Public offer
LICENSE AGREEMENT
for the use of the computer program
comes into force and is valid
from April 10, 2026
for the use of the computer program
comes into force and is valid
from April 10, 2026
1. General Provisions
1.1. This Agreement (hereinafter also referred to as the "License Agreement"), in accordance with Article 437 of the Civil Code of the Russian Federation (hereinafter referred to as the "CCRF"), is a public offer posted by the Licensor online at selby.co/. In accordance with Article 438 of the CCRF, it is deemed concluded upon the Licensee's acceptance.
1.2. The parties to this Agreement are:
1.2.1. Licensor — Limited Liability Company "P-MART", OGRN 1 117 453 007 000, INN 7 453 233 013, KPP 745 301 001, registered at the address: 454 080, Chelyabinsk Region, Chelyabinsk, Entuziastov Street, Building No. 15, Office 8
(hereinafter also referred to as "SELBY"), on the one hand, and
1.2.2. Licensee —
either a legal entity registered under the laws of the state of which such entity is a resident;
or an individual entrepreneur registered under the laws of the state of which such entity is a resident;
Either an individual who is a professional income taxpayer in accordance with Federal Law No. 422-FZ of November 27, 2018;
or an individual acting on behalf of and in the interests of a legal entity or sole proprietor (who is an authorized representative of the legal entity or sole proprietor);
who has accepted the terms of this Agreement.
1.3. The place of execution of this Agreement is the city of Chelyabinsk.
1.4. The Licensee is obligated to fully read this Agreement before creating an Account. Acceptance of this Agreement is constituted by payment of the License Fee according to the selected Tariff Plan in accordance with Section 7 of this Agreement or by creating an Account, whichever occurs first for the Licensee.
The Licensee's acceptance of this Agreement constitutes full and unconditional acceptance of the terms of this Agreement.
1.5. From the moment the Account is created, the Licensee is granted a Trial Period of 7 (seven) calendar days of access to the Program's functionality. The Licensor reserves the right to unilaterally set a different Trial Period duration.
2. Terms and Definitions
2.1. Account — the Data Owner's account, identified by the data provided during registration and a unique number (identifier). "Data" broadly refers to any data entered by the Licensee (e.g., product and sales information, settings, content, files, images, etc.) or generated during the use of the Program (e.g., website visitor statistics, sales data, etc.).
2.2. Account Creation — the action signaling the intent to enter into the License Agreement, expressed by clicking the "Register" button, which results in the assignment of a unique number (identifier) to the Account.
2.3. Issuing Bank (Bank) — a credit institution that carries out financial transactions, issues Bank Cards, and handles settlements on current accounts, including those made using Bank Cards.
2.4. A bank card is a debit or credit card issued by the Issuing Bank, which is a non-cash payment instrument intended for the Cardholder to perform transactions with funds held in the Cardholder's bank accounts with the Issuing Bank, or with funds provided by the Issuing Bank as a loan to the Cardholder in accordance with Russian legislation and the bank account agreement, or within the established limit, in accordance with the terms of the loan agreement between the Issuing Bank and the Cardholder, provided that such debit or credit card may be used by the Cardholder to pay for a simple non-exclusive license.
2.5. Account Locking is an Account status in which the Licensee is granted access to its data, but the functionality of the Program is not provided. In the Account Locking status, when the Licensee's website requests data from the SELBY server, the Program automatically displays a message indicating access is denied. The License Fee will not be debited if the Account is Blocked.
2.6. Data Owner — the person who is the copyright holder of all data entered into the Account (product information, settings, content, files, images, etc.) or generated during the use of the Program (website visitor statistics, sales data, etc.). The Data Owner is defined as follows:
2.6.1. By default, the Data Owner is the legal entity or sole proprietor who has accepted this Agreement, as defined in Section 1.3. of this Agreement, for the first time in relation to the Account (the first business entity (legal entity or sole proprietor) to pay for the Subscription for the Account).
2.6.2. Until the legal entity or sole proprietor has accepted in accordance with Section 2.6.1. Under this Agreement, the Data Owner is the individual who created the Account.
2.7. User — an individual, legal entity, or sole proprietor who has paid the License Fee for an existing Account (this provision does not apply to the cases described in Section 2.6.1 of this Agreement) and/or who uses the Account with the consent of the Data Owner.
2.7.1. By paying for an existing Account, the User understands and agrees to be bound by the terms of this Agreement; however, the rights of the Data Owner are not transferred to the User, nor are the rights to the results of intellectual, commercial, or other activity created in the Account (except for the cases described in Section 6.5 of this Agreement). The User has the right to use the Program to the extent granted to them by the Data Owner, unless otherwise agreed upon by the Parties.
2.7.2. The User is deemed to be acting on behalf of the Data Owner and in their interests. Any actions by the User in the Account are deemed to be actions of the Data Owner.
2.8. Cardholder — the person who instructs the Issuing Bank to transfer funds from the Bank Card on behalf of the Licensee to SELBY.
2.9. Integrated Service — a Marketplace or other e-commerce platform, payment service, or other resource integrated with the Program via an API. An Integrated Service also includes a legal entity or sole proprietor who is the actual owner of such resource.
2.10. Website — a collection of integrated software, hardware, and technical means, as well as information intended for publication on the Internet and displayed in specific text, graphic, or audio forms.
2.11. License — a simple, non-exclusive right to use the Program to the extent and within the limits established by this Agreement and the Tariff Plan.
2.12. License Fee — the fee for the provision of the License, which the Licensee undertakes to pay to the Licensor in accordance with this Agreement.
2.13. Personal Account — the Data Owner's account, identified by an email address or the phone number in which the Licensee selects the Program and Tariff Plan, provides their details, and accepts this License Agreement by paying for the Program for each Account of each Program.
2.14. Control Panel — the interface in the Personal Account that allows the Licensee to change available Program settings and perform other actions in the Program as provided for by the Tariff Plan.
2.15. Personal Data — any information related to a directly or indirectly identified or identifiable individual (the subject of the Personal Data).
2.16. Trial Period — a period of 7 (seven) calendar days, which is automatically granted to the Licensee after Account Creation.
2.17. Program — the SELBY Platform computer program, which is a collection of data and commands designed to operate computers and other computing devices to achieve a specific result, and the audiovisual displays it generates, as well as its Software Extensions. The scope of the resulting functionality is limited by the Tariff Plan.
2.18. Software Extensions (extended Program functionality) — a component of the Program allocated in accordance with the Tariff Plans to the additional functionality offered to the Licensee for an additional License Fee.
2.19. Subscription — payment by the Licensee of the License Fee for the Program under any Tariff Plan for any period (1, 3, 6, 12 months, or any other period) and the right to use the Program during the Subscription.
2.20. Current Account — a bank account opened for a sole proprietor, legal entity, or individual, which is a non-cash payment instrument that allows for financial transactions and cash management.
2.21. Recurring Payment — an automatic/recurring payment method for a Subscription, paid by bank transfer from a current account or bank card to a SELBY account, with the Licensee's consent, as provided in this Agreement, made on a regular basis over a specified period of time, for the granted non-exclusive license to the Program. In the Personal Account, a Recurring Payment may be referred to as an "Automatic Payment" or other similar term.
2.22. SELBY Server (Server) — a hardware complex consisting of several server computers, configured and administered to ensure sufficient performance of the Program when used by the Licensee.
2.23. Tariff Plan — the amount of the License Fee corresponding to the scope of the Program's functionality and the term of use determined by SELBY. All Tariff Plans available to the Licensee for the Program are posted on the SELBY website at selby.co/.
2.24. Electronic Document Management (EDM) — processing documents in electronic form using a digital signature and software. EDM is used by the Parties to send and sign electronic documents necessary for the execution of the Agreement. Documents signed with an enhanced qualified digital signature are considered equivalent to paper documents containing a handwritten signature.
2.25. Email — for SELBY: any @selby.co group address; for the Licensee: the address specified when creating the Account or any other email address specified in the Personal Account. Each Party undertakes to independently ensure its access to email sufficient to receive the necessary notifications under this Agreement.
2.26. AI Tools — software tools embedded in the Program, implemented using artificial intelligence technologies and capable of creating Generated Content in response to the Licensee's request. AI tools include an AI bot and other functions for creating Generated Content.
2.27. AI bot — a functional bot for processing, analyzing, and generating information, implemented using artificial intelligence technologies.
2.28. Generated Content — text/images or a combination thereof, or other information generated based on a Licensee request using AI tools integrated into the Program.
3. Subject of the Agreement
3.1. The subject of this Agreement is the grant by the Licensor to the Licensee of a simple, non-exclusive license to use the Program in the manner and on the terms provided for in this Agreement.
3.2. This Agreement applies to all Program updates and Software Extensions transferred or made available to the Licensee in connection with the conclusion of this Agreement.
3.3. The "SELBY Platform" computer program is the result of SELBY's intellectual property and is protected by the copyright laws of the Russian Federation. SELBY warrants that it has all necessary rights to grant the Licensee the rights to use the Program under this Agreement.
3.4. The territory of use of the Program under this Agreement is unlimited.
4. Scope of the License
4.1.1. The simple, non-exclusive right to use the Program under this Agreement includes the Licensee's right to use the Program for the period and to the extent of functionality stipulated by the Tariff Plan paid for by the Licensee.
4.1.2. The Data Owner is granted the ability to change the Program settings, within the limits available to the Licensee in the Control Panel. The User is granted the ability to change the Program settings, within the limits established by the Data Owner.
4.2. The Licensee shall have the right to:
4.2.1. access the Program's source code, edit and/or study the Program's source code, and reverse engineer the Program's operating technology;
4.2.2. use the Program to commit illegal acts, including, but not limited to: spamming, sending threats and insults, distributing false advertising, and inciting violence;
4.2.3. Copy or reproduce the Program or any of its elements, or store the Program on a tangible medium for the purpose of transferring it to third parties;
4.2.4. Place viruses or other malware in and/or using the Program, or distribute malware using the Program;
4.2.5. Attempt to circumvent the technical limitations established in the Program;
4.2.6. Publish the Program, allowing third parties to copy it;
4.2.7. Provide the Program for rent, lease, or temporary use to third parties for profit.
4.3. The results of the Licensee's use of the Program, including all types of primary data entered in accordance with Section 2.6 of this Agreement, or obtained as a result of the operation of the Program, belong to the Data Owner.
5.1.5. Request additional information from the Licensee, including, but not limited to: certificates, licenses, content rights, sales of registered trademarks, means of individualization, as well as additional contact information, if there is reason to believe that the Licensee is violating current Russian law, or if SELBY receives a corresponding request from law enforcement agencies or a reasonable request from third parties whose rights have allegedly been infringed by the Licensee's actions. If the Licensee refuses to provide the specified information within 2 (two) days (unless another period is specified by SELBY), SELBY reserves the right to restrict the Licensee's access to the Program until the end of the paid period and block access to the Website. SELBY does not initiate the posting of such information, does not select recipients of the information, does not influence the content or integrity of the information posted, and at the time the Licensee posts information on the Website, does not and cannot know whether such posting violates the current legislation of the Russian Federation. However, SELBY reserves the right to monitor, review, and/or delete any information and materials posted by the Licensee on the Website without prior notice to the Licensee.
5.1.6. SELBY reserves the right, independently or with the participation of third parties, to conduct marketing promotions, distribute promotional codes, establish a Trial Period, and offer other special offers, including discounts on the Subscription price (for one or more Subscription periods). Information about special offers/marketing promotions is posted on the SELBY website www.selby.co or in the Personal Account.
5.1.7. SELBY has the right to pre-register the Licensee in the Integrated Service for the purpose of integrating the Licensee's Program Account with the Integrated Service. For the purposes of this clause, pre-registration means the automatic completion of registration forms in the Integrated Service using data, including the Licensee's Personal Data (if applicable), for the Licensee's subsequent independent registration in the Integrated Service and/or for the subsequent independent activation of the Licensee's account in the Integrated Service.
5.2. SELBY undertakes to:
5.2.1. Grant the Licensee a simple, non-exclusive right to use the Program in accordance with Section 4 of this Agreement.
5.2.2. Notify the Licensee of significant improvements and changes to the Program, as well as changes to the terms of transfer of rights to use the Program, via email or publication on the SELBY website — www.selby.co.
5.2.3. Notify the Licensee of changes to Tariff Plans via email and/or publication on the SELBY website — www.selby.co.
5.2.4. Ensure the functioning of the Program and the Licensee's ability to use the Program, subject to the Licensee's compliance with the terms of Section 5.4 of this Agreement.
5.3. The Licensee has the right to:
5.3.1. Obtain a simple, non-exclusive right to use the Program to the extent provided for in Section 4 of this Agreement.
5.3.2. Independently select a Tariff Plan from those offered by SELBY and, at its sole discretion, change the Tariff Plan upon termination of the Subscription.
5.3.3. Cancel the Subscription in accordance with the procedure set forth in Section 8 of this Agreement.
5.3.4. Grant access to their Account to third parties under the terms specified in the Tariff Plan paid by the Licensee.
5.3.5. Send suggestions and requests for improving and finalizing the Program's functionality to SELBY.
5.3.6. If SELBY makes changes to the Tariff Plans, the Licensee who subscribed to the Program before the new Tariff Plans came into effect has the right to continue using the Program under the terms specified in the Licensee's current Tariff Plan until the expiration of the paid Subscription.
5.4. The Licensee undertakes to:
5.4.1. Accept the terms of this Agreement in full.
5.4.2. Independently ensure the technical capability to use the Program, including:
uninterrupted access to the Internet;
The Licensee's computer accessing the Program must have Internet access software installed.
5.4.3. Independently study the instructions and documentation for the Program, located at www.selby.co, and other materials available in the Licensee's Control Panel and on the website, to familiarize themselves with the Program's functions.
5.4.4. Timely pay the License Fee in the amount and within the timeframes specified in the Licensee's Tariff Plan.
5.4.5. Ensure the security of the Program access credentials received from SELBY to protect against unauthorized access.
5.4.6. Comply with the requirements established by Federal Law No. 152-FZ "On Personal Data" of July 27, 2006, as well as other regulatory legal acts of the Russian Federation in the area of protection and processing of Personal Data.
5.4.7. When using the Program, including its extended functionality, the Licensee agrees not to take any actions that may be considered as violating Russian or international law, including in the area of intellectual property, copyright, and/or related rights, or any actions that lead or may lead to disruption of the normal operation of the Website and its services.
5.4.8. Not to reproduce means of individualization, including names, trademarks, service marks, logos, and emblems, without the prior written permission of the relevant copyright holders.
5.4.9. Be solely responsible for any information and materials posted on the Website, including cases where such information violates Russian Federation legislation on consumer protection and the state language.
6. Procedure for Transfer of Rights
6.1. The transfer of the simple non-exclusive right to use the Program to the Licensee shall be completed no later than one (1) day following payment of the License Fee, by providing the Licensee with Account access credentials or by releasing the Licensee's Account from the Blocked Status. Upon receipt of the Account access credentials by the Licensee, the simple non-exclusive right to use the Program shall be deemed transferred to SELBY and received by the Licensee.
6.2. The Program shall not be transferred on a tangible medium.
6.3. If the Licensee has any claims regarding the scope of the rights to use the Program actually granted, the Licensee is obligated to notify SELBY of such claims by email no later than five (5) days following their occurrence. If a claim is justified, SELBY undertakes to take all necessary measures to eliminate the cause of the claim or provide the Licensee with instructions on how to eliminate the cause of the claim.
6.5. A change of Data Owner shall be carried out in the following cases:
6.5.1. If the Data Owner sends SELBY a written request containing an instruction to change the Data Owner to the User or another third party. The request must be signed by the Data Owner or their authorized representative, certified with a seal (if applicable), and contain information allowing for the precise identification of the person to whom the rights of the Data Owner are being transferred.
6.5.2. If SELBY receives a final court decision or other documents confirming the succession, or other legal grounds for replacing a party to the Agreement.
7. Subscription Payment and Cancellation Procedure
7.1. All payments between the Parties under this Agreement shall be made in Russian rubles. The license fee is not subject to VAT pursuant to Clause 26, Part 2, Article 149 of the Russian Tax Code.
7.2. The amount of the License Fee is determined based on the Tariff Plan selected by the Licensee and the term of use of the Program.
7.3. The Licensee has the right to make a one-time payment for use of the Program for the following terms: 1, 3, 6, or 12 months.
7.4. SELBY shall issue an invoice to the Licensee for the License Fee in accordance with the Tariff Plan selected by the Licensee and the one-time payment deadline via the Program Control Panel.
7.5. The License Fee is considered paid upon receipt of the corresponding amount from the Licensee to SELBY's bank account. Partial payment by the Licensee of the license fee stipulated by the Tariff Plan selected by the Licensee is not permitted.
7.6. The Licensee has the right to upgrade their Tariff Plan to include more features. To do so, they must submit a request using the method specified in the Account -> Tariffs section. SELBY grants, and the Licensee accepts, additional non-exclusive rights in accordance with the procedure specified in Section 6 of the Agreement. The Licensee also has the right to upgrade their Tariff Plan to include fewer features, beginning when the paid term of rights to the Program expires.
7.7. Upon expiration of the paid term of rights, SELBY will terminate the Licensee's access to the Program by blocking the Account.
7.8. As the expiration of the paid term of rights approaches, SELBY will notify the Licensee accordingly 7, 5, or 3 days prior to the expiration of the paid term, and then daily until the Account is blocked.
7.9. If the Licensee fails to pay the fee for the next period of use of the Program rights within 60 (sixty) days or more from the moment the Account is blocked, SELBY considers such actions by the Licensee a refusal to perform the Agreement and will act in accordance with Section 11.4 of the Agreement.
7.10. SELBY will generate a UPD/primary document in the Licensee's Personal Account for the granted non-exclusive rights to the Program and the amount of the Tariff Plan selected by the Licensee.
7.11. The Licensee undertakes to sign the UPD/primary document granting non-exclusive rights to the Program and send it to SELBY within 5 (five) business days of the UPD/primary document's creation in the Personal Account. The Licensee shall send the signed document to SELBY via electronic document flow (EDM) or on paper to the address specified in the "Details and Contact Information" section, or electronically to the email address specified in the "Details and Contact Information" section. If the Licensee fails to provide SELBY with a signed copy of the UPD/primary document or a reasoned refusal to accept the granted non-exclusive rights within the specified period, these documents shall be deemed signed.
7.12. The Licensee has the right to unilaterally cancel the Subscription by:
refusing to renew the Subscription by failing to pay the License Fee for the next period.
7.13. If the Licensee fails to exercise the simple non-exclusive right granted by SELBY within the term of its grant, SELBY's obligation to transfer the non-exclusive right is considered fully fulfilled, and the License Fee paid by the Licensee will not be refunded.
7.14. If the License Fee is paid by someone other than the Data Owner, the payment purpose must clearly identify the Account for which the License Fee is being paid. If the payment document does not indicate that payment was made for the relevant Account, such payments may be returned to the payer, and the License Fee will not be applied toward the Subscription.
8. Recurring Payment
8.1. Upon Acceptance of this Agreement, the Licensee unconditionally agrees to the activation of a recurring payment for the provision of a simple non-exclusive license under the Agreement by consenting to the automatic debiting of funds from the Bank Card/Current Account in favor of SELBY, in the amount and in accordance with the selected Tariff Plan.
8.2. Recurring payments are enabled for the Bank Card/Current Account registered by the Licensee—the Cardholder, the owner of the Current Account.
8.3. Recurring payments are made within the timeframes and amounts necessary for the proper fulfillment of the Licensee's obligation to pay for the simple non-exclusive license to use the Program.
8.4. The actual debit of funds is performed by the Bank (Issuing Bank) based on the Licensee's prior consent to such debit in the amount and within the timeframe specified in this Agreement. A request for a funds transfer, specifying the transfer amount, is submitted to the Issuing Bank in accordance with the concluded agreements.
8.5. SELBY does not store or process Licensees' bank card data, only providing requests for re-executing transactions on the Licensee's bank card/current account.
8.6. The Licensee guarantees that they are the Bank Card Holder and independently, knowingly, correctly, and completely enter all required Bank Card details.
8.7. A recurring payment, in the manner stipulated by this Agreement, may only be executed if the Bank (Issuing Bank) or the Payment System have the technical capability to do so. SELBY does not guarantee the ability to process Bank Card transactions.
8.8. If there are insufficient funds in the Bank Card account to complete the transfer, SELBY has the right to repeat the request to debit the funds from the Bank Card or demand payment.
8.9. The Licensee independently monitors the fulfillment of its payment obligations under the Agreement. If the Recurring Payment is inoperative and/or temporarily inoperative, the Licensee is obligated to use other methods of fulfilling its obligations in accordance with Section 7 of this Agreement.
8.10. Recurring payments may be disabled at any time in the Personal Account in the Accounts and Payments section by unchecking the "Deactivation/Uncheck" box in the "Automatic Payments" section. Subsequently, the Licensee shall pay for the subscription in the manner specified in Section 7.4 of this Agreement.
9. Terms of Use of AI Tools
9.1. SELBY may provide the Licensee with access to AI tools embedded in the Program for the generation of Generated Content. The Licensee may use the AI tools embedded in the Program solely for the purposes specified in this section, namely:
(a) image editing;
(b) generating product descriptions;
(c) filling websites created using the Program with Generated Content;
(d) retrieving data at the Licensee's request (AI bot);
(e) navigating and searching for instructions on how to use the Program.
Use of AI tools for any other purposes is prohibited.
9.2. The ability to create Generated Content using AI tools is provided to all Licensees; the AI bot is available to Licensees using the Program if provided for in the Tariff Plan. To access AI tools, the Licensee must purchase a paid Tariff Plan.
9.3. The Licensee agrees that the Licensee's requests to AI tools, including query text, images, and analytical data, may be transferred to third-party services that own models implemented using artificial intelligence, to the extent necessary to create Generated Content. By using AI tools, the Licensee agrees that the AI tools are implemented based on artificial intelligence technologies provided by third-party services, and therefore SELBY does not have the technical ability to control the content of the processed request and is not responsible for the operation of third-party services, including possible limitations, errors, or termination of their operation.
9.4. The AI tools embedded in the Program are provided in a test mode on an "As is" basis. SELBY does not guarantee error-free or uninterrupted operation of the AI tools, nor does it guarantee that they will meet the Licensee's expectations.
9.5. SELBY does not guarantee that the Generated Content:
(a) is current, correct, or acceptable;
(b) complies with generally accepted rules of decency and moral and ethical standards;
(c) is unique and is not based on materials that constitute the intellectual property of third parties;
(d) does not violate applicable laws and/or the rights of third parties.
9.6. The Licensee agrees that the Generated Content cannot be considered the result of the Licensee's creative work and/or an intellectual property object to which the rights belong to the Licensee.
9.7. Under no circumstances shall any information contained in the Generated Content (including the response to the Licensee's request to the AI bot) be considered the position, statement, or opinion of SELBY, nor shall it be construed as advice, a recommendation, or guidance for making decisions or taking any actions. The Licensee shall have no right to make claims related to the unreliability/incorrectness/insufficiency of information received in the form of Generated Content.
9.8. By using the AI bot, the Licensee acknowledges that the AI bot is not intended to provide the Licensee with information, consulting services, or expert opinions. The results of the AI bot's work do not constitute financial or investment advice, an accounting report, or legal advice.
9.9. The Licensee is advised that the functionality of the AI tools embedded in the Program is constantly being supplemented and updated; their form, nature, and capabilities may change from time to time without prior notice to the Licensee.
9.10. The Licensee is advised that AI tools are not intended to process Personal Data, and therefore the Licensee is not entitled to include the Licensee's or third-party's Personal Data in requests to AI tools.
9.11. The Licensee is solely responsible for verifying the Generated Content for compliance with applicable law, the Agreement, and for compliance with the rights of third parties.
9.12. If signs of misuse of AI tools are detected, SELBY reserves the right to impose penalties on the Licensee in accordance with this Agreement.
10. Liability of the Parties
10.1. The parties to this Agreement shall be liable in accordance with the current legislation of the Russian Federation.
10.2. The Licensee assumes full responsibility for the results of their actions in the Program, as well as for the actions of third parties to whom the Licensee has granted access to the Program, including, but not limited to: Program configuration, data management, domain name registration, and others. SELBY shall not be liable for the Licensee's actions in the Program and does not guarantee correction of the results of the Licensee's actions.
10.3. The Program transferred to the Licensee under the terms of a simple non-exclusive license under this Agreement is transferred on an "As is" basis. SELBY disclaims all warranties, express or implied, including, without limitation, implied warranties and guarantees of merchantability and consumer quality, fitness for a particular purpose, and non-infringement.
SELBY does not warrant that:
(a) the software will meet your requirements,
(b) the software will be free of errors or defects,
(c) the security, reliability, timeliness, or performance of the software will meet Licensee's expectations,
(d) errors in the software will be corrected.
10.4. SELBY is not responsible for the content of information posted by the Licensee using the Program, whether published in text, graphic, multimedia, or other formats, including instances where the Licensee posts information that violates Russian Federation consumer protection and language laws.
10.5. SELBY is not responsible for the results of use or the usefulness of the rights to use the Program granted under this Agreement, or for the quality of Licensee's access to the Program via the Internet.
10.6. SELBY shall not be liable for any indirect or consequential damages and/or lost profits of the Licensee and/or third parties, regardless of whether SELBY could have foreseen the possibility of such damages in a particular situation or not.
10.7. SELBY shall not be liable for any damage resulting from the actions or omissions, or breach of the Agreement, of the Licensee or its representatives, agents, or contractor(s).
10.8. SELBY shall not be liable if the Licensee acquires a website domain name that does not comply with the requirements of Russian Federation law and/or infringes the rights of third parties.
10.9. SELBY's aggregate liability under the Agreement is limited to compensation to the Licensee for direct, proven damages in an amount not exceeding the amount actually paid by the Licensee for the Program at the time the damage occurred.
10.10. The Licensee is responsible for the placement of any materials, including materials generated by AI tools, advertising materials, and materials that are subject to copyright, in accordance with current Russian legislation.
10.11. The Licensee is responsible for maintaining the access credentials that enable the Licensee to access the Program and for any damages that may result from unauthorized use of their access credentials.
10.12. The Licensee understands that the SELBY Platform is intended for individuals engaged in entrepreneurial activity and is responsible for the conduct of their business operations using the Program. The Licensee independently decides on the need to register as a business entity and obtain all necessary certificates, licenses, permits, and other similar documents.
10.13. The Account Owner is responsible for all actions in the Account, including illegal actions that violate Russian Federation law and the interests of third parties, and actions that infringe the rights of the Licensor. The contact information of the Data Owner is used for official correspondence and other legally significant interactions between the Parties.
11. Validity of the Agreement
11.1. The date of conclusion of this Agreement is the date the Licensee accepts the offer and pays for the Subscription under the Tariff Plan selected by the Licensee. The payment deadline is determined in accordance with Section 7.5 of this Agreement.
11.2. The Agreement is valid for 1 (one) year from the date of its conclusion. For the purposes of this Agreement, a year is defined as 365 days. If neither Party notifies the other Party of its intention to terminate this Agreement, upon expiration of its term, it will be automatically renewed for another year. The number of renewals of this Agreement is unlimited.
11.3. In the event of a breach by the Licensee of the terms of this Agreement, in particular: a breach by the Licensee of the terms regarding the scope of the License in accordance with Section 4 of this Agreement, as well as a violation by the Licensee of the rights and legitimate interests of SELBY, or the Licensee's culpable infliction of damages on SELBY, SELBY has the right to terminate the Agreement early, out of court, and immediately block access to the Program with prior notice to the Licensee no later than the Blocking Date. In this case, no refund of the License Fee for the Account blocking period will be made.
11.4. In the event of the Licensee's refusal to continue to perform this Agreement, SELBY has the right to delete all Licensee data associated with their Account, and the Licensee's Account itself, 60 (sixty) days after the end of the last paid Subscription period.
11.5. SELBY reserves the right to unilaterally and extrajudicially terminate its obligations under this Agreement by notifying the Licensee no later than 30 (thirty) days prior to the planned termination date.
11.6. SELBY reserves the right to amend the Agreement at any time, unilaterally and extrajudicially. Amendments to the terms of the Agreement shall take effect and become effective upon publication at selby.co/. The Licensee agrees and acknowledges that by continuing to use the Program after the relevant amendments become effective, the Licensee expresses their full and unconditional consent to the new terms of the Agreement. The Licensee is responsible for monitoring any changes to the terms of this Agreement.
11.7. The Parties agree that if the Trial Period is used, this Agreement will continue in effect from the Account Creation Date.
12. Dispute Resolution
12.1. All disputes and disagreements that may arise between the Parties regarding issues related to the execution of this Agreement will be resolved by the Parties through negotiations.
12.2. If the Parties fail to resolve any disputes through negotiations, such disputes will be resolved by the Parties in the Arbitration Court of Chelyabinsk for legal entities and sole proprietors. For individual Licensees, disputes will be resolved in courts of general jurisdiction under the general rules of jurisdiction in accordance with the current legislation of the Russian Federation.
13. Confidentiality
13.1. The Parties agree to keep secret and treat as confidential all information received by one Party from the other Party during the execution and performance of the Agreement (hereinafter referred to as "Confidential Information") and not to disclose, divulge, make public, or otherwise provide such information to any third party without the prior written consent of the Party providing such information, unless otherwise provided by law or this Agreement.
13.2. Each Party will take all necessary measures to protect Confidential Information, at a minimum, using the same measures that the Party uses to protect its own Confidential Information. Access to Confidential Information is granted only to those employees of each Party who reasonably need it to perform their official duties related to the execution of the Agreement. Each Party undertakes to familiarize its Employees with the obligations to ensure the security of Confidential Information stipulated by this Agreement in relation to the Parties.
13.3. The obligation to maintain the confidentiality of Confidential Information shall be valid for the term of the Agreement and for five years after its termination, unless otherwise agreed by the Parties.
14. Terms of Processing and Use of Personal Data
14.1. The processing of the Personal Data of Licensees as subjects of Personal Data shall be carried out in accordance with the terms of Section 4 of the User Agreement (https://www.selby.co) and the Privacy Policy (https://www.selby.co).
14.2. In order to provide the Licensee with access to the Program under this Agreement, as well as to receive additional services or services, the Licensee instructs the Licensor to process the Personal Data of its clients, in particular:
Technical and analytical data, including IP address, browser and device information, cookies, website actions (clicks, events), website referral sources (referrers, UTM tags), and geolocation (country, city);
Document consent sign;
Communications: correspondence between the client and the Licensee (support);
Customer reviews (if any);
Other Personal Data collected by the Licensee about the client (date of birth, gender, order comments, etc.).
14.3. Personal data of the Licensee's clients may be obtained from the Licensee, as well as from third parties (marketplace owners) with whom the Licensee has contractual relationships, if technically feasible. SELBY is not responsible for the existence of legal grounds for the transfer of Personal Data from third parties to the Licensee.
14.4. This Agreement serves as the basis for SELBY's processing of Personal Data of Personal Data subjects in the interests of the Licensee.
14.5. The list of actions (operations) with Personal Data that SELBY will perform within the scope of the Licensee's instructions: collection, recording, systematization, accumulation, storage, clarification (updating, modification), retrieval, use, transfer (provision, access), blocking, and deletion.
14.6. Personal Data is stored:
(a) in cloud services: Yandex Cloud (OOO Yandex.Cloud, Taxpayer Identification Number: 7 704 458 262, 119 021, Moscow, Leo Tolstoy St., Building 16, Office 528).
14.7. SELBY transfers the Personal Data of the Licensee's clients solely for the purpose of fulfilling the terms of this Agreement. Partners granted access to Personal Data undertake to ensure the confidentiality of such data and comply with Personal Data security requirements.
14.8. The Program's functionality allows the Licensee to configure data integration (including the Personal Data of the Licensee, its representatives, and clients) with external service providers, in particular:
(a) enabling order delivery functionality:
— delivery services (SDEK, Boxberry, Russian Post, Dostavista, etc.)
(b) pre-registration and/or integration between the Licensee's Personal Account on the SELBY Platform and an external service integrated with the SELBY Platform via API;
— YUKassa (OOO NKO Yumani, INN 7 750 005 725, 115 035, Moscow, Sadovnicheskaya St., Bldg. 82, Bldg. 2);
— TBank (JSC TBank, Taxpayer Identification Number 7 710 140 679, Address: 127 287, Moscow, 2-ya Khutorskaya St., Building 38A, Bldg. 26).
14.9. The Licensee may grant access to Personal Data to an external service provider.
14.10. The Licensee independently determines the list of external service providers specified in Sections 14.8 and 14.9 of this Agreement by performing the appropriate actions in the Program interface. Personal Data is processed in accordance with the terms and conditions for processing Personal Data posted on the website of the relevant service provider.
14.11. The Licensee is responsible for:
determining the scope of processed Personal Data of third parties. The Licensee shall not use special categories of Personal Data (related to race, nationality, political views, religious and philosophical beliefs, health, or intimate life);
Ensuring legal grounds for the transfer of Personal Data to third parties, including the transfer of data to external service providers;
Complying with the requirements of Russian Federation legislation applicable to the use of services of foreign external service providers, including requirements for the cross-border transfer of Personal Data;
Establishing rules and measures to control access to the Program for representatives and external service providers, as well as determining their liability for violations, including unauthorized actions and incidents related to Personal Data;
Familiarizing themselves with the terms and conditions for processing Personal Data established by external service providers;
Responding to requests from Personal Data subjects (including requests to revoke consent to processing) and determining the processing timeframes for Personal Data, as well as the procedure for terminating processing in the event of expiration of established timeframes, revocation of consent, or for other reasons stipulated by law;
14.12. When processing Personal Data, SELBY undertakes to:
appoint a person responsible for organizing the processing of Personal Data;
ensure the confidentiality of Personal Data acquired while performing its duties under this Agreement;
take necessary measures to protect Personal Data in accordance with Article 18.1 and Article 19 of Federal Law No. 152-FZ of July 27, 2006, "On Personal Data." The list of measures for protecting SELBY's Personal Data is specified in the Privacy and Personal Data Processing Policy" at www.selby.co;
upon the Licensee's request, provide documents and other information confirming the adoption of measures and compliance with the requirements of Federal Law No. 152-FZ "On Personal Data" dated July 27, 2006;
comply with the requirements for the localization of Personal Data within the Russian Federation;
notify the Licensee of cases stipulated by Part 3.1 of Article 21 of 152-FZ, namely, instances of unlawful or accidental transfer (provision, distribution, or access) of Personal Data resulting in a violation of the rights of Personal Data subjects.
14.14. The Order for the processing of Personal Data is valid until the termination date of this Agreement. Upon termination of the Order (including termination of the Agreement or deletion of the Personal Account by the Licensee), SELBY is obligated to cease processing the Personal Data transferred under this Order and ensure its destruction, subject to except in cases where the legislation of the Russian Federation requires further data storage.
14.13. SELBY strives to protect the confidentiality of the Licensee's data, including Personal Data, and processes such data to ensure its legitimate interests, to the extent that this does not materially affect the rights and interests of the Licensee.
15. Additional Terms
15.1. The relationship between the Parties under this Agreement is governed by the current legislation of the Russian Federation.
15.2. The Licensee consents to receive additional information and newsletters from SELBY at the address and phone number specified during registration on the SELBY website www.selby.co. These newsletters and information may include information about changes and improvements to the Program and Software Extensions, changes to Tariff Plans, other products and services offered by SELBY, announcements of SELBY events, and other marketing information.
16. Force Majeure
16.1. SELBY shall be released from liability for any failure to fulfill its obligations under this Agreement, in whole or in part, if such failure results from force majeure, i.e., extraordinary circumstances beyond the Parties' control under the given circumstances, including mass riots, prohibitive government actions, natural disasters, fires, catastrophes, and other force majeure circumstances, as well as:
Power outages;
Global outages in the Russian and international segments of the Internet;
Routing system failures;
Distributed Domain Name System failures;
Failures caused by hacker and DOS attacks, as well as other illegal actions of third parties;
Failures in the Licensee's equipment, including, but not limited to, tablets (laptop computers) where the Program is used.
16.2. SELBY undertakes, if technically feasible, to notify the Licensee by email of the occurrence of force majeure circumstances within 7 (seven) calendar days of their occurrence.
16.3. If, as a result of force majeure circumstances, SELBY is unable to fulfill its obligations under the Agreement for 3 (three) months or more, the Agreement shall be deemed terminated without compensation.
17. Anti-Corruption Clause
17.1. Upon conclusion, execution, amendment, and termination of the Agreement, the Parties undertake the following obligations:
17.1.1. The Parties, their employees, and authorized representatives under the Agreement shall not offer, promise, solicit, authorize the provision, or provide any money, securities, or other property, render any property-related services, perform any work, or grant any property rights, directly or indirectly, personally or through intermediaries, to any persons in order to influence the actions (inactions) and/or decisions of these and/or other persons for the purpose of obtaining any benefits (advantages) or to achieve other goals.
17.1.2. The Parties, their employees, and authorized representatives under the Agreement shall not commit any actions (inactions) qualified by applicable law as giving/receiving a bribe, commercial bribery, mediation in bribery/commercial bribery, abuse of authority, illegal remuneration on behalf of a legal entity, or other actions (inactions) that violate the requirements of applicable law and applicable norms of international law in the field of combating corruption.
17.1.3. The Parties shall notify each other of circumstances that become known to them that constitute or may constitute grounds for a conflict of interest; refrain from taking actions (or inactions) that entail the emergence or create a threat of a conflict of interest; and provide other assistance to each other in order to identify, deter, and prevent corruption offenses and conflicts of interest within the framework of and in connection with the relations of the Parties under the Agreement.
17.2. The provisions of paragraph 17.1 of this Agreement shall apply to relations that arose prior to its conclusion, but are related to the conclusion of the Agreement.
17.3. If a Party receives information about an actual or potential violation of the other Party's
17.3. If a Party receives information regarding an actual or potential violation of any of the provisions of Sections 17.1.1–17.1.3 of this Agreement by the other Party, its employees, or its representatives under the Agreement (hereinafter referred to as a "Corruption-Related Violation"), such Party undertakes to promptly notify the other Party thereof in writing. Such notification must include the details of the Agreement and a description of the factual circumstances related to the Corruption-Related Violation that served as the basis for the notification. Supporting documents and/or materials must be attached to the notification.
The Party receiving the notification shall ensure its confidential review and send the other Party a reasoned response within 30 (thirty) calendar days of receipt. If the Party receiving the notification disagrees with the circumstances related to the Corruption-Related Violation, which served as the basis for sending the notification, and/or the supporting documents and/or materials, it must provide objections to the information provided regarding the Corruption-Related Violation in its response.
17.4. If a Party receives a response from the other Party confirming the Corruption-Related Violation, or if the response from the other Party does not contain any objections to the information provided regarding the Corruption-Related Violation, the Party has the right to terminate the Agreement unilaterally and extrajudicially by sending a written notice of termination.
The Agreement shall be deemed terminated after 10 (ten) calendar days from the date the other Party receives the corresponding written notice of termination.
18. Details and Contact Information
Licensor:
Full name in Russian:
Limited Liability Company "P-MART"
Abbreviated name in Russian: OOO "P-MART"
Legal address: 454080, Chelyabinsk region, Chelyabinsk, Entuziastov Street, Building No. 15, Office 8
Mailing address: 454080, Chelyabinsk region, Chelyabinsk, Entuziastov Street, Building No. 15, Office 8
TIN: 7453233013
KPP: 745301001
Bank details:
Current account 40,701,810,900,000,014,336
at JSC "TBank" BIC 44,525,974
c/s 30,101,810,145,250,000,896
Email: info@selby.co
1.1. This Agreement (hereinafter also referred to as the "License Agreement"), in accordance with Article 437 of the Civil Code of the Russian Federation (hereinafter referred to as the "CCRF"), is a public offer posted by the Licensor online at selby.co/. In accordance with Article 438 of the CCRF, it is deemed concluded upon the Licensee's acceptance.
1.2. The parties to this Agreement are:
1.2.1. Licensor — Limited Liability Company "P-MART", OGRN 1 117 453 007 000, INN 7 453 233 013, KPP 745 301 001, registered at the address: 454 080, Chelyabinsk Region, Chelyabinsk, Entuziastov Street, Building No. 15, Office 8
(hereinafter also referred to as "SELBY"), on the one hand, and
1.2.2. Licensee —
either a legal entity registered under the laws of the state of which such entity is a resident;
or an individual entrepreneur registered under the laws of the state of which such entity is a resident;
Either an individual who is a professional income taxpayer in accordance with Federal Law No. 422-FZ of November 27, 2018;
or an individual acting on behalf of and in the interests of a legal entity or sole proprietor (who is an authorized representative of the legal entity or sole proprietor);
who has accepted the terms of this Agreement.
1.3. The place of execution of this Agreement is the city of Chelyabinsk.
1.4. The Licensee is obligated to fully read this Agreement before creating an Account. Acceptance of this Agreement is constituted by payment of the License Fee according to the selected Tariff Plan in accordance with Section 7 of this Agreement or by creating an Account, whichever occurs first for the Licensee.
The Licensee's acceptance of this Agreement constitutes full and unconditional acceptance of the terms of this Agreement.
1.5. From the moment the Account is created, the Licensee is granted a Trial Period of 7 (seven) calendar days of access to the Program's functionality. The Licensor reserves the right to unilaterally set a different Trial Period duration.
2. Terms and Definitions
2.1. Account — the Data Owner's account, identified by the data provided during registration and a unique number (identifier). "Data" broadly refers to any data entered by the Licensee (e.g., product and sales information, settings, content, files, images, etc.) or generated during the use of the Program (e.g., website visitor statistics, sales data, etc.).
2.2. Account Creation — the action signaling the intent to enter into the License Agreement, expressed by clicking the "Register" button, which results in the assignment of a unique number (identifier) to the Account.
2.3. Issuing Bank (Bank) — a credit institution that carries out financial transactions, issues Bank Cards, and handles settlements on current accounts, including those made using Bank Cards.
2.4. A bank card is a debit or credit card issued by the Issuing Bank, which is a non-cash payment instrument intended for the Cardholder to perform transactions with funds held in the Cardholder's bank accounts with the Issuing Bank, or with funds provided by the Issuing Bank as a loan to the Cardholder in accordance with Russian legislation and the bank account agreement, or within the established limit, in accordance with the terms of the loan agreement between the Issuing Bank and the Cardholder, provided that such debit or credit card may be used by the Cardholder to pay for a simple non-exclusive license.
2.5. Account Locking is an Account status in which the Licensee is granted access to its data, but the functionality of the Program is not provided. In the Account Locking status, when the Licensee's website requests data from the SELBY server, the Program automatically displays a message indicating access is denied. The License Fee will not be debited if the Account is Blocked.
2.6. Data Owner — the person who is the copyright holder of all data entered into the Account (product information, settings, content, files, images, etc.) or generated during the use of the Program (website visitor statistics, sales data, etc.). The Data Owner is defined as follows:
2.6.1. By default, the Data Owner is the legal entity or sole proprietor who has accepted this Agreement, as defined in Section 1.3. of this Agreement, for the first time in relation to the Account (the first business entity (legal entity or sole proprietor) to pay for the Subscription for the Account).
2.6.2. Until the legal entity or sole proprietor has accepted in accordance with Section 2.6.1. Under this Agreement, the Data Owner is the individual who created the Account.
2.7. User — an individual, legal entity, or sole proprietor who has paid the License Fee for an existing Account (this provision does not apply to the cases described in Section 2.6.1 of this Agreement) and/or who uses the Account with the consent of the Data Owner.
2.7.1. By paying for an existing Account, the User understands and agrees to be bound by the terms of this Agreement; however, the rights of the Data Owner are not transferred to the User, nor are the rights to the results of intellectual, commercial, or other activity created in the Account (except for the cases described in Section 6.5 of this Agreement). The User has the right to use the Program to the extent granted to them by the Data Owner, unless otherwise agreed upon by the Parties.
2.7.2. The User is deemed to be acting on behalf of the Data Owner and in their interests. Any actions by the User in the Account are deemed to be actions of the Data Owner.
2.8. Cardholder — the person who instructs the Issuing Bank to transfer funds from the Bank Card on behalf of the Licensee to SELBY.
2.9. Integrated Service — a Marketplace or other e-commerce platform, payment service, or other resource integrated with the Program via an API. An Integrated Service also includes a legal entity or sole proprietor who is the actual owner of such resource.
2.10. Website — a collection of integrated software, hardware, and technical means, as well as information intended for publication on the Internet and displayed in specific text, graphic, or audio forms.
2.11. License — a simple, non-exclusive right to use the Program to the extent and within the limits established by this Agreement and the Tariff Plan.
2.12. License Fee — the fee for the provision of the License, which the Licensee undertakes to pay to the Licensor in accordance with this Agreement.
2.13. Personal Account — the Data Owner's account, identified by an email address or the phone number in which the Licensee selects the Program and Tariff Plan, provides their details, and accepts this License Agreement by paying for the Program for each Account of each Program.
2.14. Control Panel — the interface in the Personal Account that allows the Licensee to change available Program settings and perform other actions in the Program as provided for by the Tariff Plan.
2.15. Personal Data — any information related to a directly or indirectly identified or identifiable individual (the subject of the Personal Data).
2.16. Trial Period — a period of 7 (seven) calendar days, which is automatically granted to the Licensee after Account Creation.
2.17. Program — the SELBY Platform computer program, which is a collection of data and commands designed to operate computers and other computing devices to achieve a specific result, and the audiovisual displays it generates, as well as its Software Extensions. The scope of the resulting functionality is limited by the Tariff Plan.
2.18. Software Extensions (extended Program functionality) — a component of the Program allocated in accordance with the Tariff Plans to the additional functionality offered to the Licensee for an additional License Fee.
2.19. Subscription — payment by the Licensee of the License Fee for the Program under any Tariff Plan for any period (1, 3, 6, 12 months, or any other period) and the right to use the Program during the Subscription.
2.20. Current Account — a bank account opened for a sole proprietor, legal entity, or individual, which is a non-cash payment instrument that allows for financial transactions and cash management.
2.21. Recurring Payment — an automatic/recurring payment method for a Subscription, paid by bank transfer from a current account or bank card to a SELBY account, with the Licensee's consent, as provided in this Agreement, made on a regular basis over a specified period of time, for the granted non-exclusive license to the Program. In the Personal Account, a Recurring Payment may be referred to as an "Automatic Payment" or other similar term.
2.22. SELBY Server (Server) — a hardware complex consisting of several server computers, configured and administered to ensure sufficient performance of the Program when used by the Licensee.
2.23. Tariff Plan — the amount of the License Fee corresponding to the scope of the Program's functionality and the term of use determined by SELBY. All Tariff Plans available to the Licensee for the Program are posted on the SELBY website at selby.co/.
2.24. Electronic Document Management (EDM) — processing documents in electronic form using a digital signature and software. EDM is used by the Parties to send and sign electronic documents necessary for the execution of the Agreement. Documents signed with an enhanced qualified digital signature are considered equivalent to paper documents containing a handwritten signature.
2.25. Email — for SELBY: any @selby.co group address; for the Licensee: the address specified when creating the Account or any other email address specified in the Personal Account. Each Party undertakes to independently ensure its access to email sufficient to receive the necessary notifications under this Agreement.
2.26. AI Tools — software tools embedded in the Program, implemented using artificial intelligence technologies and capable of creating Generated Content in response to the Licensee's request. AI tools include an AI bot and other functions for creating Generated Content.
2.27. AI bot — a functional bot for processing, analyzing, and generating information, implemented using artificial intelligence technologies.
2.28. Generated Content — text/images or a combination thereof, or other information generated based on a Licensee request using AI tools integrated into the Program.
3. Subject of the Agreement
3.1. The subject of this Agreement is the grant by the Licensor to the Licensee of a simple, non-exclusive license to use the Program in the manner and on the terms provided for in this Agreement.
3.2. This Agreement applies to all Program updates and Software Extensions transferred or made available to the Licensee in connection with the conclusion of this Agreement.
3.3. The "SELBY Platform" computer program is the result of SELBY's intellectual property and is protected by the copyright laws of the Russian Federation. SELBY warrants that it has all necessary rights to grant the Licensee the rights to use the Program under this Agreement.
3.4. The territory of use of the Program under this Agreement is unlimited.
4. Scope of the License
4.1.1. The simple, non-exclusive right to use the Program under this Agreement includes the Licensee's right to use the Program for the period and to the extent of functionality stipulated by the Tariff Plan paid for by the Licensee.
4.1.2. The Data Owner is granted the ability to change the Program settings, within the limits available to the Licensee in the Control Panel. The User is granted the ability to change the Program settings, within the limits established by the Data Owner.
4.2. The Licensee shall have the right to:
4.2.1. access the Program's source code, edit and/or study the Program's source code, and reverse engineer the Program's operating technology;
4.2.2. use the Program to commit illegal acts, including, but not limited to: spamming, sending threats and insults, distributing false advertising, and inciting violence;
4.2.3. Copy or reproduce the Program or any of its elements, or store the Program on a tangible medium for the purpose of transferring it to third parties;
4.2.4. Place viruses or other malware in and/or using the Program, or distribute malware using the Program;
4.2.5. Attempt to circumvent the technical limitations established in the Program;
4.2.6. Publish the Program, allowing third parties to copy it;
4.2.7. Provide the Program for rent, lease, or temporary use to third parties for profit.
4.3. The results of the Licensee's use of the Program, including all types of primary data entered in accordance with Section 2.6 of this Agreement, or obtained as a result of the operation of the Program, belong to the Data Owner.
- 5. Rights and Obligations of the Parties
- 5.1. SELBY reserves the right to:
- 5.1.1. Expand and refine the functionality of the Program without the Licensee's consent, and update the Program and Software Extensions.
- 5.1.2. Change the Tariff Plans without prior approval from the Licensee. Such changes will take effect 30 (thirty) calendar days after their publication on the SELBY website or after SELBY sends a notification of the Tariff Plan change to the Licensee's email address (whichever occurs first). New Tariff Plans will not apply to Subscriptions paid by the Licensee prior to the effective date of the new Tariff Plans, until the end of the paid period of such Subscription. The effective date of the new Tariff Plans does not automatically change the Tariff Plan of a Licensee who subscribed to a Subscription prior to the effective date of the new Tariff Plans.
- 5.1.3. Block access to the Program in the following cases:
- in the event of a breach by the Licensee of the terms of this Agreement;
- at the request of a court or other authorized bodies of the Russian Federation;
- upon receipt of a substantiated demand (claim) from a third party regarding the Licensee's infringement of third-party intellectual property rights, including, but not limited to, trademark rights and/or other means of individualization, copyright, and other rights to content posted in the Account. If the Licensee repeatedly violates the provisions specified in this subparagraph, SELBY reserves the right to permanently block the Licensee's Account.
5.1.5. Request additional information from the Licensee, including, but not limited to: certificates, licenses, content rights, sales of registered trademarks, means of individualization, as well as additional contact information, if there is reason to believe that the Licensee is violating current Russian law, or if SELBY receives a corresponding request from law enforcement agencies or a reasonable request from third parties whose rights have allegedly been infringed by the Licensee's actions. If the Licensee refuses to provide the specified information within 2 (two) days (unless another period is specified by SELBY), SELBY reserves the right to restrict the Licensee's access to the Program until the end of the paid period and block access to the Website. SELBY does not initiate the posting of such information, does not select recipients of the information, does not influence the content or integrity of the information posted, and at the time the Licensee posts information on the Website, does not and cannot know whether such posting violates the current legislation of the Russian Federation. However, SELBY reserves the right to monitor, review, and/or delete any information and materials posted by the Licensee on the Website without prior notice to the Licensee.
5.1.6. SELBY reserves the right, independently or with the participation of third parties, to conduct marketing promotions, distribute promotional codes, establish a Trial Period, and offer other special offers, including discounts on the Subscription price (for one or more Subscription periods). Information about special offers/marketing promotions is posted on the SELBY website www.selby.co or in the Personal Account.
5.1.7. SELBY has the right to pre-register the Licensee in the Integrated Service for the purpose of integrating the Licensee's Program Account with the Integrated Service. For the purposes of this clause, pre-registration means the automatic completion of registration forms in the Integrated Service using data, including the Licensee's Personal Data (if applicable), for the Licensee's subsequent independent registration in the Integrated Service and/or for the subsequent independent activation of the Licensee's account in the Integrated Service.
5.2. SELBY undertakes to:
5.2.1. Grant the Licensee a simple, non-exclusive right to use the Program in accordance with Section 4 of this Agreement.
5.2.2. Notify the Licensee of significant improvements and changes to the Program, as well as changes to the terms of transfer of rights to use the Program, via email or publication on the SELBY website — www.selby.co.
5.2.3. Notify the Licensee of changes to Tariff Plans via email and/or publication on the SELBY website — www.selby.co.
5.2.4. Ensure the functioning of the Program and the Licensee's ability to use the Program, subject to the Licensee's compliance with the terms of Section 5.4 of this Agreement.
5.3. The Licensee has the right to:
5.3.1. Obtain a simple, non-exclusive right to use the Program to the extent provided for in Section 4 of this Agreement.
5.3.2. Independently select a Tariff Plan from those offered by SELBY and, at its sole discretion, change the Tariff Plan upon termination of the Subscription.
5.3.3. Cancel the Subscription in accordance with the procedure set forth in Section 8 of this Agreement.
5.3.4. Grant access to their Account to third parties under the terms specified in the Tariff Plan paid by the Licensee.
5.3.5. Send suggestions and requests for improving and finalizing the Program's functionality to SELBY.
5.3.6. If SELBY makes changes to the Tariff Plans, the Licensee who subscribed to the Program before the new Tariff Plans came into effect has the right to continue using the Program under the terms specified in the Licensee's current Tariff Plan until the expiration of the paid Subscription.
5.4. The Licensee undertakes to:
5.4.1. Accept the terms of this Agreement in full.
5.4.2. Independently ensure the technical capability to use the Program, including:
uninterrupted access to the Internet;
The Licensee's computer accessing the Program must have Internet access software installed.
5.4.3. Independently study the instructions and documentation for the Program, located at www.selby.co, and other materials available in the Licensee's Control Panel and on the website, to familiarize themselves with the Program's functions.
5.4.4. Timely pay the License Fee in the amount and within the timeframes specified in the Licensee's Tariff Plan.
5.4.5. Ensure the security of the Program access credentials received from SELBY to protect against unauthorized access.
5.4.6. Comply with the requirements established by Federal Law No. 152-FZ "On Personal Data" of July 27, 2006, as well as other regulatory legal acts of the Russian Federation in the area of protection and processing of Personal Data.
5.4.7. When using the Program, including its extended functionality, the Licensee agrees not to take any actions that may be considered as violating Russian or international law, including in the area of intellectual property, copyright, and/or related rights, or any actions that lead or may lead to disruption of the normal operation of the Website and its services.
5.4.8. Not to reproduce means of individualization, including names, trademarks, service marks, logos, and emblems, without the prior written permission of the relevant copyright holders.
5.4.9. Be solely responsible for any information and materials posted on the Website, including cases where such information violates Russian Federation legislation on consumer protection and the state language.
6. Procedure for Transfer of Rights
6.1. The transfer of the simple non-exclusive right to use the Program to the Licensee shall be completed no later than one (1) day following payment of the License Fee, by providing the Licensee with Account access credentials or by releasing the Licensee's Account from the Blocked Status. Upon receipt of the Account access credentials by the Licensee, the simple non-exclusive right to use the Program shall be deemed transferred to SELBY and received by the Licensee.
6.2. The Program shall not be transferred on a tangible medium.
6.3. If the Licensee has any claims regarding the scope of the rights to use the Program actually granted, the Licensee is obligated to notify SELBY of such claims by email no later than five (5) days following their occurrence. If a claim is justified, SELBY undertakes to take all necessary measures to eliminate the cause of the claim or provide the Licensee with instructions on how to eliminate the cause of the claim.
6.5. A change of Data Owner shall be carried out in the following cases:
6.5.1. If the Data Owner sends SELBY a written request containing an instruction to change the Data Owner to the User or another third party. The request must be signed by the Data Owner or their authorized representative, certified with a seal (if applicable), and contain information allowing for the precise identification of the person to whom the rights of the Data Owner are being transferred.
6.5.2. If SELBY receives a final court decision or other documents confirming the succession, or other legal grounds for replacing a party to the Agreement.
7. Subscription Payment and Cancellation Procedure
7.1. All payments between the Parties under this Agreement shall be made in Russian rubles. The license fee is not subject to VAT pursuant to Clause 26, Part 2, Article 149 of the Russian Tax Code.
7.2. The amount of the License Fee is determined based on the Tariff Plan selected by the Licensee and the term of use of the Program.
7.3. The Licensee has the right to make a one-time payment for use of the Program for the following terms: 1, 3, 6, or 12 months.
7.4. SELBY shall issue an invoice to the Licensee for the License Fee in accordance with the Tariff Plan selected by the Licensee and the one-time payment deadline via the Program Control Panel.
7.5. The License Fee is considered paid upon receipt of the corresponding amount from the Licensee to SELBY's bank account. Partial payment by the Licensee of the license fee stipulated by the Tariff Plan selected by the Licensee is not permitted.
7.6. The Licensee has the right to upgrade their Tariff Plan to include more features. To do so, they must submit a request using the method specified in the Account -> Tariffs section. SELBY grants, and the Licensee accepts, additional non-exclusive rights in accordance with the procedure specified in Section 6 of the Agreement. The Licensee also has the right to upgrade their Tariff Plan to include fewer features, beginning when the paid term of rights to the Program expires.
7.7. Upon expiration of the paid term of rights, SELBY will terminate the Licensee's access to the Program by blocking the Account.
7.8. As the expiration of the paid term of rights approaches, SELBY will notify the Licensee accordingly 7, 5, or 3 days prior to the expiration of the paid term, and then daily until the Account is blocked.
7.9. If the Licensee fails to pay the fee for the next period of use of the Program rights within 60 (sixty) days or more from the moment the Account is blocked, SELBY considers such actions by the Licensee a refusal to perform the Agreement and will act in accordance with Section 11.4 of the Agreement.
7.10. SELBY will generate a UPD/primary document in the Licensee's Personal Account for the granted non-exclusive rights to the Program and the amount of the Tariff Plan selected by the Licensee.
7.11. The Licensee undertakes to sign the UPD/primary document granting non-exclusive rights to the Program and send it to SELBY within 5 (five) business days of the UPD/primary document's creation in the Personal Account. The Licensee shall send the signed document to SELBY via electronic document flow (EDM) or on paper to the address specified in the "Details and Contact Information" section, or electronically to the email address specified in the "Details and Contact Information" section. If the Licensee fails to provide SELBY with a signed copy of the UPD/primary document or a reasoned refusal to accept the granted non-exclusive rights within the specified period, these documents shall be deemed signed.
7.12. The Licensee has the right to unilaterally cancel the Subscription by:
refusing to renew the Subscription by failing to pay the License Fee for the next period.
7.13. If the Licensee fails to exercise the simple non-exclusive right granted by SELBY within the term of its grant, SELBY's obligation to transfer the non-exclusive right is considered fully fulfilled, and the License Fee paid by the Licensee will not be refunded.
7.14. If the License Fee is paid by someone other than the Data Owner, the payment purpose must clearly identify the Account for which the License Fee is being paid. If the payment document does not indicate that payment was made for the relevant Account, such payments may be returned to the payer, and the License Fee will not be applied toward the Subscription.
8. Recurring Payment
8.1. Upon Acceptance of this Agreement, the Licensee unconditionally agrees to the activation of a recurring payment for the provision of a simple non-exclusive license under the Agreement by consenting to the automatic debiting of funds from the Bank Card/Current Account in favor of SELBY, in the amount and in accordance with the selected Tariff Plan.
8.2. Recurring payments are enabled for the Bank Card/Current Account registered by the Licensee—the Cardholder, the owner of the Current Account.
8.3. Recurring payments are made within the timeframes and amounts necessary for the proper fulfillment of the Licensee's obligation to pay for the simple non-exclusive license to use the Program.
8.4. The actual debit of funds is performed by the Bank (Issuing Bank) based on the Licensee's prior consent to such debit in the amount and within the timeframe specified in this Agreement. A request for a funds transfer, specifying the transfer amount, is submitted to the Issuing Bank in accordance with the concluded agreements.
8.5. SELBY does not store or process Licensees' bank card data, only providing requests for re-executing transactions on the Licensee's bank card/current account.
8.6. The Licensee guarantees that they are the Bank Card Holder and independently, knowingly, correctly, and completely enter all required Bank Card details.
8.7. A recurring payment, in the manner stipulated by this Agreement, may only be executed if the Bank (Issuing Bank) or the Payment System have the technical capability to do so. SELBY does not guarantee the ability to process Bank Card transactions.
8.8. If there are insufficient funds in the Bank Card account to complete the transfer, SELBY has the right to repeat the request to debit the funds from the Bank Card or demand payment.
8.9. The Licensee independently monitors the fulfillment of its payment obligations under the Agreement. If the Recurring Payment is inoperative and/or temporarily inoperative, the Licensee is obligated to use other methods of fulfilling its obligations in accordance with Section 7 of this Agreement.
8.10. Recurring payments may be disabled at any time in the Personal Account in the Accounts and Payments section by unchecking the "Deactivation/Uncheck" box in the "Automatic Payments" section. Subsequently, the Licensee shall pay for the subscription in the manner specified in Section 7.4 of this Agreement.
9. Terms of Use of AI Tools
9.1. SELBY may provide the Licensee with access to AI tools embedded in the Program for the generation of Generated Content. The Licensee may use the AI tools embedded in the Program solely for the purposes specified in this section, namely:
(a) image editing;
(b) generating product descriptions;
(c) filling websites created using the Program with Generated Content;
(d) retrieving data at the Licensee's request (AI bot);
(e) navigating and searching for instructions on how to use the Program.
Use of AI tools for any other purposes is prohibited.
9.2. The ability to create Generated Content using AI tools is provided to all Licensees; the AI bot is available to Licensees using the Program if provided for in the Tariff Plan. To access AI tools, the Licensee must purchase a paid Tariff Plan.
9.3. The Licensee agrees that the Licensee's requests to AI tools, including query text, images, and analytical data, may be transferred to third-party services that own models implemented using artificial intelligence, to the extent necessary to create Generated Content. By using AI tools, the Licensee agrees that the AI tools are implemented based on artificial intelligence technologies provided by third-party services, and therefore SELBY does not have the technical ability to control the content of the processed request and is not responsible for the operation of third-party services, including possible limitations, errors, or termination of their operation.
9.4. The AI tools embedded in the Program are provided in a test mode on an "As is" basis. SELBY does not guarantee error-free or uninterrupted operation of the AI tools, nor does it guarantee that they will meet the Licensee's expectations.
9.5. SELBY does not guarantee that the Generated Content:
(a) is current, correct, or acceptable;
(b) complies with generally accepted rules of decency and moral and ethical standards;
(c) is unique and is not based on materials that constitute the intellectual property of third parties;
(d) does not violate applicable laws and/or the rights of third parties.
9.6. The Licensee agrees that the Generated Content cannot be considered the result of the Licensee's creative work and/or an intellectual property object to which the rights belong to the Licensee.
9.7. Under no circumstances shall any information contained in the Generated Content (including the response to the Licensee's request to the AI bot) be considered the position, statement, or opinion of SELBY, nor shall it be construed as advice, a recommendation, or guidance for making decisions or taking any actions. The Licensee shall have no right to make claims related to the unreliability/incorrectness/insufficiency of information received in the form of Generated Content.
9.8. By using the AI bot, the Licensee acknowledges that the AI bot is not intended to provide the Licensee with information, consulting services, or expert opinions. The results of the AI bot's work do not constitute financial or investment advice, an accounting report, or legal advice.
9.9. The Licensee is advised that the functionality of the AI tools embedded in the Program is constantly being supplemented and updated; their form, nature, and capabilities may change from time to time without prior notice to the Licensee.
9.10. The Licensee is advised that AI tools are not intended to process Personal Data, and therefore the Licensee is not entitled to include the Licensee's or third-party's Personal Data in requests to AI tools.
9.11. The Licensee is solely responsible for verifying the Generated Content for compliance with applicable law, the Agreement, and for compliance with the rights of third parties.
9.12. If signs of misuse of AI tools are detected, SELBY reserves the right to impose penalties on the Licensee in accordance with this Agreement.
10. Liability of the Parties
10.1. The parties to this Agreement shall be liable in accordance with the current legislation of the Russian Federation.
10.2. The Licensee assumes full responsibility for the results of their actions in the Program, as well as for the actions of third parties to whom the Licensee has granted access to the Program, including, but not limited to: Program configuration, data management, domain name registration, and others. SELBY shall not be liable for the Licensee's actions in the Program and does not guarantee correction of the results of the Licensee's actions.
10.3. The Program transferred to the Licensee under the terms of a simple non-exclusive license under this Agreement is transferred on an "As is" basis. SELBY disclaims all warranties, express or implied, including, without limitation, implied warranties and guarantees of merchantability and consumer quality, fitness for a particular purpose, and non-infringement.
SELBY does not warrant that:
(a) the software will meet your requirements,
(b) the software will be free of errors or defects,
(c) the security, reliability, timeliness, or performance of the software will meet Licensee's expectations,
(d) errors in the software will be corrected.
10.4. SELBY is not responsible for the content of information posted by the Licensee using the Program, whether published in text, graphic, multimedia, or other formats, including instances where the Licensee posts information that violates Russian Federation consumer protection and language laws.
10.5. SELBY is not responsible for the results of use or the usefulness of the rights to use the Program granted under this Agreement, or for the quality of Licensee's access to the Program via the Internet.
10.6. SELBY shall not be liable for any indirect or consequential damages and/or lost profits of the Licensee and/or third parties, regardless of whether SELBY could have foreseen the possibility of such damages in a particular situation or not.
10.7. SELBY shall not be liable for any damage resulting from the actions or omissions, or breach of the Agreement, of the Licensee or its representatives, agents, or contractor(s).
10.8. SELBY shall not be liable if the Licensee acquires a website domain name that does not comply with the requirements of Russian Federation law and/or infringes the rights of third parties.
10.9. SELBY's aggregate liability under the Agreement is limited to compensation to the Licensee for direct, proven damages in an amount not exceeding the amount actually paid by the Licensee for the Program at the time the damage occurred.
10.10. The Licensee is responsible for the placement of any materials, including materials generated by AI tools, advertising materials, and materials that are subject to copyright, in accordance with current Russian legislation.
10.11. The Licensee is responsible for maintaining the access credentials that enable the Licensee to access the Program and for any damages that may result from unauthorized use of their access credentials.
10.12. The Licensee understands that the SELBY Platform is intended for individuals engaged in entrepreneurial activity and is responsible for the conduct of their business operations using the Program. The Licensee independently decides on the need to register as a business entity and obtain all necessary certificates, licenses, permits, and other similar documents.
10.13. The Account Owner is responsible for all actions in the Account, including illegal actions that violate Russian Federation law and the interests of third parties, and actions that infringe the rights of the Licensor. The contact information of the Data Owner is used for official correspondence and other legally significant interactions between the Parties.
11. Validity of the Agreement
11.1. The date of conclusion of this Agreement is the date the Licensee accepts the offer and pays for the Subscription under the Tariff Plan selected by the Licensee. The payment deadline is determined in accordance with Section 7.5 of this Agreement.
11.2. The Agreement is valid for 1 (one) year from the date of its conclusion. For the purposes of this Agreement, a year is defined as 365 days. If neither Party notifies the other Party of its intention to terminate this Agreement, upon expiration of its term, it will be automatically renewed for another year. The number of renewals of this Agreement is unlimited.
11.3. In the event of a breach by the Licensee of the terms of this Agreement, in particular: a breach by the Licensee of the terms regarding the scope of the License in accordance with Section 4 of this Agreement, as well as a violation by the Licensee of the rights and legitimate interests of SELBY, or the Licensee's culpable infliction of damages on SELBY, SELBY has the right to terminate the Agreement early, out of court, and immediately block access to the Program with prior notice to the Licensee no later than the Blocking Date. In this case, no refund of the License Fee for the Account blocking period will be made.
11.4. In the event of the Licensee's refusal to continue to perform this Agreement, SELBY has the right to delete all Licensee data associated with their Account, and the Licensee's Account itself, 60 (sixty) days after the end of the last paid Subscription period.
11.5. SELBY reserves the right to unilaterally and extrajudicially terminate its obligations under this Agreement by notifying the Licensee no later than 30 (thirty) days prior to the planned termination date.
11.6. SELBY reserves the right to amend the Agreement at any time, unilaterally and extrajudicially. Amendments to the terms of the Agreement shall take effect and become effective upon publication at selby.co/. The Licensee agrees and acknowledges that by continuing to use the Program after the relevant amendments become effective, the Licensee expresses their full and unconditional consent to the new terms of the Agreement. The Licensee is responsible for monitoring any changes to the terms of this Agreement.
11.7. The Parties agree that if the Trial Period is used, this Agreement will continue in effect from the Account Creation Date.
12. Dispute Resolution
12.1. All disputes and disagreements that may arise between the Parties regarding issues related to the execution of this Agreement will be resolved by the Parties through negotiations.
12.2. If the Parties fail to resolve any disputes through negotiations, such disputes will be resolved by the Parties in the Arbitration Court of Chelyabinsk for legal entities and sole proprietors. For individual Licensees, disputes will be resolved in courts of general jurisdiction under the general rules of jurisdiction in accordance with the current legislation of the Russian Federation.
13. Confidentiality
13.1. The Parties agree to keep secret and treat as confidential all information received by one Party from the other Party during the execution and performance of the Agreement (hereinafter referred to as "Confidential Information") and not to disclose, divulge, make public, or otherwise provide such information to any third party without the prior written consent of the Party providing such information, unless otherwise provided by law or this Agreement.
13.2. Each Party will take all necessary measures to protect Confidential Information, at a minimum, using the same measures that the Party uses to protect its own Confidential Information. Access to Confidential Information is granted only to those employees of each Party who reasonably need it to perform their official duties related to the execution of the Agreement. Each Party undertakes to familiarize its Employees with the obligations to ensure the security of Confidential Information stipulated by this Agreement in relation to the Parties.
13.3. The obligation to maintain the confidentiality of Confidential Information shall be valid for the term of the Agreement and for five years after its termination, unless otherwise agreed by the Parties.
14. Terms of Processing and Use of Personal Data
14.1. The processing of the Personal Data of Licensees as subjects of Personal Data shall be carried out in accordance with the terms of Section 4 of the User Agreement (https://www.selby.co) and the Privacy Policy (https://www.selby.co).
14.2. In order to provide the Licensee with access to the Program under this Agreement, as well as to receive additional services or services, the Licensee instructs the Licensor to process the Personal Data of its clients, in particular:
- client identifiers;
- last name, first name, patronymic;
- phone number;
- email address;
- delivery addresses;
Technical and analytical data, including IP address, browser and device information, cookies, website actions (clicks, events), website referral sources (referrers, UTM tags), and geolocation (country, city);
Document consent sign;
Communications: correspondence between the client and the Licensee (support);
Customer reviews (if any);
Other Personal Data collected by the Licensee about the client (date of birth, gender, order comments, etc.).
14.3. Personal data of the Licensee's clients may be obtained from the Licensee, as well as from third parties (marketplace owners) with whom the Licensee has contractual relationships, if technically feasible. SELBY is not responsible for the existence of legal grounds for the transfer of Personal Data from third parties to the Licensee.
14.4. This Agreement serves as the basis for SELBY's processing of Personal Data of Personal Data subjects in the interests of the Licensee.
14.5. The list of actions (operations) with Personal Data that SELBY will perform within the scope of the Licensee's instructions: collection, recording, systematization, accumulation, storage, clarification (updating, modification), retrieval, use, transfer (provision, access), blocking, and deletion.
14.6. Personal Data is stored:
(a) in cloud services: Yandex Cloud (OOO Yandex.Cloud, Taxpayer Identification Number: 7 704 458 262, 119 021, Moscow, Leo Tolstoy St., Building 16, Office 528).
14.7. SELBY transfers the Personal Data of the Licensee's clients solely for the purpose of fulfilling the terms of this Agreement. Partners granted access to Personal Data undertake to ensure the confidentiality of such data and comply with Personal Data security requirements.
14.8. The Program's functionality allows the Licensee to configure data integration (including the Personal Data of the Licensee, its representatives, and clients) with external service providers, in particular:
(a) enabling order delivery functionality:
— delivery services (SDEK, Boxberry, Russian Post, Dostavista, etc.)
(b) pre-registration and/or integration between the Licensee's Personal Account on the SELBY Platform and an external service integrated with the SELBY Platform via API;
— YUKassa (OOO NKO Yumani, INN 7 750 005 725, 115 035, Moscow, Sadovnicheskaya St., Bldg. 82, Bldg. 2);
— TBank (JSC TBank, Taxpayer Identification Number 7 710 140 679, Address: 127 287, Moscow, 2-ya Khutorskaya St., Building 38A, Bldg. 26).
14.9. The Licensee may grant access to Personal Data to an external service provider.
14.10. The Licensee independently determines the list of external service providers specified in Sections 14.8 and 14.9 of this Agreement by performing the appropriate actions in the Program interface. Personal Data is processed in accordance with the terms and conditions for processing Personal Data posted on the website of the relevant service provider.
14.11. The Licensee is responsible for:
determining the scope of processed Personal Data of third parties. The Licensee shall not use special categories of Personal Data (related to race, nationality, political views, religious and philosophical beliefs, health, or intimate life);
Ensuring legal grounds for the transfer of Personal Data to third parties, including the transfer of data to external service providers;
Complying with the requirements of Russian Federation legislation applicable to the use of services of foreign external service providers, including requirements for the cross-border transfer of Personal Data;
Establishing rules and measures to control access to the Program for representatives and external service providers, as well as determining their liability for violations, including unauthorized actions and incidents related to Personal Data;
Familiarizing themselves with the terms and conditions for processing Personal Data established by external service providers;
Responding to requests from Personal Data subjects (including requests to revoke consent to processing) and determining the processing timeframes for Personal Data, as well as the procedure for terminating processing in the event of expiration of established timeframes, revocation of consent, or for other reasons stipulated by law;
14.12. When processing Personal Data, SELBY undertakes to:
appoint a person responsible for organizing the processing of Personal Data;
ensure the confidentiality of Personal Data acquired while performing its duties under this Agreement;
take necessary measures to protect Personal Data in accordance with Article 18.1 and Article 19 of Federal Law No. 152-FZ of July 27, 2006, "On Personal Data." The list of measures for protecting SELBY's Personal Data is specified in the Privacy and Personal Data Processing Policy" at www.selby.co;
upon the Licensee's request, provide documents and other information confirming the adoption of measures and compliance with the requirements of Federal Law No. 152-FZ "On Personal Data" dated July 27, 2006;
comply with the requirements for the localization of Personal Data within the Russian Federation;
notify the Licensee of cases stipulated by Part 3.1 of Article 21 of 152-FZ, namely, instances of unlawful or accidental transfer (provision, distribution, or access) of Personal Data resulting in a violation of the rights of Personal Data subjects.
14.14. The Order for the processing of Personal Data is valid until the termination date of this Agreement. Upon termination of the Order (including termination of the Agreement or deletion of the Personal Account by the Licensee), SELBY is obligated to cease processing the Personal Data transferred under this Order and ensure its destruction, subject to except in cases where the legislation of the Russian Federation requires further data storage.
14.13. SELBY strives to protect the confidentiality of the Licensee's data, including Personal Data, and processes such data to ensure its legitimate interests, to the extent that this does not materially affect the rights and interests of the Licensee.
15. Additional Terms
15.1. The relationship between the Parties under this Agreement is governed by the current legislation of the Russian Federation.
15.2. The Licensee consents to receive additional information and newsletters from SELBY at the address and phone number specified during registration on the SELBY website www.selby.co. These newsletters and information may include information about changes and improvements to the Program and Software Extensions, changes to Tariff Plans, other products and services offered by SELBY, announcements of SELBY events, and other marketing information.
16. Force Majeure
16.1. SELBY shall be released from liability for any failure to fulfill its obligations under this Agreement, in whole or in part, if such failure results from force majeure, i.e., extraordinary circumstances beyond the Parties' control under the given circumstances, including mass riots, prohibitive government actions, natural disasters, fires, catastrophes, and other force majeure circumstances, as well as:
Power outages;
Global outages in the Russian and international segments of the Internet;
Routing system failures;
Distributed Domain Name System failures;
Failures caused by hacker and DOS attacks, as well as other illegal actions of third parties;
Failures in the Licensee's equipment, including, but not limited to, tablets (laptop computers) where the Program is used.
16.2. SELBY undertakes, if technically feasible, to notify the Licensee by email of the occurrence of force majeure circumstances within 7 (seven) calendar days of their occurrence.
16.3. If, as a result of force majeure circumstances, SELBY is unable to fulfill its obligations under the Agreement for 3 (three) months or more, the Agreement shall be deemed terminated without compensation.
17. Anti-Corruption Clause
17.1. Upon conclusion, execution, amendment, and termination of the Agreement, the Parties undertake the following obligations:
17.1.1. The Parties, their employees, and authorized representatives under the Agreement shall not offer, promise, solicit, authorize the provision, or provide any money, securities, or other property, render any property-related services, perform any work, or grant any property rights, directly or indirectly, personally or through intermediaries, to any persons in order to influence the actions (inactions) and/or decisions of these and/or other persons for the purpose of obtaining any benefits (advantages) or to achieve other goals.
17.1.2. The Parties, their employees, and authorized representatives under the Agreement shall not commit any actions (inactions) qualified by applicable law as giving/receiving a bribe, commercial bribery, mediation in bribery/commercial bribery, abuse of authority, illegal remuneration on behalf of a legal entity, or other actions (inactions) that violate the requirements of applicable law and applicable norms of international law in the field of combating corruption.
17.1.3. The Parties shall notify each other of circumstances that become known to them that constitute or may constitute grounds for a conflict of interest; refrain from taking actions (or inactions) that entail the emergence or create a threat of a conflict of interest; and provide other assistance to each other in order to identify, deter, and prevent corruption offenses and conflicts of interest within the framework of and in connection with the relations of the Parties under the Agreement.
17.2. The provisions of paragraph 17.1 of this Agreement shall apply to relations that arose prior to its conclusion, but are related to the conclusion of the Agreement.
17.3. If a Party receives information about an actual or potential violation of the other Party's
17.3. If a Party receives information regarding an actual or potential violation of any of the provisions of Sections 17.1.1–17.1.3 of this Agreement by the other Party, its employees, or its representatives under the Agreement (hereinafter referred to as a "Corruption-Related Violation"), such Party undertakes to promptly notify the other Party thereof in writing. Such notification must include the details of the Agreement and a description of the factual circumstances related to the Corruption-Related Violation that served as the basis for the notification. Supporting documents and/or materials must be attached to the notification.
The Party receiving the notification shall ensure its confidential review and send the other Party a reasoned response within 30 (thirty) calendar days of receipt. If the Party receiving the notification disagrees with the circumstances related to the Corruption-Related Violation, which served as the basis for sending the notification, and/or the supporting documents and/or materials, it must provide objections to the information provided regarding the Corruption-Related Violation in its response.
17.4. If a Party receives a response from the other Party confirming the Corruption-Related Violation, or if the response from the other Party does not contain any objections to the information provided regarding the Corruption-Related Violation, the Party has the right to terminate the Agreement unilaterally and extrajudicially by sending a written notice of termination.
The Agreement shall be deemed terminated after 10 (ten) calendar days from the date the other Party receives the corresponding written notice of termination.
18. Details and Contact Information
Licensor:
Full name in Russian:
Limited Liability Company "P-MART"
Abbreviated name in Russian: OOO "P-MART"
Legal address: 454080, Chelyabinsk region, Chelyabinsk, Entuziastov Street, Building No. 15, Office 8
Mailing address: 454080, Chelyabinsk region, Chelyabinsk, Entuziastov Street, Building No. 15, Office 8
TIN: 7453233013
KPP: 745301001
Bank details:
Current account 40,701,810,900,000,014,336
at JSC "TBank" BIC 44,525,974
c/s 30,101,810,145,250,000,896
Email: info@selby.co