Webmasters 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;

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 Webmaster for the purposes of Services provision 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;

Remuneration – remuneration which is paid to Webmaster for the proper provision of Services specified in the relevant Offer;

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;

Webmaster Account – an account registered by Webmaster on the Platform, which allows Webmaster to provide Services to the Advertisers and use relevant functionality of the Platform.

In these Terms the Company and Webmaster 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) Webmaster Account, Webmaster is granted with access to Platform which can be used by Webmaster solely for the provision of Services according to the rules and conditions specified in these Terms.

The Company grants Webmaster non-exclusive, limited, revocable license to use the Platform exclusively for the provision of Services.

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 Webmaster only for the provision of Services. Webmaster is fully liable for the correctness of information and details specified by Webmaster within the registration of Webmaster Account. Webmaster undertakes and is obliged to edit Webmaster Account information within 2 (two) working days after the relevant changes in Webmaster’s information have occurred. In case Webmaster does not edit and/or update the information specified in Webmaster Account, such Webmaster 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 Webmaster shall use login and password received within the registration of Webmaster Account. The Company reserves the right to deny the registration of Webmaster Account at its own discretion.

Webmaster 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 Webmaster Account. Webmaster shall not grant access to Webmaster Account to any third persons, except for the cases when access is granted to the authorized representative of a legal entity which has registered Webmaster Account on the Platform. In case of loss, disclosure or breach of access to Webmaster Account, Webmaster shall:

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

Webmaster shall not use any content, data and information placed on the Platform except for the provision of Services.

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

The Company has right to request from Webmaster and Webmaster 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 Webmaster.

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 Webmaster’s access to the Platform and/or Webmaster Account.

Provision of Services

Webmaster shall provide Services 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.

If the accepted Offer contains any Ads placed by Advertiser, Webmaster is granted with non-exclusive, limited, revocable, royalty-free license to use such Ads within provision of the Services. Webmaster shall have no right to use Ads (other content, materials, information and data) which are contained in the Offer, before the acceptance of the relevant Offer. Webmaster may modify, adjust or change in any other way Ads (other content, materials, information and data) which are contained in the Offer only after acceptance of the Offer and upon prior approval of the Advertiser.

All the Ads created by Webmaster may be used within provision of Services, provided that:

Ads are in compliance with the requirements set out in these Terms and terms of accepted Offer;
Ads are not considered Unacceptable Content;
necessity/possibility of creation and use of Webmaster’s Ads is directly specified in the Offer or was previously approved by the Company (Advertiser).

The Company reserves the right to cancel, terminate or suspend any Offer placed by any Advertiser and in this case, Webmaster is obliged to stop fulfillment of such Offer and providing of relevant Services within such Offer.

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.

In case Webmaster engages third persons in the provision of Services, Webmaster is fully liable for all the actions and violations performed by such third persons. Webmaster shall ensure compliance of third persons’ actions with provisions of these Terms and any other obligations which are implied on the Webmaster within the Services provision.

Webmaster shall have no right to accept any Offers or to provide Services under the placed Offer bypassing the Platform.

Ads placement

The Ads should be placed (Services should be provided) by Webmaster in strict compliance with the following requirements:

in case the Company (Advertiser) specifies exhaustive list of Sources of Traffic, where Ads are to be placed, such Ads should be placed by Webmaster only on the Source of Traffic specified by the Company (Advertiser) in the relevant Offer;
Ads should not be placed on any Unacceptable Sources of Traffic;
Webmaster shall not place Ads on the Sources of Traffic, which are directly defined by Advertiser as Unacceptable Sources of Traffic;
in case there is relevant direct requirement of the Advertiser, Webmaster shall place the Ads only on the Sources of Traffic which are previously agreed and approved by the Advertiser;
Ads cannot be considered Unacceptable Content, violate any rights of any third parties (including intellectual property rights) or violate any applicable laws;
Webmaster cannot use trademark, commercial name or brand of the Company or Advertiser, unless otherwise is directly defined in the relevant Offer or permitted by the Company.

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 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.

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 Company or 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.

The relationship between Webmaster and holder/operator of Source of Traffic are not governed by these Terms and Webmaster is solely responsible and liable for any actions and legal consequences which are connected with placement of Ads on Source of Traffic.

Remuneration

For the proper provision of Services described in the relevant Offer, the Webmaster is paid with the Remuneration.

Terms, conditions and other details of Webmaster’s Remuneration payment (including method of payment) for the provision of the Services under particular Offer shall be additionally agreed between Webmaster and the Company in one of the following ways:

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

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

Webmaster shall take all the reasonable technical and other measures that allow the Company and/or Advertiser to confirm that Services under the relevant Offer were properly provided by Webmaster.

The Company is entitled to use any of its own controlling, accounting and billing tools and systems in order to confirm that the Services under certain Offer were properly provided by Webmaster.

Webmaster is fully responsible and liable for:

any inaccuracies in payment method details, specified by Webmaster for the purposes of Webmaster’s Remuneration Payment;
payment of all the necessary taxes and mandatory payments, which are applied to the Webmaster’s Remuneration according to applicable laws and laws of Webmaster’s tax residency.

Webmaster has no right to claim for any additional remuneration, bonuses or any other additional payments for the provided Services except for the Remuneration directly specified and agreed between Webmaster and the Company.

Payment of Remuneration may be canceled or suspended by the Company in case Webmaster violates requirements of Services provision, accepted Offer or provisions of these Terms.

Confidentiality

Webmaster undertakes not to disclose to third persons or make publicly available in any other way any Confidential Information which became known to Webmaster within using of the Platform and/or provision of Services.

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

Webmaster may disclose Confidential Information exclusively for the proper provision of Services and proper fulfillment of these Terms, provided that persons to whom the Confidential Information is disclosed, undertake the same obligations regarding Confidential Information as they are defined herein for Webmaster.

Privacy

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

within provision of Services Webmaster will comply with all the privacy and data protection requirements, stipulated by applicable laws and Privacy Policy;
any information and data received by Webmaster through the Platform and/or within provision of Services will be stored and processed in strict compliance with the provisions of the Privacy Policy and provisions of applicable laws;
all the third persons engaged by Webmaster in the provision of Services will strictly comply with 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:

Webmaster’s use or inability to use the Platform and/or provision or inability to provide 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

Webmaster shall indemnify, defend, and hold harmless the Company, its employees, directors, officers, partners and affiliates, as well as other Webmasters and Advertisers 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:

Webmaster’s use of the Platform and/or provision of Services;
any violations of these Terms or applicable laws by Webmaster or persons engaged by Webmaster in the provision of Services.

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 Webmaster by the Company and/or Advertiser within using/operation of the Platform, provision of Services and fulfilment hereof are considered properly and duly delivered to Webmaster if they are:

delivered through Webmaster Account in the form of message, notification or popup window;
sent to Webmaster’s email address which is specified in the relevant Webmaster Account;
sent via courier, delivery services or by post to the address of Webmaster which is specified in the relevant Webmaster Account or was provided by Webmaster to the Company;
delivered via any other means of electronic communication which are specified in the Webmaster 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 Webmaster within the whole and entire time during which Webmaster uses the Platform and/or has registered and active Webmaster Account.

Webmaster 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 Webmaster to Webmaster Account and/or Platforms.

After these Terms are terminated:

Webmaster shall immediately cease to use the Platform, Webmaster Account and stop providing Services;
Webmaster shall immediately delete all the Adds, material and information which were received through the Platform (from the Company or Advertiser) 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 Webmaster. In case Webmaster continues to use the Platform and/or Webmaster Account, it is considered that Webmaster agrees to all the amendments, modifications and changes of these Terms.

Miscellaneous

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

Webmaster 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 Webmaster 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 Webmaster.