Public offer agreement

PUBLIC OFFER AGREEMENT FOR THE PROVISION OF SERVICES FOR USING THE NPPRTEAM.SHOP PLATFORM FOR SELLERS

IMPORTANT: Before accepting this Offer, the Seller must carefully read its terms, as well as the User Agreement, Privacy Policy, General Rules of the NPPRTEAM.SHOP Platform and Rules for Replacement of Invalid Goods (hereinafter collectively referred to as the "Platform Documents"), which are an integral part of this Agreement and are available at [insert link to the documents page, for example, https://npprteam.shop/legal]. Acceptance of the Offer means the Seller’s full and unconditional acceptance of all terms of this Agreement and the Platform Documents.

1. TERMS AND DEFINITIONS

1.1. In this Offer, the terms are used in the meanings defined in the NPPRTEAM.SHOP User Agreement, unless otherwise expressly stated in the text of this Offer.
1.2. Seller means a User of the Platform who has accepted this Offer and uses the functionality of the Platform to place offers for the sale of Digital Goods to Buyers.
1.3. Digital Goods means social network accounts, gaming platform accounts, advertising platform accounts, promotion services, digital keys, software, databases, other digital content and related services presented in the Platform catalog and offered by the Seller for sale to Buyers through the Platform.
1.4. Seller’s Personal Account means a specialized section of the Platform available to the Seller after authorization, allowing the Seller to manage the placement of Digital Goods, track sales and financial operations, and interact with Buyers and the Platform.
1.5. Platform Commission means remuneration paid by the Seller to the Platform for using the functionality of the Platform for the sale of Digital Goods, the amount and calculation procedure of which are determined by the Platform and communicated to the Seller in the Personal Account or otherwise on the Platform.

2. SUBJECT OF THE AGREEMENT

2.1. The Platform undertakes to provide the Seller with the right to use the functional capabilities of the NPPRTEAM.SHOP Platform to place information about Digital Goods for the purpose of their subsequent sale to Buyers, as well as to provide related informational and technological services (hereinafter referred to as the "Platform Services").
2.2. The Seller undertakes to use the Platform in accordance with the terms of this Agreement and the Platform Documents, and to pay the Platform Commission.
2.3. The Platform is not the seller of Digital Goods, does not own them, and does not transfer rights to them. The Platform acts solely as a technological intermediary (an agent acting in its own name, but at the expense of the Seller with respect to receiving payments from Buyers, if this is provided by the functionality and separate agreements/settings), providing Sellers and Buyers with the opportunity to conclude transactions for the purchase and sale of Digital Goods.
2.4. All purchase and sale transactions for Digital Goods are concluded directly between the Seller and the Buyer. The Platform is not a party to such transactions and is not responsible for obligations arising between the Seller and the Buyer.

3. ACCEPTANCE OF THE OFFER AND PROCEDURE FOR PROVIDING SERVICES

3.1. Acceptance of this Offer is the performance by the Seller of the following implied actions in aggregate:
3.1.1. Registration on the NPPRTEAM.SHOP Platform as a User.
3.1.2. Expression of explicit consent to the terms of this Offer and the Platform Documents by placing the corresponding mark (for example, a "checkbox") in a special field during registration or when first placing Digital Goods on the Platform.
3.1.3. Beginning to use the Platform functionality intended for Sellers (for example, uploading Digital Goods, setting prices).
3.2. From the moment the Seller accepts the Offer, this Agreement is considered concluded.
3.3. The Platform provides access to functionality for placing Digital Goods in accordance with the technical capabilities of the Platform and the terms set forth in the Platform Documents.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. The Platform undertakes:
4.1.1. To provide the Seller with access to the Seller’s Personal Account and Platform functionality for placing Digital Goods.
4.1.2. To provide technical support for the operation of the Platform within the limits described in the User Agreement.
4.1.3. To inform the Seller about changes to the terms of this Offer and the Platform Documents in the manner provided by this Agreement and the User Agreement.
4.1.4. To ensure the acceptance of payments from Buyers for the Seller’s Digital Goods (if such functionality is provided by the Platform) and the transfer to the Seller of the proceeds minus the Platform Commission and other applicable deductions in the procedure and within the time limits defined by the User Agreement and the settings in the Seller’s Personal Account.

4.2. The Platform has the right:

4.2.1. To charge the Seller the Platform Commission.

4.2.2. To request from the Seller information about Digital Goods placed by the Seller regarding the lawfulness/legality of their origin, as well as regarding compliance with the requirements of this Agreement, the Platform Documents and applicable law. 

4.2.3. To refuse placement, suspend or delete any Digital Goods if, in the opinion of the Platform, they violate the terms of the Agreement, the Platform Documents, third-party rights, applicable law, or are unfair.

4.2.4. To suspend or terminate the Seller’s access to the Platform (block the Personal Account) in cases where the Seller violates the terms of this Agreement, the Platform Documents, applicable law, or in the event of complaints from Buyers or rights holders. 

When rights holders or law enforcement agencies contact the platform, provide info about the seller left by him during registration.

4.2.5. To unilaterally amend the terms of this Offer, the Platform Documents, and the amount of the Platform Commission, notifying the Seller by publishing the changes on the Platform. Continued use of the Platform by the Seller after such changes means the Seller’s consent to them.

4.2.6. To use information about the Seller’s Digital Goods (including descriptions, images) for the Platform’s advertising and marketing purposes.

4.2.7. To request from the Seller documents and information confirming the Seller’s legal status, rights to Digital Goods, and compliance of the Seller’s activities with legal requirements.

4,2.8. To provide information about the seller, provided by him during registration on the platform, when rights holders, law enforcement or other services ensuring the legal interests and legal status of third parties contact a representative of the Platform. The procedure for providing information upon the corresponding request is presented in Appendix 2 to this Agreement

4.3. The Seller undertakes:
4.3.1. To provide accurate, complete and up-to-date information about himself during registration and while using the Platform.

4.3.2. To place for sale only those Digital Goods and Services,

• for which there are lawful rights (ownership right, distribution license, etc.),
• which do not violate third-party rights (including copyrights, trademarks, trade secrets, terms of use of third-party services such as Facebook, Instagram, VKontakte, Steam, Google Ads, etc.)
• which are permitted for sale and obtained lawfully. A detailed list of Digital Goods and Services prohibited for sale is presented in Appendix 1 to this Agreement

4.3.3. To provide Buyers with an accurate, complete and up-to-date description of Digital Goods, including their characteristics, functional capabilities, restrictions, system requirements, warranty terms (if applicable, and in accordance with the "Rules for Replacement of Invalid Goods").
4.3.4. To independently bear responsibility for the quality, safety, legality and conformity to the description of the offered Digital Goods.
4.3.5. To comply with the "Rules for Replacement of Invalid Goods" and the warranty terms stated for the Digital Goods when interacting with Buyers.
4.3.6. To pay the Platform Commission in a timely manner and in full.
4.3.7. Not to use the Platform to commit unlawful acts, including fraud, distribution of malware, sale of stolen or illegally obtained Digital Goods, violation of personal data legislation, money laundering and terrorist financing.
4.3.8. Independently and at his own expense to settle all claims of Buyers and third parties related to Digital Goods sold by the Seller through the Platform, including claims related to infringement of intellectual property rights or terms of use of third-party services.
4.3.9. To independently bear responsibility for compliance with the tax legislation of his country of registration and the country where services are provided (if applicable) with respect to income received from the sale of Digital Goods through the Platform.
4.3.10. Not to take actions aimed at circumventing the procedure established by the Platform for interaction, settlements or payment of the Commission.
4.3.11. Not to use information received on the Platform for purposes unrelated to the performance of this Agreement (for example, for sending spam to Buyers).

4.4. The Seller has the right:
4.4.1. To place Digital Goods on the Platform in accordance with its functionality and rules.
4.4.2. To set prices for his Digital Goods.
4.4.3. To receive proceeds from the sale of Digital Goods minus the Platform Commission and other applicable deductions.
4.4.4. To contact the Platform support service regarding matters related to its operation.

5. FINANCIAL TERMS AND SETTLEMENT PROCEDURE

5.1. The amount of the Platform Commission for the Services provided under this Agreement and the procedure for its calculation are established by the Platform and indicated in the Seller’s Personal Account or in the relevant section of the Platform.
5.2. The Platform has the right to withhold the amount of the Commission from funds received from Buyers in payment for the Seller’s Digital Goods before transferring them to the Seller.
5.3. The procedure and time limits for transferring funds to the Seller for sold Digital Goods (minus the Commission and other deductions) are determined by the User Agreement and Platform functionality.
5.4. All settlements are made in the currency indicated on the Platform. The Seller independently bears all expenses associated with currency conversion and bank commissions when withdrawing funds, if any arise.
5.5. The Platform is not the Seller’s tax agent, except in cases directly provided for by applicable law. The Seller independently calculates and pays all taxes and fees from his income in accordance with the legislation of his country.

6. LIABILITY OF THE PARTIES AND LIMITATION OF PLATFORM LIABILITY

6.1. For non-performance or improper performance of obligations under this Agreement, the Parties are liable in accordance with the current legislation of the Russian Federation and the terms of this Agreement.
6.2. The Seller bears full and exclusive responsibility:
6.2.1. For the accuracy, relevance, completeness and compliance with legislation of information provided by him to the Platform and Buyers, including information about himself and about Digital Goods.
6.2.2. For the quality, safety, legality, operability and conformity to the description of Digital Goods offered by him for sale.
6.2.3. For having all necessary rights to Digital Goods, including intellectual property rights and rights to distribute them.
6.2.4. For any violations of third-party rights (including Buyers, intellectual property rights holders, administrators of social networks, gaming platforms, advertising platforms, etc.) related to the placement and sale of Digital Goods.
6.2.5. For compliance with the terms of user agreements and rules of third-party services (for example, Meta, Google, VKontakte, Steam), the accounts or services of which are Digital Goods. The Seller confirms that he is aware of possible risks associated with the sale of such accounts, including their blocking or restrictions by the source platforms, and assumes these risks.
6.2.6. For any losses caused to the Platform, Buyers or third parties as a result of his actions or inaction, including the placement of low-quality, illegal or rights-infringing Digital Goods.
6.3. The Platform is not liable:
6.3.1. For the content, quality, legality, or safety of Digital Goods placed by Sellers.
6.3.2. For actions of Sellers or Buyers on the Platform, including the conclusion and execution of purchase and sale transactions.
6.3.3. For any losses (direct or indirect) incurred by the Seller or third parties as a result of use or inability to use the Platform, including, but not limited to, losses from blocking of Seller accounts on third-party platforms, loss of data, lost profits.
6.3.4. For failures in the operation of the Platform caused by technical reasons, actions of third parties, or force majeure circumstances.
6.3.5. For the Platform’s compliance with the Seller’s expectations. The Platform is provided "as is" ("as is").
6.4. The aggregate liability of the Platform under this Agreement or in connection with it is limited to the amount of the Commission actually paid by the Seller to the Platform for the last 3 (three) months preceding the date of submission of the relevant claim, or, if applicable, the minimum possible amount established by law.
6.5. The Seller undertakes to compensate the Platform for all losses (including court costs, fines imposed by state authorities or payment systems, amounts of compensation to third parties) incurred by the Platform as a result of the Seller’s violation of the terms of this Agreement, the Platform Documents, applicable law, third-party rights, as well as as a result of claims, lawsuits or proceedings initiated by Buyers, rights holders or state authorities in connection with the Seller’s Digital Goods or his activities on the Platform. The Platform has the right to withhold the amount of such compensation from funds due to the Seller.

7. INTELLECTUAL PROPERTY

7.1. All rights to the NPPRTEAM.SHOP Platform as an intellectual property object (including software, design, databases, trademarks) belong to the Platform or its affiliated persons.
7.2. By placing content on the Platform related to Digital Goods (descriptions, images, videos, etc.) to which he has rights, the Seller grants the Platform a non-exclusive, royalty-free, worldwide right (license) to use such content in ways necessary for the operation of the Platform and performance of this Agreement, including reproduction, distribution, public display, making available to the public, and processing (for technical purposes).
7.3. The Seller guarantees that the content placed by him does not violate the intellectual property rights of third parties.

8. CONFIDENTIALITY AND PERSONAL DATA

8.1. The procedure for collecting, processing and protecting the personal data of Sellers and Buyers is governed by the NPPRTEAM.SHOP Privacy Policy.
8.2. The Seller undertakes to comply with the requirements of personal data protection legislation and the Platform Privacy Policy when processing Buyers’ personal data received by him in connection with the sale of Digital Goods.

9. TERM OF THE AGREEMENT AND PROCEDURE FOR ITS AMENDMENT AND TERMINATION

9.1. This Agreement enters into force from the moment of its acceptance by the Seller and is valid for an indefinite period.
9.2. The Platform has the right to unilaterally make changes to this Agreement. Changes enter into force from the moment they are published on the Platform, unless another term is specified by the Platform. The Seller must independently monitor changes. Continued use of the Platform after the changes enter into force means the Seller’s consent to the new version of the Agreement.
9.3. This Agreement may be terminated:
9.3.1. At the initiative of the Seller by sending a notice to the Platform and ceasing use of the Platform.
9.3.2. At the initiative of the Platform in the event of the Seller’s violation of the terms of this Agreement, the Platform Documents, applicable law, and also in other cases provided by the Platform, with or without notice to the Seller (by blocking access).
9.3.3. By agreement of the Parties.
9.4. Termination of the Agreement does not release the Parties from performance of obligations that arose before the moment of termination (including financial obligations, warranty obligations and claim settlement obligations).

10. DISPUTE RESOLUTION AND APPLICABLE LAW

10.1. All disputes and disagreements arising from this Agreement or in connection with it shall be resolved by the Parties through negotiations.
10.2. If agreement is not reached through negotiations, disputes shall be resolved in court at the location of the NPPRTEAM Platform in accordance with local legislation.
10.3. The relations of the Parties under this Agreement are governed by EC and U.S. law. For Sellers who are not residents, this does not exclude the application of mandatory rules of the legislation of the country of their location or the country of the Buyer, if such rules have prevailing force.

11. FINAL PROVISIONS

11.1. This Agreement, together with the Platform Documents (User Agreement, Privacy Policy, General Platform Rules, Rules for Replacement of Invalid Goods), constitutes the complete agreement between the Platform and the Seller regarding the subject matter of the Agreement and replaces all previous oral or written arrangements.
11.2. If any provision of this Agreement is found invalid, this shall not affect the validity of the remaining provisions.
11.3. In all matters not regulated by this Agreement, the Parties shall be guided by the Platform Documents and the current legislation of the Russian Federation.
11.4. The Seller confirms that he has all necessary rights and powers to conclude and perform this Agreement.
11.5. The Seller understands and accepts all risks associated with conducting business activities for the sale of Digital Goods via the Internet, including risks related to changes in legislation, the policies of third-party platforms and the actions of competitors.
11.6. Electronic document flow between the Parties (through the Personal Account, by e-mail indicated by the Seller during registration) has legal force equal to paper documents signed by hand.

12. PLATFORM DETAILS

For any questions related to the processing of personal data, please contact: