in the installation part of this Agreement (in the "effective date" column) and is valid until the end of this Agreement. If neither of the parties declares its refusal to continue the Agreement 10 calendar days before the date of its termination (expiration), this Agreement is automatically extended for the next period. The number of such extensions is unlimited.

7.3. The Licensee reserves the right to make changes to the terms of the Offer at any time at its discretion. If the Licensee makes changes to the Offer, such changes will take effect from the moment the amended text of the Offer is published on the Internet, unless other period for the changes to take effect is determined additionally during such placement. The licensor agrees and acknowledges that making changes to the Offer entails making these changes to the Agreement concluded between the Licensor and the Licensee.

7.4. Each of the Parties has a right to terminate this Agreement prematurely in accordance with the current legislation of the Russian Federation.

8. Assurance of circumstances

8.1. The Licensor assures the Licensee that the Licensor is duly authorized to enter into the Agreement and grant the Licensee the right to use the Content under the terms and conditions specified in the Agreement.

8.2. The Licensor assures the Licensee that the Licensee can use the right granted under the Agreement in full, and such actions will not violate the rights of third parties, including the authors and/or other Content copyright holders, and without additional payment of remuneration to the above-mentioned persons.

8.3. The Licensor's assurance set forth in this section of the Agreement are assurance of circumstances that are material to the Licensee. The licensor agrees that the Licensee relies on such assurance when entering into and performing the Agreement.

8.4. The Licensee assures that the Licensee's Advertising meets all the requirements of the legislation of the Russian Federation, and also guarantees that the placement of advertising does not violate the law, as well as the rights of third parties.

8.5. By Accepting the Offer, the Licensor confirms and guarantees to the Licensee that the Licensor (the Licensor's representative) has provided reliable data, including personal data of the Licensor (the Licensor's representative) during registration and reliable data, including.

8.6. The licensor consents to the processing of Licensee personal data indicated in the Contract, including a Commission Licensee actions, envisaged by paragraph 3 of article 3 of the Federal law of 27.07.2006 № 152-ФЗ "On personal data", by any means, for the purposes of conclusion and execution of the Contract.

8.7. The Licensor: a) has fully read the terms of the Offer, b) fully understands the subject matter and terms of the Agreement, and C) fully understands the meaning and consequences of its actions in relation to the conclusion and execution of the Agreement.

8.8. The Licensor (the Licensor's representative) has all the rights and powers necessary to conclude and execute the Agreement.

9. Obligations to settle claims and recover losses

9.1. If third parties (including authors, performers, their legal successors, as well as representatives of government agencies) submit claims and/or claims to the Licensee related to the use of The content by the Licensee/sublicensee in the ways listed in the Agreement, the Licensor undertakes to settle such claims and/or claims on its own and at its own expense. If, as a result of the filing, consideration, settlement of claims and/or claims, or otherwise in connection with such claims and/or claims, the Licensee will have property losses, including amounts of damages, compensations, fines and other payments to third parties, as well as legal costs, the Licensor undertakes to assume them and reimburse the Licensee for such losses (losses, costs, penalties, etc.).

9.2. The amount of compensation for such losses shall be determined in accordance with documents confirming that the Licensee has made appropriate payments in favor of third parties in connection with such claims and/or claims, or indicating the Licensee's obligation to make such payments.

9.3. The licensee may request from Licensor copies of documents confirming availability of the Licensor the rights to all Content (certificates, extracts from treaties/agreements with authors, performers and their successors, etc.). The licensor shall provide the licensee with the certified copies of these documents no later than 5 days after a written request of the Licensee the provision of such documents. Copies of these documents are considered certified if they are marked "Copy is correct", date, and the Licensor's signature. A copy of the document containing more than one page must be stitched. The date and signature of the Licensor should be placed at the place of cross-linking.

9.4. The Licensee is not responsible if any third parties gain access to statistical information about Users ' Viewing of the Licensor's Content.

10. Other Conditions

10.1. In all other matters that are not specified in this Agreement, the parties shall be governed by the current legislation of the Russian Federation.

10.2. The parties agreed that maintaining the privacy of registration data (including personal data) specified by the Licensor when signing the Contract, does not apply in cases of the Licensee to use such data for purposes of registration with the Licensor Acts and other documents on this Agreement and in the case of a transfer of registration data to third parties for purposes associated with the conditions and substance of this Agreement. In these documents, the data (including personal data) and details provided by the Licensor must be specified.

10.3. The licensor undertakes to ensure the confidentiality of the data provided to It in order to access the online statistics system (login, password). The specified data must be used and available only to the user. The licensor must take all reasonable precautions to keep such data confidential (reasonable measures will mean at least the same measures that the Licensor takes to protect its confidential information).

10.4. If for any reason your access to the online statistics will become known to a third party, Licensor shall immediately notify licensee to block unauthorized third party access to the online statistics.

10.5. If the licensor transfers the username and password to a third party without the Licensee's consent, the licensee has the right to restrict the access of any specified persons to the online statistics system.

10.6. The Licensor undertakes not to directly or indirectly create requests or View its own Content (independently or through the involvement of third parties) manually and/or using any possible hardware and software, including by using any automatic Viewing methods (multiple clicks, use of program agents, etc.).

10.7. Without contradicting the terms of the Offer, the Licensor and the Licensee may at any time formalize the Agreement in the form of a written bilateral document.


Location: Russia, 107150, Moscow, ul.Grajdanskaya- 4th 36-17. Actual address: Russia, 354000, Sochi, ul.20th Gornostrelkovoi Divisii street, 18a. TIN 9718094611 / IEC 771801001 PSRN 1187746369799 OKPO 28122182 R / account 40702810010000338483 in JSC "TINKOFF BANK", Moscow K / account 30101810145250000974 BIC 044525974

CEO Erlbaum A. K.