TapSouq Terms of Service

This TapSouq Terms of Service (“Agreement”) between You and TapSouq Co, constitute the terms and conditions for Your use of the TapSouq ads exchange service. The Ad Serving and Ad Exchange Services are collectively referred in this Agreement as the “Services” and individually, as a “Service.” “You” or “Your” means you or any other person or entity identified in any Service account on whose behalf you are authorized to act.

By creating any Service account via the online user interface provided by TapSouq for accessing the Services (“TapSouq UI”), or by otherwise accessing or using any of the Services, You agree that You have the authority to bind and You agree to be bound by the terms of this Agreement. If You do not agree to the terms of this Agreement, do not create a Service account, or access or use any Service. This Agreement does not alter in any way the terms or conditions of any other agreement You may have with TapSouq for products, services or otherwise.

  1. Description of Services.
    1. The AdExchange service allows You, as a developer, to exchange ads with other developers.
    2. The Ad Serving Service allows You as a developer to directly source, and provide to TapSouq, ads from third-party advertisers (“Advertisers”), or Your own ads (collectively, “Publisher Ad(s)”) for display on the Publisher Network via the TapSouq platform and services that allow for targeted delivery of ads on mobile sites and applications (“TapSouq Platform”).
  2. Service Implementation.
    You will
    1. promptly integrate with the Publisher Network and maintain, including by updating as soon as commercially available, the then-current version of any required Service software, including, without limitation, any software development kit (“SDK”), APIs or other software (“TapSouq Code”), in a manner that complies with the technical and implementation requirements provided under this Agreement or by TapSouq from time to time.
    2. comply with any Service protocols and any other instructions contained in any TapSouq documentation for any Service (the “Protocol”).
  3. Other Obligations.
    1. Content.
      1. TapSouq Creatives. With respect to Your use of the TapSouq Ad Exchange, You are solely responsible for all aspects of the Publisher Network, the activities of any third parties within the Publisher Network (as applicable), and your Inventory, including handling all related inquiries of any type or nature.
      2. TapSouq Platform. With respect to Your use of the TapSouq Platform, You shall be solely responsible for all aspects of dealing with Your Advertisers (e.g., selling, collection of payment, client service, etc.), the content and placement of Publisher Ads, and handling all related inquiries of any type or nature.
    2. Your Account. You will protect the TapSouq account You use to access any of the Services (“Account”) and any usernames or passwords associated with the Account (“Credentials”) against any unauthorized access and use, and will take full responsibility for Your own, and any authorized or unauthorized third party, use of the Credentials and/or the Account. You will ensure that all information in Your Account, including but not limited to, full name, contact address, and bank account information is up-to-date, complete and accurate.
    3. Policies. You will comply, and contractually require any third party within the Publisher Network (as applicable) to comply, with all TapSouq policies (currently located at http://www.TapSouq.com/terms/) including the TapSouq Privacy Policy, any of which may be updated from time to time by TapSouq (collectively, “TapSouq Policies”). Upon request and if applicable, You will reasonably assist TapSouq in enforcing the TapSouq Policies vis-à-vis third party sites and applications within the Publisher Network.
    4. Privacy Policy. You must post and abide by a conspicuous and legally adequate privacy policy on each site, application and/or service of the Publisher Network that must disclose the collection of Service Data by third parties such as TapSouq (such disclosure does not need to specifically identify TapSouq).
    5. Misleading Impressions. You shall not, and shall not allow or encourage third-parties to run “robots” or “spiders” against any of Your Publisher Network or use any means to artificially increase the number of impressions or End User taps or clicks on Publisher Ads or Demand Ads displayed on Your Publisher Network (“Clicks”) via the Marketplace, including, but not limited to by engaging in any of the following activities:
      1. encouraging Clicks on banners with offers of cash, prizes or anything else of value in exchange for services (except for Rewarded Offers that are compliant with this Agreement) (collectively, “Inducements”),
      2. or using a design that encourages or is reasonably likely to lead to accidental or unintended Clicks by the user on any Demand Ads (“Unintended Clicks”).You represent and warrant that there will not be any fraudulent clicks, Inducements, or Unintended Clicks via the Publisher Network. You agree to indemnify and hold harmless TapSouq with respect to any claims by an Advertiser related to allegations related to Clicks, Inducements, Unintended Clicks, or Rewarded Offers. TapSouq shall not be liable for any advertising fees based on fraudulent Clicks, Inducements, and/or Unintended Clicks. Final judgment on what constitutes fraudulent Clicks, Inducement and/or Unintended Clicks shall be in the sole discretion of TapSouq.
    6. Other Prohibited Actions. You will not, and will not allow any third party to:
      1. directly or indirectly access, launch or activate any of the Services, TapSouq Code, Protocol, or any other TapSouq technology, content, software, materials and/or documentation (collectively, the “TapSouq Materials”) through or from, or otherwise incorporate any TapSouq Materials in, any software, application, site or other means other than in Your designated Publisher Network as permitted under this Agreement during the Term (as defined below);
      2. copy, distribute, rent, sell, lease, lend, sublicense, transfer any TapSouq Materials or make any Service available to any third party except as expressly set forth and in accordance with this Agreement;
      3. decompile, reverse engineer, or disassemble the TapSouq Materials;
      4. create derivative works based on the TapSouq Materials;
      5. modify, remove, or obscure any proprietary notices or legends that appear on the TapSouq Materials or during the use and operation thereof;
      6. use any TapSouq Materials to directly or indirectly generate queries, or impressions of or clicks on Demand Ads, through any automated, deceptive, fraudulent or other invalid means (including, but not limited to, any methods described in Section 4(e) above);
      7. create or attempt to create a substitute or similar service or product to any Service through use of or access to any of any TapSouq Materials or proprietary information related thereto;
      8. use or modify any feature or functionality of a Service to collect personally identifiable information;
      9. or engage in any action or practice that reflects poorly on TapSouq or otherwise disparages or devalues TapSouq’s reputation or goodwill.
    7. No Endorsement. You acknowledge and agree that TapSouq is not affiliated with or responsible for any third-party products or services You may choose to manage with any Service. TapSouq reserves the right, but will have no responsibility, to edit, modify, refuse to post or remove any content, in whole or in part, that in TapSouq’s sole and absolute discretion, deems objectionable, erroneous, illegal, fraudulent or otherwise in violation of this Agreement. TapSouq has no obligation to monitor the content of any Demand Ad or Publisher Ad. Notwithstanding the forgoing, TapSouq may remove or block any Demand Ad or Publisher Ad if TapSouq reasonably determines that such action is appropriate to prevent errors or any other harm with respect to the Service, it violates TapSouq’s Policies, or to avoid or limit TapSouq’s liability.
    8. Child-Directed Sites or Apps. You represent and warrant that
      1. no site or application within the Publisher Network is a website or online service directed to children, as defined under the Children’s Online Privacy Protection Act (“COPPA”), and
      2. You will not transmit any “Personal Information” (as defined under COPPA) about or relating to an individual under the age of 13 to TapSouq.
    9. Third-Party Terms. You
      1. will comply with any third-party terms and conditions applicable to the development and distribution of sites or apps within the Publisher Network, including, without limitation, any third-party terms and conditions applicable to Your development and distribution of any part of Your Publisher Network operating on the Android or iOS mobile operating systems or any other operating system supported by TapSouq now or in the future (collectively, “Third-Party Terms”), and
      2. will not cause TapSouq to be in violation of any such Third-Party Terms.
    10. Third Party Services. TapSouq may use third party services providers to make certain services available to You, including to view performance metrics. Such third party services may change at any time, in TapSouq’s sole discretion. You are solely responsible for the use and security of any accounts made available by way of such third party services and You are solely responsible for any activities of any person authorized by You to have access to such accounts.
  4. Licenses.
    1. License to TapSouq Platform. Subject to the terms and conditions of this Agreement, You shall have the right during the Term to access and use the TapSouq Platform solely for purposes of:
      1. performing projections of advertising impression inventories that might be available through the TapSouq Platform,
      2. uploading and storing Publisher Ads for delivery through the TapSouq Platform,
      3. selecting targeting and delivery criteria for the delivery of Publisher Ads, and
      4. receiving reports of ads requests, impressions and other data related to the delivery of ads through the TapSouq Platform.
    2. License to Publisher Ads. During the Term and in connection with the TapSouq Platform, You hereby grant TapSouq a license under all of Your applicable rights to host, serve, route and place Publisher Ads via the TapSouq Platform.
    3. TapSouq Attribution. You agree that TapSouq may include TapSouq brand features or other TapSouq attribution (collectively, “Brand Features”) on any Demand Ads transmitted by TapSouq via any Service.
    4. Marketing and Publicity. TapSouq shall have the right to and You hereby grant TapSouq a non-exclusive, royalty-free, worldwide, fully paid-up license under all of Your applicable rights to use and display Your name, trademarks, trade names, service marks and/or logos as well as those of the sites and applications in the Publisher Network in customer lists, website listings of customers, presentations, marketing materials, case studies, blog posts and other marketing-related activities.
  5. Terms Specific to Ad Serving Service.
    1. Publisher Ads. You shall not include in any Publisher Ads
      1. any malware, spyware or any other malicious code or code that may be used to circumvent any TapSouq security measure, and
      2. anything that could personally identify an End User or other person.
    2. User Volunteered Data. If You enable the collection and use of any User Volunteered Data via Publisher Ads, You must expressly disclose to such individual End User that such collection is solely on behalf of You or Your Advertisers (and not TapSouq). As between TapSouq and You, User Volunteered Data shall be Your or Your Advertiser’s sole property and confidential information, and shall be subject to You or Your Advertiser’s posted privacy policy. “User Volunteered Data” means any personally identifiable information of End Users collected by You or Your Advertiser via any Publisher Ads.
  6. Term; Termination.
    1. The term of this Agreement will commence on the date You create a Service account via the TapSouq UI and agree to the terms of this Agreement, and will continue until terminated by either party as provided in this Agreement (“Term”). You may terminate this Agreement, with or without cause, at any time by sending written (via email) notice to the address and contact set forth below; provided that such termination will become effective upon the earlier of 10 business days after TapSouq’s receipt of such notice or the date upon which, after receiving such notice, TapSouq suspends Your ability to access or use the Service or terminates Your Account. TapSouq may terminate this Agreement or any Account, with or without cause, in TapSouq’s sole discretion, at any time. Upon termination of this Agreement,
      1. any licenses granted to You in this Agreement will automatically terminate, and You must immediately cease all use of any of the Services, as well as any TapSouq Code, and destroy or erase all copies, full or partial, of any TapSouq Code or Protocol in Your possession or control.
  7. Suspension; Discontinuance.
    1. TapSouq has the right, in its sole discretion, with or without notice, to suspend any site or app from Your Account, Your Account or Your access to the TapSouq UI or any Service. TapSouq reserves the right to modify or discontinue, temporarily or permanently, any Service or TapSouq Code, or any features or portions thereof, without prior notice. You agree that TapSouq will not be liable for damages of any sort that result from any such suspension, modification, or discontinuance of Your Account.
  8. Data Use.
    1. In connection with the operation of any Service, TapSouq and You may collect and receive Service Data. “Service Data” includes any information that You or TapSouq collect during the delivery of ads or the performance of obligations under this Agreement, including End User device information, End User’s session-based browsing behavior, information about ads served, viewed, or clicked on, http header information, and any other data that You elect to provide TapSouq. You agree that TapSouq will have the right to:
      1. use Service Data
        1. to provide any of the Services,
        2. for its internal business purposes, and
        3. to improve any products or services provided by TapSouq;
      2. use and disclose Service Data as may be required by law or legal process;
      3. use and disclose Service Data when it is aggregated, such that it does not identify You, any End User, or individual device. You may use Service Data that You receive for Your internal business purposes so long as such use is in compliance with all applicable privacy policies, laws, rules, regulations and industry self-regulatory regimes relating to the collection, use and disclosure of Service Data, and that You obtain any and all consents, waivers, approvals, authorizations and clearances from End Users that may be required by applicable laws in connection therewith.
  9. Confidentiality; Publicity; Ownership.
    1. Confidentiality. You agree not to disclose TapSouq Confidential Information (defined below) without TapSouq’s prior written consent and to use at least the same degree of care to prevent unauthorized use and disclosure of such TapSouq Confidential Information as You use with respect to Your own confidential information (but in no event less than a reasonable degree of care). “TapSouq Confidential Information” includes any and all information that is disclosed by TapSouq, either directly or indirectly, in writing, orally or by inspection of tangible objects, which if disclosed in writing or tangible form is marked as “Confidential,” or with some similar designation, or if disclosed orally, is identified as being proprietary and/or confidential at the time of disclosure, or under the circumstances and nature of the information would be reasonably deemed to be confidential, and includes the features and functionality of any Service. TapSouq Confidential Information does not include information that:
      1. is or becomes generally known to the public through no fault of or breach of this Agreement by You;
      2. is rightfully known by You at the time of disclosure without an obligation of confidentiality;
      3. is independently developed by the You without use of or reference to TapSouq’s Confidential Information and without any violation of any obligation of this Agreement;
      4. You rightfully obtain from a third party lawfully in possession of such information without restriction on use or disclosure.
    2. Publicity. You will not name TapSouq or use TapSouq’s Brand Features in any press release, public announcement, advertisement, blog, or other form of publicity in relation to this Agreement or otherwise without securing the prior written consent of TapSouq.
    3. Ownership. As between the parties, TapSouq retains all right, title and interest in and to the Services and TapSouq Materials and any materials created, developed or provided by TapSouq in connection with this Agreement, including all Intellectual Property Rights (as defined below) related to each of the foregoing. As between the parties, except as set forth herein, You and Your licensors retain all right, title and interest in and to the Publisher Network, including all Intellectual Property Rights related thereto. “Intellectual Property Rights” means copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, including any applications, continuations or other registrations with respect to any of the foregoing, under the laws or regulations of any foreign or domestic governmental, regulatory or judicial authority. If You provide any feedback or suggestions to TapSouq in connection with this Agreement or any Service or TapSouq Materials (“Feedback”), You agree to assign and hereby does assign all right, title and interest in and to such Feedback to TapSouq.
  10. Disclaimer.
    1. You acknowledge that some features of the Services may be experimental in nature. TapSouq does not represent or warrant that the Services are reliable, accurate, complete, or otherwise free from defects. Accordingly, the Services are made available for use “AS IS,” and any use thereof will be undertaken solely at Your own risk. TapSouq reserves the right, in its sole discretion, to include or cease providing the Services at any time (subject to notice as may be required herein), and TapSouq does not give or enter into any conditions, warranties or other terms with regard to the Services. TapSouq does not control, endorse or adopt any Demand Ads or Publisher Ads and makes no representation or warranties of any kind regarding the content of any Demand Ads or Publisher Ads, including, without limitation, regarding the accuracy, completeness or decency of any Demand Ads or Publisher Ads. TapSouq makes no warranties, express or implied, with respect to subject matter of this Agreement, and expressly disclaims the implied warranties of merchantability, non-infringement, title, fitness for a particular purpose, and implied warranties arising from course of dealing or performance. For the avoidance of doubt, TapSouq does not guarantee the results of the Services or that the Services will be correct, uninterrupted or error-free, that defects will be corrected, or that the Services are free of viruses or other harmful components, that the Services will be operable at all times or during any down time
      1. caused by outages to any public Internet backbones, networks or servers,
      2. caused by any failures of Your equipment, systems or local access services,
      3. for previously scheduled maintenance
      4. relating to events beyond TapSouq’s (or its wholly owned subsidiaries or affiliates’) control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where TapSouq (or its wholly owned subsidiaries or affiliates) or Your servers are located or co-located.
  11. Limitation of Liability.
    1. TAPSOUQ WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY HEREUNDER FOR ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST BUSINESS, OR ANTICIPATED PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT TAPSOUQ WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. IN NO EVENT WILL TAPSOUQ’S LIABILITY AND DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR RELATING TO ANY SERVICE OR THIS AGREEMENT EXCEED $500. THE PARTIES AGREE THAT THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT INCREASE THE FOREGOING LIMIT, AND THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
  12. Representations and Warranties.
    1. You represent and warrant that:
      1. You have and will maintain throughout the Term all rights, authorizations and licenses (including without limitation any Intellectual Property Rights) that are required with respect to
        1. the Publisher Network,
        2. to display Demand Ads and Publisher Ads on the Publisher Network,
        3. to permit TapSouq to perform the services contemplated under this Agreement and
        4. to grant the rights You grant herein;
      2. You will not advertise anything illegal or engage in any illegal or fraudulent business practice;
      3. all of the information provided by You to TapSouq to enroll in any Service is correct, accurate, complete and current at all times;
      4. You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder;
      5. if You are entering into this Agreement, or otherwise accessing or using any Service, on behalf of any other person or entity, You are authorized to enter into this Agreement and accessing and using such Service on such person or entity’s behalf;
      6. You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation any relevant data protection or privacy laws) in Your performance of any acts hereunder, and You will not cause TapSouq to be in violation of any applicable laws;
      7. You comply with and have any and all consents, waivers, approvals, authorizations and clearances from End Users to allow TapSouq to collect and use the Service Data in accordance with this Agreement including Section 9, and as may be required for TapSouq to provide services hereunder;
      8. You will at all times comply with TapSouq Policies; and
      9. Publisher Ads do not now nor will in the future infringe upon or violate any Intellectual Property Rights of any third party, including but not limited to any patent, copyright, trademark, trade secret, or moral right.
  13. Indemnify.
    1. You agree to indemnify, defend and hold TapSouq, its licensors, independent contractors and suppliers, and its and their agents, directors, officers, and employees (collectively “Indemnified Persons”) harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from (i) the Publisher Network, Your use of any Service, and/or Your breach of any term of this Agreement, (ii) any claim or allegation that any Publisher Ad or content of a Publisher Ad infringes upon, violate, or misappropriate any Intellectual Property Rights, or slander, defame, or libel any person, (iii) Your failure to secure all consents, licenses, waivers, rights, title, and interest necessary to display the Publisher Ads, (iv) Your failure to comply with the TapSouq Policies, (v) or with respect to the Marketplace, Your failure to secure all rights, title, and interest necessary to sell the Inventory and serve the Demand Ads onto the Publisher Network. You agree not to settle any claim against any Indemnified Persons without TapSouq’s prior written consent.