The following guidelines apply to your use of the Tapjoy Publisher Services. Read them carefully and contact one of our representatives at firstname.lastname@example.org if you have any questions about how to best comply. Make sure to check this website from time to time as we update our guidelines in response to important changes in the monetization world.
Please note that failure to comply with our guidelines may result in the suspension or termination of your access to our services, including the withholding or negation of any earnings found to be in violation of the guidelines.
As a material condition on the use of the Tapjoy Publisher Services, you agree that you shall not:
Last updated 15 March 2017.
Tapjoy Limited (UK)
Golden Cross House
8 Duncannon Street
London WC2N 4JF, UK
Tapjoy GmbH (Germany)
Konigsallee 92a 4th + 5th Floor
40212 Dusseldorf, Gemany
Tapjoy Wireless Applications Technology Beijing (China WFOE)
L6-7, 1F, North Building, Donglang, No. 10
Langjiayuan, Jianguomenwai Avenue, ChaoYang District
Beijing, China 100022
Tapjoy Korea Co., Ltd. (Korea)
41/F Gangnam Finance Center
737 Yesoksam-dong Gangnam-gu
Seoul, 125-984 Korea
Tapjoy Japan K.K. (Japan)
Daikanyama Takara Building II – 3F
1-3-2 Kamimeguro, Meguro-ku
Tokyo 152-0051, Japan
22 Nonhyeon-ro 85-gil,
Gangnam-gu, Seoul, South Korea
Welcome to Tapjoy! We hope you’ll join our network of publishers, so we’ve made our SDK available for your evaluation. By clicking to download it, you agree to use it only for evaluation purposes; in exchange, Tapjoy grants you a limited, non-commercial license to use and review the SDK, again solely for evaluation purposes. After evaluating, if you would like to integrate our SDK and start using our publisher platform and services, please register with Tapjoy and click to accept our publisher terms and conditions.
BEFORE USING THE ADVERTISING SERVICES (DEFINED BELOW), CAREFULLY READ THESE TAPJOY ADVERTISER TERMS AND CONDITIONS (THE “TERMS AND CONDITIONS”). BY CLICKING A BUTTON AND/OR BOX INDICATING YOUR ACCEPTANCE, OR BY EXECUTING AN INSERTION ORDER OR OTHER FORM THAT REFERENCES THESE TERMS AND CONDITIONS, YOU AGREE TO THESE TERMS AND CONDITIONS. YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ENTITY ON WHOSE BEHALF YOU ARE ENTERING INTO THIS THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, THEN YOU MUST NOT ACCEPT THESE TERMS AND CONDITIONS AND MAY NOT USE THE ADVERTISING SERVICE.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Tapjoy, Inc. (“Tapjoy”) and the other entity on whose behalf the Agreement is entered (“Advertiser”) hereby agree as follows:
1. Advertising Services
1.1 Advertiser and Tapjoy shall mutually agree upon the terms of an insertion order (or other contracting mechanism, as applicable) (referred to herein as an “Insertion Order” or “IO”) setting forth the details of the advertising campaign, which details may include among others: the type and quantity of ad placements, the rate price per ad placement, the maximum budget allotted to the campaign, the flight and campaign dates, etc., and which shall incorporate by reference these Terms and Conditions.
1.2 Advertiser will deliver the Advertisements (defined below) and implement conversion tracking in accordance with the applicable technical specifications provided by Tapjoy, and Tapjoy will make commercially reasonable efforts to serve the Advertisements to the Tapjoy Inventory (defined below) in accordance with the applicable Insertion Order (the “Advertising Service”). As between the parties, Advertiser is solely responsible for any and all costs Advertiser incurs for the production and delivery of the Advertisements in accordance with the aforementioned technical specifications and for any programming undertaken by Advertiser related thereto. Advertiser is solely responsible for the content of any Advertisement, and Tapjoy will not make modifications or alternations thereto without Advertiser’s prior written consent except as required for or otherwise incidental to any technical implementation by Tapjoy of an Advertisement.
1.3 Advertiser shall have the ability to select a particular implementation of the Advertising Service through the Tapjoy dashboard located at https://dashboard.tapjoy.com/ or at such other URL as provided by Tapjoy from time to time (the “Tapjoy Dashboard”). Advertiser may use the Tapjoy Dashboard to specify certain requirements of a particular advertising campaign covered by an IO, including setting the campaign budget, sums to be spent on a daily basis, and dates / targets for delivery of Advertisements. Advertiser acknowledges that the sums allocated for a particular day and targets for delivery are estimates and are not guaranteed. To this end, Tapjoy shall not be liable for sums spent by Advertiser on a particular day which are less than or more than the intended amount. By way of example, if Advertiser sets a daily spend limit, it may be necessary for Tapjoy to deliver Advertisements in excess of the corresponding conversion amounts, in anticipation that not all Advertisements delivered will be converted. Advertiser acknowledges that placement and promotion of Advertisements shall be, as between the parties, at Tapjoy’s discretion.
Advertiser hereby grants to Tapjoy the worldwide, non-sublicenseable (except to the extent required by Tapjoy to fulfill the purposes hereof), non-exclusive, royalty-free, fully paid up, right and license to use, serve, copy, reproduce, distribute and display, in any medium now known or hereafter developed, the advertisements and all related content, materials and metadata submitted by Advertiser to Tapjoy (collectively, “Advertisement(s)”), along with the data referenced in Section 14 below.
3. Service Circumvention; Competitive Services
3.1. Advertiser acknowledges the unique value of using the Advertising Service to access the various types of advertising placement inventory of publishers in the Tapjoy network (the “Tapjoy Publishers” or the “Tapjoy Inventory”). To this end, Advertiser will not (a) modify or interfere with the Advertising Service, including systems for calculating conversions; or (b) knowingly bypass or circumvent the Advertising Service, including by engaging directly with such Tapjoy Publishers to access their advertising inventory during the term of this Agreement. By way of example, and without limiting the generality of the foregoing, Advertiser shall not create or attempt to create a linking or other arrangement circumventing the Advertising Service such that Tapjoy is unable to fully track and monitor the conversions and other events that are the basis for calculating the payments owed by Advertiser to Tapjoy. For all pay-per-install campaigns, Advertiser must ensure that its systems promptly notify Tapjoy the first time the relevant application is installed and opened.
3.2. Advertiser acknowledges that the Advertising Service is not available to entities that run, provide, enable or promote similar advertising services, whether for themselves or for others. Advertiser represents, warrants and covenants that it is not such an entity and that it shall not act, directly or indirectly, on its own behalf or on behalf of a third party, in such a capacity during the term of this Agreement.
4. Payment Terms; Reporting
4.1. Advertiser will pay Tapjoy for all conversions generated during each advertising campaign, whether or not Advertiser has reported such transactions to Tapjoy. Tapjoy’s system will be the exclusive system of record for all reporting and calculations. For purposes of calculating such conversions, Tapjoy shall measure the period of the applicable campaign plus the following time periods thereafter: (a) forty-eight (48) hours for campaigns using cost per install (“CPI”) and cost per engagement (“CPE”) measurements; (b) seven (7) days for video to install campaigns; and (c) an unlimited period of time for campaigns using cost per action other than install (“CPA”) measurements (collectively the “Post Campaign Conversion Period(s)”). Notwithstanding the foregoing, if Tapjoy’s customer service department subsequently determines a conversion to have occurred, such conversion shall also be included within the Post Campaign Conversion Period, regardless of when such determination is made or when a user claim is made with respect to such conversion(s). Advertiser will pay Tapjoy amounts based on Tapjoy’s invoice. Payments are due ten (10) days after receipt of invoice. Without waiver to such payment obligation, if Advertiser, in good faith, disputes any amount due, then Advertiser shall provide notice to Tapjoy within ten (10) days of the invoice date. Advertiser acknowledges and agrees that failure to notify Tapjoy of disputed amounts within said 10-day time period shall be deemed acceptance of the applicable invoice and waiver of any right to dispute the invoiced amount. Tapjoy reserves the right to charge, and Advertiser agrees to pay, interest on amounts due but not paid in the time frame set forth above an amount equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by applicable law. Any pre-paid account balances are non-refundable and will be reduced to offset amounts owed as they are incurred, and Advertiser hereby consents to such right of offset. For all other amounts requiring adjustments, in lieu of cash payments, Tapjoy reserves the right to offer marketing credits in the form of non-monetizable and non-transferable credits issued for promotion through the Advertising Service. Such credits, if any, shall be Advertiser’s sole and exclusive remedy regarding any claim asserting non-fulfillment, in whole or in part, of an Insertion Order. All billing and transaction times referenced in the Agreement are on Coordinated Universal Time. All amounts shall be invoiced and paid in United States dollars and do not include taxes that may be assessed by any jurisdiction or transmission fees that may be assessed by Advertiser’s banking institution, each of which shall be Advertiser’s sole responsibility. If withholding taxes or other taxes are imposed by any jurisdiction on the transactions made pursuant to this Agreement, Advertiser will promptly pay such taxes to ensure that Tapjoy receives the full amount invoiced to Advertiser without offset or deduction. Upon payment of such taxes, Advertiser will furnish to Tapjoy the applicable receipts and/or certificates regarding such remittances as soon as reasonably practicable and in any case within five (5) business days of written request.
4.2. Advertiser shall provide Tapjoy with all reporting required in order to satisfy the requirements of the Advertising Service, including reporting used to calculate sums owed to Tapjoy. To this end, Advertiser shall use all tracking and other technology reasonably required by Tapjoy including, as applicable, the Tapjoy SDK or a third party SDK approved by Tapjoy. If a third party SDK or other technology is used, then Advertiser shall provide Tapjoy with all information necessary in order for Tapjoy to access applicable data made available therefrom, including any username and password. Except where otherwise provided through the aforementioned technology, such reporting shall be sent to Advertiser’s account manager at Tapjoy or to email@example.com.
4.3. If Advertiser intends to integrate the Tapjoy SDK, it shall obtain such SDK through the Tapjoy SDK download website located at https://ltv.tapjoy.com/d/sdks. or at such other URL as provided by Tapjoy from time to time. Advertiser shall comply with all license requirements provided in connection therewith and shall always integrate the then-current version of the SDK.
Tapjoy employs systems designed to detect and filter potentially fraudulent or invalid Advertisement conversion activity, but such systems cannot guarantee detection of all potentially suspect activity. Accordingly, Advertiser is responsible for identifying and reporting any such alleged activity to Tapjoy as soon as possible and, in any case, within thirty (30) days from the date of receipt the applicable invoice. Advertiser shall timely notify Tapjoy in writing of any such activity by emailing both Advertiser’s Tapjoy account manager and also firstname.lastname@example.org.
Advertiser acknowledges and agrees that Tapjoy is not responsible and has no liability whatsoever for the Advertisements or any content with which the Advertisements may be associated through Advertiser’s website or other properties, and that Tapjoy has no obligation to monitor the foregoing. Advertiser is solely responsible (and assumes all liability and risk) for determining whether or not such content is appropriate or acceptable. Notwithstanding anything to the contrary stated in the Agreement, Tapjoy reserves the right at its discretion and without notice, to remove or refuse to distribute any Advertisement through the Advertising Service or any content associated therewith.
7. Compliance with Laws; Misuse of Advertising Service
Advertiser represents, warrants, and covenants that it will use the Advertising Service and provide Advertisements in compliance with all applicable local, state, national and international laws, rules and regulations, including the CAN-SPAM Act of 2003 and any laws regarding the transfer or transmission of data to the United States. Advertiser will not, will not agree to, and will not permit, authorize, or encourage any third party to: (a) use the Advertising Service to transmit or otherwise distribute any Advertisement or content that is unlawful, defamatory, libelous, harassing, abusive, fraudulent or obscene, that contains viruses, or is otherwise objectionable, as reasonably determined by Tapjoy; (b) interfere or attempt to interfere with the proper working of the Advertising Service or prevent others from accessing or using the Advertising Service; or otherwise (c) use the Advertising Service in a manner not expressly authorized hereunder or for any fraudulent or unlawful purpose. Breach or violation of any of the foregoing may result in immediate termination of this Agreement, at Tapjoy’s sole discretion, and may subject Advertiser to state and federal penalties and other legal consequences. Advertiser will promptly notify Tapjoy in writing if it learns of any potential breach of any of subparts (a) through (c) or of any potentially fraudulent or abusive activity. Without waiver of Advertiser’s obligations, Tapjoy reserves the right, without obligation, to review the Advertisements and Advertiser’s use of the Advertising Service in order to determine whether a breach of this Agreement has occurred or to comply with any applicable law, regulation, legal process, or governmental request.
8. Representations, Warranties and Covenants
Without limiting any other representation, warranty, or covenant of either party herein, each party hereby represents, warrants and covenants to the other that: (a) it has the full right, power and authority to enter into and perform this Agreement; (b) this Agreement is a valid and binding obligation of such party; and (c) it has obtained and shall maintain throughout the term of this Agreement all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder in compliance with all applicable laws, rules and regulations. Without limiting any other representation, warranty or covenant herein, Advertiser hereby represents and warrants that (i) it has the right to grant the rights granted herein; (ii) no Advertisement contains any material that infringes upon or violates any third-party right, including rights arising from contracts between Advertiser and third parties, copyright, trademark, class action, patent, consumer protection laws, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary right, or slanders, defames, libels, or invades the right of privacy, publicity, or other property rights of any person; (iii) no Advertisement provided by it contains any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, or other computer programming routines that may potentially damage or interfere with the Advertising Service, or intercept or expropriate any system data or personal information from the Advertising Service; (iv) no Advertisement will be directed to children under the age of 13; and (v) any Advertisements directed to children aged 13 and older will comply with the guidelines of the Children’s Advertising Review Unit, or the applicable local equivalent where the Advertisements will be displayed.
Each party will indemnify, defend and hold harmless the other and its affiliates and each of their respective officers, directors, employees, and agents from and against any losses, costs, liabilities, damages, claims and expenses, including reasonable attorneys’ fees, arising out of any breach of the representations, warranties and covenants made by such party herein. The indemnifying party reserves the right, at its expense, to assume the exclusive defense and control of any matter for which it is required to indemnify the indemnified party, and the indemnified party agrees to reasonably cooperate with the indemnifying party’s defense of such claims and shall have the right to participate with counsel of its own choosing at its own expense. The indemnifying party will not enter into any settlement of any claim without the prior written consent of the indemnified party, such consent not to be unreasonably withheld or conditioned.
10. Disclaimers; No Warranties
10.1 EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8 ABOVE, TAPJOY ON BEHALF OF ITSELF AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ARISING BY STATUTE, CUSTOM, COURSE OF DEALING OR TRADE USAGE, WITH RESPECT TO ANY MATTER, INCLUDING BUT NOT LIMITED TO: ADVERTISING; THE ADVERTISING SERVICE; APPLICATION ADVERTISERS; APPLICATIONS, INCLUDING BUT NOT LIMTIED TO APPLICATIONS IN THE TAPJOY NETWORK AND ANY APPLICATION(S) IN WHICH ADVERTISEMENTS ARE PLACED; THE TAPJOY SDK; AND ANY OTHER TAPJOY PRODUCTS OR SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF PERFORMANCE, NONINFRINGEMENT, TITLE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR UNINTERRUPTED OR ERROR-FREE SERVICE. TAPJOY MAKES NO GUARANTEE REGARDING THE VOLUME OR TIMING OF ACTIONS IN CONNECTION WITH THE ADVERTISING SERVICE. TAPJOY DOES NOT WARRANT THE RESULTS OF USE OF THE ADVERTISING SERVICE, INCLUDING THE RESULTS OF ANY ADVERTISING CAMPAIGN, AND ADVERTISER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TAPJOY DISCLAIMS ALL GUARANTEES REGARDING POSITIONING, RANKING, RATING, LEVELS, OR TIMING OF: (A) ADVERTISEMENTS’ DELIVERY ON SPECIFIC PUBLISHERS’ INVENTORY; OR (B) CLICKS, CONVERSION RATES, OR OTHER USER ACTIONS. ADVERTISER ACKNOWLEDGES THAT THE ADVERTISING SERVICE IS BASED, IN WHOLE OR IN PART, ON AN AUCTION MODEL, AND CONSEQUENTLY VOLUMES VARY BASED ON PRICE, CONVERSION RATES, AND OTHER FACTORS THAT MAY NOT BE WITHIN TAPJOY’S CONTROL.
10.2 Advertiser acknowledges and agree that Tapjoy is not affiliated with or responsible for any third-party products or services displayed, distributed or otherwise promoted in connection with the Tapjoy Advertiser Services, including without limitation, the Advertisements. Tapjoy neither represents nor endorses the quality, accuracy, reliability, integrity or legality of any third party products or services, nor the truth or accuracy of the description of any Advertisements, links, content, advice, opinions, offers, proposals, statements, data or other information from any third party products or services that are displayed, distributed or otherwise used in connection with the Tapjoy Advertiser Services.
11. Limitation of Liability and Damages
UNDER NO CIRCUMSTANCES WILL TAPJOY OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS, DATA OR BUSINESS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, WARRANTY OR OTHERWISE), EVEN IF SUCH PARTY OR SUCH PARTY’S AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL TAPJOY’S OR ITS AFFILIATES’ TOTAL LIABILITY TO ADVERTISER OR TO ANY OTHER PARTY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT RECEIVED BY TAPJOY FROM ADVERTISER FOR THE INSERTION ORDER TO WHICH THE CLAIM RELATES IN THE IMMEDIATELY PRECEDING SIX (6) MONTH PERIOD. ADVERTISER SHALL NOT, AND HEREBY WAIVES THE RIGHT TO, COMMENCE ANY ACTION, SUIT OR PROCEEDING AGAINST TAPJOY MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM FIRST AROSE.
12.1 As between the parties, Tapjoy owns and will retain all rights, title, and interest in and to the Advertising Service, including all software and data related thereto. Advertiser acknowledges that such software and data (including any usage data or compilations thereof but expressly not including any user information submitted to Advertiser through the Advertising Service) are copyrighted by Tapjoy and may contain trade secrets or other intellectual property owned by Tapjoy. Advertiser will not copy, alter, modify, or create derivative works of the Advertising Service or otherwise use the Advertising Service in any way that violates the restrictions contained in this Agreement. For the avoidance of doubt, Tapjoy does not grant to Advertiser any license, express or implied, to the intellectual property of Tapjoy or its licensors.
13.1 “Confidential Information” means any information designated in writing, or identified orally at the time of disclosure, by the disclosing party as “confidential” or “proprietary.” For the avoidance of doubt, the Advertisements, prior to publication, are Advertiser’s Confidential Information; and the existence or content of the Agreement, as well as all statistics or other data relating to the Advertising Service, are Tapjoy’s Confidential Information. During the term of this Agreement, and for a period of two (2) years following termination, subject to the terms of Section 14 (“Data”) below, each party will keep confidential, and neither party will use or disclose, Confidential Information of the other party, except as specifically contemplated herein. The foregoing restriction does not apply to information that: (a) has been independently developed by the receiving party without use of or access to the other party’s Confidential Information and without any breach of any this Agreement; (b) is or has become publicly known through no breach of this Section 13 by the receiving party; (c) has been rightfully received from a third party authorized to make such disclosure and unencumbered by any duty to confidentiality; or (d) has been approved for release in writing by the disclosing party. Disclosure of Confidential Information that is required by a competent legal or governmental authority to be disclosed shall not constitute a breach of this Section 13, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to disclosure.
13.2 Tapjoy reserves the right to access, read, preserve and disclose any information, including Confidential Information, as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request; (b) enforce this Agreement, including investigation of potential violations hereof; (c) detect, prevent, or otherwise address fraud, security, or technical issues; (d) respond to user support requests; or (e) protect the rights, property or safety of Tapjoy, its users and the public.
15. Term; Termination
15.1 The term shall commence on the earlier of the acceptance of these Terms and Conditions and continue until either party terminates this Agreement as set forth herein. Tapjoy may terminate this Agreement immediately upon written notice to Advertiser. Advertiser may terminate this Agreement upon fifteen (15) days prior written notice to Tapjoy. For the avoidance of doubt, the termination of this Agreement shall also terminate any outstanding IO’s between the parties.
15.2 In the event of any termination, Advertiser will remain liable for any and all amounts due under the Agreement through the effective date of termination and, in the case of Post Campaign Conversions, whenever such conversions arise, and such obligation to pay shall survive any termination of this Agreement.
15.3 The following sections of these Terms and Conditions shall survive expiration or termination of the Agreement for any reason: 2, 4.1, 5-14, 15.2, 15.3, 16-20.
16. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, U.S., without giving effect to principles of conflicts of law.
17. Dispute Resolution/Arbitration. Please Read This Section Carefully – It May Significantly Affect Your Legal Rights, Including Your Right To File A Lawsuit In Court And To Have A Jury Hear Your Claims. Tapjoy and Advertiser agree that these Terms of Service affect interstate commerce and that the Federal Arbitration Act governs the interpretation of these arbitration provisions.
17.1 Informal Resolution. In the event of a dispute, claim, or controversy arising out of or relating to these Terms of Service (including with respect to their validity or enforceability), the Tapjoy Advertiser Services, any person’s or entity’s access to and/or use of the Tapjoy Advertiser Services, and/or the provision of content, products, services, and/or technology on or through the Tapjoy Advertiser Services, Tapjoy or you must first give the other notice of the dispute, claim, or controversy, and the notice must include a brief written statement that sets forth the name, address, and contact information of the party giving it, as well as the facts giving rise to the dispute, claim, or controversy and the relief requested. Notices must be made in accordance with Section 19 hereof. Tapjoy and you will attempt to resolve any dispute, claim, or controversy through informal negotiation within thirty (30) days from the date that any notice of dispute, claim, or controversy is sent. Tapjoy and you shall use reasonable, good faith, efforts to settle any dispute, claim, or controversy through consultation and good faith negotiations. After 30 days, Tapjoy or you may resort to the other alternatives described in this Section. Notwithstanding the foregoing, the notice and 30 day negotiation period required by this paragraph shall not apply to disputes, claims, or controversies concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of the Tapjoy Advertiser Services. Nothing in this subsection 17.1 limits Tapjoy’s ability to suspend the Advertiser Services in the event of Problem Events.
17.2 Formal Resolution by Arbitration. Except as otherwise specifically set forth below, any dispute, claim, or controversy of any kind between Tapjoy and you arising out of or relating to these Terms of Service (including with respect to their validity or enforceability), the Tapjoy Advertiser Services, any person’s or entity’s access to and/or use of the Tapjoy Advertiser Services, and/or the provision of content, products, services, and/or technology on or through the Tapjoy Advertiser Services, if unresolved through informal discussions within thirty (30) days of the sending of the notice described above, shall be resolved by binding arbitration to be held in San Francisco, California, U.S. The arbitration shall be conducted by a single arbitrator, governed by JAMS pursuant to its Comprehensive Arbitration Rules & Procedures (collectively, “JAMS Rules”), as modified by these Terms of Service, and administered by JAMS. The JAMS Rules and fee information are available at https://www.jamsadr.com/ or at such other URL as JAMS may provide from time to time, or by calling JAMS at + 1-800-352-5267. The decision of the arbitrator will be in writing and binding and conclusive on Tapjoy and you, and judgment to enforce the decision may be entered by any court of competent jurisdiction. Tapjoy and you agree that dispositive motions, including without limitation motions to dismiss and motions for summary judgment, will be allowed in the arbitration. The arbitrator must follow these Terms of Service and can award the same damages and relief as a court, including injunctive or other equitable relief and attorney’s fees. Tapjoy and you understand that, absent this mandatory arbitration provision, Tapjoy and you would have the right to sue in court and have a jury trial. Tapjoy and you further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and that the right to discovery may be more limited in arbitration than in court.
17.3 Exceptions. Notwithstanding the foregoing, disputes, claims, or controversies concerning patents, copyrights, moral rights, trademarks, Confidential Information, and trade secrets and claims of piracy or unauthorized use of the Tapjoy Advertiser Services shall not be subject to arbitration. You or Tapjoy may choose to pursue a claim in small claims court where jurisdiction and venue over you and Tapjoy otherwise qualify for such small claims court and where the claim does not include a request for any type of equitable relief. If for any reason a claim, dispute or controversy between Tapjoy and you is before a court (e.g., if the arbitration provisions are found unenforceable or if pursuant to these Terms of Service the matter is not subject to arbitration), Tapjoy and you agree to exclusive personal jurisdiction and venue in the state and federal courts located in San Francisco, California and agree to waive, to the fullest extent allowed by law, any trial by jury.
17.4 Applicability. This Section 17 will also apply to any claims asserted by you against any present or future parent, subsidiary or affiliated company of Tapjoy, and to any claims asserted by any of them against you, to the extent that any such claims arise out of or relate to these Terms of Service (including with respect to their validity or enforceability), the Tapjoy Advertiser Services, any person’s or entity’s access to and/or use of the Tapjoy Advertiser Services, and/or the provision of content, products, services, and/or technology on or through the Tapjoy Advertiser Services.
All comments, feedback or materials submitted by Advertiser to Tapjoy including feedback, testimonials, images, reviews, questions, comments, suggestions or ideas (collectively, “Feedback”) shall be received and treated by Tapjoy on a non-confidential and unrestricted basis. Tapjoy will be free to use, display, perform, distribute, copy, adapt, and promote, in any medium now known or later developed, without compensation to Advertiser, the Feedback along with all ideas, concepts, know-how, techniques or methodologies contained in such Feedback, for any purpose whatsoever, including without limitation, developing, marketing and selling products and services incorporating such Feedback. Advertiser agrees that, in submitting Feedback, it will not violate any right of any third party, including any confidentiality, copyright, trademark, privacy or other personal or intellectual property or proprietary rights, and will not cause injury to any person or entity. Advertiser further agrees that no Feedback Advertiser submits will be or contain libelous or otherwise unlawful, threatening, abusive or obscene material, or contain viruses, commercial solicitations, or any form of “spam.”
Any notice provided pursuant to the Agreement shall be provided in accordance with this Section 19. Notices to Advertiser shall be sent by email to the address provided for Advertiser in the Tapjoy Dashboard or in the then most current Insertion Order. Notices to Tapjoy shall be sent by email to Advertiser’s Tapjoy account manager, with a copy to email@example.com. Notwithstanding the foregoing, any notice concerning termination, breach, indemnification or other legal matters shall also concurrently be sent by overnight courier or by prepaid, U.S. certified mail, return receipt requested, to Tapjoy at: Tapjoy, Inc., 111 Sutter Street, 12th Floor, San Francisco, CA 94104 USA, Attn: Legal Department.
The words “include” and “including” and variations thereof will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” The Agreement, and any rights and licenses granted hereunder, may not be transferred, or assigned by Advertiser without Tapjoy’s prior written consent, provided, however, that Advertiser may assign the Agreement without such consent to any entity (provided that it is not a competitor of Tapjoy) in connection with the merger, consolidation, sale of all or substantially all of its assets, or any other transaction in which more than fifty percent (50%) of Advertiser’s voting securities are transferred. Tapjoy may freely transfer or assign any or all of its rights and obligations associated with this Agreement at any time. This Agreement shall inure to the benefit of and be binding upon each party’s respective successors and assigns. Tapjoy and Advertiser are independent contractors, and neither Tapjoy nor Advertiser is an agent, representative or partner of the other. This Agreement sets forth the entire agreement between Tapjoy and Advertiser, and supersedes any and all prior and concurrent agreements (whether written or oral) with respect to the subject matter hereof. In the event of any conflict or inconsistency between an applicable Insertion Order and these Terms and Conditions, the terms of the Insertion Order shall govern and control. The terms of any Insertion Order may only be modified upon mutual written agreement of the parties executed by representatives of each party, respectively; provided, however, that certain IO modifications, including modifications to bid price and campaign dates, shall be deemed effective upon email confirmation by Advertiser to Tapjoy. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision contained in this Agreement is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect. Neither party shall be responsible for failure to perform any obligations hereunder (other than the obligation to pay amounts due) due to a cause beyond its reasonable control, including, without limitation, terrorism, fire, civil disturbance, war, rebellion, earthquake, flood and similar occurrences, provided that performance shall resume as soon as possible after the cause no longer prevents performance. The use of headings herein is for convenience only and shall not be used to interpret this Agreement.
Tapjoy Advertiser Terms of Service updated September 16, 2015.
You are responsible for reviewing the documents that make up the Agreement before clicking “I accept” or accessing any of our Services. By clicking to accept the Terms of Service, you agree to be bound by the Agreement; if you are an individual acting on behalf of a company or other entity, you represent that you have the authority to bind that entity and accept this Agreement on its behalf. If you, as an individual, do not have that authority, or if either you or the entity you represent do not accept the Agreement, then you should not click to accept and Tapjoy does not authorize you or the entity to access or use our Services. (References to “you” or “Publisher” mean the person or entity accepting the Terms of Service; references to “we” or Tapjoy” mean Tapjoy, Inc.)
Exhibit A - Exchange Services Terms
Our exchange partners require us to impose these additional terms covering your use of Exchange Services. Please review the Exchange Services Terms below, which are hereby incorporated into and form part of the Agreement. If you do not accept them, you must opt out of Exchange Services; failure to opt out is deemed acceptance.
Last Updated: May 22, 2017.
Effective as of May 22, 2017 for publishers signing up on or after that date; effective as of June 1, 2017 for pre-existing Tapjoy publishers.
Tapjoy is a member of the Interactive Advertising Bureau (“IAB”) and abides by the IAB Code of Conduct including its “Self Regulatory Principles for Online Behavioral Advertising.” More information about the IAB may be found here. If you have any questions, please contact us at firstname.lastname@example.org.
Tapjoy Ad Platform Privacy Practices
1. The Information We Collect via the Tapjoy Ad Platform
When you interact with a mobile application that has partnered with Tapjoy for the purpose of displaying advertisements within the app (a “Partner App”), we and/or our service providers may collect a variety of information about your device and the Tapjoy ads that you view. The Publisher of the Partner App is responsible for obtaining your consent, if required and as applicable, to enable us to collect information from your device. The information we collect may include the following:
- Information about your device.We may collect some or all of the following information about your device: device identifiers, which may include Google Advertising ID (GAID), Android ID, ID for Advertisers (IDFA), ID for Vendors (IDFV), MAC address, International Mobile Equipment Identity (IMEI), or other unique device identifiers; device type (e.g., mobile, tablet); type and version of operating system (e.g., Android, iOS); network provider; IP address; mobile browser (e.g. Safari, Chrome, etc.); the carrier user ID (a number uniquely allocated to you by your network provider); Tapjoy SDK version used by the Partner App; timestamp; API key (identifier for application); Partner App version; manufacturer and device model; language setting; time zone; network status type (such as WiFi); list of installed apps (the applications and/or processes which are installed or run on your device while the Partner App is active or inactive).
- Information from our partners. Our Publishers and other third-party partners may sometimes disclose to us information they have separately collected about you so that we can improve the relevance of the ads we serve on their behalf. They do this in accordance with their own privacy policies and subject to their own applicable legal requirements.
2. How We Use the Information We Collect via the Tapjoy Ad Platform
We use the information we collect through the Tapjoy Ad Platform, where and as permitted by applicable law, to:
- Display interest-based advertising customized to individuals’ inferred interests, preferences and locations, and to analyze the effectiveness of the ads.
- We use this information to provide filtering options for Publishers to manage ads appearing in their Partner Apps, and to provide targeting options for Advertisers.
- For example, we use this information to avoid presenting you with ads that you have already seen, and to help our Advertiser clients to serve ads that are more likely to be of interest to you.
- Track your interaction with ads and to ensure you receive any virtual awards you have earned via ad engagements.
- Respond to your customer support inquiries and to facilitate accurate resolution of any customer support problems that may arise.
- Perform analysis and research aimed at improving our services.
- Display contextual advertising (advertising based upon the context of the App).
- Manage frequency capping of displayed ads (so you don’t see the same ad multiple times), conversion tracking (so you can receive any reward earned by interacting with an ad), reporting, and security and fraud detection.
We keep this collected information as long as it remains necessary to provide the Tapjoy Services.
3. How We Share the Information We Collect via the Tapjoy Ad Platform
We share the information that we collect through our advertising platform in the following ways:
- Publishers and Advertisers. We may share the information with our Publishers and Advertisers to aid in their understanding of how end users are using Partner Apps and engaging with ads
- Service Providers. We may share your information with the service providers who perform services on our behalf, such as providers of analytics, payment processing, product fulfillment, technical infrastructure, data services, engineering and other technical support, and email and customer support. Under our agreements with our service providers, they can use this information only as needed to perform their services; they cannot use it for their own purposes. A list of service providers who may have access to information collected via our advertising platform can be found here: https://home.tapjoy.com/info/about-tapjoy/privacy-policy/third-party-vendors/.
- Tapjoy Affiliates.We may share your information among Tapjoy affiliates (for purposes hereof, the term “affiliate” means an entity controlled by, controlling or under common control with Tapjoy) so that we can better provide advertising that is relevant to you. A current list of Tapjoy affiliates can be found here https://home.tapjoy.com/info/about-tapjoy/privacy-policy/affiliates/.
- Business Transaction. We may share your information in connection with any merger, reorganization, a sale of some or all Tapjoy assets, or a financing or acquisition of all or a portion of our business by another company.
- Consent. We may share your information in any circumstances where we have your consent.
4. Opting Out of Tapjoy Interest-Based Advertising
As described above, we use the information we collect when you use our Partner Apps or visit our website for purposes including in order to serve you with interest-based ads based on your inferred interests, preferences and location.
If you prefer not to receive ads that are tailored to your interests, you can opt out of Tapjoy using your information to provide you interest-based ads at any time by going to the Tapjoy Opt-Out page: https://home.tapjoy.com/info/third-party-opt-out/. You can also usually opt out of the receipt of all in-app interest-based ads by using your device’s privacy settings. Each operating system (e.g., iOS, Android) provides its own instructions on how to prevent the delivery of such in-app ads. Please review the support materials and/or the privacy settings for your device’s operating system in order to opt-out of interest-based in-app ads. Please note that if you opt out of Tapjoy using your information for interest-based advertising you may still receive “generic” ads from us that are not based on your inferred interests.
5. Customer Support.
If while using one of our Partner Apps you recognize a problem with an integrated Tapjoy ad and notify us of the problem or otherwise contact us via email or with a question, we will ask for your email address or other contact information so that you can receive a response.
Tapjoy Web Services Privacy Practices
The Information We Collect via Tapjoy Web Services When you use Tapjoy Web Services, we collect different types of information from and about you based on which service you are using. Please do not use the Tapjoy Web Service(s) if you do not agree to the collection and use of your information as detailed below.
“Tapjoy Web Services” means, collectively: the MyTapjoy functionality (www.my.tapjoy.com), accessible both online and via the MyTapjoy application, that allows users to view advertisements in exchange for in-game currency rewards (collectively, “MyTapjoy”); the Tapjoy dashboard accounts used by Tapjoy Advertisers and Publishers to manage their use of Tapjoy’s products and services (“Dashboard”), and the Tapjoy corporate website that provides viewers with general information about Tapjoy and our products and services (the “Website”) ( www.tapjoy.com).
Information You Voluntarily Provide In Creation of MyTapjoy Accounts.
If you use MyTapjoy, we collect information that you may provide voluntarily during your creation and use of your MyTapjoy account, such as your username, password and/or email address.Information You Voluntarily Provide In Creation of a Dashboard Account. If you use Tapjoy to create an Advertiser or Publisher Dashboard account, we collect information that you provide voluntarily during your creation and use of your Dashboard Account, which may include your name, the name of your company, your username and password, your email address, postal address, phone number, and payment information, as well as any required financial information such as your tax ID, VAT, or sales tax registration number or any other relevant tax number and credit card information.
Use of Dashboard and MyTapjoy Collected Information. We collect information from you that you voluntarily provide via your Dashboard account or your MyTapjoy account or that you allow us to access when you do certain things, such as when you:
- Register to use the Dashboard or MyTapjoy
- Edit your MyTapjoy or Dashboard profile
- Contact us for customer support
- Respond to a survey or register for a promotion
- Participate in sweepstakes or contests
- Request certain features (e.g., newsletters, updates, or other products)
- Submit feedback to us.
Tapjoy Website and Social Media Channels.
We may also collect user-generated content you post to the Tapjoy Website or Tapjoy social media channels, such as in a discussion board, blog, or other forum. You understand that we cannot control what other users do with any content (including without limitation images, ratings, captions, and comments) you voluntarily post. You should not post any sensitive personal data, such as details of your ethnicity, health or political preferences or photos of yourself to any Tapjoy board, blog, social media channel, or forum, nor should you allow other users to have access to your content if you do not wish them to make your content publicly available to be collected and used by others, or to be redistributed through the Internet and other media channels.
Information from You About Others.
If we offer a referral option and you choose to use it to invite a friend to use Tapjoy, we will ask you for your friend’s email address. You must make sure you friend has consented before you provide us with your friend’s email address. We will automatically send your friend a one-time email inviting your friend to visit Tapjoy. We store this information only to send this one-time email to your friend and track the success of our referral program.
Additional Publisher or Advertiser Dashboard Users.
We also provide registered Publishers or Advertisers with the option of adding users to their Publisher or Advertiser Dashboard accounts. When they do so we will collect the email address of the employee or other individual they wish to add. We will then send that individual a one-time email informing them they have been added. For individuals who are not employees of the Publisher or Advertiser, the Publisher or Advertiser must have their consent prior to providing us with their email address.
Information from Third Parties.
Tapjoy’s Cookies and Related Tracking Technologies.
When you use the Tapjoy Web Services, we may place and read cookies or access information on your device to obtain information about the performance of our site, enable you to move around the site, to record your preferences and to serve you with advertising that is relevant to your interests. This information may, where permitted by applicable law, then be combined with other information we hold about you. Information and technologies we may use include:
When you interact with the Tapjoy Web Services, we may collect information such as (a) IP addresses, unique device identifiers (e.g. Google Advertising ID (GAID), Android ID, ID for Advertisers (IDFA), ID for Vendors (IDFV), MAC address, International Mobile Equipment Identity (IMEI), or other device IDs), and other information about your device(s), browser types, browser language, operating system, the state or country from which you accessed the services; and (b) information related to the ways in which you interact with the Tapjoy Web Services, such as: referring and exit pages and URLs, platform type, the number of clicks, internal Tapjoy subdomain names, landing pages, pages viewed and the order of those pages, the amount of time spent on particular pages, the date and time you used the services, error logs, and other similar information. As described in “Third Party Online Analytics and Tailored Advertising” below, we may use third party analytics providers and technologies, including cookies and similar tools, to assist us in understanding how the Tapjoy Web Services are used.
We may make ad offers available to you that ask you for, access, or track geo-location-based information from your mobile device while downloading or using the MyTapjoy mobile app or functionality. If you choose to engage with these ad offers, we will receive certain information about your location, which may include country, state, city, or more specific location information, in order to provide you with the requested ad-related services including geographically relevant features, offers, applications, and application recommendations.
Cookies and other technologies.
In addition to cookies, we and/or our third-party advertising partners may use a technology called clear gifs (a.k.a. Web Beacons/Web Bugs) that help us better manage and analyze content. Clear gifs are tiny graphics with a unique identifier, similar in function to cookies, and are used to track the online movements of web users. In contrast to cookies, which are stored on a user’s computer hard drive, clear gifs are embedded invisibly on web pages. Where permissible under applicable law, we may also include Web beacons in e-mail messages or newsletters to determine whether the message has been opened and for other analytics purposes.
2. Third Party Online Analytics and Tailored Advertising
To help us better understand your use of the Tapjoy Web Services, we may use third-party web analytics providers, such as Google Analytics. These service providers use the sort of technology described in the “Tapjoy’s Cookies and Related Tracking Technologies” Section above. The information collected by this technology will be disclosed to or collected directly by these service providers, who use the information to evaluate users’ use of the websites. To prevent Google Analytics from collecting or using your information, you may install the Google Analytics Opt-Out Browser Add-on.
When using MyTapjoy or other you may also receive interest-based in-app ads. Each operating system (e.g., iOS, Android) provides its own instructions on how to prevent the delivery of such in-application ads. You may review the support materials and/or the privacy settings for the respective operating systems in order to opt-out of interest-based in-app ads. For any other devices and/or operating systems, please visit the privacy settings for the applicable device or operating system or contact the applicable platform operator.
3. How We Use the Information We Collect via the Tapjoy Web Services
We use the information we collect from and about you through the Tapjoy Web Services to:
- Provide the Tapjoy Web Services
- Manage your MyTapjoy, Publisher, or Advertiser account
- Communicate with you, including responding to your inquiries, informing you about products and services based on with your marketing preferences, and notifying you of new features
- Fulfill your requests for products and services and conduct business with you (e.g. reporting and payment)
- Generate reports about our user base and service usage patterns, analyze the accuracy, effectiveness, and popularity of the service
- Improve our content and features and personalize the content and advertising you see
- Tapjoy retains the collected information for so long as we continue to provide the Tapjoy Services.
4. How We Share the Information We Collect via the Tapjoy Web Services
- Service Providers.
We may share your information with a variety of service providers who perform services on our behalf. Unless we tell you otherwise, service providers are only permitted to use your information on our behalf and cannot use it for their own purposes. These service providers include analytics providers, advertisers, payment processors, product fulfillment providers, providers of technical infrastructure, engineers or other technical support, email providers, and customer support vendors. A list of our service providers can be found here https://home.tapjoy.com/info/about-tapjoy/privacy-policy/third-party-vendors/.
- Tapjoy Affiliates.
We may share your information among Tapjoy Affiliates so that we can better provide advertising that is relevant to you as well as generally to provide the services as applicable.
- Legal Purposes.
- Business Transaction.
We may share your information in connection with any merger, reorganization, a sale of some or all Tapjoy assets, or a financing or acquisition of all or a portion of our business by another company.
We may share your information in any other circumstances where we have your consent.
5. Your Choices.
You have a number of choices as you use the Tapjoy Web Services:
- Commercial Marketing.
- Publisher and Advertiser Accounts.
If your name has been added to a Publisher or Advertiser account and you wish to no longer have your email address used you may contact us at email@example.com.
- Account Deactivation.
You may request deactivation of your Dashboard account or your MyTapjoy account by sending an e-mail to firstname.lastname@example.org. Please note that some information may remain in our private records after deactivation of your account. We may use any aggregated data derived from or incorporating your personal information after your account is deactivated, but not in a manner that would identify you personally.
III. Tapjoy General Privacy Practices
We have put in place physical, electronic, and managerial procedures designed to safeguard, and to help prevent unauthorized access to, your information and to maintain data security. These safeguards take into account the sensitivity of the information that we collect, process and store and the current state of technology. Although we take appropriate measures to safeguard against unauthorized disclosures of information, the Internet and the services are not 100% secure so we cannot assure you that information we collect or store will be protected from all unauthorized access.
Tapjoy does not knowingly collect or solicit personal information from children under the age of 13, and we do not knowingly allow such persons to use our services. If you are under 13, please do not attempt to register for MyTapjoy or any other Tapjoy service or send any information about yourself to us. In the event that we learn that we have collected personal information from a child under age 13 without verified parental consent, we will delete that information as quickly as possible. If you believe that we might have any information from or about a child under 13, please contact us at email@example.com.
Many browsers and devices allow the user to limit tracking by enabling a preference called “Do Not Track.” Tapjoy recognizes such preferences, and responds to them when they are enabled in a device or browser by providing generic advertising offers only, rather than using collected data to provide targeted advertising offers.
California law permits users who are California residents to request and obtain from us once a year, free of charge, a list of the third parties to whom we have disclosed their personal information (if any) for their direct marketing purposes in the prior calendar year, as well as the type of personal information disclosed to those parties. As explained above, Tapjoy does not sell or share your personal information with third parties for their own marketing purposes.
You may, under applicable law, have the right to access, correct, update or delete the personal information Tapjoy holds about you. In order to exercise your rights, to the extent permitted and required of Tapjoy under applicable law, please contact us at firstname.lastname@example.org.
If you have a MyTapjoy account or a Publisher or Advertiser Dashboard account , you may, through your account settings, access and, in some cases, change or delete your username and password, email address, and user profile information that you have previously entered. The information you can view and update through your account settings may change as the Tapjoy Web Services change. You may also request to access or remove personal information we have about you by emailing us at email@example.com.
In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why.
Tapjoy uses the information we collect when you use our Partner Apps or visit our websites to serve you with interest-based ads based on your inferred interests, preferences and location.
If you prefer not to receive ads that are tailored to your interests, you can opt out of Tapjoy using your information for interest-based advertising purposes at any time. Depending on the type of device you have, you will need to either change settings on the device or submit your Device ID.
Please note that if you opt out of Tapjoy using your information for interest-based advertising, you may no longer receive offers through the Tapjoy network including offers to receive rewards by responding to ads hosted by Tapjoy within Partner Apps. You may still receive “generic” ads from us that are not based on your inferred interests.
Opting out on iOS devices such as iPhones, iPads or iPods:
If you have an iOS device, you can opt out of interest-based advertising by updating to iOS 6.0 or higher, and setting Limit Ad Tracking to ‘ON’. You can do this by clicking on Settings -> General -> About -> Advertising and toggling Limit Ad Tracking to ‘ON’. The Tapjoy Platform is designed to respect your choice and not use information to provide interest-based advertising when this setting is ON.
Opting Out on Android Devices:
If you have an Android device and would like to opt out of Tapjoy’s interest-based advertising, you can do so by entering your phone’s Advertising ID here. You may also opt out of interest-based advertising by opening the ‘Google Settings’ app on your device, selecting ‘Ads’, and selecting ‘Opt out of interest-based ads’.