Terms of Service
TheoremReach Publisher Terms and Conditions
Last updated: April 20, 2020
1. Definitions and Eligiblity.
“Action” shall mean any User action linked to an Offer or Survey, including without limitation any registration, form submission, response, or other action specified by the applicable TR Client.
“Daily Active User” shall mean an individual who logs in at least once a day to a particular application or app.
“Dashboard” shall mean an online element of the Service that enables Publisher’s representatives to manage aspects of Publisher’s TR account, and which includes daily aggregate and transaction-level reporting and support tools.
“Exchange Rate” shall mean a representation of the amount of virtual currency that can be obtained by a User for each US$1.00 payable to Publisher
“Monthly Active User” shall mean an individual who logs in at least once a month to a particular application or app.
“Offer” shall mean an offer from a TR Client that is made available to Users through the Service.
“Payout” shall mean all fees payable to Publisher hereunder as set forth in Exhibit A.
“PII” shall mean any data or information that can be used in isolation or in connection with data or information in the possession of or easily obtained by the party obtaining it that can identify an individual.
“Profile Data” shall mean demographic and other similar data provided by a User to TR in a Profiler, excluding any data that is considered PII.
“Profiler” shall mean an initial set of questions that a User answers to provide basic demographic data, as may be updated from time to time, allowing TR to target Offers and Surveys to that User.
“Publisher Application” shall mean a website, application, game title across all relevant operating systems and platforms, or other virtual space owned or controlled by Publisher that offers incentives in the form of virtual currency to Users. For the purposes of calculating fixed revenue by Publisher Application, all versions of the service across all operating systems and platforms shall be considered as one.
“Service” shall mean TR’s service which enables a User to complete an Offer or Survey as well as the related software, iFrame-based technology platform, and documentation and all data and other information collected or generated through its use. TR reserves the right to permit or exclude access to or use of the Service in whole or in part to any User in its sole discretion.
“Survey” shall mean an online market research survey from a TR Client that is made available to Users through the Service.
“TR Client” shall mean any individual or entity providing an Offer or Survey.
“TR Content” shall mean text, information, branding, and other material provided by TR to Publisher for use solely in connection with the Service.
“Transaction” shall mean the occurrence of a User completing an Offer or Survey and taking all actions, and meeting all requirements established by the applicable TR Client with respect to such Offer or Survey, and TR collecting the applicable funds from the TR Client in connection with the User’s Action. Any instance of fraud or invalidity is expressly excluded from constituting a Transaction.
“User” shall mean any individual engaging with the Publisher Application.
Eligibility requirements are detailed below:
- Publisher is at least eighteen (18) years of age or a corporate legal entity in good standing;
- Publisher has the necessary rights and authority to enter into and perform the obligations required of it under this Agreement;
- Publisher is in compliance with all terms and conditions set forth in this Agreement;
- All information which Publisher has provided to TheoremReach, including but not limited to information about Publisher’s business provided in connection with the Publisher Network, including all relevant payment), is and will remain accurate, complete and current;
- Publisher is the registered owner of the Application(s) listed on the Program Application, including all domain names;
- None of the Application(s) contain any unlawful, defamatory, offensive, libelous, harassing, abusive, fraudulent, pornographic or obscene content or material;
- Each Application(s) is technically and fully compatible with the Google Android® (if deployed on Android) and the Apple iOS® (if deployed on Apple iOS) operating system and delivery platform;
- Publisher and its Application(s) are not subject to any threatened or pending lawsuits, fines, or government or regulatory actions; and
- Publisher submits appropriate tax forms prior to any distribution from TheoremReach of revenues gained from the use of content (W-9 for U.S. entities and W-8 for non-U.S. entities)
- Publisher will promptly provide TheoremReach with any information, records, or materials that TheoremReach requests to verify Publisher’s compliance with the Eligibility Requirements and the terms and conditions of this Agreement. TheoremReach may also demand at any time that Publisher remove the SDK and/or Survey Offers from certain Application(s) and Publisher will immediately comply with all such demands. The Publisher’s failure to comply with its obligations under this Paragraph shall be a material breach of this Agreement and result in the immediate termination of this Agreement without the right to cure.
2. Implementation; Compensation.
2.1. Implementation. Publisher will present Users with Offers and Surveys provided by TR through the Service. TR will provide Publisher with the TR Content to enable Publisher to make Offers and Surveys available to Users. Publisher may implement the notifications and alerts features provided by TR that optimize and maximize the number of relevant Surveys and Offers completed by Users.
2.2. User Incentives. Publisher shall reward its Users virtual currency in real-time when reporting is received from TR provides confirmation of completed Offers and Surveys or eligible survey participation (“Partial Rewards”)
2.3. Publisher Compensation. Publisher shall set an Exchange Rate representing the amount of virtual currency that can be obtained by Users for each US$1.00 payable to Publisher.
Subject to the terms of this Agreement, TR will pay Publisher the amount listed in the TR dashboard based on the Exchange Rate set by the Publisher and Payout on each Offer or Survey completed by Users, provided that TR shall be entitled to offset against any amounts owed to Publisher: (i) any amounts payable in connection with a Transaction deemed to be fraudulent or otherwise invalid; and (ii) any amounts for Transactions for which the relevant TR Client has failed to make payment to TR. In the case of a fraudulent Transaction, an offset or deduction may be made up to ninety (90) days after the fraudulent Transaction occurred or was discovered.
2.3 Use Restrictions. Unless TheoremReach approves specifically in writing: (i) Publisher may only use the SDK as provided by TheoremReach, without modification; (ii) Publisher shall not modify or alter the content, text or appearance of any Survey Offers, or aggregate the Survey Offers with other offers or information (e.g., by creating an aggregate offer wall that combines Survey Offers with other offers); (iii) Publisher 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) Publisher 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 TheoremReach’s prior written approval.
3.1. General. Publisher will act in full compliance with all applicable local, state, national and international laws, rules, and regulations. represents and warrants that: (a) it will display the Survey Offers and provide any data to TheoremReach 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 California Consumer Privacy Act of 2018, Children’s Online Privacy Protection Act of 1998 (“COPPA”), the CAN-SPAM Act of 2003, any relevant data protection or privacy laws, 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 TheoremReach’s sole discretion. TheoremReach 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.
4.1. User Support. TR assumes responsibility only for responding to User inquiries relating to Transactions made by means of the Service. TR may issue virtual currency to a User on the basis of information submitted by such User, even if ultimately this information cannot be confirmed and does not represent a Transaction for which Publisher is paid. TR will provide support to Users via e-mail during regular business hours, Monday through Friday 9AM to 5PM Central Time excluding recognized US federal holidays.
4.2. Publisher Support. TR shall provide technical support to Publisher via scheduled phone calls and email Monday through Friday, 9AM to 5PM Central Time excluding recognized US federal holidays.
5. User Fraud. Both parties will undertake good-faith diligent efforts to detect, prevent, and resolve any attempted Transactions generated by any person, bot, automated program or similar device that involve early cancellation by the User or are considered fraudulent, invalid, unauthorized, illegal, lacking sufficient documentation, or otherwise not bona-fide as reasonably determined by TR, Publisher, or the applicable TR Client (“User Fraud”). TR reserves the right not to provide a Service to a specific User or Publisher Application if TR determines that the actual User Fraud relating to such User or Publisher Application is excessive.
6. Reporting. Publisher may log into the Dashboard to monitor summary information relating to completed Transactions. Publisher also may register for notifications and scheduled reports through the Dashboard and such reports will be made available in electronic form to Publisher’s designated contacts. Transaction-level reporting is provided in real-time so that Publisher can reward Users with incentives immediately upon completion of a Survey and Offer.
7. Payout to Publisher.
7.1. Currency. All Payouts to Publisher shall be made in U.S. dollars sent by TR to Publisher’s designated account via electronic transfer such as ACH or PayPal through the Publisher Dashboard. Any bank information provided through the Publisher Dashboard is stored and managed by Payment Rails Inc., a third party financial payment processor.
7.2. Schedule. TR shall use its good-faith efforts to make a Payout to Publisher within sixty (60) days after the end of each calendar month for Transactions occurring during the immediately preceding month, but reserves the right to extend this payment period ninety (90) days to account for settlement and collection activity for amounts due from TR Clients. Notwithstanding the foregoing, TR will not pay or be required to pay any Payout until the amount payable to Publisher meets or exceeds Fifty Dollars (USD$50.00).
7.3. User Fraud Exceptions. TR may withhold payment to Publisher: (i) in connection with any suspicion, claim, complaint, or other allegation that a Transaction may involve User Fraud until such claim, complaint or allegation is resolved to TR’s full satisfaction; and/or (ii) indefinitely, if TR determines that the Transaction involves User Fraud.
7.4. Invoice and Offset Right. TR may invoice Publisher for, or offset against any amounts TR owes to Publisher, whether under this Agreement or otherwise, any amounts for which TR is not obligated to make a Payout pursuant to the Agreement. Any invoices issued to Publisher shall be payable thirty (30) days from receipt of the invoice.
8. Communication with TR Clients. Publisher agrees to communicate solely and directly with TR, and shall not communicate with TR Clients regarding any matter related to Offers, Surveys, Transactions or this Agreement.
9. Representations and Warranties. Publisher represents and warrants to TR that:
(i) Each Publisher Application complies with all applicable laws and regulations;
- All information provided by Publisher during the registration process shall be complete, accurate and correct at the time it is provided by Publisher and all information provided by Publisher in the Dashboard shall remain complete, accurate and correct throughout the Term;
- To the extent TR grants Publisher a license to use Profile Data, Publisher shall use such Profile Data solely for its internal research purpose; provided that Publisher may not transfer or otherwise make available such Profile Data to any third party without TR’s prior written consent; and
Publisher shall immediately notify TR in writing if Publisher knows or has any reason to believe that any of the foregoing representations or warranties cease to be true.
10. Proprietary Rights.
10.1. License; Use of Trademarks. Each party hereby grants to the other a non-exclusive right and license to use such party’s trademarks, service marks and trade names in connection with the Service. Each party shall retain all right, title and interest (subject to the licenses granted herein) in and to its content, logos, trademarks, service marks, trade names and other intellectual property rights. Each party’s use of the other party’s trademarks and service marks will be in accordance with the other party’s trademark guidelines (that may be provided from time to time), and all goodwill associated with each party’s use of the other party’s trademarks and service marks shall inure solely to the benefit of the respective owner. Each party shall reproduce all proprietary name, trademark, service mark, patent, and copyright notices present in the other party’s materials, products, and documents, without modification or alteration.
10.2. TR Ownership. As between TR and Publisher, TR owns and retains all rights, title, and interest in and to the Service (except for any Publisher Content or Offers or Surveys included therein) and all Profile Data, including but not limited to all software, intellectual property rights, information, and data related thereto, including any usage data and compilations thereof. Except as expressly stated herein, TR does not grant to Publisher any license, express or implied, to the Service or the Profile Data.
10.3. Publisher Ownership. As between TR and Publisher, Publisher owns and retains all rights, title, and interest in and to the Publisher Application (except for any Offers, TR Surveys, or TR Content included therein), including but not limited to all software, intellectual property rights, information, and data related thereto, including any usage data and compilations thereof. Except as expressly stated herein, Publisher does not grant to TR any license, express or implied, to the Publisher Application.
11. Publicity. Either party may refer publicly to the existence of this Agreement and the type of services provided hereunder, but the specific terms of this Agreement shall be deemed the confidential information of both parties. Publisher hereby grants to TheoremReach 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 Publisher is a client of TheoremReach in TheoremReach’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).
12. Third Party Content. Publisher acknowledges and agrees that Offers and Surveys may include links to other websites or resources and that TR has no control over (and is merely a passive conduit with respect to) any such links to websites or other resources that may be submitted or published by a TR Client or other third party. TR is not responsible for the availability of such third party websites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such third party websites or resources. Publisher acknowledges and agrees that TR shall have no responsibility or liability whatsoever for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services available on or through any such third party website or resource. All correspondence or business dealings with, or participation in promotions of, TR Clients found on or through any Offer or Survey, including payment and delivery of related goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between the applicable User and the applicable TR Client.
13. Indemnification. Publisher shall indemnify, defend, and hold harmless TR and its representatives, employees, officers, successors and permitted assigns from and against any and all claims, losses, expenses, damages, liabilities and costs, including reasonable attorneys’ fees and court costs, arising out of or relating to: (a) the violation of any patent, copyright, trademark, trade secret, or other intellectual property or property right of any third party by Publisher or any Publisher Application or Publisher Content, or any use thereof; (b) violation of any applicable laws, rules and regulations by Publisher or any Publisher Application or Publisher Content, or any use thereof; or (c) any breach of a representation, warranty or covenant of Publisher contained in this Agreement.
14. Disclaimer of Warranty. TR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, AND FULLY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, TR DOES NOT WARRANT ANY RESULTS FROM THE USE OF THE SERVICE, THAT USE OF THE SERVICE WILL BE CONSISTENT WITH ANY PUBLISHER AGREEMENTS WITH ANY OTHER PARTIES, OR THAT USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.
15. Liability Limits. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, TR SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, STATUTE, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR: (I) ANY AMOUNTS IN EXCESS OF THE AGGREGATE OF THE FEES PAID BY TR FOR THE SERVICES PROVIDED HEREUNDER IN THE PRECEDING SIX MONTHS; (II) ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (III) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES; (IV) INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR (V) ANY MATTER BEYOND TR’S REASONABLE CONTROL. The parties further acknowledge and agree that TR will not be liable to Publisher for any claim, loss, billing error, damage, or expense arising out of or relating to this Agreement and the Services provided hereunder which is not reported in writing by Publisher to TR within sixty (60) days of the occurrence of the applicable event. Publisher expressly waives any claim not brought within this time limit.
16. Confidentiality. All technical, financial, business or other information provided by one party to the other party and designated as confidential or proprietary (“Confidential Information”), such as when marked as confidential or expressly called out in writing as such, shall be held in confidence and not disclosed by the receiving party and shall not be used except to the extent necessary to carry out the receiving party’s obligations hereunder. Notwithstanding anything contained within this Agreement, all TR Content shall be considered Confidential Information. This obligation will not apply to information that (a) is generally and freely publicly available through no fault of the receiving party, (b) the receiving party otherwise rightfully obtains from third parties without restriction, or (c) is independently developed by employees of the receiving party with no knowledge of or access to such information.
17. Term and Termination.
17.1 Term. TheoremReach 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 3 (Compliance with Laws); (c) failure to generate at least twenty-five ($25.00) in Alternative Payment Revenue Share, in the aggregate, over the course of six (6) consecutive months; or (d) any other actual or suspected violation of this Agreement.
17.2 Termination. Either party may terminate this Agreement in the event of the other party’s material 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, this Agreement 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. Neither party shall be liable to the other party for any damage, loss or expense suffered by the other party as a result of termination of this Agreement in accordance with its terms.
17.3. Survival. Notwithstanding the foregoing, the parties agree that Sections 7, 10, 13-16, 17, and 18 of this Agreement shall survive termination of this Agreement for any reason.
18.1. Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that TR may assign its rights and obligations hereunder to an affiliate or to a successor to all or substantially all of its business or assets. Any attempt to assign this Agreement in violation of this section shall be null and void.
18.2. Severability. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
18.3. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin. The sole jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in Wisconsin and each party consents to the jurisdiction of such courts with respect to any such action.
18.4. Entire Agreement. This Agreement constitutes the entire agreement between the Parties in connection with its subject matter and supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among parties relating to the subject matter of this Agreement, and all past dealing or industry custom.
18.5. Notice. Any notice given to Publisher hereunder may either be provided in writing to Publisher’s principal place of business, by e-mail to Publisher’s then-current designated point of contact as listed in the Dashboard, or by posting a notice to the Dashboard; any use of the Service by Publisher following the expiration of any applicable notice period shall constitute acknowledgement of Publisher’s receipt of and consent to the matters so notified to Publisher. All notices under this Agreement to TR shall be in writing, and shall be deemed given when personally delivered or upon receipt if sent by registered U.S. mail or reputable overnight courier to TR’s address set forth above.
18.6. Modification and Waiver. Except as expressly set forth herein, no changes, modifications, or waivers are to be made to this Agreement unless evidenced in writing and signed for and on behalf of both parties. 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.
18.7 Third Party Content. Developer acknowledges and agrees that Survey Offers may include links to other websites or resources and that TheoremReach has no control over (and is merely a passive conduit with respect to) any such links to websites or other resources that may be submitted or published by a TheoremReach client or other third party. TheoremReach is not responsible for the availability of such third party websites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such third party websites or resources. Developer acknowledges and agrees that TheoremReach shall have no responsibility or liability whatsoever for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services available on or through any such third party website or resource. All correspondence or business dealings with, or participation in promotions of, TheoremReach clients found on or through any Survey Offers, including payment and delivery of related goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between the applicable User and the applicable TheoremReach client.
18.8 Changes. TheoremReach may, in its sole discretion and without prior notice, (a) revise the terms of this Agreement; (b) modify the TheoremReach Website; and (c) discontinue the TheoremReach Website and/or providing Survey Offers at any time. TheoremReach shall post any revision to these terms to the TheoremReach Website, and the revision shall be effective immediately on such posting. You agree to review these terms and other online policies posted on the TheoremReach Website periodically to be aware of any revisions. You agree that, by continuing to use or access the TheoremReach Website following notice of any revision, you shall abide by any such revision.