All Clients agree to these terms and conditions before using VisualTAP.

1. Definitions

1.1. VisualTAP is a trading name of an ad-network of NEONFIVE UG, a company registered in Germany. NEONFIVE UG and VisualTAP will jointly be referred to as VisualTAP.

1.2. Individuals or legal entities that market goods and/or services by advertising are referred to as Advertisers.

1.3. Individuals or legal entities that provide their advertising spaces to VisualTAP are referred to as Publishers.

1.4. Advertisers and Publishers will jointly be referred to as Clients.

1.5. Individuals, exposed to marketing material from Advertisers on Publisher’s advertising spaces are referred to as Users.

1.6. Applications, websites, brands and other items using the services of VisualTAP are referred to as Products.

1.7. Activities created by Advertisers in order to market their Products via VisualTAP are referred to as Campaigns.

1.8. Client provided media files used to advertise Products are referred to as Ad Contents.

2. Description of Service

2.1. VisualTAP provides services that enable Advertisers to market their Products on advertising spaces provided by Publishers.

2.2. VisualTAP provides services and technical connections between Publishers and Advertisers. Through these, transactions and other activities between Advertisers and users that evolved via the advertising space of the Publisher are recorded and registered by VisualTAP. 

2.3. VisualTAP provides SDK for ad tracking purposes of apps.

2.4. The latest version of terms and conditions is accessible for Clients on the VisualTAP website at any time.

2.5. These terms and conditions may be amended by VisualTAP at any time without specific notice to Clients. Clients acknowledge these amendments by using services of VisualTAP. Terms and conditions shall always be reviewed by the Client before using VisualTAP services.

2.6. VisualTAP may amend Ad Contents provided by Clients for affiliate purposes at any time, e.g. modification of hyperlinks provided by Clients.

2.7. VisualTAP may always run specific Campaigns across the VisualTAP ad network for test purposes. These Campaigns will not create any revenue to Clients.

2.8. Client has the right to run cross Campaigns to advertise own Products on ad spaces in own Products within the network for free. 

2.9. Client has the right to run Cost Per Mille (“CPM”) and Cost Per Click (“CPC”) Campaigns to advertise own Products on ad spaces within the network without integrating the provided SDK. 

2.10. Client has the right to run Cost Per Install (“CPI”) Campaigns to advertise own Products on ad spaces within the network. Therefore Client must integrate the provided SDK and/or use a third party tracking method only supported by VisualTAP (HasOffers MAT, AppsFlyer).

2.11. For the rights described in 8., 9. and 10. the advertised Product needs to be approved by VisualTAP.

2.12. Approved Campaigns are running automatically by the time of approval. Running Campaigns on different dates requires the set up of both, a start and an ending date. If no dates are set, Campaign runs until Client or VisualTAP pauses it for any reason.

2.13. Impressions and Clicks are tracked instantly. Installs are tracked either in case of 2.13.1 or in case of 2.13.2.

2.13.1. Client uses VisualTAP SDK on Product and User opens Product for the first time.

2.13.2. Client uses VisualTAP SDK or VisualTAP supported third party tracking methods (AppsFlyer, HasOffers MAT). User clicks on advertised Campaign, downloads the advertised Product and opens the advertised Product for the first time. 

2.14. VisualTAP stores tracked Clicks and Installs for 14 days. If an install was tracked during this period, the responsible advertising Client will be charged, even if Campaign has been disabled during this time period. Respective Client receives Revenue if advertised Campaign was clicked and the advertised Product was installed via  ad spaces of Product of respective Client. Only latest click on Campaign is tracked for install track purposes via VisualTAP. New clicks targeting an advertised Product will substitute the latest click.

2.15. If Advertiser is using a third party tracking service other than VisualTAP SDK the track back period may vary from the initial 14 days look back period.

2.15. In case the use of VisualTAP SDK for Android market the minimum supported Android Version is 2.3 (version code 9).

3. Admission Requirements

3.1. Using VisualTAP services requires full legal capacity. Participating Clients must be at least eighteen years old. Participating Clients must be in possession of a PayPal account.

3.2. VisualTAP may accept or reject Client applications for any reason. There is no right of admission.

3.3. VisualTAP may accept or reject Products for any reason. There is no right of admission.

3.4. VisualTAP may accept or reject Campaigns for any reason. There is no right of admission.

3.5. VisualTAP may accept or reject Ad Contents for any reason. There is no right of admission.

3.6. Clients have to indicate Products, Ad Contents and Campaigns to VisualTAP separately. VisualTAP is not responsible for any claims of third parties concerning Products, Ad Contents and/or Campaigns. In case of any claims by third parties on VisualTAP, the respective Client is held responsible for such claims and will cover any expenses.

3.7. Clients are obliged to advertise Products only in regions where Product is available and reachable by targeted audience. Advertised Products must not violate any legal laws of the targeted region. Furthermore Client is obliged to indicate Products as 17+ (see 4. Restrictions) if such content is provided in respective advertised Product and/or if advertised Product is indicated as Age 17+ in the respective market store.

3.8. Clients are obliged to submit their tax number or their sales tax identification number assigned by the tax authority. It must be defined by the federal tax agency according to foreign authority before deposits and/or payouts are made. 

3.9. Clients are obliged to provide necessary information to VisualTAP completely and truthfully. If any of the information provided at registration is incorrect, the Clients will be responsible to correct their information immediately.

4. Restrictions

4.1. The Clients assure that the transferred Ad Content, provided information, Products, advertising space and advertising activity do not violate statutory provisions or applicable law of the country where VisualTAP is based/ the country where the Client is based and/or the countries where users are based. Prohibited Ad Contents, information, Products, advertising spaces and advertising activities include the following:

4.1.1. Any promotion of illegal substances or illegal activities

4.1.2. Any violation of rights of third parties, in particular copyright, name and brand rights

4.1.3. Racial, ethnic, political, religious, hate-mongering or objectionable contents

4.1.4. Glorification of violence or profanity

4.1.5. Use of explicit, vulgar or obscene language

4.1.6. Adult services and sexually explicit contents

5. Fraud

5.1. Any attempts to increase the tracked number of transactions of VisualTAP artificially are considered fraud.

5.2. Only real persons are supposed to generate valid traffic. Any other artificially created traffic is considered fraud.

5.3. Click farms or any similar behavior (high traffic by the same group of users) is considered fraud.

5.4. Forced traffic is considered fraud. This includes:

5.4.1. Any type of unintended user action, e.g. forced clicks.

5.4.2. Any type of hiding VisualTAP ad spaces while still generating traffic.

5.4.3. Spyware, malware, viruses, worms, adware, Trojan horses or other similar software.

5.5. VisualTAP actively observes traffic for fraud. If VisualTAP detects possible fraud, responsible Clients account and/or Products and/or Campaigns will be disabled pending further investigation.

5.6. Any attempt to manipulate the VisualTAP system in any manner results in automatic and immediate exclusion of the Client responsible. Thereby all claims to acquired credits are forfeited.

5.7. To run Cost Per Install (“CPI”) Campaigns you must integrate the SDK or use VisualTAP supported third party tracking SDK's (AppsFlyer, HasOffers MAT). Running Cost Per Install (“CPI”) Campaigns without having properly integrated tracking methods is considered fraud. The charge on detection is $0.04 per delivered click in those Campaigns. Furthermore 5.5 applies.

6. Earnings, Payment, Taxes and Fees

6.1. VisualTAP provides two separate accounts for each Client, Revenue and Balance. Revenue contains the earnings for publishing. Balance contains the credits for advertising. Credits on both accounts do not accrue interest. Revenue and Balance are handled as net accounts excluding taxes and fees. 

6.2. In case of a successful business transaction (install, click, impression or similar), the negotiated costs of this transaction are taken from the Advertiser’s Balance, whereas a negotiated part of the costs are put on the Publisher’s Revenue.

6.3. If there is not enough credit on an Advertiser’s Balance, the Advertiser will still be charged for the successful business transaction. Furthermore all Campaigns from the Advertiser are disabled immediately to prevent further service. Publishers will not receive earnings on Revenue for this transaction even if the transaction was successful.

6.4. Any claims to refund-concerning expenses and/or costs for the advertising activity of the Publisher other than the credits on Revenue of the Publisher are excluded.

6.5. The Publisher’s claim to Revenue occurs under the following requirements:

6.5.1. A successful business transaction based on the advertising space provided by the Publisher, excluding case described in 3 had been made

6.5.2. The business transaction was recorded by VisualTAP

6.5.3. No activity described in 5 (Fraud) occurred

6.6. Minimum payout limit for Revenue is $200. No payments can be made until this amount is reached. The credit will remain interest-free on the Revenue account.

6.7. Client accepts that in case of claims on VisualTAP instead of an invoice by the Client, a monthly credit entry is issued by VisualTAP once the payout limit is reached.

6.8. Once the payout limit is reached, the credit amount in Revenue will be stored at VisualTAP’s transfer order data base at the end of each month and transferred to the Client’s bank account at the end of the following month (if fraud did not occur). VisualTAP Service fees of $10 on Paypal transfers and $50 on wire transfers apply on each payment. If the payout limit is not reached Revenue will be shifted to the following month etc. 

6.9. Client can perform deposits on Balance account. Minimum deposit is $150. Fees by third parties (e.g. PayPal fees, wire transfer fees) will be paid by the Client and deducted from Balance account. 

6.10. If Revenue exceeds $100 Clients are eligible to transfer this money to their Balance account for advertisement purposes.

6.11. Taxes apply on any deposit, transfer and payment. The tax amount depends on state of Client (individual, corporation) and location of Client (Germany, European Union, other countries).

6.12. Clients not having successfully submitted their valid tax number are treated as individuals instead of corporations, with German VAT(19%) applies on deposits, payouts and transfers. 

6.13. PayPal or other third party invoices are not eligible for claims on VisualTAP.

6.14. Publisher acknowledges that if for any reason Advertiser is not able to pay VisualTAP for a successful business transaction, VisualTAP will be  neither liable nor responsible to pay revenue to Publisher with respect thereto.

6.15. VisualTAP uses US DOLLAR ($) as main currency. Any payout of VisualTAP is made in $. Deposits are only accepted if currency is $.

7. Warranty and Liability

7.1. The tools and services of VisualTAP, including any content, information, functionality, third party services, third party content, third party information and/or third party functionality related to VisualTAP, are provided on “as is” basis and without warranties of any kind. VisualTAP will disclaim all claims to warranties, refunds or compensations caused by tools and/or services of VisualTAP. VisualTAP does not warrant that any tool, content or service will be virus-free, bug-free, error-free, free of harmful components or that viruses, bugs, harmful components and/or errors will be removed by VisualTAP. VisualTAP does not warrant that tools, contents and/or services are constantly and continuously available. Client hereby irrevocably waives any claim on VisualTAP with respect to content, tool and/or service and/or any content Client provides to third parties, including personal and/or credit card information.

7.2. VisualTAP is not liable for the content of third parties, even if references to VisualTAP exist in either direct or indirect way.

7.3. VisualTAP is not liable for any loss caused by malfunction of software or hardware. VisualTAP is not liable for losses due to a lack of availability or any technical problems. VisualTAP is not liable for any damage on Clients, users, third parties, software of Clients, software of users, software of third parties, hardware of Clients, hardware of users, hardware of third parties and/or similar damage caused by tools, services and/or content provided by VisualTAP and/or third parties.

7.4. VisualTAP is not liable for any consequential, indirect, incidental, punitive, special or exemplary damages caused by using services, tools and/or contents provided by VisualTAP. VisualTAP is not liable for any loss of profits, loss of information, business interruption and/or similar, incurred by VisualTAP and/or other parties, even if such party has been advised of the possibility of such damages. VisualTAP does not provide, nor agrees to indemnification between parties using tools, services and/or contents of VisualTAP. Any legal action for any damages requires the judgment of a Court of Law.

7.5. VisualTAP makes no warranty for generated revenues. VisualTAP makes no warranty for correctness of information, declaration and solvency provided by VisualTAP and/or Clients. VisualTAP makes no warranty for quality, serviceability, adequacy of Ad Contents provided by VisualTAP and/or Clients. VisualTAP makes no warranty of legality of Ad Contents provided by VisualTAP and/or Clients. VisualTAP makes no warranty that Ad Contents do not infringe rights of third parties.

7.6. Limitations, exclusions and disclaimers in these terms apply to the maximum extent permitted by applicable law. 

7.7. VisualTAP is not liable to claims for damages based on the injury of life, body, health or other fundamental contractual obligations (cardinal obligations) of Clients, users and/or third parties. VisualTAP is not liable to claims arising from Product liabilities of Clients, users and/or third parties, even when the Product uses tools, services and/or contents provided by VisualTAP and/or third parties.

7.8. The Clients exempt VisualTAP from claims of third parties, which lead back to a culpable behaviour of the respective Client. This includes claims on VisualTAP regarding any illegal content, tool and/or service of an internet site used by another Client.

7.9. VisualTAP does not endorse or represent any Ad Content, links, brands, content, data, information and/or similar provided by Clients, third parties and/or similar.

8. Data Protection

8.1. VisualTAP collects data and information from Clients and/or users and makes data and information available to Clients and/or users to provide services, Ad Content and functionality of tools of VisualTAP. The use of this data and information by Clients for other purposes, which are not connected to VisualTAP, is prohibited.

8.2. Information and data provided by VisualTAP must only be used by Clients in connection with the concrete use of VisualTAP. Distribution of information and data provided by VisualTAP to third parties for any other use is prohibited.

8.3. Change, altering and/or modification of Ad Content provided by Clients after the approval of VisualTAP is prohibited.

8.4. Change, altering, modification and/or adding content, effects and/or similar on provided Ad Content via provided SDK (e.g. additional shaders or similar on or on top of provided texture by VisualTAP in Unity®) is prohibited.

8.5. Change, altering and/or modification of provided advertising spaces, content, services and/or tools is prohibited. Provided advertising spaces, content, tools and services must only be used and/or modified as described in the provided integration guidelines. 

8.6. Misuse, harmful modification and/or similar of provided SDK and any including content is prohibited.

8.7. Advertising spaces must always be clickable. The only way to have non-clickable advertising spaces is via changing the type of receiving advertisement to 'CPM only' on VisualTAP dashboard.

8.8. VisualTAP has the right to collect, process, store and use data of Clients. VisualTAP has the right to contact Clients via email concerning the participation in services of VisualTAP.

8.9. VisualTAP has the right to announce, publish and/or distribute data of Clients and inform public authorities within the legal obligations. VisualTAP may store Client’s IP addresses during sign-up and use of VisualTAP. VisualTAP has the right to announce, publish and/or distribute this data to public authorities in case of fraud or misuse of VisualTAP. 

8.10. VisualTAP has the right to use data of Clients for reasons of market research. VisualTAP has the right to transmit data of Clients for reasons of market research to third parties.

9. Termination of Service

9.1. The participation at VisualTAP lasts for an indefinite period of time. The participation can be terminated by Client with prior notice via email. The participation can be terminated by VisualTAP anytime without prior notice.

9.2. Balance and Revenue until the termination will be processed and an adequate compensation will be paid out. In case of termination resulting from fraudulent behavior or misuse of VisualTAP by Client Balance and Revenue will be kept by VisualTAP and Client will be held responsible for compensation. 

9.3. In case of no change in either Balance or Revenue of Client for more than three months VisualTAP is eligible to terminate the participation of Client in services of VisualTAP without prior notice. Revenue accrued by Client until termination of participation in services of VisualTAP that are below the payout-limit will not be paid out and unused Balance is forfeit.

9.4. VisualTAP has the right to terminate the participation of Client at VisualTAP immediately in case of harmful, fraudulent or hostile behavior against VisualTAP, misuse of VisualTAP or any other reason causing direct and/or indirect damage to VisualTAP, third parties, users and/or other Clients. Client’s account will be blocked by VisualTAP and Balance and Revenue will be kept by VisualTAP. Furthermore Client will make compensation to VisualTAP. VisualTAP may also take legal action to claim compensation of Client.

9.5. VisualTAP may terminate access of Client to VisualTAP at any time and for any reason. VisualTAP may delete, modify and/or create data, information, Ad Content, tools, services, functionalities and/or features provided by VisualTAP, Client and/or third parties at any time for any reason.

9.6. In event of permanent shutdown and/or cancellation of service all claims at VisualTAP by Client become invalid.

10. Miscellaneous

10.1. Participation of Client in services of VisualTAP is considered as a contract with VisualTAP. Contracts with VisualTAP are made with NEONFIVE UG office in Germany. Contracts are subject to the laws of the Federal Republic of Germany, provided that no mandatory international agreements or mandatory national laws oppose. The place of jurisdiction according to disputes arising out of this contract is Germany.

10.2. Client has the obligation to add a notification into the privacy policy in each Online Services App, saying that the app contains third party user data tracking. 

10.3. Timezone for tracking purposes is GMT +1 (Paris/Berlin/Rome)

10.4. Any change and/or distribution of trademark logos, advertising material, Ad Content and/or data provided by VisualTAP and/or Client is prohibited or demands a written approval of the original rights holder. Furthermore Client has the obligation to inform VisualTAP about these changes by handing over the written approval of the original rights holder.

10.5. In case parts of these terms become invalid or lose their effectiveness, the validity of the remaining terms will not be affected. Furthermore invalid parts must be replaced by VisualTAP and/or Clients with valid parts that comply closest with the original meaning of the invalid part of this document and need to be confirmed by VisualTAP. VisualTAP is not liable for any contractual loopholes of these terms. Any contractual loopholes that lead to misuse of VisualTAP and/or are of harmful, hostile or damaging behavior against VisualTAP are not effective. Any contractual loopholes may be replaced with valid parts by VisualTAP.

Hanover, Dec 1^st 2014

NEONFIVE UG (haftungsbeschränkt) 

Bennigser Str. 23A
30982 Pattensen
Germany
Email: info@neonfive.com

Managing Director: Martin Franke
HR Number and Commercial Register: HRB 210432, Amtsgericht Hannover
VAT Reg. No.: DE291987556

Copyright © 2013-2014 NEONFIVE UG. VisualTAP is a trademark of NEONFIVE UG. All rights reserved.