Service Policy

Service Agreement And Policy

This Service Agreement (the “Agreement”) is a legal document between ________________ (“Publisher”) and Tap Venue, LLC, a Ohio limited liability company (“Tap Venue”),

as of ________________, 2018 (the “Effective Date”)Service. Tap Venue will enable the provision of commercial advertisements and links on Publisher’s Site(s) (the “Service”) by placing Java Script tags within Publisher’s Site(s), as defined in Section 2 below.

  1. Publisher Site Approval. Publisher may implement the Service only in such websites listed in Schedule A attached hereto (hereinafter “Publisher’s Site(s)”). Any change or amendment to Schedule A must be done in writing and approved in advance by Tap Venue. No Service shall be provided on secure/sensitive pages as shall be determined by Tap Venue in its sole discretion.
  2. Payment. Publisher will receive as a payment a Revenue Share, as defined herein.
  3. Terms and Conditions. The terms and conditions and definitions detailed below in sections 5 through 15 and the privacy policy which can be found at http://www.Tap Venue.com/legal/privacy-policy are included as a binding part of this Agreement.
  4. Payment Terms and Definitions.
    1. Definitions
      1. Gross Revenue” means the total revenue actually received by Tap Venue resulting from (i) advertiser payments made directly to Tap Venue by advertisers for Qualified Clicks/valid impressions, or (ii) payments made directly to Tap Venue by its third party business partners for the average monthly price per click for Qualified Clicks, as defined below, for categories of advertising on designated Publisher Sites; in both cases of (i) and (ii) after deducting any taxes or fees that Tap Venue is required to pay or collect in relation to the supply of Services, including but not limited to any credit card processing fees, bad debt and charge-backs, commissions or discounts allowed or paid to advertising agencies or sales staff, refunds to advertisers and third party business partners and other payments to third parties if applicable.
      2. Qualified Clicks” means a click that occurs when a bona fide Internet user clicks on a commercial in-text link that appears in one of the websites listed in Schedule A, and is brought to an advertiser’s website. Qualified Clicks do not include clicks that result from a robot, spider, software, or other mechanical, artificial or fraudulent means as reasonably determined by Tap Venue, or clicks made by a person who is paid or deceptively motivated to click on such links.
      3. Revenue Share” means the percentage of the Gross Revenues to be paid to Publisher, related to the number of Qualified Clicks on ads displayed on Publisher Site(s), the number of valid impressions of ads displayed on your Publisher Site(s), or other valid events performed in connection with the display of ads on your Publisher Site(s), in each case as determined by Tap Venue in its sole discretion.
      4. Service” means the provision of commercial in-text advertisement links on Publisher’s Site(s) by placing Java Script tags within Publisher’s Site(s) and of any other type of contextual advertisements provided by Tap Venue, including but not limited to units of InTag links and InFold (all of which are included herein as part of the general term “in-text advertisement links”).
    2. Revenues.
      1. Publisher will be entitled to review a finalized revenue statement prepared by Tap Venue for the payment due to Publisher for the immediately preceding month within fifteen (15) days after the end of each calendar month. Such report shall be placed within Publisher’s web account (see Reporting) and no other records will be deemed relevant for payment calculations or determinations hereunder. Tap Venue will (directly or through a third party payment processor) pay Publisher in accordance with such revenue statement, forty five (45) working days following the end of the calendar month for which payment is due only if the earned balance in the Publisher’s account equals or exceeds the Payment Threshold. “Payment Threshold” shall be determined by Tap Venue at is sole discretion based on the payment method selected by Publisher. Once the earned balance exceeds the Payment Threshold, Tap Venue will pay (directly or through a third party payment processor) the entire balance amount subject to Tap Venue’ receiving payment by its advertisers and subject to the other provisions of this Agreement.
      2. Publisher acknowledges and agrees that Tap Venue may, at its sole discretion, discount, credit back or accrue a credit against payments made to Publisher: in (1) circumstances in which it believes that the performance related to any revenues generated in connection with the Service provided to Publisher are fraudulent or invalid in nature or, (2) if Tap Venue was charged or credited back by the advertisers or media company or (3) if Publisher violates Tap Venue’ content guidelines as per Section 10 of this Agreement. In addition, Publisher further acknowledges that once determined by Tap Venue in its sole discretion, that during any given month, an unreasonable volume of Publisher’s traffic was suspicious, fraudulent, inappropriate or invalid in nature, Tap Venue will be entitled to withhold the entire amount payable to Publisher for such month, and Publisher waives any claims in connection therewith.
      3. Any dispute regarding a payment from Tap Venue hereunder must be submitted to Tap Venue in writing within sixty (60) days of the date on which the amounts are available to the Publisher via the reporting system, otherwise, it shall be deemed waived.
      4. Publisher expressly acknowledges and understands that in order to receive payment from Tap Venue, they must submit a valid tax form, including a W-8 or W-9, as applicable, and provide Tap Venue with a valid payment method. In the event Publisher fails to submit a valid tax form as described herein or provide Tap Venue with a valid payment method, and Publisher has not generated any revenue under this Agreement for three (3) consecutive months, any payments due Publisher pursuant to this Agreement will be forfeited. Publisher expressly acknowledges that in the event any payments due Publisher are forfeited pursuant to this Agreement, said payments will become the sole property of Tap Venue and Publisher waives any rights to same.
    3. Taxes. All payments due under this Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including without limitation VAT) (collectively, “Taxes”). Publisher will be responsible for payment of all Taxes and any related interest and penalties resulting from any payments made hereunder.
    4. Payment Method. All payments due under this Agreement will be paid to Publisher through the payment method chosen by Publisher from the payment methods available on the Tap Venue website either directly or through a third party payment processors to which Tap Venue will provide the payment details.
  5. Reporting. The Revenue Share payable to Publisher will be solely based on Tap Venue’ reporting system. Tap Venue will provide Publisher with a login ID to a reporting interface that will enable Publisher to view an estimate of the Gross Revenues earned under this Agreement. Publisher acknowledges and agrees that the Gross Revenue amounts are based solely on Tap Venue’ final reported numbers and on no other source.
  6. Term, Termination and Renewal.
    1. The term of the Agreement will commence on the Effective Date, and subject to termination as provided below, will remain in effect for a period of thirty (30) days thereafter (“Trial Term”). During the Trial Term, either party may terminate the Agreement by written notice and such termination will take effect immediately. Upon completion of the Trial Term, the Agreement will automatically renew and will remain in force for successive twelve (12) month period each (collectively with the Trial Term, the, “Agreement Term”). During the Agreement Term, either party may terminate this Agreement for any reason at any time upon five (5) business day prior written notice. Tap Venue may also choose, in its sole discretion to suspend the Publisher’s account, without terminating the Agreement.
      If Publisher disables or does not implement the Tap Venue Service without the appropriate notice of termination outlined above, Tap Venue reserves the right to revoke the Publisher’s account and withhold any and all outstanding payments (including any earned balance) due to Publisher under this Agreement.
    2. Upon expiration or termination of the Agreement: (i) all undisputed payments that have accrued prior to expiration or termination will be payable in full within forty five (45) days thereof; provided that in the event the balance of the account upon expiration or termination of the Agreement is below the Payment Threshold, any sums accrued in the Publisher’s account will be forfeited by Publisher and Publisher will have no claim, right title or interest to any such monies; (ii) all rights and licenses of Publisher under the Agreement will terminate; and (iii) Tap Venue’ obligations relating to the Software and Service will terminate.
      Notwithstanding the foregoing, without limiting rights and remedies available to Tap Venue, in its sole discretion, may withhold payment to Publisher at any time during the terms of this Agreement or thereafter, if Publisher breaches the Agreement (including without limitation, if Publisher commits fraud against Tap Venue and/or if Publisher gave incorrect personal details and/or invalid billing information).
  7. License to Use Commercial Technology and Ownership. a) Tap Venue hereby grants to Publisher a non-exclusive, non-transferable, non-sublicensable license to use the Commercial Technology and Software (“Software”), provided by Tap Venue, that enables the Service to run on the Publisher Sites(s), subject to the terms and conditions of this Agreement and the terms and conditions provided to Publisher with the Software. Tap Venue expressly reserves all rights in and to the Software not expressly granted herein. (b) Title to the Software shall not pass to Publisher in any circumstances. Publisher will not copy, translate, decompile, disassemble, reverse engineer or otherwise reproduce or modify, add to or otherwise change the Software, without Tap Venue’ specific written authorization. Publisher agrees and undertakes not to use the Software on any site which is a secure and/or sensitive site (or pages within).
  8. Non-Disclosure. This Agreement as a whole, and any of the terms mentioned in it are confidential and cannot be disclosed to any third party without an explicit written consent by the other side, provided that it is hereby agreed by the Publisher that Tap Venue may disclose the terms of this Agreement to any third party payment processor on its behalf and/or any of its investors and/or potential investors.
  9. Representations and Warranties. Publisher represents and warrants that (a) all of the information provided by Publisher to Tap Venue, including without limitation, payment instructions, billing information, and personal details, is correct and current; and (b) Publisher is the owner of each Publisher Site or that Publisher is legally authorized to act on behalf of the owner of such Publisher Site(s) for the purposes of this Agreement; (c) Publisher has all necessary right, power and authority to enter into this Agreement and to perform the acts required of Publisher hereunder. In case Publisher is an individual it also represents that he/she is at least 18 years old or the legal age of majority in the jurisdiction in which Publisher reside, (d) it and any company, person or other entity controlling Publisher or under the control of Publisher and/or under common control with the Publisher, have not been terminated in the 24 months preceding the date of this Agreement, by any other monetization platform (such as Google AdSense, Right Media Exchange, Pubmatic, Rubicon, etc.), and (e) Publisher grants Tap Venue and its partners the right to crawl data within Publisher site(s). Publisher further represents and warrants that each Publisher Site and any material displayed therein: (i) complies with all applicable laws, statutes, ordinances and regulations; (ii) does not breach and has not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; (iii) is not Adult, obscene, pornographic, defamatory, libelous, infringing, abusive, or includes illegal content, does not promote hate or discrimination, facilitates the sale of firearms or illegal drugs, or participates or encourages participation in illegal activities, is not directed to users under 13 years of age or that does not collect information from users actually known to be under 13, (iv) abides by an appropriate privacy policy. Such privacy policy must provide clear notice of Publisher’s use of methods to collect and use user data, including Tap Venue and its partners’ methods. Publisher agrees to take responsibility for obtaining any required user consent on behalf of itself, and Tap Venue with respect to (a) passing precise geo location and user device identification of its users to Tap Venue and its partners, and (b) third party cookies, including without limitation, ensuring users are clearly informed about third party cookies and promptly notifying Tap Venue in the event a user opts out of having third party cookies dropped. Publisher further agrees it will provide end-users with a conspicuous link to a functional opt-out page, which may include, an industry-standard opt-out page such as the Network Advertising Initiative’s page accessible via its consumer website at http://www.networkadvertising.org or where most users of Publisher are EU-based, to the Internet Advertising Bureau’s opt-out page at http://www.youronlinechoices.com. where and to the extent required by applicable law and/or regulation.
    Tap Venue MAKES NO WARRANTY, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
  10. No Guarantee. Tap Venue makes no guarantee regarding the level of impressions of, or clicks on any ad, the timing of delivery of such impressions and/or clicks, and the relevancy of the commercial in-text links or the ads shown under this Agreement. For the avoidance of doubt, Tap Venue makes no guarantee that any commercial in-text links will appear on any page of the Publisher Site(s), and consequently there is no guarantee that this Agreement will generate any revenue for the Publisher.
  11. Publicity and Collection of Information. Publisher agrees that Tap Venue may use Publisher name and logo in presentations, marketing materials, customer lists, financial reports and website listings of customers. Publisher also agrees that Tap Venue may use its tags to enable third parties to collect information about the use of Publisher Site(s) through the use of cookies, web beacons and other similar technologies, including but not limited to third parties that collect statistical information in order to provide analytical services and third parties that collect non-personally identifiable information in order to provide targeted advertisements.
    Pursuant to Section XII(d)(i) of the Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less – Version 3, Publisher authorizes Tap Venue’ Repurposing of the Collected Data to and development of derivative products (the “Derivative Products”) using such Collected Data, provided that (A) no Site Data will be included in Collected Data (other than (i) timestamp of visit, (ii) IP address, (iii) referring URL, (iv) device (e.g., mobile, tablet, or desktop), (v) operating system (e.g., windows, IOS, etc..), (vi) user agent string, and (B), to the extent such Collected Data is presented to third parties, such data will be presented without reference to Publisher or its Publisher Sites, other than URL which may include Site Data. All defined terms in this paragraph shall have the meaning ascribed to them in the American Association of Advertising Agencies and Interactive Advertising Bureau Standard Terms and Conditions for Internet Advertising Media Buys One Year or Less, Version 3.0, currently available at https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf.
  12. Indemnification. Publisher agrees to indemnify and hold harmless Tap Venue, its affiliated entities, successors, assigns, as well as their directors, officers, employees, agents and authorized representatives from and against any costs, losses, liabilities and expenses (including court costs and reasonable attorneys’ fees) that Tap Venue may suffer, incur or be subjected to by reason of any legal action, arbitration or other claim by a third party arising out of or as a result of a breach of Publisher’s representations, warranties and agreements made under this Agreement.
  13. Limitation of Liability. THE SERVICE IS MADE AVAILABLE TO PUBLISHER “AS IS” AND WITHOUT ANY WARRANTY OR REPRESENTATION, WHETHER EXPRESSED OR IMPLIED, OF ANY KIND INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, OR COURSE OF DEALING. ALTHOUGH Tap Venue WILL MAKE REASONABLE COMMERCIAL EFFORTS TO ENSURE THAT THE RELEVANT ADS ARE SERVED TO END USERS VISITING PUBLISHER PAGES, PUBLISHER UNDERSTANDS AND AGREES THAT SUCH PROCESS IS BEING AFFECTED BY AUTOMATED MEANS, AND Tap Venue IS NOT RESPONSIBLE, NOR DOES IT GIVE ANY WARRANTY OR REPRESENTATION AS TO THE OUTCOME OF SUCH PROCESS. Tap Venue DOES NOT GUARANTEE THAT IT WILL HAVE RELEVANT ADS FOR ANY GIVEN PUBLISHER PAGE AND Tap Venue DOES NOT WARRANT OR GUARANTEE THAT THE SERVICE OR THE OPERATION THEREOF WILL BE UNINTERRUPTED OR WILL MEET PUBLISHER’S NEEDS. NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHER SIMILAR DAMAGES AND ANY LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF SAVINGS, LOSS OF CLIENTELE, LOSS OF USE OR LOSS OR CORRUPTION OF DATA, WHETHER UNDER TORT, CONTRACT OR OTHER THEORIES OF RECOVERY, EVEN IF SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT WILL Tap Venue’S LIABILITY ARISING OUT OF THIS AGREEMENT FROM ANY CAUSE OF ACTION WHATSOEVER WILL EXCEED THE AGGREGATE AMOUNTS ACTUALLY PAID UNDER THIS AGREEMENT TO PUBLISHER DURING THE THREE (3) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. Tap Venue is not responsible for any web sites that can be linked to from the ads or for the results of any act or omission of any Advertiser or any other Tap Venue provider.
  14. Miscellaneous.
    1. Any notice by Tap Venue required or permitted hereunder may be posted by Tap Venue on its website, sent to Publisher by email or by mail, as Tap Venue may elect. Any notice by Publisher required or permitted hereunder shall be sent to Tap Venue by mail.
    2. This Agreement constitutes the entire agreement of the parties concerning the subject matter hereof.
    3. Tap Venue may change the terms of this Agreement from time to time, in its sole discretion, upon posting notice at https://www.Tap Venue.com. Publisher’s continued use of the Service shall constitute its consent to any changes made. If Publisher does not agree to the new or different terms, it should provide a written notice to Tap Venue to such extent, and the Agreement shall immediately terminate on the date Tap Venue receives such notice.
    4. Publisher may participate in Tap Venue’ Referral Program pursuant to Schedule B annexed hereto and incorporated by reference.
    5. Neither party may assign this Agreement, nor any right under or obligation pursuant to this Agreement, without the other party’s prior written consent which shall not be unreasonably withheld, except that Tap Venue may assign this Agreement and/or its rights and obligations under this Agreement within the context of its merger, acquisition or other transaction of similar nature.
    6. This Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware without regard to its conflict of law principles. In any dispute under this Agreement, each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in New York County, New York.
    7. No waiver by a party of any breach of any provision of this Agreement will constitute a waiver of any other breach of that or any other provision of this Agreement.
    8. Each party will perform its obligations as an independent contractor and will be solely responsible for its own financial obligations.
      IN WITNESS WHEREOF, the parties have cause this Service Agreement to be executed as of the Effective Date by their duly authorized representatives.

PUBLISHER:

__________________

______________________________

Name:

Title:

Tap Venue, LLC

________________________________

Name:

 

Tap Venue, LLC Advertising Program Terms

These Tap Venue, LLC Advertising Program Terms (“Terms”) are entered into by Tap Venue, LLC (“Tap Venue”) and the entity executing these Terms or that accepts these Terms electronically (“Customer”). These Terms govern Customer’s participation in Tap Venue’s advertising programs and services (i) that are accessible through the account(s) given to Customer in connection with these Terms or (ii) that reference or are referenced by these Terms (collectively, “Programs”). In consideration of the foregoing, the parties agree as follows:

  1. Programs. Customer authorizes Tap Venue and its affiliates to place Customer’s advertising materials and related technology (collectively, “Ads” or “Creative”) on any content or property (each a “Property”) provided by Tap Venue or its affiliates on behalf of itself or, as applicable, a third party (“Partner”). Customer is solely responsible for all: (i) Creative, (ii) Ad trafficking or targeting decisions (e.g., keywords) (“Targets”), (iii) Properties to which Creative directs viewers (e.g., landing pages) along with the related URLs and redirects (“Destinations”) and (iv) services and products advertised on Destinations (collectively, “Services”). The Program is an advertising platform on which Customer authorizes Tap Venue to use automated tools to format Ads. Tap Venue and its affiliates may make available to Customer certain optional Program features to assist Customer with the selection and generation of Targets and Creative. Customer is not required to authorize use of these optional Targeting and Creative features and, as applicable, may opt-in to or opt-out of usage of these features, but if Customer uses these features then Customer will be solely responsible for the Targets and Creative. Tap Venue or Partners may reject or remove a specific Ad or Target at any time for any or no reason. Tap Venue and its affiliates may modify or cancel Programs at any time. Customer acknowledges that Tap Venue or its affiliates may participate in Program auctions in support of its own services and products. Some Program features are identified as “Beta,” “Ad Experiment,” or as otherwise unsupported or confidential (collectively, “Beta Features”). Customer may not disclose any information from Beta Features or the terms or existence of any non-public Beta Features.
  2. Policies. Customer is solely responsible for its use of the Programs (e.g., access to and use of Program accounts and safeguarding usernames and passwords) (“Use”). Program Use is subject to applicable Tap Venue policies and all applicable Partner policies made available by Tap Venue to Customer (in each case, as modified from time to time, “Policies”). In connection with the Program, Tap Venue will comply with the Tap Venue Privacy Policy. Customer authorizes Tap Venue to modify Ads as described in Policies. Customer will not, and will not authorize any third party to, (i) generate automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions, (ii) conceal conversions for Programs where they are required to be disclosed or (iii) use any automated means or form of scraping or data extraction to access, query or otherwise collect Tap Venue advertising related information from any Property except as expressly permitted by Tap Venue. Customer will direct communications regarding Ads on Partner Properties under these Terms only to Tap Venue.
  3. Ad Serving. (a) Customer will not provide Ads containing spyware, adult, obscene, pornographic, defamatory, libelous, infringing, abusive, misleading, deceptive or illegal content, that promotes hate or discrimination, facilitates the sale of firearms or illegal drugs, or that participates or encourages participation in illegal activities, “scareware” misleading users to believe they have problems with their computer, malware or any other malicious code or knowingly breach or circumvent any Program security measure.
  4. Online Gambling. Tap Venue restricts the promotion of the following gambling-related content:
    1. Offline and online gambling
    2. Online gambling-related information
    3. Online games played for money or prizes
    4. Online casino-based games, regardless of whether money is exchanged
      When promoting gambling-related content, you need to do the following:
    5. Comply with applicable laws and industry standards for any location that your campaign targets.
    6. Meet local licensing requirements for all gambling-related products and services that you’re promoting.
    7. Clearly display information on your landing page about responsible gambling.
    8. Ensure that you don’t target minors.Additionally, you must receive pre-authorization from Tap Venue before promoting any online gambling/gaming-related content. If the country you’d like to target is not listed in Tap Venue’ country restrictions list, AdShop can’t promote restricted gambling content there.
  5. Ad Cancellation. Unless a Policy, the Program user interface or an agreement referencing these Terms (an “IO”) provides otherwise, either party may cancel any Ad at any time before the earlier of Ad auction or placement, but if Customer cancels an Ad after a commitment date provided by Tap Venue (e.g., a reservation-based campaign), then Customer is responsible for any cancellation fees communicated by Tap Venue to Customer (if any) and the Ad may still be published. Customer remains obligated to pay all charges resulting from served Ads (e.g., fees based on conversion). Customer must effect cancellation of Ads (i) online through Customer’s account if the functionality is available, (ii) if this functionality is not available, with notice to Tap Venue via email to Customer’s account representative or (iii) if Customer does not have an account representative, with notice to Tap Venue via email to [email protected] Venue.com (collectively, the “Ad Cancellation Process”). Customer will not be relieved of any payment obligations for Creative not submitted or submitted by Customer after the due date provided by Tap Venue. Tap Venue will not be bound by a Customer provided IO. 
  6. Warranty and Rights. Customer warrants that (a) it holds, and hereby grants Tap Venue, its affiliates and Partners, the rights in Creative, Destinations and Targets for Tap Venue, its affiliates and Partners to operate the Programs and (b) all information and authorizations provided by Customer are complete, correct and current. Customer authorizes Tap Venue and its affiliates to automate retrieval and analysis of Destinations for the purposes of the Programs. Customer warrants that it is authorized to act on behalf of, and has bound to these Terms, third parties, if any, for which Customer advertises in connection with these Terms (“Advertiser”). If for any reason Customer has not bound an Advertiser to these Terms, Customer will be liable for performing any obligation that the Advertiser would have if it had been bound to these Terms. Customer will provide Advertiser with reporting data as frequently as existing reporting from Customer to Advertiser, but no less than on a monthly basis, that discloses absolute dollars spent on Tap Venue and performance (at a minimum cost, clicks and impressions of users on the account of that Advertiser) in a reasonably prominent location. Tap Venue may, upon request of an Advertiser, share Advertiser-specific information with Advertiser. If Customer is using a Program on its own behalf to advertise and not on behalf of an Advertiser, for that use Customer will be deemed to be both Customer and Advertiser. 
  7. Make Goods. For reservation-based Display Ads, Tap Venue will deliver any agreed upon aggregate number of Display Ads by the end of the campaign, provided that if Tap Venue fails to do so, then Customer’s sole remedy is to make a claim within three (3) months after the end date of the campaign (“Claim Period”). If Tap Venue confirms the accuracy of the claim, then Tap Venue will refund the Customer with a voucher for the undelivered Display Ads or, if Customer has already paid, at Tap Venue’s reasonable discretion, Tap Venue will provide for (i) advertising credits, which must be used within six (6) months from the date which they were approved (“Use By Date”), (ii) later placement of the Display Ads in a position Tap Venue deems comparable or (iii) an extension of the term of the campaign. Tap Venue cannot assure that any auction-based Ads will be delivered and therefore make-goods do not apply to auction-based Ads. 
  8. Payment. Customer will pay all charges incurred in connection with the Program, using pre-paid amounts via credit card or stripe, in increments as determined by Tap Venue, or as otherwise approved by Tap Venue, within a commercially reasonable time period specified by Tap Venue (e.g., in the Program user interface or IO). Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. Customer will pay (i) all taxes and other government charges and (ii) reasonable expenses and attorneys’ fees Tap Venue incurs in collecting late payments. Charges are solely based on Tap Venue’s measurements for the Programs and the applicable billing metrics (e.g., clicks, views or impressions). No party may offset any payment due under these Terms against any other payment to be made under these Terms. Tap Venue may, in its sole discretion, extend, revise or revoke credit at any time. Tap Venue is not obligated to deliver any Ads in excess of any credit limit. If Tap Venue does not deliver Ads to the selected Targets, then Customer’s sole remedy is to make a claim for advertising credits within the Claim Period, after which Tap Venue will issue the credits following claim validation which must be used by the Use By Date. Customer understands that third parties may generate impressions or clicks on Customer’s Ads for prohibited or improper purposes and that its sole remedy is to make a claim for advertising credits within the Claim Period, after which Tap Venue will issue the credits following claim validation which must be used by the Use By Date. TO THE FULLEST EXTENT PERMITTED BY LAW, (A) ADVERTISER AND CUSTOMER WAIVE ALL CLAIMS RELATING TO ANY PROGRAM CHARGES UNLESS A CLAIM IS MADE WITHIN THE CLAIM PERIOD AND (B) THE ISSUANCE OF ADVERTISING CREDITS (IF ANY) IS AT Tap Venue’S REASONABLE DISCRETION AND IF ISSUED, MUST BE USED BY THE USE BY DATE.
  9. Disclaimers. EACH PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAMS AND Tap Venue AND PARTNER PROPERTIES ARE PROVIDED “AS IS” AND AT CUSTOMER’S AND ADVERTISER’S OPTION AND RISK AND NONE OF Tap Venue, ITS AFFILIATES OR Tap Venue’S PARTNERS MAKE ANY GUARANTEE IN CONNECTION WITH THE PROGRAMS OR PROGRAM RESULTS. 
  10. Limitation of Liability. EXCEPT FOR SECTION 10 AND CUSTOMER’S BREACHES OF SECTIONS 3(A), 13(D) OR THE LAST SENTENCE OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (a) NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY; AND (b) OTHER THAN CUSTOMER’S PAYMENT OBLIGATIONS UNDER THESE TERMS, NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE FOR DAMAGES UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS IN THE AGGREGATE OF MORE THAN THE AMOUNT PAYABLE TO Tap Venue BY CUSTOMER UNDER THE TERMS IN THE THIRTY DAYS BEFORE THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM.
  11. Indemnification. Customer will defend, indemnify and hold harmless Tap Venue, its Partners, agents, affiliates, and licensors from any third party claim or liability arising out of or related to Targets, Creative, Destinations, Services, Use and breach of these Terms by Customer. Partners are intended third party beneficiaries of this Section.
  12. Term. Tap Venue may add to, delete from or modify these Terms at any time without liability. The modified Terms will be posted at www.Tap Venue.com/service-agreement. Customer should look at these Terms regularly. The changes to the Terms will not apply retroactively and will become effective 7 days after posting. However, changes specific to new functionality or changes made for legal reasons will be effective immediately upon notice. Either party may terminate these Terms at any time with notice to the other party, but (i) campaigns not cancelled under Section 4 and new campaigns may be run and reserved and (ii) continued Program Use is, in each case subject to Tap Venue’s then standard terms and conditions for the Program available at https://tapvenue.com/service-policy. Tap Venue may suspend Customer’s ability to participate in the Programs at any time. In all cases, the running of any Customer campaigns after termination is in Tap Venue’s sole discretion.
  13. (a) This Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware without regard to its conflict of law principles. In any dispute under this Agreement, each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in New York County, New York. (b) Nothing in these Terms will limit a party’s ability to seek equitable relief. (c) These Terms are the parties’ entire agreement relating to its subject and supersede any prior or contemporaneous agreements on that subject. (d) No party may make any public statement regarding the relationship contemplated by these Terms (except when required by law). (e) All notices of termination or breach must be in writing and addressed to the other party’s Legal Department (or if it is not known if the other party has a Legal Department then to the other party’s primary contact). The email address for notices being sent to Tap Venue’s Legal Department is [email protected] Venue.com. All other notices must be in writing and addressed to the other party’s primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable). These notice requirements do not apply to legal service of process, which is instead governed by applicable law. (f) Except for modifications to these Terms by Tap Venue under Section 12, all amendments must be agreed to by both parties and expressly state that it is amending these Terms. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms. If any provision of these Terms is found unenforceable, the balance of the Terms will remain in full force and effect. (g) Neither party may assign any part of these Terms without the written consent of the other party, except to an affiliate but only where (I) the assignee agrees in writing to be bound by these Terms, (II) the assigning party remains liable for obligations under these Terms if the assignee defaults on them, and (III) the assigning party has notified the other party of the assignment. Any other attempt to transfer or assign is void. (h) Except as expressly listed in Section 10, there are no third-party beneficiaries to these Terms. (i) These Terms do not create any agency, partnership or joint venture among the parties. (j) Sections 1 (last sentence only) and 7 to 12 will survive termination of these Terms. (k) Except for payment obligations, no party or its affiliates is liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

 

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