Advertisers Terms and Conditions

Definitions

Unless otherwise directly provided hereby, the following terms shall have the following meanings:

Ads – advertising and promotional content, including graphic and video banners, logos, trademarks, brand names, links, landing pages, videos, frames, and other forms of promotional media, which are created/used by Advertiser and/or Webmaster within provision of Services;

Advertiser – a legal entity or individual representing a brand, which registers on the Platform to place Offers and receive Services and pay for them basing on the various payment models agreed between Advertiser and the Company;

Advertiser Account – an account registered by Advertiser on the Platform, which allows Advertiser to place Offers, receive Services provided by Webmaster and use relevant functionality of the Platform;

Company’s Fee – the fee or any other additional payments which are paid by Advertiser to the Company for placement and/or fulfillment of Offers on/through the Platform and for use of the Platform by Advertiser in order to receive Services from Webmasters;

Confidential Information – any information relating to the business of the Company (its affiliates, partners), Webmasters and Advertisers which is not known by and/or not easily accessible to any third persons and in respect of which the measures to maintain its secrecy and safety are taken. The Confidential Information includes, but not limited to the following:

business and financial information;
content of agreements, arrangements and contracts;
information about intellectual property;
information (including personal data) of customers, clients, employees, partners;
marketing and sales information;
mailing, correspondence and messaging;
any other information which is defined by its holder, owner or processor as Confidential Information.

The Confidential Information shall not include information:

which is or has become public knowledge, not due to violation of these Terms or any applicable laws;
which is lawfully obtained from any third party on terms not requiring it to be kept confidential;
priorly approved for disclosure by the authorized person;

Offer – a set of rules and requirements defined by Advertiser, governing the provision of Services by Webmaster, which include, in particular, but not limited to, guidelines on the use of Ads, payment models, success metrics etc.;

Platform – the website https://riddickspartners.com and all the linked websites, webpages, applications and other related software, content and products operated by the Company and access to which is granted to Advertiser for the purposes of placing Offers, receiving of Services from Webmasters under the “Cost Per Action” model and/or other similar and relevant models;

Privacy Policy – a privacy policy of the Company placed at https://riddickspartners.com/privacy-policy;

Services – marketing, advertising and other related services which are provided by Webmaster in favor of Advertiser according to the relevant Offer and include, but not limited to placement of Ads, increase of traffic, holding of advertising/marketing campaigns, attracting of new customers/clients, promotion of goods/services/brand/product etc.;

Source of Traffic – any websites, online services, platforms, applications, messengers or any other online and other resources, which are used by Webmaster for placement of Ads and provision of other Services within the Offer;

Unacceptable Content – any content irrespective of the form of expression (graphics, videos, photos, links, texts etc.) which:

is pornographic, sexual, obscene, racist, discriminating or hateful content;
promotes or encourages any kind of illegal activities (including but not limited to, terrorism, armed conflicts, riots etc.);
is deceptive advertising, piracy, libelous or defamatory statement;
demonstrates or refers to any kind of physical or psychological violence;
violates any intellectual property rights of any third persons;
contains any viruses, malware, spyware or other harmful or malicious code, files, scripts, agents or programs;
is subject of sanctions measures;
violates any laws of any jurisdiction where such content is available or accessible (including laws of Advertiser’s jurisdiction);

Unacceptable Source of Traffic – any websites, online services, platforms, applications, messengers or any other online and other resources which:

contain Unacceptable Content;
contain links and/or references to Unacceptable Content;
are directly specified by Advertiser and/or the Company as the ones, that cannot be used within provision of Services under the Advertiser’s Offer;
may be reasonable considered as the ones, which are involved in fraud, terrorism financing, money laundering or any other illegal activities;
are not compliant with any laws of any jurisdiction where they are available or accessible (including laws of Advertiser’s jurisdiction);

Webmaster – an individual or legal entity which has registered Webmaster Account on the Platform and provides Services to the Advertiser;

In these Terms the Company and Advertiser may be together referred to as the “Parties” and each of them may be separately referred to as the “Party”.

Eligibility

By accepting these Terms, you confirm that you are at least 18 years old and capable of entering into a binding contract under applicable law. By using the Platform, you represent and warrant that you meet these eligibility requirements. If you do not meet these requirements, you must not access or use the Platform in any way.

General

By creating (registering) Advertiser Account, Advertiser is granted with access to Platform which can be used by Advertiser solely for placement of Offers and receiving of Services according to the rules and conditions specified in these Terms.

The Company grants Advertiser non-exclusive, limited, revocable license to use the Platform exclusively for the placement of Offers.

Placement of Offers by the Company (Advertisers) and acceptance of them by Webmasters is made using the functionality of the Platform.

Use of the Platform

The Platform can be used by Advertisers only for the placement of Offers and receiving of relevant Services. Advertiser is fully liable for the correctness of information and details specified by Advertiser within the registration of Advertiser Account. Advertiser undertakes and is obliged to edit Advertiser Account information within 2 (two) working days after the relevant changes in Advertiser’s information have occurred. In case Advertiser does not edit and/or update the information specified in Advertiser Account, such Advertiser bears all the risks of occurrence of all the negative consequences, which may appear as a result of such not editing or not updating the relevant information.

To access the Platform Advertiser shall use login and password received within the registration of Advertiser Account. The Company reserves the right to deny the registration of Advertiser Account at its own discretion.

Advertiser bears full responsibility for security and safety of login and password and shall take all reasonable measures to prevent unauthorized access of third persons to the Platform through Advertiser Account. Advertiser shall not grant access to Advertiser Account to any third persons, except for the cases when access is granted to the authorized representative of a legal entity which has registered Advertiser Account on the Platform. In case of loss, disclosure or breach of access to Advertiser Account, Advertiser shall:

immediately in writing notify the Company; and
follow all the instructions and directions of the Company, which are aimed to protect the Advertiser Account and the Platform from unauthorized access and use.

Advertiser shall not use any content, data and information placed on the Platform except for the placement of Offers and receiving of relevant Services.

The Company reserves the right to terminate, limit or suspend access of Advertiser to the Platform or Advertiser Account at any time in case Advertiser violates any provision of these Terms, requirements to Offer placement and in any other case at Company discretion. The Company retains the right to renew Advertiser’s access to the Platform or Advertiser Account in case Advertiser eliminates all the violations and other circumstances which lead to termination, limitation or suspension of the Advertiser’s access to the Platform and/or Advertiser Account.

The Company has right to request from Advertiser and Advertiser is obliged to provide the Company (within 3 (three) working days) any information, data and documents, which are required for compliance of the Company with KYC, AML, CFT requirements or any other applicable laws and requirements.

Functionality of the Platform (or its separate components, features) may be modified, changed or eliminated by the Company without any prior notification of Advertiser.

The Platform, all its separate components, functionality and features are provided “AS IS” and on “AS AVAILABLE” basis. The Company makes no warranties, express or implied, and hereby disclaims all implied warranties, including any warranty of fitness for a particular purpose.

The Company bears no liability or responsibility for:

any errors, mistakes and inaccuracies which may occur within Platform operation and functioning;
modification, change or elimination of Platform functionality (its separate components);
termination, limitation or suspension of Advertiser’s access to the Platform and/or Advertiser Account.

Placement of Offers

The Offers for the provision of Services shall be placed by Advertiser in one of the following ways:

by placing the Offer directly on the Platform through Advertiser Account;
through the Company’s authorized representative.

The Offer, requirements to the Services provided and other details which are necessary for the fulfillment of the relevant Offer and proper provisions of Services may be placed on the Platform or made available to Webmaster by the Company on its behalf or on behalf of Advertiser.

Subject of the agreement between the Company and Advertiser, the Offer may be placed on the Platform as the one, which can be reviewed and/or accepted by all the Webmasters, or as the one which can be reviewed and accepted by a limited number or certain Webmasters.

Advertiser grants the Company a non-exclusive, limited, revocable, royalty-free license to use, modify, store, copy, process and change any Ads, materials, data, information and any intellectual property of Advertiser (its affiliates, partners), which:

have been provided by Advertiser to the Company for the purposes of Offer placement and/or provision of Services;
shall be used within provision of Services under the relevant Advertiser’s Offer;
have been placed by Advertiser on the Platform (including in and through Advertiser Account).

Advertiser grants Webmaster a non-exclusive, limited, revocable, royalty-free license to use, modify, store, copy, process and change any Ads, materials, data, information and any intellectual property of Advertiser (its affiliates, partners), which have been provided to Webmaster (including through the placed Offer) for the fulfillment of the Offer and proper provision of relevant Services.

Any Advertiser’s Offers shall comply with following requirements:

Offer shall not contain any Unacceptable Content and/or references to Unacceptable Content;
Offer shall not contain any requirement to use any Unacceptable Content and/or references to Unacceptable Content within provision of Services;
Offer and provision of Services under the relevant Offer shall not be aimed in any way to promote Unacceptable Source of Traffic and/or references to Unacceptable Source of Traffic;
Offer shall not contain any requirements to use any Unacceptable Source of Traffic and/or references to Unacceptable Source of Traffic within provision of Services under the relevant Offer;
Offer and provision of Services under the relevant Offer shall not be aimed in any way to promote or encourage any kind of illegal activities (including but not limited to, terrorism, armed conflicts, riots etc.);
Offer shall not require or allow any illegal activities within provision of Services or any activities which violate provisions of applicable law.

Advertiser is responsible for ensuring that all Ads, materials, data, information and any intellectual property of Advertiser (its affiliates, partners), which are contained in the Offer and/or subject of using by Webmaster within provision of Services, comply with legal standards, ethical guidelines, and the specific requirements of the Source of Traffic where the Services are being provided.

In case Offer (including its terms, conditions, requirements, specifications and other information contained in the Offer), as well as Ads, materials, data, information and any intellectual property of Advertiser (its affiliates, partners) which are contained in the Offer and/or were provided by Advertiser to Webmaster for the provision of Services contain Unacceptable Content, references to Unacceptable Content and/or violates these Terms or the applicable laws, the Company has right to delete such Offer, Ads, materials, data, information and intellectual property of Advertiser (its affiliates, partners) from the Platform and cancel (stop) the Offer fulfillment (provision of relevant Services).

Without prejudice to any provisions hereof, the Company reserves the right, in its sole discretion and without any liability to cancel, remove, delete or suspend any Offer (provision of Services under relevant Offer) for any reason at any time without any prior approvals and/or notifications of Webmaster and Advertiser.

Advertiser may amend and/or change the Offer, its terms and requirement to the Services to be provided within the Offer, provided that:

the Company’s Fee for placement of Offer and/or fulfillment of Offer which was agreed between the Company and Advertiser before mentioned amendments (changes) shall be paid by Advertiser on the terms and conditions which were previously agreed with the Company;
Advertiser ensures proper notification of the Company and Webmaster who accepted the Offer and/or is providing Services within the Offer, before above mentioned amendments (changes) become effective.

In case Advertiser amends and/or changes the Offer, its terms, requirement to the Services to be provided within the Offer, Webmaster who is already involved in the provision of Services under the Offer reserves the right to refuse to provide Services under the Offer and cease such provision of Services.

Offer fulfillment and provision of Services

The Company does not provide any guarantees or representations that the Services under the placed Offer will be provided properly and on time by Webmaster, and the Company shall not be liable for any violations and/or incompliances of the Services with the requirements of Advertiser’s Offer, committed by Webmaster.

The Company is not obliged to supervise over and control the status of Offer fulfillment and provision of Services under the placed Offer.

The Services are to be provided by Webmaster in accordance with these Terms as well as terms and requirements which are specified in the Offer placed by the Company (Advertiser) and accepted by Webmaster. The Ads, which are used/placed by Webmaster within provision of Services/fulfillment of the relevant Offer must adhere to and be compliant with requirements, rules, terms and conditions set by Advertiser (including the ones contained in the relevant Offer).

Advertiser shall have no right to receive Services from Webmaster under the placed Offer bypassing the Platform.

Intellectual property rights to Ads or any other materials (information, data etc.) which are provided by Advertiser to Webmaster, are not transferred or in any other form assigned to Webmaster and belong to Advertiser.

Intellectual property rights to Ads or any other materials (information, data etc.) which have been created by Webmaster within provision of Services belong to Webmaster and are not transferred or in any other form assigned to Advertiser.

The Advertiser has the right to request Webmaster to reveal all and any Source of Traffic where the Ads have been placed by Webmaster within provision of Services. In case there is a mentioned request from the Company or Advertiser, Webmaster is obliged to reveal information about relevant Source of Traffic and/or placed Ads within 2 (two) working days from the moment the relevant request was received by Webmaster.

Advertiser reserves the right to refuse to accept any Services which have been provided with the use of Unacceptable Source of Traffic and/or Unacceptable Content.

Company’s Fee

For placement (fulfillment) of Offers on (through) the Platform and for use of the Platform by Advertiser in order to receive Services from Webmasters, the Advertiser pays the Company the Company's Fee.

Terms, conditions and other details of Company’s Fee payment (including method of payment) for the placement (fulfillment) of particular Offer shall be additionally agreed between Advertiser and the Company in one of the following ways:

through Advertiser Account, using its functionality;
by specifying relevant information in the Offer;
directly through the authorized representative (manager) of the Company.

Upon the agreement between the Company and Advertiser the Company’s Fee may also include any additional commissions, bonuses and other additional payments for, which can be paid for, including but not limited to, completion of specific targets, achieving certain requirements, performance of successful actions, such as run traffic or conversions. Terms, conditions, rates and calculation of additional payments specified in this paragraph, are to be agreed between the Company and Advertiser in the way specified by these Terms for agreeing of Company’s Fee.

Terms, conditions and other details of the Company’s Fee payment which are agreed by Advertiser and the Company in respect of the particular Offer shall not be by default applied to all or any other Offers.

The Company’s Fee which was agreed by the Company and Advertiser is to be paid by Advertiser on the agreed terms and in the agreed amount irrespective of whether the Services have been provided by Webmaster in full compliance with the relevant Offer.

Confidentiality

Advertiser undertakes not to disclose to third persons or make publicly available in any other way any Confidential Information which became known to Advertiser within using of the Platform, placement of Offers and/or receiving of provided Services.

Advertiser shall take proper and reasonable measures to protect Confidential Information and keep it safe.

Privacy

Advertiser unconditionally agrees to fully comply with Privacy Policy and additionally guarantees and confirms that:

within placement of Offers and/or receiving of Services Advertiser will comply with all the privacy and data protection requirements, stipulated by applicable laws and Privacy Policy;
any information and data received by Advertiser through the Platform, within placement of Offers and/or receiving of Services will be stored and processed in strict compliance with the provisions of the Privacy Policy and provisions of applicable laws.

Limitation of liability

To the fullest extent permitted by applicable laws the Company, its employees, directors, officers, partners and affiliates shall not be liable for any indirect, incidental, special, consequential or punitive damages, resulting from:

Advertiser’s use or inability to use the Platform and/or placement of Offers (receiving of Services) or inability to place Offers (receive Services);
any errors, mistakes, inaccuracies, bugs which occur within Platform operation and functioning;
any violations of these Terms or applicable laws by Advertiser, Webmaster, persons engaged by Webmaster in the provision of Services and/or any other persons who use the Platform;
any unauthorized access and/or use of the Platform.

Indemnification

Advertiser shall indemnify, defend, and hold harmless the Company, its employees, directors, officers, partners and affiliates, as well as other Advertisers and Webmasters from and against any claims, liabilities, damages, losses, suits, proceedings, litigations, penalties, fines, costs and expenses (including reasonable attorneys’ fees and expenses) arising from or connected with:

Advertiser’s use of the Platform and/or placement of Offers (receiving of Services);
any violations of these Terms or applicable laws by Advertiser.

Force-Majeure circumstances

None of the Parties shall be liable for the improper fulfillment of the obligations hereunder in case such improper fulfillment is caused by the circumstances which are beyond Parties’ control (force-majeure circumstances).

The force-majeure circumstances include but not limited to the following: declared or undeclared war, armed conflict (threat of such conflict), fire, natural disaster, changes in legislation, government actions or other similar circumstances which do not depend on the Parties’ will.

The Party which was affected by the force-majeure circumstances notifies the other Party in writing about such circumstances and their expected duration.

If the force-majeure circumstances last more than 2 (two) months, each of the Party may terminate the Agreement unilaterally. None of the Party is entitled to demand from the other Party the coverage of possible losses in case of Terms termination mentioned herein.

Notices

Any notifications, notices, letters and other messages, which should be given to Advertiser by the Company and/or Webmaster within using/operation of the Platform, placement of Offers, receiving of Services and fulfillment hereof are considered properly and duly delivered to Advertiser if they are:

delivered through Advertiser Account in the form of message, notification or popup window;
sent to Advertiser’s email address which is specified in the relevant Advertiser Account;
sent via courier, delivery services or by post to the address of Advertiser which is specified in the relevant Advertiser Account or was provided by Advertiser to the Company;
delivered via any other means of electronic communication which are specified in the Advertiser Account.

Any notifications, notices, letters and other messages indented for the Company shall be sent to the following Company email address support@riddickspartners.com.

Applicable laws and dispute resolution

The construction, validity and performance of these Terms shall be governed by the Laws of the Republic of Cyprus.

Any dispute, controversy or claim arising out of or relating to these Terms, using (operation) of the Platform and/or provision of the Services including but not limited to the formation, performance, breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the Cyprus Eurasia Dispute Resolution and Arbitration Centre (CEDRAC) Arbitration Rules. The number of arbitrators shall be one. The seat of the arbitration shall be in Nicosia, Cyprus. The language to be used in the arbitral proceedings shall be English.

Validity and Termination of the Terms

These terms are binding on the Company and Advertiser within the whole and entire time during which Advertiser uses the Platform and/or has registered and active Advertiser Account.

Advertiser may terminate these Terms by sending a written 3-days notice to the Company.

The Company may terminate these Terms by terminating the access of Advertiser to Advertiser Account and/or Platforms.

After these Terms are terminated:

Advertiser shall immediately cease to use the Platform, Advertiser Account and stop placing Offers;
Advertiser shall immediately delete all the Adds, material and information which were received through the Platform and shall cease to use them.

Amendment of the Terms

These Terms may be amended, modified or changed by the Company unilaterally at any time without prior notification of Advertiser. In case Advertiser continues to use the Platform and/or Advertiser Account, it is considered that Advertiser agrees to all the amendments, modifications and changes of these Terms.

Miscellaneous

These Terms constitute the entire agreement between the Company and Advertiser and supersede any previous arrangement between the Company and Advertiser (if any).

Advertiser shall not have a right, without the prior written consent of the Company, to assign, transfer or otherwise delegate (in whole or in part) rights and obligations under these Terms to any individuals, legal entities or any other formations.

The Company and Advertiser are independent contractors, and nothing in these Terms shall be construed to create any form of partnership, joint venture, agency, employment, or other legal association between the Parties.

Provisions of these terms are autonomous, which means that in case separate provision hereof is considered invalid or in case separate provision becomes non-effective on the grounds besides invalidity, the rest of the provisions remain valid and are binding on the Company and Advertiser.