Formal Offer

Revision 1 of
September 1, 2015

To become a Tapcore service (hereinafter referred to as the Tapcore Service) user, you have to read and understand the conditions of this User Agreement. You can not use the Tapcore Service unless you have accepted the conditions of this User Agreement.

This User Agreement is a formal offer and it becomes effective for the parties after they act as envisaged by Section 3 of the User Agreement, which means full and unconditional acceptance of all conditions of this User Agreement.

Tapcore Online Service
User Agreement

The User Agreement (hereinafter referred to as the Agreement) defines relationships between Tapcore B.V., acting as an administrator of the Tapcore Service and hereinafter referred to as the Administrator, and a person or an entity hereinafter referred to as the Tapcore Service User who accepted a formal offer to enter into this Agreement. The Administrator and the Tapcore Service user shall be jointly referred to as the Parties and individually as a Party.



1.  Terms and definitions used in the Agreement

1.1. "Resource" means a web-site in the Internet containing graphic, textual, audio, video and/or other information in digital form and belonging to the Administrator, or administered by the same.

1.2. "Tapcore Service" is general name of a software (used in combination of a PC software and a database that contains graphic, textual, audio, video and/or other information in digital form and that can be referred to as SDK in this Agreement) owned by the Administrator.

1.3. "Tapcore Service User" means an entity or a person who received a Tapcore Service User status and has a unique account at the Resource containing the Tapcore Service and uses Tapcore Service in accordance with the conditions of this Agreement;

1.4. "User Registration in Tapcore Service" means an activity by any third party (Internet users) intended to get the status of a Tapcore Service User, which allows using Tapcore Service capabilities provided to Tapcore Service Users.

1.5. "My Account" means a web-page at the Administrator's web-site containing information on Tapcore Service User activity, enabled options, anticipated Tapcore Service User fee, as well as any other statistic information required by the User to use the Tapcore Service;

1.6. Advertiser means a person or an entity who has entered into an agreement with the Administrator to be provided with advertising services by the latter in the Internet; 

1.7. "Territory" includes the territory of the whole world unless additionally agreed in Annexes hereto;

1.8. "Statistics System" is an informational block located at the Resource and reflecting real-time information on settings made to software administered or owned by Tapcore Service Users with integrated SDK (hereinafter referred to as the User Software) on Google Play platforms, Amazon and any other platforms and services providing digital distribution (hereinafter referred to as the Platforms). The list of Platforms can be modified and supplemented by Tapcore Service Users in the section used for Tapcore Service Platform selection. User software shall be registered in the Tapcore Service and adapted pursuant to its requirements. The statistics system reflects Platforms enabled by the Tapcore Service User for advertising campaigns undertook by the Administrator, conditions of advertising campaigns, and anticipated fee of the Tapcore Service User for using User Software in advertising campaigns held by the Administrator. The statistics system suggests error of max. 20% for displayed informational data;

1.9. "Reporting period" means one calendar month.

1.10. "Report" means a reference document provided by the Administration to Tapcore Service Users and compiled based on the Tapcore Service User anticipated fee for using User software in advertising campaigns undertook by the Administrator, and actual money received from Administrator advertisers for Administrator's benefit.

2.  Scope of the Agreement

2.1. In accordance with this Agreement, the Tapcore Service User agrees to non-exclusively deliver advertising services for the Administrator among Software users within the territory and during the term of this Agreement, in accordance with the procedure and under the conditions as envisaged hereby;

2.2. The parties of this Agreement agree that the result of service delivery the Tapcore Service User to the Administrator shall be money received from Administrator advertisers to the Administrator's settlement account;

2.3. Advertising services delivered by the Tapcore Service User hereunder shall consist in integration of Tapcore Service into the SDK user software in order to show static and dynamic advertisements provided by the Administrator (advertising campaigns) on devices with User software installed, both individually and in combination with User software;

2.4. The Tapcore Service User shall independently select the conditions of Administrator's advertising companies by using the Tapcore Service and observing rules and requirements of Platforms selected for such campaigns;

2.5. The Administrator shall pay a fee for services delivered hereunder upon the conditions as specified in Section 5.

3.  Agreement Conclusion and Amendment Procedure

3.1. This Agreement shall be concluded by the Tapcore Service User, e.g, its full acceptance of the Agreement, when a person wishing to get a Tapcore Service User status registers in the Tapcore Service (Administrator Resource);

3.2. The latest applicable revision of this Agreement and Annexes hereto can be found at the Resource containing the Tapcore Service at www.tapcore.com;

3.3. The Administrator shall be entitled to amend this Agreement by publishing notifications thereof at the Resource within 10 (ten) days prior to such amendments coming into effect. The Administrator guarantees and acknowledges that the current revision of this Agreement shall become effective immediately after its approval. The approval date is given in the top right corner of the Agreement's first page.

4.  Rights and obligations of the parties

4.1. The Administrator shall be obliged to:

4.1.1. Provide the Tapcore Service User with materials and information to fulfill its obligations hereunder, including as follows:

- Limited access to the Tapcore Service management system (My Account) allowing the Tapcore Service User to get SDK and set it up within the algorithm integrated by the Administrator.

- Limited access to the Tapcore Service informational statistics system allowing the Tapcore Service User to get real time information on static and dynamic advertisements provided by the Administrator on devices with installed user software and anticipated Tapcore Service User fee for fulfilling its obligations hereunder. The statistics system shall be updated at least once a week;

- The possibility to download Tapcore SDK Service and its integration into the user software exclusively for the purposes of this Agreement;

- The possibility for its Customers using the user software of user disabling of Tapcore service on individual client devices

4.1.2. Provide the Tapcore Service User with a Report within 5 (five) calendar days after the end of the Reporting Period (one month);

4.1.3. Act as necessary to pay fees to the Tapcore Service User in due time by observing the provisions of Section 5 of this Agreement.

4.2. The Administrator shall be entitled to:

4.2.1. Get familiar with the progress of Tapcore Service user activity and delivery of services at any time without interrupting its administrative and business activity.

4.2.2. Similarly interact with other Tapcore Service users;

4.2.3. Process information provided by the Tapcore Service User in order to fulfill its obligations hereunder;

4.2.4. Suspend fee payment to the Tapcore Service User for a specific period until clarifying circumstances when the Tapcore Service User has violated conditions of this Agreement and to block the access to My Account due to the above reasons;

4.2.5. The Administrator shall be entitled to refuse registration to a potential Tapcore Service User with no explanation.

4.3. The Tapcore Service User shall be obliged to:

4.3.1. Deliver services for the Administrator in accordance with obligations taken hereunder;

4.3.2. Abstain from violating regulations and rules applicable within the territory where advertising services are delivered to the Administrator, and also from offending morality, honor and dignity, rights and law-protected interests of any third parties;

4.3.3. Not to violate, distort or otherwise modify materials and information, including Tapcore Service SDK provided by the Administrator for fulfilling its obligations hereunder;

4.3.4. Observe the rules of Platforms providing digital distribution of User Software when using capabilities provided by the Tapcore Service;

4.3.5. Provide the Administrator with information necessary to fulfill its obligations hereunder;

4.3.6. Notify the Customers using the user software about the possibility of user disabling of Tapcore service on individual client devices.

4.3.7 Not to send Internet users any obtrusive or non-requested advertisement and correspondence (including spam, chain letters) containing materials and information provided by the Administrator that can be directly or indirectly associated with the Administrator/Resource/Tapcore Service;

4.3.8. Not to use the Tapcore Service in such fashion that may directly or indirectly:

4.3.9. Advertise the Resource and/or the Tapcore Service;

4.3.10. Send the Administrator a written claim by mail within 5 (five) banking days in case of any objections concerning the report data provided by the administrator (or inconsistency with the Statistics system date). After obtaining written claims, the Parties shall execute a Statement of Disagreements and/or a Reconciliation Statement;

4.3.11. Inform the Administrator within 7 (seven) calendar days after modifying its name or address of location, if applicable, or any other details (including banking details) in the My Account section.

4.4. The Tapcore Service User shall be entitled to:

4.4.1. Get Tapcore Service SDK (including its downloading from the Resource), in Tapcore Service SDK with the User Software and set it up under the algorithm integrated by the Administrator;

4.4.2. Get access to the Tapcore Service informational statistics system through My Account allowing the Tapcore Service User to get real time information on static and dynamic advertisement provided by the Administrator on devices with installed user software and anticipated Tapcore Service User fee for fulfilling its obligations hereunder.

5.   Fee and settlement procedure

5.1. The fee due to the Tapcore Service User shall be calculated based on the information on payments actually made by Advertisers and received by the Administrator, which shall be reflected in the Report under a separate item;

5.2. A Tapcore Service User fee for the Reporting Period shall be paid in RUR and equals 70% of payments actually made by Advertisers and received by the Administrator, minus payment system commission fees, banking expenses, Platform commission fees (if applicable) and other expenses specified by the Administrator in the Report and made in order to fulfill obligations hereunder;

5.3. A Tapcore Service User fee hereunder shall be transferred by the Administrator to the banking account specified in My Account within 5 (thirty) calendar days after the period allocated for providing claims for Report data in accordance with 4.3.9 of this Agreement has expired. The fee as specified in this section shall be paid upon an Invoice issued by the Tapcore Service User and formed on the basis of the Report provided by the Administration;

5.4. If the last day of fee payment to the Tapcore Service User is a holiday or a day-off, the payment shall be made on the following working day;

5.5. The Tapcore Service User shall independently make all applicable payments to respective budgets in relation to getting a fee as envisaged by the law of the country where the Tapcore Service User is located.

5.6. Any expenses incurred by the Tapcore Service User when fulfilling its obligations hereunder shall be included in the fee and are not subject to extra compensation;

5.7. The date of Administrator fulfilling its obligations shall be the date when money are written off from the Administrator's settlement account;

5.8. The Parties have agreed that the payment of amounts below USD 100.0 (one hundred) shall not be made, since the payment is made when the Tapcore Service User fee will be equal or exceed USD 150.00 (one hundred fifty) after two or more Reporting periods. If no payments were made by Administrator's advertisers during the Reporting period, the services shall be deemed non-delivered and the fee for a Reporting period shall be USD 0.00 (zero).

6.  Liability of the parties and dispute settlement procedure

6.1. In case the Tapcore Service User violates and conditions of sections 4.3.2., 4.3.3. and 4.4.4. of this Agreement, the Tapcore Service User shall pay a fine of USD (500.00) upon the Administrator's request. If the Tapcore Service User violates the conditions of this Agreement, both given above and any others, the Administrator shall be entitled to block the money specified as anticipated fee of the Tapcore Service User in My Account and terminate this Agreement at its sole discretion.

6.2. Neither party shall bear responsibility for full or partial non-fulfillment of any of its obligations hereunder, if such non-fulfillment is caused by a force-majeure circumstance. Such circumstances may include: flood, fire earthquake and other acts of God, war and war actions, riots, decisions of authorities coming into effect after signing this Agreement. If any of the above circumstances has a direct impact on fulfillment of obligations hereunder, the period of fulfilling such obligations shall be shifted in proportion to the period when such circumstance was in fore. The party who is incapable of fulfilling its obligations shall immediately inform the other party in written on occurrence, suggested duration and termination of the above circumstances. Facts given in such notification shall be confirmed by an independent competent authority or organization. Failure to notify or untimely notification shall deprive the Party of the right to refer to any of the above circumstance as a basis for releasing it from liability for non-fulfillment of obligations.

6.3. The Tapcore Service User shall bear sole responsibility to the Platforms providing digital distribution of the User Software, for compliance of Tapcore Service settings with the rules and requirements of such Platforms.

6.4. In case any third party raises a claim towards the Administrator in relation to using the Tapcore Service by the Tapcore Service User in such a fashion that is directly or indirectly prohibited by the Platforms or any other means of locating User Software, the Tapcore Service User agrees to bear sole responsibility for violating its obligations by reimbursing all costs incurred by the Administrator in respect to the above claims.

6.5. The Parties shall bear responsibility for non-fulfillment or improper fulfillment of their obligations hereunder in accordance with the applicable law as agreed by the parties in Section 9.1.

6.6. Any disputes and disagreements of the Parties under or in relation to this Agreement that are not settled by means of negotiations shall be settled in the court of competent jurisdiction.

7.  Confidentiality and personal data of the parties

7.1. Conclusion of this Agreement shall not be considered by the Parties as confidential information.

7.2. The Parties agree not to disclose the information concerning the conditions of this Agreement, as well as any other information received by the Parties during fulfillment of its obligations hereunder unless when a Party must provide such information in accordance with the law as agreed by the parties in Section 9.1.

7.3.    To get a Tapcore Service User status, a registration form shall be filled out to indicate:

After registration, a letter containing an activation link is sent to the e-mail address specified by the Tapcore Service User in the registration form (request). If the request is approved by the Administrator within 7 (seven) calendar days after its submitting and a new Tapcore Service User passes approval and is approved, the Tapcore Service User is notified correspondingly. For further using the service, the Tapcore Service User shall specify as follows in My Account:

7.4. The Tapcore Service User acknowledges that is bears full responsibility for any actions made by using My Account of Tapcore Service SDK and for any consequences that could be caused by such use.

7.5. The Tapcore Service User shall entitle the Administrator to use any data specified in the Tapcore Service registration form to fulfill its obligations hereunder and acknowledges that data provided are known to general public and are used for establishing new legal relations.

8.  Term and termination

8.1. This Agreement shall become effective after the Tapcore Service User fulfills obligations as envisaged by Sections 3.1 and 7.3 of this Agreement and shall be effective until the Parties choose to terminate it in accordance with its conditions.

8.2. Early termination of this Agreement shall be possible in the following cases;

8.3.   Any obligations of the parties occurred prior to termination of this Agreement shall be in force until their fulfillment.

9. Miscellaneous

9.1. As for anything not explicitly stipulated in this Agreement, the Parties shall be governed by the law of the Netherlands.

9.2. This Agreement is made and accepted in a hard copy with a number of counterparts necessary to implement rights and obligations occurred in relation to its acceptance by the Parties.

9.3. The Parties represent that they fully understand the conditions of this Agreement in terms of its scope, and these conditions supersede all written and/or oral covenants related to the scope of this Agreement.

9.4. The Tapcore Service User shall not be entitled to transfer its rights and obligations hereunder to any third parties without documented consent of the Administrator.

10. 3rd party services

10.1. We may hire other companies to perform certain business related functions such as processing payments on our behalf. Our payment processing partner may request that you provide certain personal data (e.g., a valid government issued ID, your legal name, address, and data of birth) for the purpose of making payment through its financial institutions and complying with any federal and state laws and regulations. They may also communicate directly with you regarding any issues with a payment. Any information provided to our third party will be confidential and only be used for intended purposes.

DETAILS

Tapcore B.V.

Address: Schoolstraat 174, 2252 CN Voorschoten, Netherlands