TapResearch Developer Terms and Conditions

Last updated: October 15, 2021


THESE DEVELOPER TERMS AND CONDITIONS (“AGREEMENT”) ARE BETWEEN THE DEVELOPER USING THE TAPRESEARCH PLATFORM (“YOU,” “YOUR,” OR “DEVELOPER”) AND TAPRESEARCH, INC. (“WE,” “OUR,” OR “TAPRESEARCH”) AND CONSTITUTES THE ENTIRE UNDERSTANDING RELATED TO THE SUBJECT MATTER HEREOF. BY CHECKING THE BOX OR CLICKING TO ACCEPT WHERE SUCH OPTION IS PRESENTED TO YOU, OR BY YOUR CONTINUED USE OF THE SDK FOLLOWING OUR PUBLICATION OF A CHANGE NOTICE, REVISED TERMS AND CONDITIONS, OR REVISED DOCUMENTATION OR ANY POSTING OF THE FORGOING ON THE WEBSITE LOCATED AT https://www.tapresearch.com (“TAPRESEARCH WEBSITE”), YOU HEREBY ACKNOWLEDGE AND AGREE THAT: (A) YOU HAVE READ, FULLY UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT; AND (B) YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MAKING SURVEY OFFERS AVAILABLE VIA YOUR APPLICATION(S) AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH HEREIN. NOTWITHSTANDING THE FORGOING, YOUR INCLUSION IN TAPRESEARCH’S DEVELOPER NETWORK IS CONDITIONED UPON YOUR MEETING THE ELIGIBILITY REQUIREMENTS SET FORTH IN SECTION 2 BELOW.

1. Definitions

“Alternative Payment Service” means Developer’s service within each Application that allows Users to participate in Survey Offers in order to receive incentives within the Application including without limitation virtual currency, unlocked content or features, level advancement, or additional strength, power, or life/lives.

“Application” means an online website or mobile application developed and offered by Developer, and approved by TapResearch, which meets the Eligibility Requirements set forth in Section 2 below.

“Completed Survey” means a Survey Offer completed by a User, wherein the User provides a genuine response to all of the questions presented in the Survey Offer and takes such other steps as may be required to complete the Survey Offer, as determined by TapResearch in its sole discretion. For the avoidance of doubt, any responses to Survey Offers that are either partially or entirely fake, completed by anyone other than a User, or incomplete, as determined by TapResearch in its sole discretion, shall not be considered a Completed Survey.

“Developer Compensation” means the market rate of compensation paid to Developer by TapResearch in connection with Completed Surveys. TapResearch does not pay a fixed amount per Completed Survey, but rather determines the amount to pay based on many variables in the market such as whether the Completed Survey is paid for by a third party or TapResearch, what type of survey it is, the type of Developer’s app, the type of Surveys, whether the Completed Surveys meet the Survey provider’s requirements to be “qualified” or “unqualified”, and the different costs of developing and supporting different Surveys in different types of Applications and more. The Developer Compensation is determined at TapResearch’s sole reasonable discretion.

“SDK” means the software development kit, the source and object code contained therein, and all associated documentation, including any and all modifications, improvements and updates thereof, provided by TapResearch to Developer for the purpose of making Survey Offers available to Users through the Alternative Payment Service.

“Survey Offers” means any and all surveys and the like that are furnished by TapResearch to Developer, which are presented, offered and delivered to Users via the Alternative Payment Service within each Application. Each Survey Offer will contain a number of survey questions to be determined by TapResearch in its sole discretion.

“TapResearch Audience API” means the API that may be made available by TapResearch to Developer to enable Developer access demographic data about Survey audiences.

“User” means a human end user of the Application who is not utilizing the Application via a robot or algorithm.

“User Data” means all data and information generated or otherwise collected in connection with the Survey Offers and SDK.

2. Eligibility Requirements. Developer’s eligibility for participation in TapResearch’s “Developer Network” and ongoing eligibility to remain in the Developer Network is conditioned upon Developer meeting and continuing to meet the following minimum requirements (“Eligibility Requirements”). In the event that TapResearch determines, in its sole and absolute discretion, that Developer does not or no longer meets any of the Eligibility Requirements, TapResearch reserves the right to deny entry to, or immediately remove Developer from, the Developer Network.

(a) Developer has submitted and received TapResearch’s written approval of Developer’s application for inclusion in the Developer Network (the “Program Application”), which approval shall be granted or withheld in TapResearch’s sole discretion;

(b) Developer is at least eighteen (18) years of age or a corporate legal entity in good standing;

(c) Developer has the necessary rights and authority to enter into and perform the obligations required of it under this Agreement;

(d) Developer is in compliance with all terms and conditions set forth in this Agreement;

(e) All information which Developer has provided to TapResearch, including but not limited to information provided in the Program Application and all other information about Developer’s business provided in connection with the Developer Network, including all relevant payment information (e.g., a W-9), is and will remain accurate, complete and current;

(f) Developer is the registered owner of the Application(s) listed on the Program Application, including all domain names;

(g) None of the Application(s) contain any unlawful, defamatory, offensive, libelous, harassing, abusive, fraudulent, pornographic or obscene content or material;

(h) Each Application(s) is technically and fully compatible with the Google Android (if deployed on Android) and/or the Apple iOS (if deployed on Apple iOS) operating system and delivery platform;

(i) Developer and its Application(s) are not subject to any pending lawsuits, fines, or government or regulatory actions;

(j) If Developer is permitted access to the TapResearch Audience API, Developer will only use any information obtained from the TapResearch Audience API for the sole purpose of improving Developer’s own products and services, and in no event shall Developer sell, transfer, or use any information obtained from the TapResearch Audience API for marketing purposes; and

Developer will provide TapResearch with any information, records, or materials that TapResearch requests to verify Developer’s compliance with the Eligibility Requirements and the terms and conditions of this Agreement. TapResearch may also request at any time that Developer remove the SDK and/or Survey Offers from certain Application(s), or cease accessing the TapResearch Audience API, with or without cause, and Developer will make commercially reasonable efforts to comply with all such requests.

3. Survey Offers and Application.

3.1. Implementation of Survey Offers. Developer will display all Survey Offers through the Alternative Payment Service in accordance with this Agreement. Developer shall comply with any placement and delivery requirements, any requirements to implement code and any technical specifications that are provided by TapResearch at any time to enable proper display of the Survey Offers. Any exceptions to the forgoing requirement must be approved by TapResearch in writing. Developer will be solely responsible for any and all costs Developer incurs for the display of the Survey Offers in accordance with such specifications and for any programming related to the same which Developer elects to undertake. Subject to the terms of this Agreement, Developer shall have a non-exclusive, revocable and limited right during the Term, to use the SDK solely for purposes of implementing the Survey Offers within its Application as set forth in this Section 3.1. TapResearch reserves the right to update the SDK from time to time, in its sole discretion. To the extent necessary, Developer will update its Application with the latest SDK, within ten (10) days of its receiving notice of such updated SDK or within a commercially reasonable timeframe. Developer understands that a failure to update an Application with the latest SDK may result in such Application being incapable of rendering Survey Offers.

3.2. Use Restrictions. Unless TapResearch approves specifically in writing: (i) Developer may only use the SDK as provided by TapResearch, without modification; (ii) Developer shall not modify or alter the content, text or appearance of any Survey Offers, or aggregate the Survey Offers with other offers (e.g., by creating an aggregate offerwall that combines Survey Offers with other offers); (iii) Developer shall not make available other offers (whether its own or from third parties) similar to the Survey Offers in connection with any Application that provide incentives to Users in exchange for acting upon such promotional offers; and (iv) Developer may not provide the SDK or disclose its contents to any third party nor implement the SDK in any applications other than the Application(s) without TapResearch’s prior written approval.

4. Payment.

4.1. Payment Terms. Subject to the terms of this Agreement, for each Completed Survey received by TapResearch, TapResearch shall pay Developer the Developer Compensation: (a) on a monthly basis, and (b) within ninety (90) days following the last day of each calendar month period during which the Completed Survey was received by TapResearch; provided, however, that amounts payable of less than $250 will be held until amounts due to Developer equal or exceed $250. Developer shall be solely responsible for the payment of, and shall pay when due, all applicable federal and state taxes, including any sales, use, excise or transfer taxes and other taxes associated with payments to Developer under this Section 4 (except for taxes assessed on TapResearch’s net income), and shall indemnify TapResearch for all costs, losses, liabilities and expenses, including penalties, arising from any failure to do so. Further, TapResearch will provide a monthly statement to Developer that documents the calculation of the Developer Compensation due to Developer based on the number of Completed Surveys. Developer further agrees that TapResearch shall have no obligation to issue the Developer Compensation to Developer if TapResearch has not received remittance from the applicable Survey Offer sponsor of all amounts due to TapResearch. In the event of such non-payments or bad debts, TapResearch reserves the right to offset future Developer Compensation payments to Developer or invoice Developer for such amount owed in its sole discretion.

4.2. Fraud and Incompleteness. TapResearch shall not be obligated to pay Developer for any fraudulent actions generated by any person, bot, automated program or similar device in connection with any Survey Offers, as determined by TapResearch in its sole and absolute discretion. Developer shall use its best efforts to promptly notify TapResearch of such fraudulent activity. Additionally, TapResearch will have no obligation to make any payments to Developer based on incomplete Survey Offers (i.e., those that are not Completed Surveys). Developer will forfeit and (if applicable) have offset any payments made which are determined by TapResearch (in its sole and absolute discretion) to have been generated by Developer or from the Application(s) in violation of these Terms or other policy or guidelines established by TapResearch.

5. Publicity. Developer hereby grants to TapResearch a royalty-free, fully paid up, sub-licensable, transferrable, nonexclusive, worldwide and perpetual license to reproduce, display, distribute and otherwise use the trademarks, service marks, logos or other indicia of origin associated with Developer for the purpose of indicating that Developer is a client of TapResearch in TapResearch’s advertising, marketing or other promotional materials. During the Term, both parties shall have the right to issue press releases discussing the partnership created under this Agreement, provided that both parties shall approve of each press release in writing prior to any distribution of such press release (which approval shall not be unreasonably withheld). Neither party may discuss the details of this Agreement as part of the press release.

6. Compliance with Laws and Personal Data.

6.1 Compliance with Laws. Developer represents and warrants that: (a) it will display the Survey Offers and provide any data to TapResearch as required under this Agreement in compliance with all applicable local, state, national and international laws, rules and regulations, including but not limited to the Children’s Online Privacy Protection Act of 1998 (“COPPA”), the CAN-SPAM Act of 2003, any relevant data protection or privacy laws, including without limitation the California Consumer Privacy Act (“CCPA”), the UK General Data Protection Regulation (“UK GDPR”), and the EU General Data Protection Regulation (“GDPR”), and any laws regarding the transmission of technical data exported from Developer’s country of residence; (b) the Application(s) (i) are and will be in compliance with all applicable local, state, national and international laws, rules and regulations, and contractual obligations between Developer and any third party; and (ii) do not and will not violate any third party’s intellectual property or proprietary rights; (c) Developer will not, will not agree to, and will not authorize or encourage any third party to: (i) interfere or attempt to interfere with the proper working of the Alternative Payment Service or prevent others from using the Alternative Payment Service; or (ii) use the Alternative Payment Service or SDK for any fraudulent or unlawful purpose. Violation of any of the forgoing may result in immediate termination of this Agreement at TapResearch’s sole discretion. TapResearch reserves the right, but will have no obligation, to review Developer’s display of the Survey Offers and/or use of the SDK and to use the Application(s) at any time in its sole discretion, in order to determine whether a violation of this Agreement has occurred or to comply with any applicable law, regulation, legal process, or governmental request.

6.2 Personal Data Processed by Developer. Developer represents, warrants, and covenants that it shall process personal data in accordance with the requirements of Data Protection Laws and Regulations.

6.3 Personal Data Elements within TapResearch Materials. The parties also acknowledge and agree that with regard to the control and processing of usage data, demographic data, and compilations thereof, as well as any other personal data elements within the TapResearch materials, TapResearch is the controller and Developer is the processor, as such terms are defined under the Data Protection Laws and Regulations (as defined below). TapResearch shall control and use personal data in accordance with the requirements of Data Protection Laws and Regulations. TapResearch shall have sole responsibility for the accuracy, quality, appropriateness and legality of any such personal data and the means by which the Developer acquires any such personal data. If the parties have not executed a separate data processing agreement, TapResearch’s form of data processing agreement shall apply to any personal data processed by Developer at the direction of TapResearch, as defined in Schedule 1, which is incorporated herein by this reference. “Data Protection Laws and Regulations” means all laws and regulations, including laws and regulations of the United States, European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, applicable to the processing of personal data under this Agreement, including without limitation CCPA, UK GDPR and GDPR.

7. Representations and Warranties. Without limiting any other representation, warranty or covenant herein, Developer hereby represents and warrants to TapResearch that: (a) it has the full right, power and authority to enter into this Agreement; (b) this Agreement is a valid and binding obligation of such party; (c) it has obtained and shall maintain all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder (including, any and all necessary rights or consents from Users to allow User Data to accrue to TapResearch pursuant to this Agreement); and (d) it will comply with all applicable laws, rules and regulations in the performance of this Agreement, including without limitation the Data Protection Laws and Regulations. If this Agreement is being entered into by a company or other legal entity, then the person agreeing to the terms and conditions of this Agreement on behalf of that company or entity (i.e., by checking the box or clicking to accept where such option is presented) hereby represents and warrants that he or she is authorized and lawfully able to bind that company or entity to this Agreement.

8. Indemnification. Developer agrees to indemnify, defend and hold TapResearch and its affiliates and their respective officers, directors, employees, agents, and independent contractors harmless from and against any losses, costs, liabilities, damages, claims and expenses, including attorneys’ fees, arising out of: (a) the breach of the representations, warranties and covenants made by Developer in this Agreement, or (b) claims that any applications (including the Application(s)), products, services or software distributed, made available or developed by Developer infringe any third party’s intellectual property rights, privacy, rights of publicity or other rights. Developer shall not enter into any settlement for which indemnity is sought unless: (a) such settlement includes an unconditional release of TapResearch from all liability on all claims; or (b) the TapResearch gives its prior written approval, which shall not be unreasonably withheld.

9. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TAPRESEARCH MAKES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO ANY MATTER, INCLUDING SURVEY OFFERS AND THE SDK, WHICH ARE OFFERED SOLELY ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND TAPRESEARCH EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, THAT THE SDK AND SURVEY OFFERS OR ANY USE THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SITES OR THE SERVERS THAT MAKE THE SDK AND SURVEY OFFERS AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY USE OF THE SDK AND SURVEY OFFERS IS AT DEVELOPER’S SOLE RISK. TAPRESEARCH DOES NOT WARRANT OR GUARANTEE THE RESULTS OF USING THE SDK OR MAKING AVAILABLE THE SURVEY OFFERS, INCLUDING THAT DEVELOPER WILL EARN ANY PARTICULAR AMOUNTS (OR ANY AMOUNTS AT ALL).

10. Limitation of Liability. IN NO EVENT SHALL TAPRESEARCH, ITS AFFLIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, SUPPLIERS, AFFILIATES, OR THIRD PARTIES PROVIDING INFORMATION ON THE SITES BE LIABLE TO ANY DEVELOPER FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF USE) ARISING OUT OF THE USE OR INABILITY TO USE THE SURVEY OFFERS AND THE SDK, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF TAPRESEARCH OR ANY OF THE RELATED PARTIES NAMED ABOVE HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL THE TOTAL LIABILITY OF TAPRESEARCH, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, SUPPLIERS, OR AFFILIATES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THE SITES OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, ACTIONS BASED ON NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID OR PAYABLE TO DEVELOPER HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM OR $500, WHICHEVER IS LESSER. THE PARTIES AGREE THAT THE FORGOING PROVISIONS FAIRLY ALLOCATE THE PARTIES’ RISKS AND ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN.

11. Ownership. Developer acknowledges that TapResearch will provide Survey Offers for display on the Application(s) pursuant to this Agreement. Developer agrees that it will use any data (including any usage data and compilations thereof), information or software provided by TapResearch to Developer only for the purpose of displaying Survey Offers for TapResearch on the Application(s) as set forth in this Agreement. As between the parties, TapResearch and its licensors will exclusively own and retain all rights, title, and interest in and to: (a) all Survey Offers, (b) the SDK, (c) any usage data and compilations thereof and any User Data collected through the Survey Offers and SDK, and (d) all intellectual property and other proprietary rights related thereto. As between the parties, Developer and its licensors will own and retain all rights, title, and interest in and to the Application(s), excluding the SDK. No rights or licenses, are granted by TapResearch or its licensors under this Agreement except as expressly set forth in this Agreement, and TapResearch hereby reserves all rights not granted herein.

12. Confidentiality. ”Confidential Information” of TapResearch shall mean: (a) the Survey Offers, prior to publication; (b) any data (including any usage data and compilations thereof), information or software relating to or collected through the Survey Offers and SDK (including any and all User Data); and (c) the SDK; and any other information disclosed by TapResearch that is designated in writing, or identified orally at time of disclosure as “confidential” or “proprietary.” Developer will keep confidential, and will not use for any purpose, or disclose to any third party, any Confidential Information of TapResearch except as strictly required to fulfill its obligations or exercise its rights under this Agreement. The forgoing restriction does not apply to information to the extent that such information: (a) has been independently developed by the receiving party without access to the other party’s Confidential Information; (b) has become publicly known through no breach of this Section 12 by the receiving party; (c) has been rightfully received from a third party authorized to make such disclosure; (d) has been approved for release in writing by the disclosing party; or (e) is required to be disclosed by a competent legal or governmental authority, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to disclosure and uses its best efforts to assist in obtaining an order to protect the information from public disclosure.

13. Term and Termination. This Agreement will begin upon TapResearch’s acceptance of Developer’s Program Application, Developer’s satisfaction of the Eligibility Requirements described above, and Developer’s agreement to and compliance with this Agreement and will end upon the earlier of (i) when terminated by either Developer or TapResearch pursuant to this Agreement; when the then current term expires (the “Term”). If not otherwise terminated under this Section 13, the Agreement will have an initial term of one (1) year, and will automatically renew for additional one-year terms upon each anniversary of the Effective Date unless either party gives written notice of non-renewal on or before thirty (30) days before the end of the then current term. TapResearch may terminate this Agreement at any time for any reason or for no reason upon notice to Developer, including but not limited to: (a) actual or suspected failure to meet the Eligibility Requirements; (b) actual or suspected violation of Section 6 (Compliance with Laws); (c) failure to generate at least twenty-five ($25.00) in Developer Compensation, in the aggregate, over the course of six (6) consecutive months; or (d) any other actual or suspected violation of this Agreement. Either party may terminate this Agreement in the event of the other party’s breach by providing notice in writing within thirty (30) days, and in the event the breaching party fails to cure such breach within such thirty (30) day period, the contract will immediately terminate at the expiration of such thirty (30) day period. Upon termination of this Agreement, Developer may, except as otherwise provided herein, receive payments owed to Developer up to the effective date of termination. In addition, upon any termination, all license rights and other privileges granted to you herein shall terminate immediately, and Developer shall immediately cease any and all use of the SDK. Sections 1 and 6 through 15 shall survive any termination of this Agreement.

14. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Francisco, California, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules or pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a federal or state court in San Francisco County, California, to whose venue and jurisdiction each party irrevocably submits. Notwithstanding the forgoing, any dispute arising hereunder will be negotiated in good faith between the parties within forty-five (45) days commencing upon written notice from one party to the other and neither party will file an action to arbitrate or litigate prior to the termination of such forty-five (45) day period.

15. General. Developer may not transfer or assign any of its rights or licenses granted to it hereunder, whether in whole or in part, without first obtaining the prior written consent of TapResearch, and any attempt to do so will be null and void. TapResearch may assign or transfer this Agreement without Developer’s consent. TapResearch and Developer are both independent contractors, and neither TapResearch nor Developer shall be considered an agent, representative or partner of the other. This Agreement sets forth the entire agreement between TapResearch and Developer, and supersedes any and all prior or contemporaneous agreements (whether oral or written) with respect to the subject matter set forth herein. Any notices under this Agreement shall be sent to any of the contacts the respective parties have provided to each other in writing, by facsimile or nationally recognized express delivery service and deemed given upon receipt. The waiver of any breach or default of this Agreement by a party 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 of this Agreement is declared void, illegal or otherwise unenforceable, then the provision is automatically amended to the minimum extent required to make it valid, legal, enforceable and nearest to the original intent, and all other provisions shall remain in full force and effect.

16. Changes. TapResearch shall have the right to, in its sole discretion and at any time, modify, alter, or change the terms and conditions of this Agreement and/or to cease its operation of the Developer Network.

SCHEDULE 1

DATA PROCESSING AGREEMENT

This Data Processing Agreement (this “DPA”) is entered into by and between Developer and TapResearch and shall be effective as of the Effective Date of the Agreement. In the case of conflict between this DPA and the Agreement to which it is attached, or between this DPA and any Ordering Document, this DPA shall control.

1. DEFINITIONS

1.1. “Data Protection Laws” means the EU General Data Protection Regulation 2016/679 as implemented in any applicable territory (“GDPR”), the UK General Data Protection Regulation (“UK GDPR”), the California Consumer Privacy Act (“CCPA”), or any other privacy or data protection laws or regulations in any other applicable territory, in each case as amended, replaced or supplemented and in force from time to time, and all subordinate legislation made under them, together with any codes of practice or other guidance issued by the data protection regulator in the relevant applicable territory;

1.2. “Personal Data” and “Personal Information” mean any information relating to an identified or identifiable natural person or household within the TapResearch Materials and shall, further, have whatever additional meaning is given to such terms under applicable Data Protection Laws, including without limitation GDPR, UK GDPR, and CCPA;

1.3. “Personnel” means all officers, directors and employees (including of its affiliates), independent contractors or service providers of either Developer or TapResearch;

1.4. “Process(ing)” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction; and

1.5. “Services” means any services set out in any agreement between TapResearch and Developer.

2. APPOINTMENT

2.1. The parties agree that for purposes of this DPA their respective designations as “controller” and/or “processor” shall be as provided in Section 6.3 of the Developer Terms and Conditions.

2.2. Developer and its Personnel shall process the Personal Data only to the extent, and in such a manner, as is necessary perform its obligations under the Agreement and in accordance with TapResearch’s written instructions from time to time; Developer shall not Process Personal Data for any other purpose.

2.3. Developer shall immediately notify TapResearch if, in its opinion, any instruction made pursuant to this DPA infringes applicable Data Protection Laws.

2.4. Upon Developer’s request, Developer shall, and shall procure that its Personnel and any sub-processors shall, immediately cease using the Personal Data and promptly deliver in a manner acceptable to TapResearch all documents and materials containing Personal Data or any other data or information disclosed or supplied by TapResearch under or in connection with this DPA or, at TapResearch’s written request and option, destroy them and provide evidence of their destruction to TapResearch unless applicable Data Protection Laws requires the storage of Personal Data.

2.5. Notwithstanding anything to the contrary, the obligations in this DPA will remain in effect until deletion of all Personal Data by Developer as described in this DPA.

3. PERSONNEL

3.1. Developer shall ensure that any Personnel with access to Personal Data do not process Personal Data except in accordance with this DPA and agree in writing to comply with the provisions set out in this DPA.

3.2. Developer shall take all such steps as are necessary to ensure the reliability of Personnel who have access to Personal Data.

3.3. Developer shall ensure that access to the Personal Data is limited to: (a) Personnel who need access for the purpose of exercising Developer’s rights or performing Developer’s obligations under this DPA; and (b) in the case of access by any Personnel, such part or parts of the Personal Data as is strictly necessary for performance of such Personnel's duties.

3.4. Developer shall ensure that Personnel: (a) are informed of and maintain the confidential nature of the Personal Data; (b) have undertaken training in the Data Protection Laws relating to handling of Personal Data; and (c) are aware of TapResearch’s duties and obligations under the Data Protection Laws and this DPA.

4. SUB-PROCESSORS

4.1. Developer shall not appoint a sub-processor without the prior written consent of TapResearch.

4.2. Developer shall ensure that each of its sub-processors are: (a) aware of this DPA; and (b) bound by contractual obligations with respect to the Personal Data which are the same as, or no lesser than, those contained in this DPA.

4.3. Developer shall be liable for the acts and omissions of its sub-processors to the same extent that Developer would be if performing the Processing directly under this DPA.

5. DATA SUBJECT RIGHTS

5.1. To the extent that TapResearch, in its provision of the Services, does not have the ability to report the content of, correct, amend, block, or delete Personal Data as required by the Data Protection Laws, Developer shall, and shall ensure that its sub-processors shall, promptly comply within five (5) calendar days with a request from TapResearch to facilitate such actions at no additional cost to TapResearch.

5.2. If Developer receives a complaint, notice or communication which relates directly or indirectly to the Processing of Personal Data, it shall immediately, and in any event within five (5) calendar days, notify TapResearch and shall provide full co-operation and assistance to enable TapResearch to address the request. TapResearch shall not respond to any such compliant, notice or communication without the prior written consent of TapResearch.

5.3. If TapResearch receives any complaint, notice or communication from a third party which relates directly or indirectly to the Processing of Personal Data by Developer and/or it sub-processors, Developer shall, at its expense, provide, or shall procure the provision of, full co-operation and assistance to TapResearch in relation to any such request.

6. SECURITY

6.1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of data subjects, Developer shall implement appropriate technical and organizational measures and perform regular security backups of Personal Data to ensure a level of security and integrity appropriate to the risk of unauthorized, accidental or unlawful Processing, access, loss, disclosure or destruction of Personal Data (a “Security Breach”). Without limiting the foregoing, Developer acknowledges and agrees that, with respect to California residents, the 20 controls set forth by the Center for Internet Security’s Critical Security Controls constitute the minimum level of information security requirements as established by the California Attorney General.

6.2. Developer shall promptly and in any event within twenty-four (24) hours inform TapResearch of any actual or suspected Security Breach and any breach of its security obligations contained in paragraph 6.1.

6.3. To the extent that a Security Breach is caused, or is otherwise suffered, by Developer or its sub-processor(s), Developer shall, at its expense, investigate, identify and remediate the Security Breach as soon as possible, and within five (5) business days.

6.4. Developer shall, at its expense, provide full co-operation and assistance and all information as may be reasonably requested by TapResearch in relation to the Security Breach.

6.5. Developer shall consult with TapResearch in advance regarding any public statements to be made relating to the Security Breach which directly references TapResearch. Unless required to do so by law, Developer shall not make any public statement relating to the Security Breach which directly references TapResearch without the prior written consent of TapResearch.

6.6. Developer shall record and retain, for a minimum of two (2) years after the expiration or termination of this Agreement, records of any notice to, and consent or request from, individuals regarding the collection, disclosure, retention and use of personal information that is exclusive to the Services under this Agreement. Upon the other party’s request, each party shall make all records, appropriate personnel, and/or any location from which personal information can be accessed available for inspection to demonstrate compliance hereunder, provided that such inspection shall be carried out with reasonable notice during regular business hours and under a duty of confidentiality.

7. RECORDS

7.1. Developer shall maintain a record of the Processing activities carried out on behalf of TapResearch which shall, at a minimum, contain the following information: (a) a description of the Personal Data Processed by Developer, including the types of Personal Data, the categories of data subjects and the Processing activities carried out on behalf of TapResearch; (b) details of any transfers of Personal Data to a third country and the legal basis for the legitimate transfer of the same under the Data Protection Laws; (c) a general description of the technical and organization security measures used to protect Personal Data in accordance with paragraph 5.1; and (d) the name and contact details of the Developer’s Data Protection Officer, Chief Privacy Officer, Chief Information Security Officer or similarly qualified TapResearch Personnel.

7.2. Developer shall promptly provide such records on request from TapResearch.

8. TRANSFERS

8.1. Personal Data shall only be transferred to locations as may be required or approved by TapResearch from time to time; in any event, Personal Data shall not be transferred outside of the United States without TapResearch’s prior written consent. If such transfers are required, Developer shall give TapResearch notice pursuant to paragraph 13 of this DPA. Transfers of Personal Data originating from or relating to data subjects in the European Economic Area and/or Switzerland are subject to the updated Standard Contractual Clauses (the “Clauses”), which are available at the foregoing link and incorporated herein by this reference. Transfers of Personal Data originating from or relating to data subjects in the United Kingdom are subject to the previous iteration of the Clauses , which are available at the foregoing link and incorporated herein by this reference. In such cases, for purposes of the Clauses, and notwithstanding anything else in this Agreement, Developer is the “data exporter” and TapResearch is the “data importer.” The parties agree that, with respect to transfers of Personal Data originating from or relating to data subjects in the European Economic Area and/or Switzerland, Module Four of the updated Clauses shall govern such transfers.

9. AUDITS

9.1. On reasonable notice, Developer shall allow TapResearch and any auditors of or other advisers to TapResearch to access any Developer premises, systems, Personnel and relevant records as may be reasonably required in order to undertake verifications of compliance with the provisions of this DPA.

9.2. Developer shall provide TapResearch (and its auditors and other advisers) with all reasonable co-operation, access and assistance in relation to each audit.

10. APPLICABLE LAW

10.1. Developer shall Process the Personal Data in compliance with the Data Protection Laws.

10.2. Without limiting the foregoing, Developer represents, warrants, and covenants that it is and shall at all times remain in compliance with CCPA. If Developer is collecting personal information of California residents, Developer shall provide consumers with all notices required under CCPA, including without limitation the appropriate collection notice and, as necessary, a link titled “Do Not Sell My Personal Information” or “Do Not Sell My Info” with the appropriate disclosures required by CCPA. Developer shall not collect categories of personal information, and shall not use a consumer’s personal information for any purpose, other than those disclosed in the appropriate notices.

11. ENTIRE AGREEMENT

11.1. This DPA constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

11.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this DPA.

12. JURSIDCTION AND GOVERNING LAW

12.1. The validity, construction and performance of this DPA (and any claim, dispute or matter arising under or in connection with it or its enforceability) and any non-contractual obligations (including negligence) arising out of or in connection with it, shall be governed and construed in accordance with the laws as stated in the other Agreement between the parties.

12.2. Each party irrevocably submits to the dispute resolution mechanism set forth in the Agreement between the parties over any claim, dispute or matter arising under or in connection with this DPA or its enforceability or the legal relationships established by this DPA (including non-contractual disputes or claims).

13. NOTICE

All notice to TapResearch under this DPA (except the Security Breach notice described in paragraph 6.2) shall be made in accordance with the Agreement between the parties.

14. INDEMNIFICATION

Developer shall defend, indemnify and hold harmless TapResearch and its affiliates and each of their respective managers, officers, directors, employees and agents (the “Indemnified Parties”) from and against all third party claims, demands or causes of action, losses, damages or liabilities including reasonable attorney’s fees and court costs incurred by the Indemnified Parties to the extent arising out of any alleged or actual violation of this DPA.