This license agreement ( “The Agreement”) governs the relations between Mail.Ru LLC, hereinafter referred to as ”the Licensor” and You, hereinafter referred to as “the Licensee”, on use of the application software intended for collection of traffic statistics and ranking of these resources.
1. Terms used in this Agreement
1.1 Site is the Internet site located at the address www.top.mail.ru.
1.2 Counter - software application intended for collection of traffic statistics of WWW-resources and organization of rating of these resources.
1.3 The Licensor (Site administration) - Limited Liability Company “Mail.Ru”, which grants to the Licensees the right to use the Counter on terms of non-exclusive license and brings to public knowledge, produces, operates, services and administers the Counter. Under this Agreement, the Licensor grants to the Licensee the right to use the Counter and provides the Licensee access to the Counter. The Licensor is a Party to these Agreement.
1.4 The Licensee (User) is a person which is legally capable to enter into this Agreement and to which the right to use the Counter is granted under this Agreement. The Licensee is a Party to this Agreement.
1.5 The License Agreement is a text of this Agreement and other rules specified in this Agreement which contain all necessary and substantive provisions of the license agreement on granting the right to use the Counter as an application software.
1.6 The resource is a combination of HTML-pages, images and other files with a single theme and common physical location.
1.7 The Mirror site is a full or partial copy of the resource on other server.
1.8 Visit is loading of the resource site where the Counter is located. To be taken into account the visit shall meet criteria defined in the system. For example, minimum time limit of reloading the Counter by one visitor. Loading of the Counter by robots is not taken into account.
2. Provisions of accedence to this Agreement
2.1 Before using the Counter, the Licensee shall read and understand this Agreement as well as all applicable rules and other provisions published on the Site which form an integral part of this Agreement.
2.2 By clicking “Register” button, the Licensee accedes to the Agreement (accepts the terms of the Agreement).
2.3 The Licensee’s accedence to this Agreement in the sense of applicable law shall be deemed to be the acceptance of the Licenser’s offer as well as an entry into the License Agreement creating Licensee’s obligation to comply with the terms and provisions of this Agreement.
2.4 Every time when the Licensee uses the Counter, the Licensee agrees with and accepts the terms and provisions of this Agreement as in force on the date of actual use of the Counter.
3. Subject of the Agreement
3.1 Under this Agreement, the Licensor shall grant to the Licensee the right to use the Counter on terms of non-exclusive license including the access to main functions of the Counter.
3.2 The right to use the Counter shall be granted to the Licensee without consideration.
3.3 Operation and servicing of the Counter shall be performed by Licensor only. The Licensee will use the Counter in the interactive (online) mode by connection to the Site via the Internet. The Licensor holds the necessary volume of rights to use the Counter and to all its elements taken both separately and together. The Licensor may use, operate and distribute the Counter on the related territories where he enables its use, operation and distribution.
3.4 The Counter, separate elements and design of the Counter are provided on “as is” basis. The Licensor does not warrant that the Service or any elements thereof will be fit for particular purpose. The Licensor does not warrant or promise any specific results of using the Counter or its elements.
3.5 The Licensor shall make commercially reasonable efforts to enable around-the-clock functioning of the Counter, though the breaks due to technical faults, routine maintenance are reserved and the Licensor does not warrant full or partial operational capability of its separate elements. The Licensor does not warrant that the Service or any elements thereof will function at any particular time in the future and that they will be operable.
4. Use of the Counter
4.1 The Licensee may use the Counter as follows:
4.1.1 use the basic services of the Counter for collection of traffic statistics of WWW-resources and organization of rating of these resources;
4.2 The Licensee may not:
4.2.1 reproduce, distribute, process for commercial or non-commercial purposes the elements of the counter which are intellectual property of the Licensor, other Licensees or third parties without consent of the related intellectual property right holders;
4.2.2 reproduce the elements of the design or user interface of the Counter except as expressly agreed by the Licensor;
4.2.3 transfer the rights to use the Counter granted to the Licensee to other Licensees or third parties by means of entry into sublicense agreement or otherwise;
4.2.4 break the rules of using the Counter provided for herein.
4.2.5 use the Counter in a ways not provided for herein.
5. Rules of Use of the Counter
5.1 One Counter may be installed on any number of pages of one resource including mirror sites.
5.2 Installation of the counter of one resource on pages of another resource as well as on pages which are loaded automatically when visiting another resource as well as on pages which are loaded automatically when visiting another resource (popup windows, frame, iframe etc.) is not allowed.
5.3 Resources containing materials which violate law of the Russian Federation, universal moral principles may not participate in the ranking.
5.4 The Counter may be installed only on WWW-servers. The counter may not be included into mailouts.
5.5 The issued HTML-code shall be pasted on the page without changes.
5.6 Registration of the resource under improper category is prohibited.
5.7 Twisting of the counter is under improper category is prohibited.
5.8 Registration in the ranking of click clubs and resources who specialize in fake traffic (auto surfing, viewing of participants’ pages etc.) as well as pages of those who use services of such systems is prohibited.
5.9 Resources producing information noise (spam) may not participate in the ranking.
5.10 One resource may be registered only under one category of the second level.
5.11 Resources with less than 30 visits within 30 days may be excluded from the ranking together with all traffic statistics. This rule shall no apply to the counters with history less than 30 days
5.12 Your site pages shall have last version code of the counter. Stable operation of previous versions is not guaranteed. The counter code’s last upgrade was on 20 May 2013. If you received your counter code before this date you should upgrade it. You may receive the counter code at //top.mail.ru/code
6. Rights and obligations of the Licensor
6.1 The Licensor shall perform management of the Counter, on its own determine structure and appearance of the Counter, provide or limit access of the Licensees to the Counter in case of breach of the provisions of this Agreement, exercise other his rights.
6.2 The Licensor may:
6.2.1 At any time, change design and user interface of the Counter, its content, services content, change or upgrade used scripts, software and other objects used or stored within the Counter/Site with or without notification of the Licensee;
6.2.2 cease, limit or terminate access of the Licensee to all or any of sections of the Counter at any time without giving reasons with or without prior notification;
6.2.3 remove the Counter at his discretion including if the Licensee's action violated the applicable law or/and provision hereof;
6.2.4 send mails to Licensees (including emails) to notify about introduction of new services of the Counter or cancellation of old ones as well as send mail containing promotional information concerning services of the Counter or promotional materials of Licensor’s partners the Licens0r entered into contractual arrangements;
6.2.5 in order to collect statistics data and identify the Licensee, install and keep information on IP-addresses of access of the Licensee to the Counter, use files with technical information (cookies) installed on Licensee’s PC;
6.2.6 use the anonymous data collected by the Counter to enable stable operation of the Counter, development and improvement of its services, improvement of services of the Licensor, its partners and affiliates including targeted advertising and modelling Internet user behaviour.
6.3 The Licensor shall:
6.3.1 on terms specified in this Agreement, gran the right to use the Counter.
6.3.2 notify the Licensee about change in terms of this Agreement by means of publishing the information on the Site or by email.
7. Rights and obligations of the Licensee
7.1 The Licensee may:
7.1.1 make settings of the Counter within the frame of the Service functionality;
7.1.2 do other actions not forbidden by applicable law, this Agreement which are connected with the use of the Counter.
7.2 The Licensee shall:
7.2.1 observe conditions of this Agreement without any limitations;
7.2.2 not exceed limits of use of the Counter provided for by this Agreement;
7.2.3 not violate the rights of intellectual property with respect to the Counter.
7.2.4 fulfill all directions and prescriptions of the Licensor. Should the Licensee fail to fulfill such directions, the Licensor may cease, limit or terminate granting of rights to use the Counter or its separate elements to the Licensee;
7.2.5 from time to time read the content of this Agreement on the Internet at //help.mail.ru/top/legal and keep track of changes in it;
7.2.6 meet other requirements and perform other obligations provided for by this Agreement.
7.2.7. shall notify the end users that the licensee’s site may gather information contained in files cookies concerning the end user and send it to the Licensor. The Licensee shall also notify the end users that they may not permit to gather such information by changing settings in the browser of the end user.
7.3. The Licensee warrants that has all necessary powers to enter into this Agreement. If the Licensee is under the age that allows him/her to do on his/her own actions for use of the Counter and be held responsible for that or became legally incapable due to commencement of other circumstances provided for by the applicable law, he shall on its own receive the permit in the form required by the law from his parents or legal representatives.
8. Guarantees and responsibility limits
8.1 The Licensor shall not be held liable for possible faults and breaks in the operation of the Counter and caused by them loss of information. The Licensor shall not be held liable for any damage to the Licensee’s computer, mobile devices, any other equipment or software caused by or connected with the use of the Counter.
8.2 The Licensor shall hot be held liable for guessing the password for access to the Counter by third parties and any actions done by them when using the Counter of the Licensee.
8.3 The Licensor shall not be held liable for any damage including loss of expected profit or harm connected with the use of the Counter.
8.4 The Licensor shall not be held liable for the Licensee’s loss of possibility to access to his Counter.
The Licensor shall not be held liable for direct or indirect damage and loss of expected profit of the Licensee or other third parties caused by:
8.5 unauthorized access of any third parties to the personal information of the Licensee;
8.6 stop pf operation of the Counter.
8.7 The Licensor may not provide to the Licensee any evidences, documents and other that confirm the breach of provisions of the Agreement by the Licensee that resulted in denial of access to the Counter or such access was stopped and/or limited.
9. Territory and duration of the Agreement
9.1 The Licensor may use the Counter by ways specified in this Agreement on all territories where it is available using standard computer equipment and software.
9.2 The right to use the Counter shall be granted to the Licensee within the whole time of operation of the service provided that the granted right does not exhaust earlier.
9.3 This agreement shall be terminated if:
9.3.1 The Licensor decides to make changes in the provisions hereof, to enter new Agreement with the Licensees, to terminate this Agreement in respect to the Licensee, to stop administering and servicing of the Counter and to stop access to it or to stop Licensee’s access to the Counter.
9.3.2 The Licensee decides to stop using the Counter by removal of its Counter(//top.mail.ru/edit);
9.4 The Licensor may, at any time, without notification and giving reasons to the Licensee, cease access and possibility to use the Counter with no liability to compensate any expenses, losses or return the received under the Agreement including in case of any, including one-time, violation by the Licensee the provisions hereof.
9.5 This Agreement does not provide for cession of any exclusive rights or granting of exclusive license for any components of the Counter from Licensor to the Licensee.
10. Final Provisions
10.1 The Licensor may change this Agreement without prior notification. Any alterations of the Agreement made by the Licensor unilaterally shall come into force on the next day after such alterations are published on the Internet site of the Licensor. The Licensee undertakes to independently check the User Agreement for changes. The Licensee’s failure to get acquainted with the Agreement and/or the revised versions thereof shall not give rise its failure to fulfill the obligations and observe the limitations stipulated herein.
10.2 Invalidity of one or more provisions hereof duly recognized by the legally effective court decision shall not entail invalidity of the entire Agreement for the Parties. If one or more provisions hereof are duly recognized invalid by the legally effective court decision the Parties shall fulfill their obligations hereunder by the means most closely approximate to those supposed by the Parties when concluding and/or amending the Agreement after mutual approval.
10.3 This Agreement and relations of the Parties in connection with this Agreement and use of the Service shall be governed by the law of the Russian Federation.
10.4 The rules of the Civil Code of the Russian Federation shall be applied in respect of the form and method of conclusion of this Agreement.
10.5 All the disputes between the Parties with respect to this agreement shall be settled by communication and negotiations through the pretrial process. If the Parties fail to agree by the negotiations within sixty (60) calendar days after receipt of a written claim by the other Party any Party concerned shall submit the dispute to the court local to the Licenser (excluding the jurisdiction of other courts over the dispute).
10.6 If there are questions concerning with performance of the Agreement, please contact the Licensor at its location: Russian Federation, 125167, city of Moscow, Lenigradsky prospect, 39, building 79.
Editorial from "27" March 2018.