Date of placement 16.10.20


HUBBER Limited Liability Company (hereinafter referred to as the Platform Owner) offers to legal entities and individual entrepreneurs (hereinafter referred to as the Company) to conclude this Terms of Use (hereinafter referred to as the Agreement).

The unconditional acceptance of the Agreement by the Company is the implementation of the actions specified in clause 3.2 of the Agreement. From the moment of acceptance, the Company is considered to have read and agreed with the Agreement and entered into a contractual relationship with the Platform Owner.

The Company certifies that the terms of the Agreement are accepted by it without any objection, the Company has understood and accepted the meaning of the terms, words and expressions used in the Agreement and on the Platform in accordance with their legal definition and/or interpretation specified in the Agreement.

The Agreement does not require bilateral signing and is valid in electronic form.

1. Terms

The parties use these terms in the following meanings:

1.1 Scallium Platform (Скейллиум) (hereinafter referred to as the Platform) is a software and hardware complex available on the Internet at the site: and intended for the creation and management of the Marketplace. The platform includes the interface, software, design and other elements necessary for proper functioning. All exclusive rights to the Platform belong to the Platform Owner. None of the provisions of the Agreement can be considered as a transfer of the exclusive rights of the Company.

1.2 Modules - paid parts of the Platform, which are an integral part of the Platform and available to the Company upon payment of a license fee according to the Tariffs.

1.3 Subscription - access to a set of Modules provided for a period and for a subscription fee (license fee) according to the Tariffs. The modules available to the Company depend on the chosen Subscription and are indicated in the description of a particular Subscription.

1.4 Personal Account is a protected part of the Platform, created during the registration of the Company, which allows it to interact with the Suppliers and the Owner of the Platform, as well as to make payments. Access to the Personal Account is carried out by the Company by entering a username and password.

1.5 Registration - filling out the Registration Form by the Company by specifying the necessary information and choosing a username and password.

1.6 Registration Form - an electronic form that the Company must fill out in order to register on the Platform.

1.7 The Owner of the Platform is HUBBER LLC (OGRN 1197746051029, TIN 9725001865).

1.8 Company - a Company that has entered into an Agreement with the Owner of the Platform and uses the Platform to create and manage the Marketplace.

1.9 Company Representative - a person authorized by the Company to register and use the Platform, who has access to the Personal Account and acts on behalf of and in the interests of the Company.

1.10 Supplier is a legal entity, an individual entrepreneur or a self-employed citizen who offers goods for sale in various Marketplaces - interaction with which he implements through the Platform.

1.11 Marketplace is the Company's space for the retail sale of goods, attracting Suppliers for it through the Platform.

1.12 Buyer - an individual, legal entity or individual entrepreneur who purchases goods in Marketplaces.

1.13 Tariff - the amount of the license fee for using the Modules according to the Subscription chosen by the Company.

1.14 Support Service - the support service of the Platform Owner, which can be contacted by e-mail: ______ and/or through the Personal Account.

1.15 Legislation - the current legislation of the Russian Federation.

Other terms are construed in accordance with the Legislation and Business Practices.

2. Subject of the Agreement

2.1. The Owner of the Platform, on the terms of a simple (non-exclusive) license, grants the Company the right to use:

2.1.1. Platforms - free of charge;

2.1.2. Modules - on a reimbursable basis by paying for the Subscription according to the Tariffs,

and the Company undertakes to use the Platform in the ways specified in the Agreement.

2.2. The territory of the granted rights is the territory of the Russian Federation.

2.3. Term of the granted rights:

2.3.1. On the Platform - the term of the Agreement;

2.3.2. For Modules - the period of the period paid by the Company.

2.4. The Company is notified that the Platform Owner is not a party to the relationship between him and the Suppliers. The Platform Owner is not a Marketplace and does not sell goods.

2.5. Before accepting the Agreement, the Company is obliged to familiarize itself with the following documents:

2.5.1. «Terms of Use» - permanently posted in the public domain on the Platform.

2.5.2. «Personal Data Processing Policy» - permanently posted in the public domain on the Platform.

3. Company registration

3.1. The Company goes through the Registration procedure, as a result of which a unique account is created for the Company, and access to the Personal Account is provided.

3.2. For Registration, the Company performs the following sequence of actions:

3.2.1. Selects a Subscription and clicks the «____» button;

3.2.2. Follows the link to the Registration Form;

3.2.3. Enter the name, surname, telephone number of the Representative, the name of the Marketplace, the URL of the Marketplace on the Platform and the website, country;

3.2.4. Selects a username (email address) and password;

3.2.5. Presses the "Register" button;

3.3. Registration is considered completed at the time specified in clause 3.2.5 of the Agreement. Establishing the fact or whether the Platform Owner has reason to believe that the data provided by the Company during Registration is inaccurate gives rise to the Platform Owner's right to temporarily block or completely delete the Company's account.

4. Company Authorization

4.1. The login and password chosen by the Company are necessary and sufficient information for the Company to access the Platform (authorization).

4.2. The Company does not have the right to transfer its username and password to third parties, bears full responsibility for their safety, independently choosing the way of their storage.

4.3. The Company, on the hardware and software it uses, may allow the storage of the login and password (using cookies) for subsequent automatic authorization on the Platform.

4.4. Unless the Company proves the opposite, any actions performed using his username and password are considered committed by the Company. In case of unauthorized access to the login and password and/or the Personal Account of the Company or distribution of the login and password, the Company is obliged to immediately notify the Platform Owner to the Support Service.

5. Terms of use of the Platform

5.1. Company is allowed to:

5.1.1. Access the Platform;

5.1.2. View the content of the Platform;

5.1.3. Pay for Subscription;

5.1.4. Interact with the Platform Owner regarding the use of the Platform;

5.1.5. Interact with other Users, in particular, the User has the right to enter into legal relations regarding the acceptance and execution of Buyers' orders;

5.1.6. Perform other actions directly arising from the Company's activities on the Platform, its status, and not prohibited by the Agreement and the Legislation.

5.2. The Company is prohibited from:

5.2.1. Modify the Platform, including (but not limited to) modify, decompile, disassemble, decrypt and perform other actions with the Platform object code.

5.2.2. Use the Platform in a way not provided for by the Agreement.

5.2.3. Distribute, copy or otherwise make the Platform public.

5.2.4. Send through the Platform bulk electronic messages of a commercial, advertising and other nature that are not agreed (not requested) by the recipient of the information (Spam).

5.3. Other conditions:

5.3.1. The Platform is available around the clock, except for the time of maintenance.

5.3.2. For non-fulfillment by the Company of the terms of the Agreement or the requirements of the Legislation, the Platform Owner has the right:

a) terminate the Company's access to the Platform until the violation is eliminated, notifying the Company about it;

b) terminate the Agreement unilaterally and delete the Company's account if the violation is not eliminated within a month from the date of notification to the Company.

6. Connecting Modules

6.1. The right to use the Platform is provided to the user free of charge. The user, depending on the functions and capabilities required by him, may additionally obtain the right to use the paid parts of the Platform (Modules).

6.2. The Platform offers the following Modules for connection:

6.2.1. PIM - a system for managing merchandise cards and synchronization with a showcase;

6.2.2. MAS - Supplier management system and interaction with them regarding the placement of goods;

6.2.3. OMS - order processing system, control, and management of their status;

6.2.4. R&A is a system of reporting, monitoring, and general analytics and Marketplace activity within the Platform.

6.3. The right to use the Modules specified in clause 6.2 of the Agreement is granted to the Company under the following Subscriptions:

6.3.1. Marketplace Subscription - includes the following Modules: PIM, MAS, OMS, and R&A.

6.3.2. Subscription «PIM» - includes the following Modules: PIM.

6.4. To connect the Modules, the Company chooses the Tariff and pays for the Subscription, which is set in the form of a monthly subscription fee (license fee) in favor of the Platform Owner.

6.5. Tariffs can be changed by a unilateral decision of the Platform Owner. The cost of the paid period is not subject to change.

7. Payment for Subscription

7.1. The Company pays the license fee according to the Subscription in full on a 100% prepayment basis.

7.2. To pay for the Subscription, the Platform Owner sends an invoice to the Company's email address specified during Registration within 3 (three) business days from the date of Registration.

7.3. The Company has the right to demand that the invoice be sent in writing. The Platform Owner sends an invoice in writing within 10 (ten) business days after receiving the relevant request.

7.4. The account is considered paid from the moment the funds are credited to the account of the Platform Owner.

7.5. After paying for the Subscription, the Company is obliged to notify the Platform Owner of the payment. The Company gets access to the Modules within 1 (one) day from the date of notification.

7.6. Upon expiration of the Subscription, it is automatically renewed for a period similar to the previous one. The Platform Owner terminates access to the Modules on condition of non-payment of the license fee according to the Tariffs.

8. The order of use of the Platform

Filling in the profile

8.1. Before creating the Marketplace, the Company can fill in the data specified in the Personal Account and upload the Company's logo.

8.2. By uploading a logo, the Company grants the right to use it under the terms of a free simple (non-exclusive) license:

8.2.1. other Users - for the purpose of use, unless such use causes or may harm the legally protected interests of the copyright holder, including by viewing, reproducing (including copying) and in any other way;

8.2.2. To the Platform Owner - in order to ensure the functioning of the Platform in the amount determined by the functionality and architecture, including by bringing the description of goods to the public.

Supplier Management

8.3. The Company has the right to connect Suppliers to the Platform by sending a link from the Personal Account to the Supplier's email address.

8.4. Before sending the link, the Company carries out a preliminary check of the Supplier.

8.5. The Company has the right to edit data about the Supplier and its Representative, including indicating information regarding the contractual relationship with the Company.

8.6. If desired, the Company can fill in other data of the Supplier specified in the Personal Account, including uploading accounting documents and the Supplier's logo.

8.7. The Company has the right to block the Supplier through the Platform in the following ways:

8.7.1. Selecting the «Blocked» status in the Supplier's profile;

8.7.2. Automatically, subject to the Supplier's balance reaching the set limit. The company has access to information about the balance of Suppliers.

8.8. If the Supplier is blocked, the Company is obliged to withdraw the Supplier's Goods from sale.

Order management

8.9. The Company places the Buyer's order on the Platform and transmits information about it to the Supplier. Notifications of new orders are sent to the Personal Account of the Company.

8.10. The Company can track Buyers' orders by searching on the Platform.

8.11. If necessary, the Company has the right to change the number of goods sold, the delivery address and information about the Buyer, as well as change the order status.

8.12. If the Marketplace participates in the delivery of goods, the Company establishes contact with the Buyer within ___ (___) minutes, specifies the details of delivery and payment. If the Buyer confirms the order, the Company sends the ordered goods to the Buyer.

Product management

8.13. The company searches for products by characteristics and product tags added by Suppliers (names, SKUs, trademarks, descriptions, "in stock" or "out of stock" status).

8.14. The company reviews the catalog of goods offered by the Supplier. If a decision is made to sell the goods offered by the Supplier, the Company places goods from the Supplier's catalog by selecting the "Published" status.

8.15. The Company is prohibited from selling goods on the Marketplace, the circulation and distribution of which in the territory of the Russian Federation is limited or prohibited. Prohibited goods are marked with the status "Prohibited for sale".

8.16. The company has the right to moderate information about products after being posted on the Marketplace. The company has the right to ask the Supplier for additional information (photos) about the goods.

8.17. The company does not have the right to download or otherwise bring to the public the goods of third parties, databases and other results of intellectual activity in the absence of the explicit consent of the copyright holder to such actions.

8.18. The Company grants to the Platform Owner a non-exclusive royalty-free license to use intellectual property objects posted by the Company on the Platform. The license is granted for the duration of the exclusive right to these objects and is valid in all countries of the world.

9. Reporting documents

9.1. At the end of the Subscription period, the Platform Owner draws up a Report on the use of the Subscription in accordance with Appendix No. 1 to the Agreement (hereinafter referred to as the Report) and sends it to the Company's e-mail address specified during Registration.

9.2. If, within 10 (ten) business days from the date of sending the Report from the Company, it has not sent written motivated objections to the Platform Owner, the Report is considered signed, and the Subscription - accepted. Subsequent claims will not be accepted.

9.3. In case of receiving written motivated objections from the Company, the Platform Owner considers such objections within 5 (five) business days and makes the appropriate adjustments to the Report.

9.4. The Company has the right to demand that the Report be sent in writing. The Platform Owner sends the Report in writing within 10 (ten) business days after receiving the relevant request.

10. Responsibility of the Parties

10.1. For non-fulfillment and/or improper fulfillment of the terms of the Agreement, the Parties are liable in accordance with the Legislation.

Company responsibility

10.2. The Company is solely responsible to third parties for its actions related to the use of the Platform, including if such actions lead to a violation of the rights and legitimate interests of third parties, as well as for compliance with the Law when using the Platform.

10.3. By using the Platform, the Company acknowledges and accepts that the Platform Owner is not responsible for the Commercial Author's refusal to return payment to the Company. The Company also accepts the condition that any legal claims under the service agreement against the Platform Owner by the Company are unfounded and invalid.

Responsibility of the Platform Owner

10.4. The platform is provided to the Company "as is" in accordance with the generally accepted principle in international practice. This means that for problems arising during the installation, updating, support and operation of the Platform (including compatibility problems with other software products (packages, drivers, etc.), inconsistency between the results of using the Platform and the Company's expectations, etc.), The Platform Owner is not responsible. The Company must understand that it bears full responsibility for possible negative consequences caused by incompatibility or conflicts of the Platform with other software products installed on the Company's mobile device.

10.5. The Platform Owner is not responsible for any types of losses incurred as a result of the use by the Company of the Platform or individual parts / functions of the Platform.

10.6. The Platform Owner is not responsible for the actions (inaction) of third parties, including Suppliers, banks, etc., as well as for the failure to provide goods and services by such persons.

10.7. Under any circumstances, the responsibility of the Platform Owner in accordance with Article 15 of the Civil Code of Russia is limited to 10,000 (ten thousand) rubles of the Russian Federation and is assigned to the Platform Owner if there is any fault in his actions established by the court.

11. Force majeure circumstances

11.1. The Parties are exempt from liability if the obligations are not fulfilled or performed improperly due to force majeure circumstances arising after the conclusion of the Agreement, which the Party, referring to such circumstances, could not foresee and prevent by reasonable measures.

11.2. Force majeure means extraordinary and insurmountable circumstances under these conditions that prevent the Parties from fulfilling their obligations under the Agreement. These include natural phenomena (earthquakes, floods, etc.), circumstances of public life (military operations, states of emergency, major strikes, epidemics, etc.), prohibitive measures of state bodies (prohibition of transportation, currency restrictions, international sanctions a ban on trade, etc.).

11.3. The party referring to force majeure circumstances confirms such circumstances with documents issued by authorized state bodies or other admissible evidence.

11.4. The Party, referring to the force majeure circumstances, is obliged to notify the other Party as soon as possible.

11.5. During this time, the Parties have no mutual claims, and each of the Parties assumes its own risk of the consequences of force majeure circumstances.

12. Processing of personal data

12.1. In order to fulfill the obligations under the Agreement, the Platform Owner processes the personal data transferred by the Company, specified during Registration, as well as when they are entered by the Company in the Personal Account.

12.2. The storage period of the Company's personal data is not limited.

12.3. When processing personal data, the Platform Owner is guided by the Federal Law of the Russian Federation "On Personal Data" No. 152-FZ dated July 29, 2006, the Personal Data Processing Policy and consent to the processing of personal data.

12.4. The company guarantees that the provision of information about yourself in the Personal Account, as well as other information, does not violate the rights of third parties, the norms of the Legislation, is not burdened with the rights of third parties, and will not entail obligations to pay remuneration to third parties.

12.5. The Company has the right to revoke its consent by drawing up an appropriate written document, which can be sent to the Platform Owner's address by registered mail with acknowledgment of receipt, delivered personally against receipt to the Platform Owner's representative or to the email address: ____. In case of receiving a written application to withdraw consent to the processing of personal data, the Platform Owner is obliged to stop processing them.

12.6. The Company understands and agrees that as a result of a failure, technical malfunctions, actions of third parties, including (but not limited to) a virus or hacker attack, the Company's data posted on the Platform may become available to third parties. The Company undertakes not to present claims to the Platform Owner for compensation for losses (damage) arising in connection with this.

12.7. The Platform Owner processes only the Company's data that are necessary for the execution of the Agreement.

13. Validity of the Agreement

13.1. The agreement comes into force from the date of acceptance and is valid until terminated by the Parties or revocation of the offer.

13.2. A simple (non-exclusive) license under the Agreement applies to all subsequent updates / new versions of the Platform.

13.3. The Platform Owner has the right to change the Agreement unilaterally. The changes take effect the next day from the date of posting on the Platform of the new version of the Agreement. Users undertake to independently familiarize themselves with the current version of the Agreement each time before using the Platform. Using the Platform means the Company's consent to the new version of the Agreement. In case of disagreement with any provision of the Agreement and (or) annexes thereto, the Company is obliged to stop using the Platform.

13.4. The Platform Owner has the right to revoke the offer on the basis of Article 436 of the Civil Code of the Russian Federation. The agreement is considered terminated upon receipt of the revocation. The withdrawal is carried out by posting the relevant information on the Platform.

13.5. The agreement can be terminated early:

13.5.1. by mutual agreement of the Parties;

13.5.2. at the initiative of the Platform Owner unilaterally out of court in case of violation by the Company of the terms of the Agreement.

14. Final provisions

14.1. Interaction between the Parties is carried out through the Support Service.

14.2. Electronic messages sent from the following email addresses are electronic documents equivalent to paper documents signed by the handwritten signature of an authorized person of the Company or the Platform Owner:

14.2.1. When sending an email by the Company - the email address specified during Registration;

14.2.2. When sending an email by the Platform Owner - ___.

14.3. Possible disputes and disagreements regarding the execution of the Agreement shall be settled by the Parties through negotiations. The minimum period for considering a claim is 14 (fourteen) calendar days.

14.4. Unresolved disputes under the Agreement are submitted to the court at the location of the Platform Owner.

14.5. For all issues not regulated by the Agreement, the Parties will be guided by the Legislation.

15. Details of the Platform Owner

The full and abbreviated name, including company name: Limited Liability Company «HUBBER», LLC «HUBBER».

Location address: 115419, Moscow, Shabolovka street, 34, 2nd floor, room 1, room 22b.

Information about the representative of the legal entity: General Director Kishkurno Iraida Lvovna.

Contact phone and fax numbers: 89208111152.

OGRN 1197746051029

TIN/KPP 9725001865/772501001

Current account 40702810900000006566 in the bank of JSC CB «IS Bank» BIK 044525349 cash register 30101810945250000349

Email info|a|
Appendix No. 1

To the Terms of Use

About using the Subscription

Limited Liability Company «HUBBER», hereinafter referred to as the Owner of the Platform, represented by General Director Iraida Lvovna Kishkurno, acting on the basis of the Charter, on the one hand, and

[_____________________], hereinafter referred to as the Company, represented by _______ [_____________________], acting on the basis of ___, on the other hand, collectively referred to as the Parties, and separately the Party, have drawn up this Report on the use of the Subscription (hereinafter referred to as the Report) on the following:

1. The Owner of the Platform for a license fee has provided, and the Company has accepted on the basis of the User Agreement a simple (non-exclusive) license for the Platform:
2. The license fee of the Platform Owner for the provision of a simple (non-exclusive) license for the Platform was ___ (___) rubles 00 kopecks, VAT is not assessed in accordance with paragraphs. 26 p. 2 of Art. 149 of the Tax Code of the Russian Federation.

3. The Platform Owner has fulfilled all obligations in full on time with proper quality. The Company has no claims against the Platform Owner.

4. This Report has been drawn up in two copies of equal legal force, one copy for each of the Parties.
Platform Owner
__________________/ I.L. Kishkurno / LS
__________________/ __________________ / LS