User Agreement - AFFILIATE MARKETING PLATFORM
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The COMPANY offers individuals with full legal capacity, legal entities and individual entrepreneurs (hereinafter referred to as the “Webmaster”) to conclude this User Agreement (hereinafter referred to as the “Agreement”). The Webmaster’s unconditional acceptance of the Agreement is the Webmaster’s actions to register on the Platform in accordance with clause 4.3 of the Agreement. From the moment of acceptance, the Webmaster is considered to have read and agreed to the Agreement and entered into contractual relations with the “COMPANY”. The Webmaster certifies that the terms of the Agreement are accepted by him without any objections, the Webmaster has understood and accepted the meaning of the terms, words and expressions used in this Agreement and on the Platform in accordance with their legal definition and/or interpretation specified in the Agreement. The agreement does not require a bilateral signature and is valid in electronic form.
  1. Terms
    2. The Parties use these terms in the following meanings:
    1. Website – the Advertiser’s website specified in the Offer, to which the User goes during the implementation of the Target Action.
    2. Remuneration is the amount of money to be paid to the Webmaster for fulfilling the terms of the Offer and performing Targeted Actions by Users.
    3. Legislation – the current legislation of the country of registration of the Company.
    4. Identification data — information intended to identify the Webmaster during the use of the Platform. Login and password are used as Identification data. The login is the Webmaster’s email address entered to gain access to the Personal Account on the Platform. Actions performed using the Webmaster’s Identification Data are considered to be committed by the Webmaster.
    5. Personal Account is a protected part of the Platform created during the Registration of the Webmaster, allowing interaction with the “COMPANY” and ISPO
  2. Subject of the Agreement
    1. The “COMPANY” grants the Webmaster the right to use the Platform free of charge on the terms of a simple (non-exclusive) license, and the Webmaster undertakes to use the Platform in accordance with the terms of the Agreement.
    2. The territory of the rights granted is all countries of the world.
    3. The term of the rights granted is the term of the Agreement.
    4. The “COMPANY” is updating the Platform, that is, eliminating errors and improving its work. Updates are an integral part of the Platform, therefore, this Agreement applies to any updates made by the COMPANY.
    5. Before accepting the Agreement, the Webmaster is obliged to familiarize himself with the Personal Data Processing Policy, which is constantly publicly available on the Platform via the link X-partners.com / termsandconditions.
  3. Terms of use of the Platform
    1. The Webmaster has the right to:
      1. Get round-the-clock access to the Platform, except for the time of preventive and technical work. The webmaster gets access to the Personal Account by authorization using Identification data;
      2. Perform any actions arising from the functionality available to the Webmaster and not prohibited by the “COMPANY”;
      3. Change the data of the Webmaster account;
      4. Interact with the “COMPANY” regarding the use of the Platform.
    2. The Webmaster is obliged to:
      1. Provide reliable information and data on the Platform;
      2. Ensure confidentiality of Identification data;
      3. Immediately notify the “COMPANY” of any unauthorized (not authorized by the Webmaster) access to the Platform using the Personal Account and/or of any violation or suspicion of violation of the confidentiality of their Identification Data and/or any other violation of the security system;
      4. Perform other duties stipulated by this Agreement.
    3. The Webmaster is prohibited:
      1. Modify the Platform, that is, make any changes to it, including translating from one programming language to another language;
      2. Decompile, disassemble the Platform, perform any actions aimed at restoring the source code of the Platform;
      3. Адаптировать Платформу (то есть вносить изменения, осуществляемые исключительно в целях функционирования на конкретных технических средствах Веб-мастера или под управлением конкретных программ Веб-мастера), исправлять ошибки или производить какие-либо иные изменения в Платформе;
      4. Adapt the Platform (that is, make changes carried out solely for the purpose of functioning on specific Webmaster hardware or under the control of specific Webmaster programs), correct errors or make any other changes to the Platform;
      5. Use the Platform in a way not provided for by the Agreement and (or) violating the Law;
      6. Use any technical means to collect and process information on the Platform, including using automated methods;
      7. Transfer access to the account on the Platform to third parties for a fee or free of charge, including through sublicensing;
      8. Change or delete any information about the rightholder of the Platform;
      9. Make attempts to circumvent the technical limitations and means of protection established by the Platform.
    4. The “COMPANY” has the right to:
      1. Provide the Platform to the Webmaster to the extent that corresponds to the access provided to the Webmaster to the functionality of the Platform;
      2. Make any changes to the structure and algorithms of the Platform, suspend its operability or the operability of its functions, change or terminate the performance of the functions of the Platform without prior warning to the Webmaster and without the latter’s consent to this.
      3. For non-fulfillment by the Webmaster of the terms of the Agreement or the requirements of the Legislation:
        1. Terminate the Webmaster’s access to the Platform until the violation is eliminated, notifying the Webmaster about it;
        2. Terminate the Agreement unilaterally and delete the Webmaster’s account in case of non-elimination of the violation within a month from the date of notification of the Webmaster. At the same time, the “COMPANY” has the right to demand compensation for damages caused by such a violation.
    5. The “COMPANY” is obliged to:
      1. Ensure the smooth operation of the Platform and provide the Webmaster with round-the-clock access to the Platform, except for the time of preventive and technical work;
      2. Provide the Webmaster with timely technical and informational support related to the use of the Platform.
  4. Registration
    1. To create a unique Webmaster account on the Platform, it is necessary to go through the Registration procedure. The use of the full functionality of the Platform is available only to persons registered in accordance with this section of the Agreement.
    2. The Webmaster can register and use only one account on the Platform. Otherwise, the “COMPANY” has the right to restrict or completely block the Webmaster’s access to the Platform.
    3. Registration of the Webmaster is possible by filling out the Registration Form in the following order:
      1. enters the email address;
      2. sets the password;
      3. enters the name;
      4. confirms that he has read the text of the Agreement by activating the check-box next to the text “I accept the terms of the user agreement”;
      5. gives consent to the processing of personal data by activating the checkbox next to the text “I consent to the processing of personal data“;
      6. confirms his e-mail address by clicking on the link from the e-mail sent to this address.
    4. For Registration, the person performing the Registration undertakes to provide reliable and complete information about himself on the issues proposed in the Registration Form, and to keep this information up to date in his Personal Account.
    5. In case of changes to any data provided by the Webmaster to the Platform, he undertakes to immediately make (update) the relevant data to the Personal Account or notify the “COMPANY” of these changes by sending to the mailbox info@x-partners.com relevant information indicating which data has changed.
    6. The “COMPANY” has the right to request from the Webmaster additional data necessary to confirm the accuracy of the information provided by the Webmaster during Registration / in the Personal Account. If the Webmaster does not agree with such a request and/or does not provide information, the COMPANY reserves the right to terminate the Agreement with the Webmaster and delete his account.
    7. Establishing the fact or whether the COMPANY has grounds to believe that the data provided by the Webmaster is unreliable gives rise to the right of the COMPANY to temporarily block or completely delete the Webmaster’s account.
    8. By registering on the Platform, the person performing the Registration certifies that:
      1. at the time of acceptance of the Agreement, it has full legal capacity; is not limited in legal capacity; is not under guardianship, patronage, guardianship;
      2. the terms of the Agreement are accepted by him without any objections;
      3. it has understood and accepted the meaning of the terms, words and expressions used in this Agreement and in the Platform in accordance with their legal definition and/or interpretation specified in the Agreement.
    9. The registration of the Webmaster is considered completed from the moment of the last action provided for in clause 4.3 of the Agreement, and subject to the consistent implementation of all actions specified in clauses 4.3.1-4.3.6 of the Agreement.
    10. If the Webmaster does not agree with any of the clauses of this Agreement, the Webmaster is not entitled to use the Platform. The fact that the Webmaster uses the Platform after Registration is equivalent to the full and unconditional acceptance of this Agreement.
    11. The Webmaster has the right to add the following information about himself in his Personal Account:
      1. Surname;
      2. Name;
      3. Image;
      4. Data of social network accounts.
    12. If the Webmaster is a legal entity, the information specified in clauses 4.3 and 4.12 of the Agreement is provided in relation to the Webmaster’s representative using the Platform on behalf of the Webmaster and on his behalf (for example, within the framework of work duties). The person performing the Registration is responsible for providing reliable information.
    13. Any actions performed using the Webmaster’s account (by logging in to the Personal Account) are considered actions of the Webmaster.
    14. The Webmaster is solely responsible for all actions performed under the Webmaster’s account, including cases of voluntary transfer by the Webmaster of data for access to the Webmaster’s account to third parties under any conditions.
  5. Acceptance of Offers
    1. The X-Partners Platform provides Webmasters with the opportunity to search, accept and execute Advertisers’ Offers on the terms specified in the Offer and in accordance with the rules provided for in the Agreement.
    2. Advertisers’ offers are aimed at attracting Users’ attention to the relevant products and services of Advertisers. The webmaster’s fulfillment of the conditions of a particular Offer involves not only the placement of ADS or the implementation of other actions directly specified in the Offer, but also ensuring that Users perform Targeted Actions. For this reason, the calculation and payment of Remuneration are carried out on the basis of an assessment of the quality and quantity of Target Actions performed by Users.
    3. The type and other characteristics of the Target Action for the Offer are set by the Advertiser in the corresponding Offer, which is available in the webmaster’s personal account.
    4. Actions, even if aimed at attracting the attention of users to the products and services of Advertisers, but not corresponding to the characteristics of the Target Action set out in the Offer, Target actions in the understanding of this Agreement are not and are not taken into account when calculating Remuneration.
    5. The Webmaster accepts Advertisers’ Offers by performing concrete actions to select the Offer of interest to him in his Personal Account and create a Stream.
    6. Acceptance of the Offer and fulfillment of its conditions is carried out on the initiative of the Webmaster and is voluntary. The Webmaster has the right to refuse to execute the Offer at any time.
    7. The terms of the Offers are determined exclusively by Advertisers. The “COMPANY” does not define the terms of Offers, does not place Offers on its own behalf. The “COMPANY” is not a party to the relationship between Advertisers and Webmasters regarding the acceptance and fulfillment of the terms of Offers, as well as the payment of Remuneration.
    8. Advertisers have the right to suspend/ cancel the Offer. Targeted actions performed by the Webmaster at the time of suspension / cancellation of the Offer are paid in accordance with the procedure established by the Agreement for the payment of Remuneration (in the usual manner).
  6. Execution of Offers
    1. In order to fulfill the terms of the Offer, the Webmaster, who has accepted the Offer in accordance with clause 5.6 of the Agreement, places the OFFER on his Site and / or performs other actions specified in the Offer.
    2. The Webmaster assures the “COMPANY” that he legally uses the Site, has exclusive or other rights to the Site to the extent sufficient to fulfill the relevant Offer.
    3. If the Site does not comply with the requirements of the Agreement, the COMPANY has the right to terminate the current Flows and block access to the Advertiser’s Websites specified in the Offer to the Webmaster’s Sites without explanation.
    4. In order to verify compliance with the Agreement, the “COMPANY” has the right to request data on Sites from the Webmaster, as well as access to Site statistics. The requested information must be provided no later than 10 (ten) calendar days from the date of sending the relevant request, during which the “COMPANY” has the right to suspend the activity of the Webmaster on the Platform, restricting partially or completely the Webmaster’s access to the Personal Account, as well as the access of Sites to the Advertiser’s Websites specified in the Offer.
    5. The use of DATA is determined by the rules of each specific Offer. If the rules of the Offer provide for the use exclusively of the DATA provided by the Advertiser, the Webmaster does not have the right to change the DATA when placing them on their Sites. In case of violation of this rule, the Webmaster is obliged to compensate the “COMPANY”, the Advertiser for all losses incurred in connection with such placement.
    6. The DATA provided by the Advertiser may be used by the Webmaster solely for the purpose of fulfilling the specific Offer to which the DATA relate. The use of such DATA in the interests of the Webmaster and (or) third parties is prohibited.
    7. When executing the Offer, the Webmaster is prohibited from:
      1. Fulfilling the terms of the Offer by methods or means that contradict the Legislation, the Agreement, the Offers;
      2. Use Sites under development;
      3. Use Sites that do not comply (or the content of which does not comply) with the requirements of the Legislation, this Agreement;
      4. Simulate Targeted actions to fulfill the terms of the Offers, including by using non-existent, incorrect or someone else’s data without the knowledge of their owners;
      5. To attract Users who are interested in Advertisers’ Offers by means of deception, blackmail or any actions contrary to the Law, the basics of law and order and morality;
      6. Use the ADVERTISING, including trademarks, logos, and other brand attributes, of one Advertiser to promote another Advertiser;
      7. Register and/or use domains similar to the domains of Advertisers’ websites for promotion;
      8. When distributing information over telecommunication networks, including through the use of telephone, fax, mobile radiotelephone communication (hereinafter referred to as “mailing”), the Webmaster is prohibited from using unsolicited mailing (spam). To send advertising, the Webmaster must have prior consent to receive advertising information from each subscriber or addressee and, upon request, provide the “COMPANY” with proof of this;
      9. Use any technologies and types of Cookie stuffing (Cookie dropping). It is forbidden to use scripts that allow you to put Cookies on sites that the User has not visited or viewed. It is forbidden to rearrange, replace, or grind the User’s Cookies to others that do not belong to the sites that the User viewed, including replacing Cookies by using popups, iframes, as well as substitution when inserting the address of a third-party page as an image on an existing site;
      10. Use a registered Platform with a specific declared type of traffic to attract another type of traffic through it;
      11. Use the data of the Advertiser or a third party specified in the Offer, protected by intellectual property rights, for purposes other than the purposes of the Agreement. Otherwise, the Webmaster is fully responsible for such placement in accordance with the Law and undertakes to independently settle all claims, conflicts with third parties, government agencies, etc., including litigation.
    8. The Advertiser makes the final decision on whether the Target Action has actually been performed on his Offer or not, based on the result of checking traffic on the Offer (for example, traffic to the Advertiser’s web page, clicks, impressions, other actions).
    9. The Webmaster is notified about tracking and logging of all actions for accepting and executing Offers, as well as displaying information about this in Statistics in the Webmaster’s Personal Account. Remuneration is calculated based on statistical data.
  7. Payment of Remuneration
    1. Remuneration is paid based on the results of fulfilling the terms of the Offer and in accordance with the achieved indicators of Target Actions, as well as taking into account other conditions specified in the Offer.
    2. Subject to the provisions of clause 7.1 of the Agreement, Remuneration to the Webmaster may be paid if the following conditions are met at the same time:
      1. The target action was performed as a result of the Webmaster fulfilling the conditions of the Offer (for example, clicking on a link generated by the Platform as a result of creating a Stream);
      2. The target action was recorded by the tracking system;
      3. Targeted actions do not correspond to the signs of Fraud;
      4. The Webmaster did not violate when fulfilling the terms of the Offer, as a result of which the Users committed specific Targeted actions, prohibitions established by clause 6.7 of the Agreement.
    3. The amount of Remuneration for the completed Target Action is determined individually for each Offer and is set by the Advertiser. The Advertiser has the right at any time to change the amount of remuneration for the Target Action according to the Offer accepted by the Webmaster, however, the calculation of remuneration for the Target Actions already performed at the time of the changes is carried out at the rates in effect at the time of completion of the relevant Target actions.
    4. The remuneration for the completed Offer is determined by the total number of Target Actions performed in accordance with the Statistics during the period of the Offer, and based on the cost of one Target Action specified in the Offer.
    5. The Remuneration paid by the Advertiser is displayed in the “Payments” section of the Webmaster’s Personal Account.
    6. According to the result of the traffic check carried out in accordance with clause 6.8 of the Agreement, the funds available for withdrawal are displayed in the “Balance” section of the Webmaster’s Personal Account.
    7. After filling out the application for withdrawal of funds, the transfer of funds takes place within 7 days.
    8. The Parties pay all taxes and fees established by Legislation and international agreements that arise in connection with the execution of the Agreement.
  8. Calculations on the Platform
    1. The amount of funds in the “Payments” and “Balance” sections can be expressed in currency for the convenience of the Webmaster.
    2. Withdrawal of funds from the Webmaster’s balance is carried out through the functionality of the Personal Account using the details that the Webmaster specified in the Personal Account and the method chosen by the Webmaster from among those available on the Platform.
    3. The Webmaster assumes all possible risks associated with the mistakes he made in the payment information.
  9. Confidentiality
    1. The Parties undertake not to transfer to third parties, without mutual consent, organizational, technological, commercial and other information transmitted in connection with and pursuant to this Agreement (hereinafter referred to as “Confidential Information”), provided that:
      1. such information has actual or potential commercial value due to its unknown to third parties;
      2. there is no free access to such information on a legal basis.
    2. The information received by the Webmaster when interacting with the Platform may be used by him only for the purposes for which the Platform is intended.
    3. Confidential information includes information obtained during the use of the Platform, which can only be used within the framework of cooperation with the “COMPANY”, Advertisers regarding the use of the Platform and the execution of Offers. Other ways of using this information are strictly prohibited. The webmaster has no right to transfer information to third parties, provide access to them, modify or create databases. In case of violation of these terms of use of the Platform, the COMPANY has the right to terminate the agreement unilaterally, as well as to protect its rights and interests in any lawful way.
    4. The provision of confidential information by the Parties to third parties without the consent of the other Party is allowed only in cases provided for by Law, the terms of the Agreement or a separate agreement of the Parties.
    5. When deleting a Webmaster account, the COMPANY deletes all information about the Webmaster from the Platform, except for login and Statistics data. The “COMPANY” has the right to store the specified information for 5 (five) years from the date of deletion of the Webmaster’s account.
  10. Liability of the Parties
    1. For improper performance of the terms of this Agreement, the Parties are responsible in accordance with the Legislation and the terms of this Agreement.
    2. The Platform is provided to the Webmaster “as is” in accordance with the principle generally accepted in international practice. This means that the “COMPANY” is not responsible for problems arising during the updating, support and operation of the Platform (including compatibility problems with other software products (packages, drivers, etc.), inconsistencies in the results of using the Platform with the expectations of the Webmaster, etc.). The Webmaster should understand that he is fully responsible for possible negative consequences caused by incompatibility or conflicts of the Platform with other software products.
    3. The Webmaster is solely responsible to third parties for his actions related to the use of the Platform, including if such actions lead to violation of the rights and legitimate interests of third parties, as well as for compliance with the Law when using the Platform.
    4. If, due to the fault of the Webmaster, a third party (state body) has made any claims against the COMPANY, including bringing it to administrative responsibility, the Webmaster is obliged to compensate the COMPANY for all losses, direct and indirect, incurred by the COMPANY in connection with the claims, including court cases, within 10 (ten) business days after sending a claim for damages to the Webmaster.
    5. The “COMPANY” is not responsible for any kind of losses that occurred as a result of the use of the Platform by the Webmaster or individual parts/ functions of the Platform.
    6. The “COMPANY” makes every possible effort to ensure the normal operation of the Platform, but is not responsible for direct and indirect losses of the Webmaster, including lost profits and possible damage, including as a result of:
      1. illegal actions of Internet users aimed at violating information security or the normal functioning of the Platform;
      2. the absence (inability to establish, terminate, etc.) of an Internet connection between the Webmaster’s server and the server where the Platform is located;
      3. for the inability to use the Platform or part of it for reasons depending on the Webmaster or third parties;
      4. carrying out activities by state and municipal bodies, as well as other organizations within the framework of operational investigative measures;
      5. for malfunctions, errors and failures in the operation of the software and hardware complex that ensures the functioning of the Platform;
      6. for the temporary absence of the Webmaster access to the Platform, Personal Account in connection with preventive and other work;
      7. in other cases related to the actions (inaction) of Internet users and/or other entities aimed at worsening the general situation with the use of the Internet and/or computer equipment.
    7. If the fact of the Webmaster’s violation of the requirements of this Agreement is revealed, or the COMPANY receives a complaint about the corresponding violation from the Advertiser, the COMPANY has the right to block access to the Webmaster’s account. The withdrawal of Remuneration is not carried out during this period.
    8. If violations of the requirements of the Agreement provided for in clauses 6.7.1–6.7.11 of the Agreement are detected, access to the Webmaster’s account is immediately blocked, and all earned Remuneration received as a result of these violations is returned to the Advertiser. The webmaster is notified by the administration of the “COMPANY” about the decision. After blocking access to the account, the Webmaster is prohibited from creating/using other accounts on the Platform.
    9. Upon detection of violations of the requirements of the Agreement provided for in clauses 6.7.1–6.7.11 of the Agreement, the “COMPANY” has the right to collect a fine in the amount of 5% to 100% of the amount of Remuneration received as a result of these violations.
    10. Responsibility for compliance with the Rome legislation is borne by:
      1. when providing DATA by the Advertiser — the Advertiser;
      2. when providing DATA by the Webmaster, including those created (produced) by the Webmaster under the terms of the Offer, by the rightholder of DATA (Webmaster or Advertiser, depending on the terms agreed by them). The “COMPANY” is under no circumstances responsible for compliance with the DATA legislation.
  11. Dispute Resolution
    1. All disputes and disagreements are resolved by the Parties through negotiations.
    2. If the Parties have not settled the dispute through negotiations, it is subject to settlement by sending a claim. The Parties agree that the claim procedure is mandatory for all disputes between the Parties.
    3. The deadline for sending a response to a claim may not exceed 30 (thirty) calendar days.
    4. All claims of the Parties and responses to them are sent in writing to the e-mail address of the Party.
    5. Unresolved disputes under the Agreement are referred to the court at the location of the “COMPANY”.
  12. Force majeure circumstances
    1. The Parties are released from liability if the obligations are not fulfilled or performed improperly due to force majeure circumstances that arose after the conclusion of the Agreement, which the Party referring to such circumstances could not have foreseen and prevented by reasonable measures.
    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 actions, states of emergency, major strikes, epidemics, etc.), prohibitive measures of state bodies (prohibition of transportation, currency restrictions, international sanctions of the ban on trade, etc.).
    3. The Party referring to force majeure circumstances confirms such circumstances with documents issued by authorized state bodies or other admissible evidence.
    4. The Party referring to force majeure circumstances is obliged to notify the other Party as soon as possible.
    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.
  13. Validity of the Agreement
    1. The Agreement comes into force from the date of acceptance and is valid until terminated by the Parties or until the termination of the Agreement.
    2. The Agreement may be terminated:
      1. By mutual agreement of the Parties.
      2. At the initiative of the “COMPANY” in accordance with 3.4.3 of the Agreement, as well as in other cases provided for by this Agreement.
      3. At the initiative of the Webmaster.
    3. The “COMPANY” has the right to change the Agreement unilaterally. The changes come into force on the next day after the new version of the Agreement is posted on the Platform, and a corresponding notification is sent to the Webmaster.
    4. Using the Platform means that the Webmaster agrees to the new version of the Agreement. In case of disagreement with any provision of the Agreement and/or its appendices, the Webmaster is obliged to stop using the Platform.
    5. The “COMPANY” has the right to withdraw the offer. The Agreement is considered terminated from the moment of receipt of the revocation. The review is carried out by posting relevant information on the Platform.
    6. If during the last 6 months (180 days) the Webmaster has not used the Platform, namely, has not authorized on the Platform (login to the account), the “COMPANY” has the right to delete the Webmaster’s account.
  14. Final provisions
    1. The interaction between the Parties is carried out using the functionality of the Platform or the contacts specified by the Webmasters during Registration and (or) when using the Platform.
    2. In all matters not regulated by this Agreement, the Parties will be guided by the Legislation.