Revision of: January, 2017
1.1 This Agreement forms a legally binding contract between you and Tapcore B.V. in relation to your use of Tapcore’s services (hereinafter – the ‘’Services’’/ ‘’Tapcore Services’’) and governs basic principles of your cooperation with Tapcore while you use the Services.
1.2 The Service is owned and provided to you by Tapcore B.V.
1.3 This License Agreement may contain references to another documents available at www.tapcore.com, which may be an integral part of this Agreement.
1.4 If you want to use Tapcore Services you have to accept this Agreement, the Tapcore SDK license agreement as well as any other documents, which may be published at www.tapcore.com.
2. Accepting this Terms of Service
2.1 In order to use the Service, you must first agree to this Terms of Service as well as any respective documents, which are an integral part of this Agreement. You may not use the Service if you do not accept them.
2.2 Once you register an account on www.tapcore.com you agree to this Agreement.
2.3 You may not use the Service and may not accept this Terms of Service if you are a person barred from using the Service under the laws of the United States, EU or other countries, including the country in which you are resident or from which you use the Service.
2.4 If you are agreeing to be bound by this Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have the requisite authority, you may not accept this Agreement on behalf of your employer or other entity.
2.5 By using the Service, you agree that you will comply with all pages, schedules, policies, guidelines, specifications, user manuals, and supporting materials that we make available to you as well as with any other documents and materials referenced in this Agreement (collectively, “Operational Documentation”).
3. General description of the Services
3.1 The Tapcore Services allow to show advertisement within Android-apps (including your apps), which were downloaded in an inappropriate manner from different mobile stores and make it available in users’ devices while apps using.
3.2 The goal of the Services is to make Tapcore partner’s advertisement available for the end users in order to provide you an opportunity to monetize your apps.
3.3 Once you start to use the Services, you must implement the SDK, developed and owned by Tapcore, onto your app.
3.4 Implemented SDK allows us to track your apps (including your apps), which were downloaded in an inappropriate manner.
4.1 Once you decided to use the Services you have to register an account.
4.2 We may evaluate your mobile app and notify you of its acceptance or rejection. We may reject your mobile app if we determine that your app, information and/or actions is unsuitable. We may deny an access or block your account if we detect, that you and/or your app (included but not limited to):
- promote or contain sexually explicit materials;
- promote violence or contain violent materials;
- promote or contain libelous or defamatory materials;
- promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;
- promote or undertake illegal activities;
- include any trademark of Tapcore or its affiliates, or a variant or misspelling of a trademark of Tapcore or its affiliates, in any domain name, subdomain name, or in any username, group name, or other identifier on any social networking site; or
- otherwise violate intellectual property rights or any applicable laws and regulations;
- if your mobile appl conflicts with Tapcore internal guidelines.
4.3 If we reject your mobile app you are welcome to reapply at any time. However, if we accept your mobile app and we later determine that your actions are unsuitable, we may terminate this Agreement.
4.4 You will ensure that the information in your mobile app and otherwise associated with your account, including your email address and other contact information, banking details and identification data, is at all times complete, accurate, and up-to-date.
4.5 We may send notifications (if any), approvals (if any), and other communications relating to the Service and this Agreement to the email address then-currently associated with your account.
4.6 You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
4.7 Any activities accomplished in your account are treated as accomplished by you.
4.8 You agree that your app complies with any applicable laws. If, for any reason, you cannot comply with this requirement, you must notify us.
5. Fees and payments
5.1 We will pay you advertising fees on Qualifying Payments in accordance with Section 8. Subject to the exclusions set forth below, a “Qualifying Payments” occurs when (a) our partner’s materials were displayed at user’s devices while using your app; (b) we received a remuneration from our partners upon displaying their advertisement within apps (including your apps), which were downloaded in an inappropriate manner; (c) the Approval Period is expired.
"Approval Period" shall mean approximately 30 (thirty) - days period from the payment date, which is necessary to verify the payment and prevent any fraudulent actions and unverified payments.
Qualifying Payments exclude, and we will not pay advertising fees on any of the following (including but not limited to):
- for any advertising materials displaying, that is not correctly tracked or reported;
- any payments violate the terms of this Agreement;
- any materials displayed after termination of this Agreement;
- any payment that is canceled or returned;
5.2 Remuneration is payable to you upon Tapcore receives remuneration from its partners upon displaying their advertisement within apps (including your apps), which were downloaded in an inappropriate manner.
5.3 All payments shall be made in accordance with Tapcore’s statistics. Statistics is available in your own account, which you must register to use the Services and get fees from Tapcore.
5.4 We will pay you advertising fees on a monthly basis for Qualifying Payments in a given month, subject to any applicable withholding or deduction described below. We will pay you approximately 45 (forty five) days following the end of each calendar month using the payment method you choose in your account. If you have not selected one of the payment methods, we will withhold any unpaid accrued advertising fees until you have done so.
5.5 If you have not earned any advertising fees in the 3 years prior to any given calendar month, then on the first day of that calendar month we may charge you an account maintenance fee that will be deducted from your unpaid accrued advertising fees. That account maintenance fee will be the lesser of $10 or the amount of unpaid accrued advertising fees in your account. Further, any unpaid accrued advertising fees in your account may be subject to escheatment under state law. We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under this Agreement. Payments made to you, as reduced by such deductions or withholdings, will constitute full payment and settlement to you of amounts payable under this Agreement.
5.6 From time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we may (in addition to any other rights or remedies available to us) withhold your advertising fees until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information. For clarity, you are solely responsible for the payment of any applicable taxes (including VAT) due to your place of residence/respective legislation and tax authorities request in order to comply with any applicable laws and regulations.
6. Limited License
6.1 Subject to the terms of this Agreement and solely for the limited purposes stated herein, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to use the Service in accordance with documents available at www.tapcore.com and with our guidelines.
6.2 Subject to the Services providing, you grant us limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) use you company name (b) use your logos and your app content (c) your app.
6.3 The licenses set forth in this Section 7 will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Agreement or otherwise upon termination of this Agreement.
In addition, we may terminate the license set forth in this Section 7 in whole or in part upon written notice to you.
7. Reservation of Rights; Submissions
7.1 Other than the limited licenses expressly set forth in Section 7, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in or to, the Service, its content, any domain name owned or operated by us or our affiliates, any documentation, our and our affiliates’ trademarks and logos, and any other intellectual property and technology that we provide or use in connection with the Service (including any Service interfaces, SDK, libraries, sample code, and related materials).
7.2 If you provide us or any of our affiliates with suggestions, reviews, modifications, data, images, text, or other information or content in connection with this Agreement or your using of the Services (collectively, “Your Submission”), you hereby irrevocably assign to us all right, title, and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a perpetual, paid-up royalty-free, non-exclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner; and (z) our and our sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission.
8. Compliance with Laws
8.1 In connection with your using of the Services you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you, including laws ( national, state, or otherwise) that govern our partnership and your app distribution.
9. Term and Termination
9.1 The term of this Agreement will begin upon our acceptance of your mobile app and will end when terminated by either you or us. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination.
9.2 Upon any termination of this Agreement, any and all licenses will automatically terminate and you will immediately stop using the Service and Tapcore trademarks/logos (if any) and promptly remove from any site and delete or otherwise destroy any materials provided or made available by or on behalf of us to you under this Agreement or otherwise in connection with the Service.
9.3 We may withhold accrued unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns).
9.4 Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 8.1, 11.1, 12.1, 14.1, 14.2, 14.3, together with any accrued but unpaid payment obligations of us under this Agreement, will survive the termination of this Agreement.
9.5 No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.
10.1 We may modify any of the terms and conditions contained in this Agreement (and any Operational Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Operational Documentation on the Tapcore site or by sending notice of such modification to you by email to the email address then-currently associated with your account (any such change by email will be effective on the date specified in such email and will in no event be less than two business days after the date the email is sent). Modifications may include, for example, changes to payment procedures, and other Service requirements.
10.2 IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USING OF THE SERVICE FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE TAPCORE SITE OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
11. Relationship of Parties
11.1 You and we are independent contractors, and nothing in this Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.
12. Limitation of Liability
12.1 WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, OPERATIONAL DOCUMENTATION, THE TAPCORE SITE, SDK, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, THE TAPCORE SITE, SDK AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
13.1 THE SERVICE, THE TAPCORE SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE TAPCORE SITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, TAPCORE DOMAIN NAME, OUR AND OUR AFFILIATES’ TRADEMARKS AND LOGOS (INCLUDING THE TAPCORE TRADEMARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE SERVICE (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS.” NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE.
13.2 WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE, CONTENT, OPERATIONAL DOCUMENTATION, THE TAPCORE SITE, OR THE SERVICE, TAPCORE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (A) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (B) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USING OF THE SERVICE, OR (C) ANY TERMINATION OF THIS AGREEMENT OR YOUR USING OF THE SERVICE.
14.1 Any dispute relating in any way to the Service or this Agreement will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify.
The LCIA and the laws of England and Wales, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us.
14.2 There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
14.3 Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Service and its content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
15.1 You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
15.2 Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
15.3 In the event of any conflict between this Agreement and the Operational Documentation or any other documents, this Agreement prevails.
15.4 Whenever used in this Agreement, the terms “include(s),” “including,” “e.g.,” and “for example” mean, respectively, “include(s), without limitation,” “including, without limitation,” “e.g., without limitation,” and “for example, without limitation.”
15.5 Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement, may be made, taken, or given in our sole discretion.
15.6 All non-public information provided by us in connection with the Agreement is considered confidential information, and you will maintain the same in strict confidence and not disclose the same to any third party (other than your affiliates) or use the same for any purpose other than your performance under Agreement, which restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties.
Only the English version of this document has legal effect. Any translations of this document to other languages are provided for your convenience only
Tapcore contact details:
Schoolstraat 174, 2252 CN Voorschoten, Netherlands