Rules of advertising services

Rules for Rendering of Advertising Services for Direct Advertisers

This document ("Offer") is Tapcore B.V. (trade register number: 64418464) with its registered office located at Schoolstraat 174, 2252 CN Voorschoten, Netherlands, the Netherlands (“Company") official proposal to enter into an advertising services contract between the Company and You (“Advertiser”) on the terms set out in the present Offer.

1. Terms and Definitions

1.1. Rules shall mean these rules regulating the procedure for rendering of advertising services and being an integral part of the Contract. The current version of the Rules is available at http://tapcore.com/en/adv/tos.

1.2. Company shall mean Tapcore B.V., registered address: Schoolstraat 174, 2252 CN Voorschoten, Netherlands.

1.3. Advertiser shall mean an individual or legal entity who have entered into the Contract with the Company for the Advertising materials placement through the Company’s System.

1.4. Parties shall mean the Company and the Advertiser.

1.5. Offer shall mean the Company’s proposal to enter into an advertising services contract between the Company and the Advertiser on the terms set out in the Offer available at http://tapcore.com/en/adv/offer.

1.6. Contract shall mean the contract under the terms and conditions of the Offer concluded between the Parties at the time of the Advertiser’s acceptance of the Offer.

1.7. Information Space shall mean mobile applications, websites, mobile sites and, software and other resources.

1.8. Information Space of the Company shall mean the Information Space, the rights to administering of which and/or the rights to the Advertising materials placement in which belong to the Company including the Partners’ Information Space with which the Company concluded the relevant agreements for the Advertising materials placement.

1.9. Placement Services shall mean the advertising services of the Company rendered to the Advertiser via the Company’s System. The types, content and procedure of the services cost generation shall be specified via email.

1.10. Company’s System (Tapcore) shall mean the hardware and software complex which provides the Advertiser with an opportunity to independently place, control and access the Statistics Data in respect of the Advertising materials.

1.11. Statistics Data shall mean the data on the Advertising materials placed through the Company’s System, the cost of the Placement Services in the Reporting Period and other data unilaterally established by the Company generated by the Company upon the results of automated check.

1.12. Reporting Period shall mean one (1) calendar month of the year. In this regard the first Reporting Period shall last from the moment of signing hereof till expiration of the first full calendar month. If this Contract has been terminated on any grounds the last Reporting Period shall be from the end of the last full calendar month till the moment of the Contract termination.

1.13. Active Link shall mean the text or graphic indicator contained in the Advertising materials of the Advertiser allowing shifting to the information resource of the Advertiser/the third parties by Click. Active link may be deemed any other way to shift to the information resource of the Advertiser/third party via the Advertising material placed in the Information Space of the Company.

1.14. Click shall mean each case when the Internet user shifts from the Information Space of the Company to the information resource of the Advertiser/third party by clicking on the Active Link.

1.15. Display shall mean placement and displaying of the Advertising materials of the Advertiser in the Information Space of the Company.

1.16. Action shall mean the action performed by the User and accounted by the Advertiser as the fact of services rendering by the Company.

1.17. Placement Location shall mean the location of the Information Space of the Company allocated for the purpose of placement of the Advertising materials provided by the Advertiser. The Placement Location shall be determined pursuant to the Auction conditions.

1.18. Auction shall mean the system which using certain algorithms in automated mode determines the conditions of the Advertising materials placement, including the location, time, cost and other conditions of the Advertising materials placement.

1.19. Advertiser’s System shall mean the hardware and software complex of the Advertiser developed for the Advertising materials placement.

1.20. Partner shall mean any party who have entered into a contract with the Company for the Advertising materials placement within its Information Space (“Partner’s Information Space”). In case of using in these Rules content of the terms not interpreted in section 1 and/or in the text of the Contract, such terms shall be interpreted based on the sense of the Rules text. In case of impossibility of clear interpretation, one should follow the terms interpretation with regard to the following priorities: firstly — the laws of England and Wales and international law standards, secondarily — the common practice of the terms using in the Internet.

2. Terms and Conditions of the Services Rendering

2.1. Preliminary procedure for coordination of the terms and conditions of the Advertising materials placement: (a) Selection by the Advertiser of the parameters of the Advertising materials placement offered by the Company’s System; (b) Check by the Company’s System of the Advertising materials for compliance thereof with the Company’s technical requirements.

2.1.1. The Advertising materials shall be placed in accordance with the terms and conditions of the Auction and provided that the Advertiser fulfils the obligation of payment for the Placement Services in the manner provided for the Contract and these Rules.

2.2. The Advertiser shall admit that within the framework of the Contract, the Information Space of the Company shall be just the location to display the Advertising materials, and the Company’s System shall be the facility (tool) for independent placement thereof.

2.3. The Company shall be entitled at any time, including prior to the placement, to check the compliance of the Advertising materials with the requirements of the Contract and these Rules and any other applicable laws and regulations, as well as other requirements unilaterally established by the Company. In case of revelation of violation of the above mentioned requirements by the Advertiser, the Company shall be entitled to reject the placement and/or terminate the Advertising materials placement without any compensation for the Advertiser’s losses at notice or without thereof.

2.4. The Advertising materials provided by the Advertiser and its content of the Internet Space to which the Active Link refers shall not (a) breach the terms and conditions of the Contract and any applicable laws or regulations including but not limited to the laws of the country for which Display of the Advertising materials provided by the Advertiser is planned, (b) contradict the Company’s internal policy, business interests, as well as the goals achieving of which the Company’s efforts are focused on.

2.5. The Parties shall admit that in case of a dispute in respect of proper rendering of the Placement Services, sufficient proof of the scope, cost of the Placement Services rendered and actual rendering of the Placement Services shall be the Statistics Data generated by the Company’s System.

2.6. The Company shall provide the Advertiser with the following ways of the Advertising materials placement and advertising campaigns management via email communication.

2.7. The Advertiser shall agree that the Partner in the Information Space of which the Advertising materials provided by the Advertiser are placed/have been placed may receive the information, including on Displays, Clicks and paid amounts specifying the Advertiser as purchaser of the services for placement of the Advertising materials in the Partner’s Information Space.

3. Cost and Procedure for the Services Rendering

3.1. The Placement Services cost shall be determined by the Company’s System using the Auction depending on:
- Placement location, time, volume of the Advertising materials;
- Other placement parameters established in the Company’s System for the purpose of determination of the Placement Services cost.
The placement parameters shall be regularly determined by the Company at its own discretion. The Advertiser shall agree with the ways of pricing determined by the Auction whereof the terms and conditions are described in the Internet at: http://tapcore.com/adv/rules .

3.2. The Advertiser shall receive an invoice via email and undertake to pay for the invoice within three (3) banking days from the date of issue of the same. The Company Services shall be paid for by money transfer to the settlement account of the Company.

3.3. The Advertiser shall agree that all the risks of losses when paying for the Company Services shall be the risks of the Advertiser.

3.4. The Advertiser’s duties of payment for the Placement Services shall be deemed performed from the moment of depositing of the money to the settlement account of the Company. A copy of a document with the bank mark proving the money transfer may be a confirmation of payment for the Company Services, at discretion of the Company. Besides, the Company shall be entitled to request for the original document proving the fact of payment.

3.5. The Advertiser shall agree that in case at the date of the Parties’ obligations termination or the Contract termination the amount of the Advertiser’s advance payment for the Placement Services exceeds the amount of actually rendered Placement Services, the difference between the specified amounts shall be recognized as the Advertiser’s advance payment for other services rendered by the Company under other (including future) contracts, except for the cases of written consent of the obligations termination or termination of the Contract concluded under different terms and conditions.

4. Rights and Obligations of the Advertiser.

4.1. The Advertiser shall be entitled:

4.1.1. To familiarize itself with the Statistics Data and control the Advertising materials placement.

4.1.2. To refuse the placement or suspend the materials placement subject to duly notification and compensation the Company for the losses incurred, as well as to fulfilment of other obligations provided for by the Contract and these Rules.

4.2. The Advertiser shall:

4.2.1. To observe the requirements of the Contract, these Rules and other requirements of the Company unilaterally established by the latter.

4.2.2. To pay for the Placement Services in the amount and in the manner established by the Contract and these Rules.

4.2.3. Not to place the Advertising materials violating the Contract and clause 2.4 hereof.

4.2.4. To have all the necessary licenses, permits and certificates and submit the duly certified copies thereof to the Company if the advertising object is subject to obligatory certification or licensing.

4.2.5. To use the Company’s System only for the purpose of the Advertising materials placement and exercising of other rights and duties provided to the Advertiser in accordance with the Contract and these Rules.

4.2.6. To compensate the Company and the Partners for the losses, including any court costs and recovered amounts in full, in case of payment thereof by the Company or the Partner in favour of the third parties, as a result of violation by the Advertiser of the terms and conditions of the Contract, these Rules and other rules established by the Company.

4.2.7. If a written request has been received from the Company and/or the Partner on compensation of any documented losses to the latter related with placement of the Advertiser’s Advertising materials such losses shall be compensated to the Partner without involving the Company.

5. Rights and Obligations of the Company

5.1. The Company shall be entitled:

5.1.1. To render the Placement Services to the Advertiser in accordance with the terms and conditions of the Contract, these Rules and other requirements established by the Company.

5.1.2. In case of claims of the state authorities on violation of the applicable laws or international laws standards, to transfer them the information on the Advertiser and the Advertising materials placed thereby.

5.1.3. To reject or suspend/terminate the Advertising materials placement in case of revelation that the Advertising materials subject to placement/placed materials violate clause 2.4 hereof.

5.1.4. To reject the Advertising materials placement of the Advertiser without assigning any reasons.

5.1.5. To unilaterally reject placement of the Advertising materials of the Advertiser and/or suspend the Advertising materials placement in case of the Advertiser’s arrear with payments for the previous placement.

5.1.6. To make changes in the Company’s System options, in particular, in the list of available Information Spaces of the Company, certain locations of the Advertising materials placement and other placement terms and conditions.

5.1.7. In case of violation by the Advertiser of the terms and conditions of the Contract and/or these Rules, to claim for compensation for the incurred losses in full.

5.1.8. To demand the Advertiser to compensate for the incurred losses, in case of payment thereof to the third parties as a result of violation by the Advertiser of the terms and conditions of the Contract and/or these Rules.

5.1.9. To unilaterally establish any restrictions for the scope of the rendered Placement Services.

5.1.10. To provide the Partners in the Information Space of which the Advertiser’s Advertising materials are/have been placed, with the data on the latter, if the Partner has received claims from any third parties, as well as instructions, warnings and other instruments of control bodies in respect of the content and/or placement of the Advertiser’s Advertising materials.

5.2. The Company shall:

5.2.1. In case of necessity to conduct unscheduled works on equipment and/or software caused by breakdown in the operation of equipment, software and other reasons, the Company shall be entitled to suspend rendering of the Placement Services for the time of the unscheduled works. Upon completion of the unscheduled works the Company shall continue proper rendering of the Placement Services, in accordance with the terms and conditions of the Contract and these Rules.

5.2.2. In case of revelation of the Advertising materials contradicting the terms and conditions of clause 2.4 hereof, to reject the placement and/or terminate the Advertising materials placement without compensation for the losses inflicted on the Advertiser.

5.2.3. To compensate the Advertiser for the incurred losses caused by the Company’s violation of the Contract and/or these Rules.

5.2.4. To ensure confidentiality of the information obtained from the Advertiser.

6. Liabilities of the Parties

6.1. The Company shall not be liable for failure to fulfil or improper fulfilment of the Contract and these Rules caused by breakdown of telecommunication and energy networks, effect of malicious software, as well as frauds of the third parties expressed in the actions focused on unauthorized access and/or crippling of the Company’s System.

6.2. The Advertiser shall unilaterally be liable for the content and authenticity of the information specified in the Advertising material, the advertised goods, works or services, content of the websites or web pages to which there are links in the Advertising material, for violation of the copyright and the associated rights, unauthorized using of the trademarks and other means of individualization.

6.3. The Advertiser shall confirm and be liable for validity and authenticity of the contact and other information contained in the Advertising material.

6.4. In case of claims of the third parties received by the Company and/or the Partner and related to violation by the Advertiser of their rights and legal interests, as well as receipt of prescriptions, notes of warning and other acts of supervising authorities in respect of the Advertising materials placed by the Advertiser, the latter shall undertake to settle them by its own efforts and at its own expense without engaging of the Company and/or the Partner.

6.5. In case of involving of the Company and/or the Partner in the court proceeding due to the fault of the Advertiser, as well as imposition of fines on the Company and/or the Partner by the supervising authorities, the Advertiser shall compensate the Company and/or the Partner for the losses so incurred in full, including court costs.

6.6. The Company shall not be liable for the consequences of using by the Advertiser of the cost of a Click/Display/Action hereunder offered by the Company’s System and selected by the Advertiser.

6.7. The Advertiser shall be liable for security of the assigned unique login and password for authorization in the Company’s System and undertake to compensate for any losses related to using of its unique login and password by the persons not authorized to act on behalf of the Advertiser.

6.8. In case of causing of losses to the Company and/or the Partner due to the fault of the Advertiser, the latter shall undertake to compensate for the caused losses in full.

7. Waiver of Guarantees

7.1. The Company’s System, Information Space of the Company shall function on the principle “as is”, that is without guarantees of quality and applicability for any obvious or expected goals. The Company shall not guarantee that the Company’s System, Information Space of the Company will work continuously and without errors, besides, the Company shall take all possible measures to ensure operability of the Company’s System and the Information Space of the Company. The Company shall not guarantee and shall not be liable for the location and time of the Advertising materials placement, performance of Clicks/Displays (or other Actions), as well as for the possible fact of failure to place the Advertising materials.

8. Confidentiality

8.1. Neither of the Parties shall be entitled, unless otherwise expressly provided by the Contract, to disclose or otherwise directly or indirectly disclose the information on any documents and information (including of legal, commercial, technical or organizational nature) at its disposal, received from any persons, or which becomes available in any way under the Contract or in the course of performance thereof.

8.2. Neither Party shall be entitled to use the information and the documents of confidential nature under the Contract and these Rules, independently or for personal purposes or for the purpose of deriving profit beyond the Contract performance.

8.3. For the purpose of the Contract and these Rules, the confidential information shall be understood as any scientific and technical, technological, commercial, organizational or other information which has actual or potential commercial value for the Parties to the Contract and the Rules due to its unavailability to the third parties which could get benefit of its disclosure or using, which does not have free access to on legal grounds, and in respect of which the protection measures adequate to its value are taken.

8.4. Either Party shall ensure observance of confidentiality by its employees, auditors, consultants, technical specialists and other persons engaged thereby due to conclusion and performance of the Contract and these Rules and shall be liable for observance of confidentiality thereby in respect of the received information.

8.5. The Advertiser shall be entitled to make a statement, including a public one, on the fact that the specified Parties have concluded the Contract, only after receipt of the written consent of the Company and without disclosure of its particular terms and conditions. Besides, the form and the content of such a statement shall be coordinated with the Company in writing.

8.6. The conditions stated in this section 8 shall not apply to cases stated in clauses 2.7, 5.1.10 of the Rules.

9. Miscellaneous

9.1. No Waiver. Failure or delay by the Company in exercising or enforcing any right or remedy it has under the Contract or at law shall not operate as a waiver of that or any other right or remedy, and shall not preclude or restrict any further exercise or enforcement by the Company of that or any other right or remedy

9.2. Relationship of the Parties. The Parties are independent contractors, and nothing contained in the Contract shall be deemed or construed to create an agency, joint venture, partnership, fiduciary or other similar relationship between the parties. There are no intended third party beneficiaries under the Contract.

9.3. Force Majeure. Neither party will be liable for failure or delay in performing its obligations due to causes beyond its reasonable control, including without limitation acts of God, terrorism, war, riots, acts of government, fire, flood, earthquake, electrical outages, failure of network connections, failure of telecommunications, failure of mobile service providers, or Internet service provider disruptions (including without limitation denial of service attacks).

9.4. Interpretations. Headings and captions are for convenience only and are not to be used in the interpretation of the Agreement.

9.5. All addendums, appendixes and agreements to the Contract shall be an integral part of the Contract.