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Public Offer Agreement

PUBLIC OFFER AGREEMENT FOR THE USE OF NPPRTEAM.SHOP PLATFORM SERVICES 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 NPPRTEAM.SHOP, and the Rules for Replacing Invalid Products (collectively, the "Platform Documents"). These documents are an integral part of this Agreement and are available at https://npprteam.shop/.

Acceptance of this Offer constitutes full and unconditional agreement by the Seller to all terms of this Agreement and the Platform Documents.

1. DEFINITIONS

1.1. Terms used in this Offer have the meanings defined in the NPPRTEAM.SHOP User Agreement unless otherwise expressly stated herein.
1.2. Seller (Provider) – a Platform User who has accepted this Offer and uses the Platform’s functionality to list Digital Goods for sale to Buyers.
1.3. Digital Goods – social media accounts, gaming platform accounts, advertising accounts, promotional services, digital keys, software, databases, and other digital content and related services offered by the Seller to Buyers through the Platform.
1.4. Seller’s Account – a dedicated section of the Platform available to the Seller after authorization, allowing management of Digital Goods listings, monitoring sales and financial transactions, and communication with Buyers and the Platform.
1.5. Platform Commission – the fee payable by the Seller to the Platform for using its functionality to sell Digital Goods. The amount and calculation method are determined by the Platform and communicated to the Seller via the Seller’s Account or otherwise on the Platform.

2. SUBJECT OF THE AGREEMENT

2.1. The Platform grants the Seller the right to use NPPRTEAM.SHOP functionality for listing Digital Goods and provides related informational and technological services ("Platform Services").
2.2. The Seller agrees to use the Platform in accordance with this Agreement and the Platform Documents, and to pay the Platform Commission.
2.3. The Platform is not the seller, owner, or rights holder of Digital Goods. It acts solely as a technological intermediary (including as a payment agent, where provided), enabling Sellers and Buyers to conclude sales agreements.
2.4. All sales contracts for Digital Goods are concluded directly between the Seller and the Buyer. The Platform is not a party to such contracts and assumes no liability for obligations between Sellers and Buyers.

3. ACCEPTANCE OF THE OFFER AND SERVICE PROCEDURE

3.1. The Seller accepts this Offer by performing the following actions:

  • Registering on NPPRTEAM.SHOP as a User;
  • Explicitly agreeing to this Offer and the Platform Documents by marking the appropriate checkbox during registration or upon first listing of Digital Goods;
  • Beginning use of Seller-specific functionality (e.g., uploading Digital Goods, setting prices).

3.2. From the moment of acceptance, this Agreement is considered concluded.
3.3. The Platform provides access to its functionality in accordance with its technical capabilities and the Platform Documents.

4. RIGHTS AND OBLIGATIONS

4.1. The Platform undertakes to:

  • Provide the Seller with access to the Seller’s Account and related functionality;
  • Ensure technical support as described in the User Agreement;
  • Notify the Seller of changes to this Offer and Platform Documents;
  • Accept payments from Buyers (if supported) and transfer proceeds to the Seller minus Commission and applicable deductions.

4.2. The Platform has the right to:

  • Charge Commission;
  • Request information on Digital Goods for compliance checks;
  • Refuse, suspend, or remove listings that violate terms, third-party rights, or law;
  • Restrict or block the Seller’s Account in case of violations;
  • Modify this Offer, Platform Documents, and Commission rates unilaterally by posting updates on the Platform;
  • Use Seller’s product information (descriptions, images) for marketing purposes;
  • Share Seller information with rights holders, authorities, or other legitimate requestors in accordance with Appendix 2.

4.3. The Seller undertakes to:

  • Provide accurate and up-to-date information;
  • List only lawful Digital Goods for which they hold distribution rights (see Appendix 1 for prohibited items);
  • Provide Buyers with complete and accurate product descriptions;
  • Be solely responsible for quality, legality, and compliance of Digital Goods;
  • Follow the Rules for Replacing Invalid Products;
  • Timely pay Platform Commission;
  • Resolve Buyer and third-party claims independently;
  • Comply with applicable tax laws;
  • Not attempt to bypass Commission payments;
  • Not misuse Buyer data or send spam.

4.4. The Seller has the right to:

  • List Digital Goods;
  • Set prices;
  • Receive proceeds minus Commission;
  • Contact Platform support.

5. FINANCIAL TERMS

5.1. Commission rates and calculation methods are set by the Platform and specified in the Seller’s Account or relevant section of the Platform.
5.2. The Platform may deduct Commission from Buyer payments before transferring funds to the Seller.
5.3. Payment schedules and terms are defined in the User Agreement and Platform functionality.
5.4. All payments are made in the currency indicated on the Platform. Conversion and bank fees are borne by the Seller.
5.5. The Platform is not the Seller’s tax agent, unless required by law. The Seller is responsible for tax compliance.

6. LIABILITY AND LIMITATIONS

6.1. Parties are liable for non-performance under applicable Russian law and this Agreement.
6.2. The Seller bears full responsibility for:

  • Accuracy and legality of provided information;
  • Quality, safety, and legality of Digital Goods;
  • Possession of necessary rights;
  • Third-party rights violations;
  • Compliance with third-party service agreements (e.g., Meta, Google, Steam);
  • Losses caused to the Platform, Buyers, or third parties.

The Platform acts solely as a technical intermediary and does not authorize, promote, or endorse any use of Digital Goods that violates applicable laws or third-party platform rules.
6.3. The Platform is not liable for:

  • Content, quality, or legality of Digital Goods;
  • Actions of Sellers or Buyers;
  • Seller’s or third-party losses;
  • Technical failures, force majeure, or third-party actions;
  • Meeting Seller’s expectations. The Platform is provided "as is."

6.4. Platform liability is limited to the Commission paid by the Seller in the last 3 months, or the minimum required by law.
6.5. The Seller must indemnify the Platform against all damages, including third-party claims, and the Platform may withhold such amounts from Seller’s funds.

7. INTELLECTUAL PROPERTY

7.1. All rights to NPPRTEAM.SHOP (software, design, databases, trademarks) belong to the Platform or its affiliates.
7.2. By posting content (descriptions, images, videos, etc.), the Seller grants the Platform a worldwide, royalty-free, non-exclusive license to use such content for Platform functionality, including reproduction, distribution, public display, and technical adaptation.
7.3. The Seller warrants that posted content does not infringe third-party rights.

8. CONFIDENTIALITY AND PERSONAL DATA

8.1. Personal data processing is governed by the NPPRTEAM.SHOP Privacy Policy.
8.2. The Seller must comply with data protection laws and use Buyer data only for fulfilling this Agreement.
8.3. The Seller must not misuse Buyer data (including spam or unauthorized sharing).
8.4. The Platform undertakes reasonable measures to protect Seller data.

9. TERM AND TERMINATION

9.1. This Agreement is effective upon acceptance and remains in force until terminated.
9.2. The Seller may terminate use of the Platform by deleting the Account, provided no outstanding obligations exist.
9.3. The Platform may terminate this Agreement unilaterally if the Seller breaches terms, law, or Platform Documents.
9.4. Termination does not release the Seller from obligations incurred before termination.

10. FORCE MAJEURE

10.1. Parties are not liable for failure caused by force majeure (natural disasters, war, strikes, government acts, internet failures, server attacks, etc.).
10.2. Affected Party must promptly notify the other in writing and provide evidence.
10.3. If force majeure lasts more than 30 days, either Party may terminate the Agreement by written notice.

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1. This Agreement is governed by the laws of the Russian Federation.
11.2. Disputes shall be resolved through negotiations. If unresolved, disputes shall be submitted to the court at the Platform’s location.

12. FINAL PROVISIONS

12.1. This Agreement is legally binding between the Seller and the Platform.
12.2. Matters not covered herein are governed by the Platform Documents and applicable law.
12.3. The Platform may amend this Offer and Platform Documents unilaterally by posting updates.
12.4. Continued use of the Platform after updates constitutes acceptance by the Seller.
12.5. The following Appendices form an integral part of this Agreement:

  • Appendix 1 — List of Prohibited Goods and Services;
  • Appendix 2 — Procedure for Requests from Government Authorities.
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