Last updated: Aug 23, 2024
THE DEVELOPER TERMS AND CONDITIONS POSTED TO THIS WEBPAGE (“DEVELOPER TERMS”) ARE INCORPORATED INTO AND FORM A PART OF THE TAPRESEARCH MASTER TERMS AND CONDITIONS (THE “MASTER TERMS”). AS USED HEREIN, THE TERM “AGREEMENT” REFERS COLLECTIVELY TO THE MASTER TERMS, THESE DEVELOPER TERMS, AND THE DATA PROCESSING AGREEMENT (“DPA”). IN THE EVENT OF ANY CONFLICT BETWEEN THESE DEVELOPER TERMS AND THE DPA, THESE DEVELOPER TERMS SHALL CONTROL.
These Developer Terms are posted by TapResearch, Inc. (“TapResearch,” “we,” “us,” or “our”) and govern your use of the TapResearch platform (the “Platform”) for the purpose of making offers available in your Application(s) (as defined below).
BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MAKING OFFERS AVAILABLE VIA YOUR APPLICATION(S) AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH HEREIN. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOUR INCLUSION IN TAPRESEARCH’S DEVELOPER NETWORK (THE “DEVELOPER NETWORK”) IS CONDITIONED ON YOUR MEETING THE ELIGIBILITY REQUIREMENTS SET FORTH IN SECTION 2 BELOW.
Any capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Master Terms. Nothing herein is intended to limit the obligations in the Master Terms; however, in the case of a conflict between these Developer Terms and the Master Terms, these Developer Terms shall control.
1. Definitions
“Alternative Payment Service” means Developer’s service within each Application that allows Users to participate in Offers in order to receive incentives within the Application including without limitation virtual currency, unlocked content or features, level advancement, or additional strength, power, or life/lives.
“Application” means an online website or mobile application developed and offered by Developer, and approved by TapResearch, which meets the Eligibility Requirements set forth in Section 2 below.
“Completed Offer” means an Offer completed by a User, wherein the User provides a valid completion of the Offer and takes such other steps as may be required to complete the Offer, as determined by TapResearch in its sole discretion. For the avoidance of doubt, any Offer completions that are either partially or entirely fake, completed by anyone other than a User, or incomplete, as determined by TapResearch in its sole discretion, shall not be considered a Completed Offer.
“Developer Compensation” means the market rate of compensation paid to Developer by TapResearch in connection with Completed Offers. TapResearch does not pay a fixed amount per Completed Offer, but rather determines the amount to pay based on many variables in the market such as whether the Completed Offer is paid for by a third party or TapResearch, what type of offer it is, the type of Developer’s app, whether the Completed Offers meet the Offer provider’s requirements to be “qualified” or “unqualified”, and the different costs of developing and supporting different Offers in different types of Applications and more. The Developer Compensation is determined at TapResearch’s sole reasonable discretion.
“SDK” means the software development kit, the source and object code contained therein, and all associated documentation, including any and all modifications, improvements and updates thereof, provided by TapResearch to Developer for the purpose of making Offers available to Users through the Alternative Payment Service.
“Offers” means any and all surveys and other offer types and the like that are furnished by TapResearch to Developer, which are presented, offered and delivered to Users via the Alternative Payment Service within each Application. Each Offer will contain a number of survey questions or other actions to be determined by TapResearch in its sole discretion.
“TapResearch Audience API” means the API that may be made available by TapResearch to Developer to enable Developer access demographic data about Survey audiences.
“User” means a human end user of the Application who is not utilizing the Application via a robot or algorithm.
“User Data” means all data and information generated or otherwise collected in connection with the Offers and SDK.
2. Eligibility Requirements. Developer’s eligibility for participation in TapResearch’s “Developer Network” and ongoing eligibility to remain in the Developer Network is conditioned upon Developer meeting and continuing to meet the following minimum requirements (“Eligibility Requirements”). In the event that TapResearch determines, in its sole and absolute discretion, that Developer does not or no longer meets any of the Eligibility Requirements, TapResearch reserves the right to deny entry to, or immediately remove Developer from, the Developer Network.
The Eligibility Requirements include, without limitation, the following:
(a) Developer has submitted and received TapResearch’s written approval of Developer’s application for inclusion in the Developer Network (the “Program Application”), which approval shall be granted or withheld in TapResearch’s sole discretion;
(b) Developer is at least eighteen (18) years of age or a corporate legal entity in good standing;
(c) Developer has the necessary rights and authority to enter into and perform the obligations required of it under this Agreement;
(d) Developer is in compliance with all terms and conditions set forth in this Agreement;
(e) All information which Developer has provided to TapResearch, including but not limited to information provided in the Program Application and all other information about Developer’s business provided in connection with the Developer Network, including all relevant payment information (e.g., a W-9), is and will remain accurate, complete and current;
(f) Developer is the registered owner of the Application(s) listed on the Program Application, including all domain names;
(g) None of the Application(s) contain any unlawful, defamatory, offensive, libelous, harassing, abusive, fraudulent, pornographic or obscene content or material;
(h) Each Application(s) is technically and fully compatible with the Google Android (if deployed on Android) and/or the Apple iOS (if deployed on Apple iOS) operating system and delivery platform;
(i) Developer and its Application(s) are not subject to any pending lawsuits, fines, or government or regulatory actions;
(j) If Developer is permitted access to the TapResearch Audience API, Developer will only use any information obtained from the TapResearch Audience API for the sole purpose of improving Developer’s own products and services, and in no event shall Developer sell, transfer, or use any information obtained from the TapResearch Audience API for marketing purposes; and
Developer will provide TapResearch with any information, records, or materials that TapResearch requests to verify Developer’s compliance with the Eligibility Requirements and the terms and conditions of this Agreement.
TapResearch may also request at any time that Developer remove the SDK and/or Offers from certain Application(s), or cease accessing the TapResearch Audience API, with or without cause, and Developer will make commercially reasonable efforts to comply with all such requests.
3. Offers and Application.
3.1. Implementation of Offers. Developer will display all Offers through the Alternative Payment Service in accordance with this Agreement. Developer shall comply with any placement and delivery requirements, any requirements to implement code and any technical specifications that are provided by TapResearch at any time to enable proper display of the Offers. Any exceptions to the forgoing requirement must be approved by TapResearch in writing. Developer will be solely responsible for any and all costs Developer incurs for the display of the Offers in accordance with such specifications and for any programming related to the same which Developer elects to undertake. Subject to the terms of this Agreement, Developer shall have a non-exclusive, revocable and limited right during the Term, to use the SDK solely for purposes of implementing the Offers within its Application as set forth in this Section 3.1. TapResearch reserves the right to update the SDK from time to time, in its sole discretion. To the extent necessary, Developer will update its Application with the latest SDK, within ten (10) days of its receiving notice of such updated SDK or within a commercially reasonable timeframe. Developer understands that a failure to update an Application with the latest SDK may result in such Application being incapable of rendering Offers.
3.2. Use Restrictions. Unless TapResearch approves specifically in writing: (i) Developer may only use the SDK as provided by TapResearch, without modification; (ii) Developer shall not modify or alter the content, text or appearance of any Offers, or aggregate the Offers with other offers (e.g., by creating an aggregate offerwall that combines Offers with other offers); (iii) Developer shall not make available other offers (whether its own or from third parties) similar to the Offers in connection with any Application that provide incentives to Users in exchange for acting upon such promotional offers; and (iv) Developer may not provide the SDK or disclose its contents to any third party nor implement the SDK in any applications other than the Application(s) without TapResearch’s prior written approval.
4. Payment.
4.1. Payment Terms. Subject to the terms of this Agreement, for each Completed Offer received by TapResearch, TapResearch shall pay Developer the Developer Compensation: (a) on a monthly basis, and (b) within ninety (90) days following the last day of each calendar month period during which the Completed Offer was received by TapResearch; provided, however, that amounts payable of less than $250 will be held until amounts due to Developer equal or exceed $250. Developer shall be solely responsible for the payment of, and shall pay when due, all applicable federal and state taxes, including any sales, use, excise or transfer taxes and other taxes associated with payments to Developer under this Section 4 (except for taxes assessed on TapResearch’s net income), and shall indemnify TapResearch for all costs, losses, liabilities and expenses, including penalties, arising from any failure to do so. Further, TapResearch will provide a monthly statement to Developer that documents the calculation of the Developer Compensation due to Developer based on the number of Completed Offers. Developer further agrees that TapResearch shall have no obligation to issue the Developer Compensation to Developer if TapResearch has not received remittance from the applicable Offer sponsor of all amounts due to TapResearch. In the event of such non-payments or bad debts, TapResearch reserves the right to offset future Developer Compensation payments to Developer or invoice Developer for such amount owed in its sole discretion.
4.2. Fraud and Incompleteness. TapResearch shall not be obligated to pay Developer for any fraudulent actions generated by any person, bot, automated program or similar device in connection with any Offers, as determined by TapResearch in its sole and absolute discretion. Developer shall use its best efforts to promptly notify TapResearch of such fraudulent activity. Additionally, TapResearch will have no obligation to make any payments to Developer based on incomplete Offers (i.e., those that are not Completed). Developer will forfeit and (if applicable) have offset any payments made which are determined by TapResearch (in its sole and absolute discretion) to have been generated by Developer or from the Application(s) in violation of these Terms or other policy or guidelines established by TapResearch.
5. Compliance with Laws.
Without limiting anything in the Master Terms, Developer represents and warrants that: (a) it will display the Offers and provide any data to TapResearch as required under this Agreement; (b) the Application(s) (i) are and will be in compliance with all applicable local, state, national and international laws, rules and regulations, and contractual obligations between Developer and any third party; and (ii) do not and will not violate any third party’s intellectual property or proprietary rights; (c) Developer will not, will not agree to, and will not authorize or encourage any third party to: (i) interfere or attempt to interfere with the proper working of the Alternative Payment Service or prevent others from using the Alternative Payment Service; or (ii) use the Alternative Payment Service or SDK for any fraudulent or unlawful purpose. Violation of any of the forgoing may result in immediate termination of this Agreement at TapResearch’s sole discretion. TapResearch reserves the right, but will have no obligation, to review Developer’s display of the Offers and/or use of the SDK and to use the Application(s) at any time in its sole discretion, in order to determine whether a violation of this Agreement has occurred or to comply with any applicable law, regulation, legal process, or governmental request.
6. Privacy.
The parties also acknowledge and agree that with regard to the control and processing of usage data, demographic data, and compilations thereof, as well as any other personal data elements within the TapResearch materials, both TapResearch and Developer are, as applicable, controllers (i.e., “Co-Controllers”) and Developer and TapResearch are, as applicable, both processors (“Co-Processors”), as such terms are defined under the Data Protection Laws and Regulations (as defined below).
As applicable, TapResearch and Developer shall control and use personal data in accordance with the requirements of Data Protection Laws and Regulations. TapResearch and Developer shall have responsibility for the accuracy, quality, appropriateness and legality of any such personal data and the means by which the other, as processor, acquires any such personal data. If the parties have not executed a separate data processing agreement, TapResearch’s form of data processing agreement (with the qualification that each, as applicable, are “Co-Controllers”) shall apply to any personal data processed by the other at the direction of the applicable Controller, as set forth in the DPA.
“Data Protection Laws and Regulations” means all laws and regulations, including laws and regulations of the United States, European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, applicable to the processing of personal data under this Agreement, including without limitation CCPA, UK GDPR and GDPR.
7. Ownership.
Developer acknowledges that TapResearch will provide Offers for display on the Application(s) pursuant to this Agreement. Developer agrees that it will use any data (including any usage data and compilations thereof), information or software provided by TapResearch to Developer only for the purpose of displaying Offers for TapResearch on the Application(s) as set forth in this Agreement. As between the parties, TapResearch and its licensors will exclusively own and retain all rights, title, and interest in and to: (a) all Offers, (b) the SDK, (c) any usage data and compilations thereof and any User Data collected through the Offers and SDK, and (d) all intellectual property and other proprietary rights related thereto. As between the parties, Developer and its licensors will own and retain all rights, title, and interest in and to: (1) the Application(s), excluding the SDK; (2) the “Quick Questions” survey along with any data resulting therefrom; and (3) Any other intellectual property that is identified in writing by the parties, and expressly agreed to by the CEO of TapResearch. No rights or licenses, are granted by TapResearch or its licensors under this Agreement except as expressly set forth in this Agreement, and TapResearch hereby reserves all rights not granted herein.
8. Term and Termination.
8.1 Term. This Agreement will begin upon the Effective Date; provided, however, that TapResearch’s obligations hereunder shall not begin and shall be wholly conditioned on TapResearch’s acceptance of Developer’s Program Application, Developer’s satisfaction of the Eligibility Requirements described above, and Developer’s agreement to and compliance with this Agreement
8.2 Termination. This Agreement will end upon the earlier of (i) when terminated by either Developer or TapResearch pursuant to this Agreement; or (ii) when the then current term expires (the “Term”). If not otherwise terminated under this Section 8, the Agreement will have an initial term of one (1) year, and will automatically renew for additional one-year terms upon each anniversary of the Effective Date unless either party gives written notice of non-renewal on or before thirty (30) days before the end of the then current term. TapResearch may terminate this Agreement at any time for any reason or for no reason upon notice to Developer, including but not limited to: (a) actual or suspected failure to meet the Eligibility Requirements; (b) actual or suspected violation of Section 5 (Compliance with Laws); (c) failure to generate at least twenty-five ($25.00) in Developer Compensation, in the aggregate, over the course of six (6) consecutive months; or (d) any other actual or suspected violation of this Agreement.
Either party may terminate this Agreement in the event of the other party’s breach by providing notice in writing within thirty (30) days, and in the event the breaching party fails to cure such breach within such thirty (30) day period, the contract will immediately terminate at the expiration of such thirty (30) day period.
Upon termination of this Agreement, Developer may, except as otherwise provided herein, receive payments owed to Developer up to the effective date of termination. In addition, upon any termination, all license rights and other privileges granted to you herein shall terminate immediately, and Developer shall immediately cease any and all use of the SDK.
9. Changes.
TapResearch shall have the right to, in its sole discretion and at any time, modify, alter, or change these Developer Terms and/or to cease its operation of the Developer Network.
