These Terms of Service together with any applicable Quotation or Order Form issued (the "Agreement") is an offer from Tapple, Inc., a Delaware corporation, with an address at 400 TradeCenter, Suite 5900, Woburn, MA 01801 ("Tapple") to sell the quoted services (the "Service" or "Services") to the named Client (the "Client" or "you" or "your"), conditional on the Client's agreement to the terms set forth below ("Terms") and Tapple agrees to provide the Service only upon this Agreement.
Except as specifically provided otherwise below and specifically agreed to in writing by Tapple, this document constitutes the entire agreement of the parties with respect to the purchase and sale of the Services and supersedes all prior understandings or agreements, whether written or verbal. No term or condition of Client's order inconsistent with the Agreement hereof shall be binding. Any additional or different terms, including but not limited to those on Client's purchase orders (the "Purchase Orders"), are hereby rejected by Tapple and disclaimed by Client. Any amendment to these terms and conditions must be in writing and agreed to by Tapple unless otherwise specified in the Quotation or Order or unless withdrawn earlier by Tapple, the Quotation or Order form will expire thirty (30) days from the date issued.
By signing up for the Free package option Client agrees to the terms of this Agreement and the information describing the applicable Free package on the Site. Should Client at any time request a subscription plan requiring payment, Client will be subject to the applicable Sections in this Agreement governing the type of paid plan Client requested. Client may deactivate Free package account at any time. Client account, including any Free package experiences created, will remain active and available until you request a deactivation. For what it means to have Client account deactivated, see Section entitled "Consequences of Deactivation" below.
Client agrees to pay Tapple the fees according to the specified paid package and Services presented to Client in this Agreement. Client agrees to these Terms and any statements of work executed by Client and will be subject to fees in accordance with such statements of work. Client will be subject to all charges and fees as defined in the Quotation or Order Form even if Client is not generating experiences, Client experiences are not being scanned or Client otherwise decides not to use Client’s account. Tapple may revise package pricing at any time. Tapple will provide Client with at least 30 days advance notice before revisions become applicable to you (or a longer period of notice if this is required by applicable Law).
Payment is expected within agreed upon terms and payable in U.S. dollars, unless a local currency is displayed.
Campaign contracts require a 50% retainer due seven (7) days prior to go-live date and final 50% payment due within 30 days of activation completion. Clients with campaigns lasting longer than six months may be required to enter into an alternate payment schedule with Tapple, the terms of which will be defined in the order or quote form specific to the campaign. Mobile experience engagement overage fees are payable within the agreed upon payment terms. If the Client has purchased a campaign option, new campaigns or extensions require a new quote.
By selecting a monthly subscription, the Client will be invoiced on a regular basis and continuing until such time as the Client account is validly terminated. Tapple requires a two week cancellation notice prior to your next billing date in order to avoid subsequent billing cycle charges. A renewal confirmation will be sent 30 days prior to the renewal date for subscription terms greater than 30 days (e.g. Semi-Annual and Annual).
By authorizing a recurring payment option, Tapple will process payment on a regular basis continuing until such time as the Client account is validly terminated.
If for any reason Tapple is unable to process Client’s scheduled automatic payment, Tapple will attempt to notify the Client via email. Any overdue balance beyond 30 days may result in account deactivation and will be subject to 1.5% interest per month.
Tapple uses a secure third party payment processor whose policies may apply to Client. Client should contact Tapple representative if additional information is required.
Customer support is only available by email unless otherwise stated in the Client’s quote. Phone support is available at an hourly rate.
Tapple may be required to collect and remit sales tax from its customers located in state and local jurisdiction where Tapple is taxable. Tapple will determine Client local taxing jurisdiction based on the billing address listed in the Client’s account. Client shall reimburse Tapple and hold Tapple harmless for all sales, use, VAT, or other taxes or levies which Tapple is required to collect or remit to applicable tax authorities. This provision does not apply to Tapple’s income or franchise taxes, or any taxes for which Client is exempt, provided Client has furnished Tapple with a valid tax exemption certificate.
If Client wishes to cancel a recurring package, Client must contact its Tapple representative at least two weeks prior to the next billing date in order to avoid charges for the subsequent term.
Restarting a cancelled package within one year is subject to a $250 reactivation fee.
Amounts paid for plans, including annual prepayments, are not refundable.
Tapple hereby grants Client a non-exclusive, non-transferable license, without rights to sublicense, to use the Tapple Service for Client’s internal operations only for the time period that Client have paid/or agree to pay the applicable fees. These Terms are not a sale and do not convey to Client any rights of ownership in or related to the Service or Software (as defined below), or any intellectual property rights. All rights not expressly granted to Client are reserved by Tapple. Except as expressly set forth herein, Tapple alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Service or the Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Client or any other party relating to the Service and/or the Software, which are hereby assigned to Tapple.
This Acceptable Use Policy ("AUP") describes acceptable use of and access to mobile technology platforms offered by Tapple on its website ("Site").
Tapple has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Tapple of the site. Use of any such linked website is at the user's own risk.
Tapple may, in its sole discretion re-engineer its network components and/or change the location of its hosting centers. Tapple may also modify and/or replace technology and/or service architectures, without adversely impacting the Services. In addition thereto, Tapple may, from time to time, provide enhancements or improvements to the features/functionality of Services, which may include patches, bug fixes, updates, upgrades and other modifications (collectively, "Updates"). Such Updates may modify or delete certain features and/or functionalities of the Services. To this end, Client hereby agrees that Tapple has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of Services to Client and/or the End-Users. Client further agrees that all Updates will be: (i) deemed to constitute an integral part of the Services, and (ii) subject to the terms of this Agreement.
Client will not, and will not permit any third party to: reverse engineer (except to the extent statutory law expressly prohibits or limits restrictions on reverse engineering, but only to the extent required by such statute), decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or Software; or use the Services or Software other than in accordance with these Terms and in compliance with all applicable laws and regulations and intellectual property.
To enable the provision of the Services, the Client shall register for and maintain an active account ("Account"). The use of the platform is limited to a single Client as named in the account profile. The account user must be at least 18 years of age. Tapple shall, in no manner whatsoever, be liable for any violation of the foregoing.
For the sole purpose of providing and improving the Services, Tapple may collect and use data relating to the usage of the Services, including without limitation monitoring and analyzing usage and traffic patterns of its websites and Services. Such usage data: (a) is not Client Data; (b) does not include any personal information about Client or the End-Users; and (c) is owned by Tapple.
Client will indemnify, defend, and hold harmless TAPPLE, its affiliates, and its and their respective directors, officers, employees, representatives, consultants, agents, suppliers, and licensors from and against all losses, claims, liabilities, demands, complaints, actions, damages, judgments, settlements, fines, penalties, damages, expenses, and costs (including without limitation reasonable attorneys’ fees) that arise out of or in connection with Client's access to or use of the Site, Client's misuse of any material, data, or other information downloaded or otherwise obtained from the Site, Client's submission of User Generated Content, Client's order of products through the Site, or Client's violation of these Terms. We reserve, and Client grants to us, the exclusive right to assume the defense and control of any matter subject to indemnification by Client.
THE SERVICE IS PROVIDED "AS IS," "AS AVAILABLE," AND WITHOUT ANY WARRANTY OF ANY KIND. TAPPLE MAKES COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT ALL MATERIAL, INFORMATION, AND DATA ON THE SERVICE (EXCLUDING USER GENERATED CONTENT) IS ACCURATE AND RELIABLE, BUT ACCURACY CANNOT BE GUARANTEED. TAPPLE DOES NOT GUARANTEE THE QUALITY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF THE SITE. TAPPLE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVERS THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL CONDITIONS OR COMPONENTS. TAPPLE IS NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL ERRORS ON THE SITE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TAPPLE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE, INCLUDING WITHOUT LIMITATION THOSE REGARDING AVAILABILITY, QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR ANY USE OR PURPOSE, COMPATIBILITY WITH ANY STANDARDS OR USER REQUIREMENTS, TITLE, AND NON-INFRINGEMENT. TAPPLE HAS NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATION.
CLIENT USE OF THE SERVICE IS AT CLIENT’S OWN RISK AND CLIENT, ALONE, IS RESPONSIBLE FOR ANY DAMAGE TO CLIENT’S COMPUTER HARDWARE, SOFTWARE, SYSTEMS, AND NETWORKS, ANY LOSS OF DATA THAT RESULTS FROM ANY INFORMATION FROM THE SITE, AND FOR ANY OTHER DAMAGE THAT MAY BE INCURRED. TAPPLE MAKES NO REPRESENTATION THAT THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OTHER THAN THE UNITED STATES. IF CLIENT CHOOSES TO ACCESS THE SERVICE FROM LOCATIONS OTHER THAN THE UNITED STATES, CLIENT DOES SO AT CLIENT’S OWN RISK AND CLIENT IS RESPONSIBLE FOR COMPLYING WITH APPLICABLE LAWS AND REGULATIONS. NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED BY CLIENT FROM TAPPLE OR IN ANY MANNER FROM THE SERVICE CREATES ANY WARRANTY.
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL TAPPLE, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, CONSULTANTS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY OTHER LOSS OR DAMAGE OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR YOUR USE OF THE SERVICE (INCLUDING WITHOUT LIMITATION THE INPUT OF PERSONALLY IDENTIFIABLE AND OTHER INFORMATION INTO THE SERVICE), WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND EVEN IF TAPPLE HAS EXPRESS KNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP ACCESSING AND USING THE SITE. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL TAPPLES’ LIABILITY TO YOU EXCEED $100, EVEN IF THIS REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
Client hereby warrants that Client is not a Restricted Person. For purposes of these Terms, Client is a Restricted Person if Client or any officer, director, or controlling shareholder of the entity on behalf of which Client are using Tapple or the Services is (1) a national of or an entity existing under the laws of Cuba, Iran, Sudan, Syria, or any other country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (2) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (3) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (4) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (5) owned, controlled, or acting on behalf of a Restricted Person. If Client become a Restricted Person during the term of these Terms, Client shall notify Tapple within twenty-four (24) hours, and Tapple shall have the right to terminate any further obligations to Client, effective immediately and with no further liability to Client, but without prejudice to Client's outstanding obligations to Tapple. Client agree that Client shall not utilize Tapple, the Services or the Experiences to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorized in advance in writing by the U.S. Government. Client may not remove or export from the United States or allow the export or re-export, or any direct product thereof, including Data or technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.
These Terms will be governed by the laws of the United States of America and the State of Massachusetts without regard to conflicts of law principles, except that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
Any dispute relating to Tapple, the Experiences, the Services or these Terms that cannot be resolved by the parties will be resolved by arbitration in Boston, Massachusetts USA under the Commercial Arbitration Rules of the American Arbitration Association or any other rules mutually agreeable to the parties. Any dispute involving claims asserted by both parties that are less than $100,000 in the aggregate will be resolved by a single neutral arbitrator. Any dispute involving claims asserted by both parties that in the aggregate equal or exceed $100,000, or claims that seeks injunctive or equitable relief, will be resolved by a panel of three neutral arbitrators as follows: each party will appoint an arbitrator and those two arbitrators will appoint a third arbitrator who will chair the arbitration panel. If one of the parties fails or refuses to appoint an arbitrator within 30 days after the date the other party appoints its arbitrator, that first appointed arbitrator will be the sole arbitrator. Both parties consent to the jurisdiction of that arbitrator or arbitration panel, as appropriate. All proceedings will be conducted, and all documents submitted in connection with those proceedings will be presented, in the English language. Arbitration proceedings may be consolidated with arbitration proceedings pending between other individuals or entities if the arbitration proceedings arise out of the same transaction or relate to the same subject matter. Consolidation will be by order of the arbitrator(s), in any of the pending cases, or if the arbitrator(s) fail to make the order, the parties may apply to any court of competent jurisdiction for that order. The arbitrator(s) will have the authority to award any remedy or relief that a court could order or grant, including specific performance of any obligation created under these Terms, the awarding of punitive damages, the issuance of an injunction or the imposition of costs. The award will be in writing, will be signed by the arbitrator(s) and will include findings of fact, conclusions of law and a statement regarding the disposition of each claim. The award will be final and binding on the parties. To the extent permitted by Applicable Law, judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction over the parties or the dispute. Neither party may disclose the existence, content, results or any other information about the dispute, the arbitration or the award to any person except as necessary to enforce the award or as required by Applicable Law.
Notwithstanding the Arbitration Section above: (a) the parties will be entitled to interim or provisional relief from a court that may be necessary to protect the rights or property of that party pending the arbitration process; and (b) the parties may waive their rights under the Arbitration Section and instead elect to have any dispute arising out of or related to Tapple, the Experiences, the Services or these Terms resolved by the courts of the state, province, commonwealth, or country where Client are located, and in that case, the parties agree that those courts will have exclusive jurisdiction in relation to that dispute.
We may assign our rights and delegate our duties under these Terms at any time to any party without notice to the Client. Client may not assign these Terms without Tapple’s prior written consent.
Neither party will be in default or otherwise liable for any delay in or failure of its performance under these Terms if the delay or failure arises from any reason beyond its reasonable control, including any act of God, any acts of the common enemy, terrorism, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications, strikes, labor disturbances or slowdowns, or any act or failure to act by the other party or its employees, agents or contractors. The parties will promptly inform and consult with each other as to any of the above causes that in their judgment may or could be the cause of a delay in the performance of its obligations under these Terms.
These Terms do not confer any rights, remedies, or benefits upon any person other than Client, except that our affiliates are third-party beneficiaries of these Terms.
These Terms, along with Tapple's Privacy Notice are the entire agreement between Client and Tapple with respect to Client's access to and use of the Site and Services. Tapple's failure to enforce any provision in these Terms will not constitute a waiver of that provision or any other provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Tapple. If any provision of these Terms is held invalid, void, or unenforceable, that provision will be considered severable from the remaining provisions and the remaining provisions will remain in full force and effect. The headings in these Terms are for convenience only and do not affect the interpretation of these Terms. These Terms will inure to the benefit of Tapple's successors and assigns.
Any provisions of these Terms that are intended to survive termination (including any provisions regarding indemnification or limitation of our liability) will continue in effect beyond any termination of these Terms or of Client's access to the Site.
These Terms and any other documentation, agreements, notices, or communications between Client and Tapple may be provided to Client electronically to the extent permissible by law. Please print or otherwise save a copy of all documentation, agreements, notices, and other communications for Client's reference.
Please direct any questions and concerns regarding these Terms to Tapple at firstname.lastname@example.org.