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License Agreement (Offer)

TORGSTAT Service

This document constitutes an offer (proposal) from TORGSTAT Limited Liability Company (hereinafter referred to as the “Licensor”), addressed to fully capable individuals and legal entities (hereinafter referred to as the “Licensee”), to enter into a license agreement for the use of the TORGSTAT software (hereinafter referred to as the “Service”) on the terms set forth below.

The Offer is deemed to have been sent from the moment of its publication and is valid for the entire period of its placement at: https://torgstat.ru/offer

Terms and Definitions

Authorized Addresses – email addresses of each Party. The Licensor's authorized address is the email address specified in Section 15 of the Offer. The Licensee's authorized address is the email address provided by the Licensee during registration and/or in the Personal Account.

Acceptance of the Offer – full and unconditional acceptance by the Licensee of the terms of the Offer by performing the actions specified in Section 5 of the Offer.

Seller Dashboard – a section of the Service that provides the ability to manage access, order additional options, and remotely interact between the Parties under the Offer, accessible to the Licensee after registration and/or authorization in the Service using Credentials.

Offer – the license agreement between the Licensee and the Licensor for granting the right to use the Service, which is concluded by Acceptance of the Offer.

Payment Period – the paid term of use of the Service by the Licensee.

Service – the Torgstat software, available to Licensees at: https://torgstat.ru, providing functionality for marketplace analytics, management reporting, business process automation, and other functions determined by the selected Tariff. The software is entered in the Unified Register of Russian Programs for Electronic Computers and Databases (Registry Entry No. 34496 dated 15.07.2026).

Payment Method – a bank card, electronic payment instrument, or any other payment method used by the Licensee to make payments in the Service, available and accepted by the Licensor in accordance with this Offer.

Subscription – an agreement between the Licensee and the Licensor for granting the right to use the Service in accordance with the selected Tariff and Payment Period, providing for regular automatic debiting of funds using the Licensee's Payment Method.

Tariff – the list of Service functionalities and terms of their provision, as well as their cost, available at: https://torgstat.ru/pricing.

Credentials – login, password, email, phone number, SMS code, authorization link used to access the Service during registration and/or authorization.

Average Monthly Turnover – an indicator calculated by the Licensor based on the Licensee's revenue data, determined by the formula and in the manner established by the Offer.

Average Monthly Turnover Limit – the threshold value of the Licensee's Average Monthly Turnover established for the corresponding Tariff, upon exceeding which the Licensee has the right to change the Tariff.

The Offer may use other terms not defined in this section of the Offer. In this case, the interpretation of such a term is made in accordance with the text of the Offer. In the absence of an unambiguous interpretation of a term in the text of the Offer, the interpretation of the term shall be guided by: first, the legislation of the Russian Federation; second, the established (commonly used) meaning on the Internet.

Subject of the Offer

The Licensor grants the Licensee the right to use the Service under a paid simple (non-exclusive) license, which is expressed in providing remote access to the functionality of the Service determined by the selected Tariff.
The Licensee selects the Tariff through the Personal Account in the Service.
The Licensee may at any time change the selected Tariff and connect additional functional capabilities through the Seller Dashboard.
Ways to use the Service include:
1. obtaining unlimited access to the functionality of the Service hosted on the Licensor's side (environment), 24/7 via the Internet, except during the Licensor's scheduled maintenance;
2. using all functional capabilities of the Service according to the selected Tariff.
Binary or source codes of the Service are not transferred to the Licensee. Usage rights are granted solely by providing remote access to the Service functionality, including updates and additional features in the Licensor's infrastructure.
The Parties confirm that the Offer exclusively governs licensing relations related to granting the right to use the software by providing remote access to the Service functionality, including updates and additional features, on the Internet.

Procedure for Granting Access

The Licensor begins providing access to the Service under the Offer after the Offer is accepted.
A mandatory condition for granting access is the Licensee's acceptance and compliance with the requirements and provisions set forth in the Offer and defined by the following documents: the Privacy Policy available at torgstat.ru/privacy.
The Licensee may not transfer its rights under the Offer to any third party without the prior consent of the Licensor. The obligation to confirm such consent rests with the Licensee.
The Licensee is solely responsible for the security and confidentiality of the Account Credentials. All actions performed through the Personal Account using the Licensee's Account Credentials are deemed to have been performed by the Licensee, and the Licensee bears responsibility for such actions.
The Licensee acknowledges and agrees that access to the Service is provided using the Licensor's software tools that operate on an "as is" basis, subject to the terms of the Offer and the completeness of the data provided by the Licensee. The Licensee acknowledges and agrees that the information provided during the use of the Service is for informational purposes only and does not guarantee compliance with the Licensee's goals and expectations, nor does the Licensor guarantee uninterrupted and error-free operation of any software and technical means used for the purpose of granting access.

Rights and Obligations of the Parties

The Licensor undertakes to:
1. Grant the Licensee the right to use the Service in accordance with the Offer, concluded on the terms of the Offer.
The Licensor has the right to:
1. Temporarily suspend access to the Service for technical, technological, or other reasons for the duration of the elimination of such reasons.
2. Suspend access to the Service and/or the Licensee's Data and/or unilaterally terminate the Offer out of court by notifying the Licensee in the following cases:
  1. violation by the Licensee of obligations assumed under the Offer;
  2. if the Licensee has arrears in payment of the license fee under the Offer;
  3. presentation to the Licensor of a corresponding lawful demand from a competent authority and/or a court decision;
  4. if signs of bad faith are revealed in the Licensee's actions or method of obtaining access.
3. Restrict access to the Licensee's Account Credentials (or part thereof) or delete the Licensee's Data (or part thereof) in the event the Licensee refuses services that provide for the storage of the relevant Licensee Data.
4. Delete the Personal Account if the Licensee has not used the Service for a long period (more than one year).
5. Make changes to the Offer and other documents specified in clause 3.2 of the Offer in the manner established by Section 9 of the Offer.
The Licensee undertakes to:
1. Provide the Licensor with information and documents necessary and sufficient for the performance of obligations under the Offer, in accordance with written and oral requests from the Licensor's specialists.
2. Upon the Licensor's request, within no more than 3 (three) calendar days from receipt of such request, provide duly certified copies of documents confirming the information about the Licensee contained in the Seller Dashboard.
3. Pay the license fee within the timeframes and in the manner established in the Offer.
4. Not use the Service in ways not expressly provided for in this Offer and the documents specified in clause 3.2; not alter, decompile and/or modify the Service's program code in any way.
5. Not transfer Account credentials to third parties.
6. Not delete, hide or modify any trademarks, logos, links or other references to the Licensor or other persons (if any) contained in the Service or in data obtained through it, as well as any other notices and/or information transmitted by the Platform.
The Licensee has the right to:
1. In case of disagreement with changes made by the Licensor to the Offer and other documents specified in clause 3.2 of the Offer, the Licensee may unilaterally withdraw from the Offer by notifying the Licensor in writing no later than 7 (seven) calendar days from the date of publication of such changes. The Offer is considered terminated from the moment the Licensor receives the Licensee's notice.

Procedure for Acceptance of the Offer

Access to the Service is granted to the Licensee exclusively under the terms of this Offer and only if the Licensee fully and unconditionally accepts the terms of this Offer (Acceptance of the Offer). Partial acceptance or acceptance on other terms is not permitted. If the Licensee does not fully accept the terms of this Offer, access to the Service will not be granted.
Acceptance of the Offer shall be deemed to be the Licensee's payment of the selected Tariff in the manner provided for in Section 6 of the Offer.
From the moment the actions specified in clause 5.2 are performed, the Offer shall be deemed accepted by the Licensee, which confirms the conclusion of the Offer.

License Fee and Settlement Procedure

The amount of the license fee is determined by the selected Tariff and Payment Period.
The Licensor has the right to review and change the amount of the fee, Tariffs and the cost of additional options at any time unilaterally. Such changes take effect from the moment the corresponding changes are made on the Service pages.
The license fee specified in clause 6.1 of the Offer is not subject to VAT under subclause 26 of clause 2 of Article 149 of the Tax Code of the Russian Federation. If the Licensor incurs an obligation to pay VAT (including due to changes in Russian legislation), the license fee shall be increased by the amount of VAT at the rate established by law as of the date of invoicing.
The fee shall be paid by non-cash means, in particular by bank transfer or by any other method permitted by law from among those accepted by the Licensor and available in the Service. The choice and use of the payment method is at the Licensee's own discretion. The security, confidentiality, and other terms of use of the payment method/form are beyond the scope of the Offer and are governed by agreements (contracts) between the Licensee and the relevant organizations.
The Licensee undertakes, upon the Licensor's request, to notify the Licensor of the payment made and provide a copy of the payment document.
The Licensee has the right to subscribe for access to the Service by selecting the appropriate Tariff and Payment Period on the Service pages:
1. The Licensee consents to regular automatic payments from the linked Payment Instrument until the Licensee cancels the Subscription in the Seller Dashboard on the Service pages or sends a corresponding request to the Licensor's Authorized Email.
2. Linking a Payment Instrument is carried out by the Licensee entering the Payment Instrument data (including but not limited to the card number, expiry date, CVV code and other data necessary for making the payment) on a secure payment page provided by the organization – the payment gateway, arrangements with which are beyond the scope of this Offer and are governed by the relevant agreements between that organization and the Licensee.
3. Upon expiry of the paid period, the Licensor shall automatically debit the payment in the amount of the cost of the next Payment Period in accordance with the selected Tariff from the Payment Instrument linked by the Licensee.
4. The Licensee may cancel the Subscription at any time before the next payment date. If the Subscription is cancelled, no further payments will be charged, and access to the Service will be terminated upon expiration of the paid period.
5. If automatic recurring payment cannot be made from the linked Payment Method, the Licensee must provide updated Payment Method details before the end of the paid period, or pay for the next Payment Period by another means. Otherwise, access to the Service will be restricted after the paid period expires until payment is received.
Change of Tariff due to exceeding the Average Monthly Turnover Limit.
1. To monitor compliance with the Average Monthly Turnover Limit, the Licensor calculates the Licensee's Average Monthly Turnover on a daily basis.
  1. For the purposes of calculating the Average Monthly Turnover, the Reporting Period is recognized as 90 (ninety) calendar days. The last day of the Reporting Period is the date 10 (ten) calendar days prior to the date of determining the Average Monthly Turnover.
  2. For the purposes of the Offer, the Average Monthly Turnover is calculated by the Licensor based on the Licensee's revenue data obtained from the connected accounts on electronic platforms that provide information on the sale of goods (works, services).
  3. Revenue is defined as the difference between the value of goods (works, services) sold and the value of returned goods (cancelled orders) for the relevant period. The calculation is performed on an accrual basis.
  4. The Average Monthly Turnover is calculated daily using the following formula:
    
    AMT = R90 / 3,
    
    where:
    - AMT – the Licensee's average monthly turnover;
    - R90 – the sum of the Licensee's revenue for the Reporting Period
2. If, based on the calculation, the Licensee's Average Monthly Turnover exceeds the Average Monthly Turnover Limit set for the current Tariff, the Licensor notifies the Licensee via the Personal Account and the Authorized Address of the need to change the Tariff.
3. Within 5 (five) calendar days from the date of exceeding the Average Monthly Turnover Limit, full access to the Service is maintained. During this period, the Licensee has the right to switch to a Tariff with a higher Average Monthly Turnover Limit:
  1. with a recalculation of the Subscription term in proportion to the cost of the new Tariff and the balance of unused funds;
  2. by making an additional payment of the license fee for exceeding the Average Monthly Turnover Limit while maintaining the current Subscription term.
4. If, after 5 (five) calendar days, the Licensee has not switched to another Tariff and has not made an additional payment of the license fee, the Licensor has the right to restrict access to the Service (or its individual functions) until the Licensee performs one of the specified actions.
5. Switching to a Tariff with a lower Average Monthly Turnover Limit is carried out by the Licensee in the manner established in the Personal Account and is permitted provided that the Licensee's Average Monthly Turnover does not exceed the Limit set for such Tariff on the date of the application for the switch.
6. In the event of switching to a Tariff with a lower Average Monthly Turnover Limit, the Subscription term is recalculated in proportion to the cost of the new Tariff and the balance of unused funds. In this case, the difference in the cost of the Tariffs is not refunded but is credited towards future periods of Service use.
The amount of the license fee, the terms, calculation procedure and conditions for changing the Tariff, as well as the Average Monthly Turnover Limits for each Tariff, are determined by the Licensor unilaterally and published on the Website at: https://torgstat.ru/pricing. These changes take effect from the moment of their publication and apply to all Subscriptions issued after the effective date of the changes, unless otherwise provided by the Licensor. The Licensee agrees that the current Tariffs, including the Average Monthly Turnover Limits, are an integral part of the Offer and may be changed by the Licensor in the manner provided for in Section 9 of the Offer.

Document Flow

After each Payment Period, the Licensor shall, within 5 (five) business days, prepare and send to the Licensee a Universal Transfer Document (hereinafter referred to as the “UTD”) containing information on the provision of access to the Service.
The exchange of UTDs shall be carried out by the Parties using electronic document management systems (hereinafter referred to as “EDM”) if both Parties have the technical capability. The Licensee undertakes, upon a written request from the Licensor, to send an invitation to connect to document exchange via its EDM system within 5 (five) business days from the date of receipt of such request.
1. If the Parties do not have the technical capability to exchange documents via EDM, the UTD shall be sent by the Licensor to the Licensee's Authorized Address in the form of an electronic image (scanned copy). Such electronic document shall be deemed by the Parties to have equal legal force with a paper document signed by the authorized person's own handwritten signature.
The Licensee is obliged, within 3 (three) business days from the date of receipt of the UTD, to sign it on its part and send the signed copy to the Licensor, or to send reasoned written objections.
If the Licensee fails to sign the UTD and fails to provide reasoned written objections within the period specified in clause 7.3, the provision of access to the Service under the selected Tariff shall be deemed to have been properly rendered and accepted by the Licensee in full without objection. In this case, the Licensor shall sign the UTD unilaterally, and such UTD shall have full legal force.
In the event that reasoned written objections are submitted, the Parties shall sign the UTD subject to the resolution of the disagreements. If no agreement is reached, the Parties shall resolve the dispute in the manner provided for in Section 14 of the Offer.

Procedure for Refund of Funds

A refund of funds for a Tariff paid by the Licensee is possible only in the manner and under the conditions established by this Offer.
If no more than 2 (two) calendar days have passed since the payment of the Tariff, including under a Subscription, the Licensee has the right to fully cancel the purchased Tariff by sending a corresponding request to the Licensor's Authorized Address.
The refund amount is determined as the amount of money paid by the Licensee for the Tariff, minus commissions and/or other expenses incurred by the Licensor to process this payment.
The Licensor has the right to deduct from the refund amount for the Tariff the actual expenses incurred by the Licensor necessary for the performance of the Offer.
The period for the Licensor to refund the money is 20 (twenty) calendar days from the date the Licensee sends a notice of cancellation of the paid Tariff, sent in accordance with clause 8.2 of the Offer, provided that the Licensee timely and fully provides the documents necessary for the refund.
Provision of access to the Service shall be deemed to have been properly performed by the Licensor and accepted by the Licensee in full if, within 2 (two) calendar days from the date of payment of the Tariff, the Licensor has not received reasoned written objections from the Licensee. After the expiration of the above period, claims of the Licensee regarding deficiencies in the provided access, including quantity (volume), cost, and quality, shall not be accepted.

Term and Procedure for Amending the Offer

The Offer enters into force from the moment of its Acceptance by the Licensee and is valid until the termination of the Offer.
The Licensee agrees and acknowledges that amendments to the Offer (including to the documents referenced in this Offer) entail the incorporation of these amendments into the Offer concluded and in effect between the Licensee and the Licensor, and these amendments to the Offer take effect simultaneously with such amendments to the Offer (including to the documents referenced in this Offer).
The Licensor reserves the right to amend the terms of the Offer (including the documents referenced in this Offer) and/or revoke the Offer at any time at its discretion. In the event of such amendments, they take effect from the moment the amended text of the Offer is posted on the Internet at https://torgstat.ru/offer, unless a different effective date for the amendments is specified additionally upon such posting.
If the Licensor revokes the Offer during its term, the Offer shall be deemed terminated from the moment of revocation, unless otherwise specified by the Licensor upon revocation.

Termination of the Offer

The Offer may be terminated:
1. by way of unilateral refusal to perform the Offer by sending a written notice (including by email) to the other Party at least 30 (thirty) calendar days before the termination date when sent by the Licensee; at least 1 (one) calendar day before the termination date when sent by the Licensor;
2. by the Licensor by way of unilateral refusal to perform the Offer in the event of a breach by the Licensee of the terms of the Offer, immediately with written notice to the Licensee;
3. on other grounds provided for in this Offer and/or the current legislation of the Russian Federation.
The obligations of the Parties under the Offer that by their nature should continue (including obligations regarding confidentiality, mutual settlements, use of information, but not limited thereto) shall remain in force after the expiration of the Offer.
Termination of the Offer on any grounds does not release the Parties from liability for violations of the terms of the Offer that occurred during its term.

Warranties of the Parties

The Licensor warrants that granting the Licensee the right to use the Service under the Offer does not contradict the law, obligations assumed by the Licensor to third parties, and does not otherwise violate the rights and legitimate interests of third parties.
Except for the warranties expressly stated in the text of the Offer and the documents referenced in the Offer, the Licensor makes no other express or implied warranties under the Offer and expressly disclaims any warranties or conditions regarding the Service, the access provided, and/or their suitability for the Licensee's specific purposes.
By accepting the Offer, the Licensee confirms and warrants to the Licensor that:
1. The Licensee provided accurate data, including personal data, when registering in the Personal Account and accurate data for documentation purposes.
2. The Licensee: a) has fully familiarized themselves with the terms of the Offer, b) fully understands the subject of the Offer, c) fully understands the meaning and consequences of their actions regarding the conclusion and performance of the Offer.
3. The Licensee has all the rights and powers necessary to conclude and perform the Offer.
4. The Licensee is responsible for ensuring that the content of any file uploaded by the Licensee complies with the requirements of applicable law, including international law, including liability to third parties in cases where the Licensee's posting of a file violates the rights and legitimate interests of third parties.

Confidentiality

All data uploaded to the Service, collected and stored by the Platform, is considered by the Licensor as personal data and confidential information of the Licensee, and in cases provided for by applicable law, as a trade secret of the Licensee. The Licensor undertakes, unless otherwise provided by applicable law or this Offer, to keep the data confidential and not to transfer such data to third parties (except for persons belonging to the same group as the Licensor), except in cases where the Licensee has permitted such transfer or has independently granted access to the data to third parties.
Aggregated data of Licensees that does not disclose specific statistical data of a Licensee may be used by the Licensor at its discretion, including for commercial purposes.

Liability of the Parties

Under no circumstances shall the Licensor be liable to the Licensee and/or third parties for any losses, damages, loss of income, profit, information or savings related to the use or inability to use the Service, regardless of whether the Licensor could have foreseen the possibility of such losses or not.
If errors are detected while using the Service, the Licensor will take measures to correct them as soon as possible. The Parties agree that the exact time for error correction cannot be determined, as the Service closely interacts with other third-party software, operating systems, and hardware resources of the Licensee's computer. The operability and time to resolve problems are not entirely dependent on the Licensor alone.
The Licensor shall not be liable and shall not compensate the Licensee for losses caused by violations and/or errors in the operation of the Service arising from unlawful actions of the Licensee's personnel or third parties, as well as from malfunctions of technical means and electrical equipment failures.
In any case, the Licensor's liability under the Offer, including compensation for losses or actual damage on any grounds, is limited to the total amount of payments received from the Licensee for the last calendar month preceding the basis for liability.
The Parties shall not be liable if the failure to perform or improper performance of the terms of the Offer is caused by force majeure circumstances arising against the will and desire of the Parties and which they could not prevent, avoid, or foresee.
In the event that the Licensee violates the payment deadlines for the license fee established in Section 6 of the Offer, the Licensor has the right to demand payment of a penalty in the amount of 0.1% (one tenth of a percent) of the overdue payment amount for each calendar day of delay, but not more than 10% (ten percent) of the overdue payment amount. The demand for payment of the penalty shall be sent to the Licensee at the Authorized Address. The penalty shall be paid within 5 (five) business days from the date of receipt of the relevant demand.
The Offer does not provide for the provision by the Licensor of any additional services not related to the grant of rights to use the Service.
The Parties confirm that if, in accordance with their constituent documents, internal regulations, or legal requirements, obtaining corporate (internal) approval is required for the conclusion and/or execution of the Offer, such Party undertakes to obtain and provide the other Party with confirmation of the relevant approval within no later than 3 (three) months from the date of Acceptance of the Offer. The absence of corporate approval does not release the Party from fulfilling its obligations under the Offer.

Dispute Resolution Procedure

A pre-trial claim procedure is mandatory. The period for reviewing a claim is 10 (ten) business days.
The dispute shall be considered in court at the location of the Licensor (Moscow) in compliance with the rules of jurisdiction established by the procedural legislation of the Russian Federation.

Licensor's Details

Limited Liability Company "TORGSTAT"

Legal address: 105005, Moscow, Aptekarsky Lane, 4, bldg. 1, room 1/3

Authorized email: support@torgstat.ru

OGRN: 1227700665807

INN: 9701224358 / KPP: 770101001

Current account: 40702810001500155974

Bank name: LLC "Bank Tochka"

BIC: 044525104

Correspondent account: 30101810745374525104

Publication date – July 15, 2026

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