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Tapply – App Terms and Conditions

Last updated: 12/18/2024

1. Scope and purpose

1.1. These terms and conditions (the “Terms”) govern your usage of the Tapply App and the ordering of any Expert Services via the App.

1.2. By accepting the Terms, either by clicking a box indicating acceptance, by downloading the App (via the app stores on which the App is made available) or by otherwise using the App, You represent that (i) You have full legal authority to accept these Terms and are at least eighteen (18) years old; (ii) You have read and understand the Terms; and (iii) You agree to be bound by and adhere to these Terms. If you are not at least eighteen (18) years old, you are not allowed to use and access the App and/or to order or provide Expert Services.

1.3. You waive the applicability of your own general and special terms and conditions even where it is stated therein that only those conditions apply and if such terms and conditions were not protested by Tapply.

2. Definitions and interpretation

2.1. Capitalized terms used throughout these Terms shall have the meaning given to them below:
“App” means the mobile application, proprietary owned by Tapply, aiming, as an intermediary platform, to facilitate connecting Tapply Community Members to find expertise and skills on tap, whereby Experts can provide real-time coaching on a metered per minute basis;
“Confidential Information” means the information of a Party disclosed in the execution of the terms to another Party, whether in written, oral, electronic or other form and which is explicitly marked as confidential, should reasonably be considered confidential or is traditionally recognized as being confidential, regardless of whether it is expressly marked as confidential;
“Data Protection Legislation” means the applicable US or European privacy laws;
“Experts” means the User or another Tapply Community Member using the App with the intent to provide Expert Services to other Tapply Community Members in accordance with these Terms;
“Expert Services” means the expert services ordered by a Requester via the App and which are provided by the relevant Experts pursuant to these Terms and as mutually agreed between the Expert and Requester;
“Expert Fees” means any and all amounts payable by a Requester to an Expert pursuant to these Terms;
“Intellectual Property Rights” means (non-exhaustive list) patents, trademarks, copyrights, rights in software programs (both in object code and source code), database rights, proprietary rights in know-how, business and trade names and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of the afore listed which may subsist anywhere in the world, and any existing or future applications for or registrations of such rights;
“Party” or “Parties” means the User and/or Tapply;
“Requester” means the User or another Tapply Community Member using the App with the intent to order and receive Expert Services from another Tapply Community Members acting as an Expert in accordance with these Terms;
“Tapply” means Tapply Inc. (C-Corp), with office at 276 Greenpoint Avenue, Brooklyn NY 11222 and registered with company number 87-3508412;
“Tapply Community Members” means all the members part of the Tapply community pursuant to a similar agreement as the one concluded between the Parties (using the App in the capacity of Requester and/or Expert);
“User” or “You” means the individual, either acting as an Expert or Requester, downloading and using the App and entering into a contractual relationship with Tapply pursuant to the subscription order concluded via the relevant app store;
“User Content” means all content, data, texts, graphics, videos, service requests, question or other material proprietary to or held by the User which is provided, submitted or otherwise uploaded to or published on the App by the User in the execution of the Terms;

2.2. The headings to the clauses are for convenience only and shall not affect the interpretation of the Agreement. The single shall include the plural and vice versa, references to any statute or statutory provision includes a reference to that statute or statutory provision as amended from time to time and includes all subordinate legislation thereunder; and any phrase introduced by the terms including, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the words, definition, phrase or term preceding those terms.

3. User Account

3.1. Licenses and accounts to the App are personal and allocated on a first and last name basis. The login details (such as username and password) may not be shared with third parties. If You have any reason to believe that Your account details have been obtained by a non-authorized person, You shall immediately contact Tapply to suspend the user account.

3.2. Tapply reserves the right to suspend or terminate any user account acting in violation of these Terms.

4. App

4.1. Subject to these Terms, Tapply grants You, a personal, revocable, restricted, non-exclusive, non-transferable and non-sublicensable license to, access and use the App, during the term of the Agreement. For the avoidance of doubt, the foregoing license does not include the right to access any software code (including object code, intermediate code and source code) of the App.

4.2. The license granted hereunder is restricted to the scope expressly set forth herein. There are no implied licenses under these Terms. Tapply reserves all rights not expressly granted pursuant to these Terms.

4.3. You agree to comply with these Terms and any documentation, guidelines, user manuals and/or reasonable instruction provided by Tapply from time to time.

4.4. You acknowledge that Tapply reserves the right to make available future features and functionalities subject to additional payment and/or additional (user) terms.

4.5. You agree not to, directly or indirectly, in whatever capacity:

  1. use the App for activities that are or act in any way that is unlawful, illegal, fraudulent or harmful or for any other purpose than its intended purpose;
  2. sell, lease, commercialize, rent, display, sublicense, transfer, provide, disclose, or otherwise make available to, or permit access to the App, in whole or in part, to (or by) any third party, except as expressly permitted in these Terms;
  3. decompile, disassemble, translate, duplicate, modify, alter, reverse engineer or attempt to reconstruct, identify or discover, copy, create derivatives based upon the underlying source code, ideas, user interface techniques or algorithms of the App by any means (except to the extent such restriction is prohibited under applicable law);
  4. take any action that would cause the App or the underlying source code to be placed in the public domain;
  5. alter, remove, or obscure any copyright notice, proprietary legends or other notice(s) incorporated in the App or any content available on the App;
  6. intentionally distribute any virus, or other items of a destructive or deceptive nature via the App;
  7. work around any technical or security limitation vested in the App;
  8. violate intellectual, privacy and data protection rights of other users, try to collect (personal) data of other users either manually or automatically by using a ‘robot’, ‘spider’, ‘crawler’, search or retrieval applications, or by using any other (automatic) tools, processes or methods to access the App and any data or information available thereon;
  9. transmit any information or data that can be regarded as offensive, disrespectful, insulting, defamatory, threatening, obscene, racist, sexual or otherwise objectionable.

5. User Content

5.1. The App allows you to upload, post, link, store, share and otherwise make available User Content. You acknowledge that any User Content You upload via the App may become visible for other users (via a central repository or search function). Users with App access shall be able to browse and read the User Content You upload. You retain any and all proprietary rights vested in Your User Content. However, you remain solely responsible for protecting those rights.

5.2. By posting any User Content on the App, you provide Tapply a non-exclusive, royalty-free, worldwide, sublicensable, transferable license to use, copy, store, publish, distribute, modify and transmit the User Content to operate and commercialize the App and to make such User Content available to other Tapply Community Members.

5.3. You remain solely responsible for the (legality, reliability, accurateness, correctness and appropriateness of the) User Content You publish via the App and You represent and warrant that You own all rights or have obtained all necessary licenses to publish said User Content via the App.

5.4. You are not allowed to transmit or publish any User Content that is harassing, libelous, threatening, obscene, indecent, criminal, deceptive, fraudulent, illegal, unlawful, invasive of others privacy or that would violate the (intellectual property or privacy) rights of third parties, or that would adversely or negatively affect or reflect Tapply’s name, reputation or goodwill.

5.5. Tapply reserves the right to (i) immediately remove or block User Content that violates this Section 5; and (ii) suspend (or alternatively terminate) Your access to the App, in the event of any (likely) non-compliance with this Section 5.

5.6. Tapply reserves the right to and you agree that Tapply may use your User Data and personal data to continuously improve the Platform and tailor it to your use and to gather technical, analytical and statistical insights. For more information, reference is made to our privacy policy as available on our website.

6. Community Content

6.1. Via the App, You shall receive access to information, data, texts, video’s, materials, visualizations and other content published and provided by Tapply Community Members (“Community Content”). You shall use such Community Content only for their intended purposes and any applicable laws, regulations and generally accepted online practices.

6.2. You acknowledge that Community Content is provided by third parties and that Tapply assumes no responsibility for such Community Content (including, but not limited with regard to its relevance, accuracy, legality, decency, quality or completeness).

6.3. All Community Content available on App is provided for general information purposes only and its relevance or accuracy may differ depending on Your exact situation and context. It is not intended to amount to advice (whether financial or of other nature) on which You should rely. You are advised to obtain professional or specialist advice before taking, or refraining from any actions having legal implications on the basis of the Community Content. You shall bear full responsibility for the use, interpretation or implementation of the Community Content and Tapply cannot be held liable for any damage suffered as a result thereof.

6.4. Tapply neither represents, nor warrants that Community Content will be available at all times and cannot necessarily confirm availability. Community Content may be updated, replaced and/or complemented from time to time.

6.5. You acknowledge that Community Content may be protected by copyright or other Intellectual Property Rights, and You shall refrain from copying, distributing or otherwise using such Community Content unless You have obtained the express written permission of the relevant owner of the copyright or Intellectual Property Rights.

7. Expert Services

7.1. You can place requests for Expert Services via the App. Experts may, in their sole discretion, agree to provide said Expert Services to the Requester. In such case, the Expert will provide an offer to the Requester via the App (detailing the scope, timing, rate per minute, and other conditions of such Expert Services). Upon acceptance of the offer by the Requester, the Requester and Expert shall be bound by the offer. In principle connections on the Platform are based on the expertise and skills of the Experts (as indicated in their accounts), your connections and the availability of the Experts.

7.2. Upon acceptance of the offer, the Requester and Expert shall be able to initiate or schedule an Expert session via the App and will receive a personal and confidential code to transfer the session to the Tapply desktop mobile available at our website: https://tapply.us and by clicking “Start Session”. The desktop will register the duration of the Expert session to calculate the applicable Expert Fee, which shall be metered and charged per minute in accordance with the rate agreed between the Expert and Requester for the specific Expert session.

7.3. If You are acting in the capacity of Expert, You represent and warrant to execute all Expert Services in accordance with these Terms, with reasonable care, diligence and skill and in accordance with generally accepted industry practice.

7.4. You acknowledge that Tapply merely acts as intermediary with respect to the Expert Services offered via the App, solely facilitating the potential connection between Tapply Community Members who want to leverage each other’s services, expertise and knowhow. Tapply neither represents, nor warrants that certain Expert Services will be available at all times and cannot necessarily confirm availability. Expert Services may be updated, replaced and/or complemented from time to time.

7.5. Tapply has no control over any Expert Services or Expert terms and assumes no responsibility for Expert Services provided or the content of any Expert terms (including, but not limited with regard to their accuracy, legality, quality, timeliness or completeness). Tapply disclaims any liability for any and all forms of loss or damage arising out of the provision of any Expert Services and for any advice, recommendations or output generated or provided during an Expert session (“Output”). You remain solely responsible for the use, interpretation or implementation of such Output. Unless explicitly agreed otherwise, You bear full responsibility for the use and/or implementation of any Output and/or for any decisions based thereon provided via the App and Tapply cannot be held liable for any damage suffered by You (or, if applicable, any other third party) as a result thereof.

8. Performance of these Terms

8.1. Tapply shall execute these Terms to the best of its abilities, with reasonable care, diligence and skill and in accordance with generally accepted industry practice. Any timelines shall be indicative.

8.2. These Terms shall be executed in complete independence. The Parties are independent contracting parties. No employment, partnership, joint venture or agency form exists between the Parties as a result of these Terms.

9. Support and maintenance

9.1. You acknowledge that the proper operation of the App requires maintenance and/or updates from time to time. Tapply will carry this out at its sole discretion and shall make reasonable efforts to minimize any impact on You and the availability of the App. In no event shall Tapply be liable for the unavailability of the App. Where possible, Tapply will provide reasonable prior written notice of any planned maintenance or updates affecting the availability of the App.

9.2. Unless expressly agreed otherwise, any support services in relation to the App are provided during Tapply’s business hours and on a best efforts basis only. You may notify a problem to Tapply via the chat and support functionalities available in the App (or such other support channels as may be provided from time to time). In Your support request You shall provide all information necessary for Tapply to validate the claim. During its normal business hours, Tapply shall try to provide a resolution or workaround as soon as commercially possible, but Tapply makes no warranty whatsoever to provide a resolution or workaround for each specific problem that could arise. In the event, support requests exceed, at Tapply’s sole discretion, what is commercially reasonable, Tapply shall be entitled to charge such support services at its then-current rates, in which event Tapply shall inform You thereof in advance.

9.3. Tapply reserves the right to make changes and updates to the App, and to modify, add or remove certain functionalities from time to time, without prior notification, provided that Tapply shall not change any material functionalities of the App without prior notification.

10. User obligations

10.1. In order for Tapply and the Experts to effectively execute these Terms in a proper, timely and efficient manner, You must cooperate in good faith and at no cost.

10.2. You agree to conduct any activities via the App in accordance with the highest ethical standards, business practices and principles, adhering to principles of integrity, fairness, transparency, and accountability. In particular, without limitation, you shall:

  1. engage in honest and transparent dealings on the App, with any Experts and Tapply Community Members and behave respectfully towards such parties (in communications);
  2. not engage in deceptive or unfair trade practices, including but not limited to price-fixing, market manipulation, or anti-competitive behavior;
  3. not offer, give, solicit, or receive any form of bribe or other improper payment, whether directly or indirectly, in connection with your activities under these Terms. Any actions or attempts to gain an unfair business advantage through unethical means, such as bribery, kickbacks, or gifts, are strictly prohibited;
  4. implement generally accepted proper data governance standards;
  5. not transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation;
  6. not impersonate or attempt to impersonate any other person or entity;
  7. not use any process, tools or methods to retrieve or copy any Community Content or other information available on the App;
  8. not use the App for any unethical, unlawful or illegal activities and refrain from any actions that are otherwise deemed unethical or immoral;
  9. not engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of App, or which, as determined by Tapply, may harm or offend Tapply or any third party.

10.3. Failure to comply with these standards may result in termination of these Terms or other legal consequences as deemed appropriate. In any event, Tapply reserves the right to suspend Your access to the App and any Expert Services or other activities, in the event of (the likely) infringement of this Section.

11. Reporting of potential illegal content and activities

11.1. You shall promptly (i.e. no later than 72 hours after becoming aware thereof report to Tapply any content or activity that it reasonably deems or suspects to be illegal, harmful, or in violation of any applicable laws or this Agreement ("Illegal Content or Activities").

11.2. All reports of Illegal Content or Activities must be submitted in writing to Tapply through the designated in-App reporting tool or by sending an email to [email protected]. The notification must include sufficient detail to enable Tapply to investigate the matter, including:

  1. a clear description of the content or activity alleged to be illegal or harmful;
  2. the location or link (URL) of the content or activity on the App, if applicable;
  3. any evidence or supporting documentation relevant to the allegation;
  4. Your name and contact information; and
  5. declaration that the notification is executed in good faith.

11.3. Upon receiving a notification, Tapply will acknowledge receipt of the report without undue delay and will review the reported Illegal Content or Activities. Tapply reserves the right to request additional information from You to facilitate the investigation.

11.4. If, after investigation, Tapply determines that the reported Illegal Content or Activity is in its discretion illegal or in violation of this Agreement, Tapply may take appropriate action, including but not limited to:

  1. removing or disabling access to the Illegal Content or Activity;
  2. suspending or terminating user accounts involved in the violation; and/or
  3. reporting the matter to law enforcement or regulatory authorities, if necessary.

11.5. Tapply will notify the reporting party of the action taken, if any, as soon as commercially possible after completing the investigation. All notifications and information submitted pursuant to this clause will be treated as confidential and the identity of the reporting party will not be disclosed, except as required by law, pursuant to a judicial or governmental order or with the reporting party’s consent.

11.6. Tapply will not be liable for any (alleged) Illegal Content or Activities conducted by Experts or Tapply Community Members unless it had actual knowledge of the Illegal Content or Activity and fails to address such content or activity with the diligence and care that can be reasonably expected.

12. MCA Notice and Procedure for Copyright Infringement Claims

12.1. Without prejudice to the foregoing, You can at any time submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) with respect to any (alleged) copyright infringements by sending an email to [email protected]. The notification must include sufficient detail to enable Tapply to investigate the matter, including:

  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest;
  2. a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work (if applicable) and a clear description of the content or activity alleged to be illegal or harmful;
  3. any evidence or supporting documentation relevant to the allegation;
  4. the location or link (URL) of the content or activity on the App, if applicable;
  5. Your name and contact information (including address, telephone number, and email address);
  6. a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and executed in good faith and that You are the copyright owner or authorized to act on the copyright owner's behalf.

13. Rules of organization

13.1. You will keep and maintain complete and accurate books, records and accounts relating to the execution of these Terms. During the term of the Agreement and up to a period of one (1) year thereafter, Tapply (or one of its external auditors) shall be entitled to perform audits and inspections of Your compliance with these Terms during business hours. You shall grant Tapply (and its auditors) access to all reasonably requested documents, information, resources, and assistance to enable Tapply (and its auditors) to perform the audit. Tapply reserves the right to suspend Your access to the App and any Expert Services, in the event the findings of the audit show any (likely) non-compliance with or breach of these Terms.

13.2. You acknowledge that all actions within the App may be logged, creating a transparent record of data transactions, access, and modifications.

13.3. The Parties shall exercise reasonable good faith efforts to resolve any dispute, complaint or controversy arising in connection with these Terms by means of the procedure set out below:

  1. Each Party shall promptly notify a complaint or dispute to the other Party in writing by sending an email to the email address generally used by said Party in communications. If either Party is of the opinion that the complaint or dispute concerns or relates to an Expert, Tapply Community Member or third party, that Party may suggest that a representative of such party becomes involved in the dispute resolution procedure.
  2. Within thirty (30) days of receipt of written notice of the complaint or dispute by either Party, the Parties shall attempt to resolve the complaint or dispute. To that end, the Parties shall in response to the other Party's reasonable request, meet as often as reasonably necessary and provide the other with non-confidential information reasonably related to the disputed matter. Disputes and complaints shall be resolved at the lowest level in the escalation hierarchy of the Parties’ possible. If a resolution has not been agreed upon, the escalation period shall be exhausted and either Party may initiate legal proceedings.
  3. Any resolution or settlement shall be documented in writing. The Parties shall be free to seek assistance of third party experts to resolve the disputed matter, provided that such parties are bound by appropriate confidentiality obligations, at least as stringent as the obligations set forth in the Agreement. Each Party shall bear its own costs related to the resolution of the dispute, unless otherwise agreed as part of the settlement or resolution.

13.4. For the avoidance of doubt, the procedure shall have no impact on the Parties' termination rights or the Parties other rights under these Terms or applicable law.

13.5. You agree that Tapply is not obliged to take any action in any dispute between You and any Tapply Community Member or any third party. However, upon request, Tapply may, to the best of its abilities, endeavor to reconcile Tapply Community Members.

14. Links to other websites and applications

14.1. The App may contain links to other third-party websites or applications. These links are provided for Your information only and Tapply disclaims any responsibility for (the content available on such) third-party websites or applications.

15. Payment terms

15.1. You commit to pay any ordered Expert Services in accordance with the payment modalities agreed between You and the Expert providing said Expert Services (if any). Unless expressly agreed otherwise, all Expert Services shall be charged by Experts on a “pay per minute basis” in accordance with the pricing offered by said Expert when responding to Your services requests. Payments can be completed via the payment modalities available via the App (e.g. via a payment transaction executed via the payment provider Stripe or by uploading credits to the wallet in your account).

15.2. For online payments executed via the App, Tapply relies on external professional and specialized partners managing a payment platform (such as Stripe). Online payments are made using secure protocols. All online payments are subject to the general terms and conditions of the third-party payment platform operator, which bears sole responsibility with regard to the correct execution of all online payments. In order to complete any payments and order any Expert Services, You must create an account with any of the available payment providers and/or upload any payment credits to the wallet in Your account. All transaction costs for the payments shall be borne by the Requester, and You agree to the general terms and conditions of the payment provider of your choice, which shall be provided upon your request and can be consulted on the webpage of the relevant payment provider to whom you are redirected (and/or as made available via the Platform (as applicable)).

15.3. In consideration for the services and licenses provided by Tapply pursuant to these Terms, Tapply shall be entitled to a percentage of the Expert Fees paid for a particular Expert session. You can at any time consult the then-current percentage to which Tapply is entitled on Tapply’s website (as may be amended from time to time). Additionally, the percentage accruing to Tapply will be shown on the Platform prior to the commencement of an Expert session. Service credits granted to Your user account (if any) are subject to the expiration date as indicated on the moment of issuance and can only be used to order Expert Services. Such credits cannot be redeemed for cash. Once the credit’s expiration date has expired, any unused credits are deemed forfaited

15.4. All undisputed invoices (or parts thereof) must be paid within thirty (30) days after the invoice date. Disputes must be notified in writing (containing the well-substantiated and founded reasons for such disputes) within fourteen (14) days after the invoice date, failure to do so shall result in the invoice being deemed accepted.

15.5. All amounts due are payable in U.S.D. (unless agreed otherwise). Payments are final and non-refundable.

15.6. You acknowledge that You are solely responsible for determining and fulfilling Your tax obligations, including but not limited to any taxes, levies, or duties that may arise from any remuneration, earnings, or income derived through Your usage of App or the provision of any Expert Services, in accordance with applicable laws. You are also responsible for accurately reporting such amounts in your tax filings and complying with applicable tax laws and regulations. Tapply disclaims any responsibility for Your failure to comply with Your tax obligations. You are encouraged to consult with a qualified tax advisor for assistance regarding their specific tax requirements.

15.7. Any amounts of undisputed invoices (or parts thereof) that have not been paid on the due date shall be subject to a late payment interest equal to the rate applicable pursuant to applicable laws, which interest shall be compounded daily as of the due date until receipt of full payment. You shall pay all costs incurred, as a result of the (extra)judicial enforcement of Your payment obligations. Without prejudice to any other rights, if You fail to fulfil Your payment obligations, Your rights under these Terms may be suspended until the outstanding amount and any accrued interests have been received in full.

15.8. All payments hereunder shall be paid without the right to set off or counterclaim and free and clear of all deductions or withholdings whatsoever unless the same are required by law.

16. Exclusion of the Right to Withdraw

16.1. You have the a legal right to withdraw your subscription to the App at any time and any ordered Expert Services on the App, provided such Expert Services are not yet commenced/are not already executed, without having to provide a reason for the withdrawal.

16.2. In case You decide to execute your right of withdrawal, You must notify the relevant Expert thereof within fourteen (14) days after you ordered the Expert Services and in any event prior to the execution of the Expert Services by stating unambiguously that You wish to withdraw Your order. In accordance with applicable consumer protection laws, You acknowledge and agree that Your right of withdrawal ceases to exist at the moment any ordered Expert Services are being executed or commenced with your prior express consent.

17. Intellectual Property

17.1. Tapply shall at all times exclusively retain all titles, interests and rights, including but not limited to any Intellectual Property Rights vested in or related to the App (including any new versions, updates, customizations, enhancements, modifications or improvements made or any derivative works based thereon) and related services.

17.2. Except for the limited license granted pursuant to Section 4, no other rights in respect of Tapply’s Intellectual Property Rights shall be granted or transferred to You or any third party.

17.3. You may provide us with information and feedback concerning suggestions for improvements, ideas and other matters related to our App and services (“Feedback”). You agree that:

  1. You shall not retain, acquire or assert any Intellectual Property Right or other rights, titles or interests in or to such Feedback; and
  2. Tapply is free to use and implement such Feedback, without having to pay any compensation to You and that such Feedback does not contain Confidential Information or proprietary information from any third party.

18. Confidential information

18.1. Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) may disclose Confidential Information during the execution of these Terms. Confidential Information disclosed hereunder shall not be used by the Receiving Party for any purpose other than the performance of the Terms. Each Party undertakes to keep the Confidential Information of the Disclosing Party secret and not to disclose it, in whole or in part, to any person other than (i) with the prior written consent of the Disclosing Party, or (ii) its employees, directors, subcontractors and consultants who have a direct need to know to such Confidential Information for the execution of its obligations under these Terms. The Receiving Party procures that the aforementioned persons are bound by confidentiality obligations which are not less stringent than those set out herein.

18.2. The Receiving Party hereby undertakes to adequately protect and secure the Confidential Information of the Disclosing Party (in any event not less strict as such Receiving Party protects its own Confidential Information).

18.3. The provisions of this article shall not apply to any information which: (i) is published or comes into the public domain other than by a breach of these Terms; (ii) can be shown to have been known by the Receiving Party before disclosure by the Disclosing Party; (iii) is lawfully obtained from a third party, (iv) can be shown to have been created by the Receiving Party independently of the disclosure under these Terms; or (v) is required to be disclosed by any law or regulation or by any judicial or governmental order or request.

18.4. The provisions of this article shall continue in force during five (5) years following the termination of these Terms. Confidential Information shall, except as required to comply with any legal (record keeping) requirement, at discretion of Disclosing Party, within a reasonable time, be deleted (to be certified in writing) or returned to the Disclosing Party upon termination of these Terms or upon written request of the Disclosing Party.

19. Data protection

19.1. To the extent applicable, each Party shall comply with its respective obligations under the applicable Data Protection Legislation.

19.2. Tapply shall process Your personal data in the capacity of controller and in accordance with its privacy policy.

19.3. You acknowledge and agree that Your contact details may be shared with Experts and other Tapply Community Members (via the App) to the extent necessary to execute these Terms.

20. Liability

20.1. SUBJECT TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, TAPPLY’S LIABILITY UNDER THESE TERMS SHALL, WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT OR OTHERWISE, PER EVENT (OR SERIES OF CONNECTED EVENTS) AND IN THE ANNUAL AGGREGATE NOT EXCEED THE AMOUNT EQUAL TO ALL EXPERT FEES PAID FOR THE RELEVANT EXPERT SESSION WHEREUNDER THE EVENT GIVING RISE TO THE LIABILITY OCCURRED (OR IN CASE NO EXPERT FEE WAS DUE, A MAXIMUM FIXED AMOUNT OF FIFTY (50) U.S.D). THE AFOREMENTIONED LIABILITY CAP DOES NOT APPLY, IF TAPPLY CANNOT EXCLUDE ITS LIABILITY UNDER APPLICABLE LAWS.

20.2. SUBJECT TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, TAPPLY EXCLUDES ITS LIABILITY FOR:

  1. ANY DAMAGES ARISING OUT OF THE ACTIONS, OMISSIONS, EXPERT SERVICES, OUTPUT OR OTHER MATERIALS PROVIDED BY ANY EXPERTS, TAPPLY COMMUNITY MEMBERS OR ANY THIRD PARTIES;
  2. ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES ARISING UNDER THESE TERMS (I.E. LOSS OF REVENUE, PROFIT, ANTICIPATED SAVINGS OR GOODWILL, OPPORTUNITY LOSS OR REPUTATION DAMAGE, LOSS OF DATA, LOSS OF CUSTOMERS, LOSS OF CONTRACT, ETC.), WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT OR OTHERWISE.

20.3. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, YOU SHALL AT ALL TIMES DURING OR AFTER TERMINATION OR EXPIRY OF THESE TERMS INDEMNIFY TAPPLY AND ANY TAPPLY COMMUNITY MEMBERS AGAINST ALL LOSSES, LIABILITIES, FINES, DAMAGES AND EXPENSES INCLUDING REASONABLE LEGAL FEES SUFFERED BY, INCURRED BY OR AWARDED AGAINST TAPPLY OR SUCH TAPPLY COMMUNITY MEMBER, ARISING OUT OF OR IN RELATION TO A (THIRD PARTY) CLAIM RELATING TO ANY (ALLEGED) INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, APPLICABLE (MANDATORY) LAWS, OR ANY OTHER THIRD PARTY RIGHTS CAUSED BY YOUR ACTIONS AND/OR OMISSIONS, EXCEPT TO THE EXTENT THAT SUCH INFRINGEMENT AROSE SOLELY AND DIRECTLY FROM A THIRD PARTY’S ACTIONS OR OMISSIONS.

21. Warranties

21.1. Except to the extent otherwise provided in these Terms, the App (including any Community Content and Output available thereon or any Expert Services ordered via the App) are provided “as is”. To the maximum extent permitted by applicable law, Tapply does not make any other representations or warranties, express or implied, concerning any matter under these Terms (including any warranties of accuracy or completeness of data, fitness for a particular purpose, merchantability, availability, or non-infringement).

22. Term and termination

22.1. These Terms enter into force upon the download, installation or usage of the App and remain in effect until (i) You delete the App from all the devices you installed it on (and provided you cease usage of the App and associated services); or (ii) these Terms are terminated by either Party in accordance with the provisions of this Section 22.

22.2. Either Party may immediately terminate (or Tapply may alternatively suspend) in whole or in part these Terms, without any judicial intervention, without being liable and without prejudice to its rights to damages and any other remedies to which it may be entitled by law, upon providing the other Party with written notice of termination if the other Party:

  1. performs a material breach and if capable for remedy, fails to cure such material breach within thirty (30) days after receipt of written notice of the material breach;
  2. becomes insolvent, is subject to voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do.

22.3. Tapply shall, without prejudice to any other rights or remedy available under these Terms or applicable law, be entitled to immediately terminate these Terms (or alternatively suspend the access to the App) by giving written notice, in the event You infringe your obligations related to confidentiality, Intellectual Property Rights or data protection.

22.4. Upon termination, for whatever reason, You shall promptly pay all outstanding Expert Fees and other amounts payable hereunder up to the actual termination date and all licenses and user rights granted to You pursuant to these Terms shall automatically terminate. The provisions of these Terms that are expressly or implicitly intended to survive termination, shall survive termination. To the maximum extent permitted under applicable law, You waive any right to compensation from Tapply arising from the termination of these Terms.

23. Force majeure

23.1. Neither Party shall be liable for delays or failure to perform its (non-monetary) obligations under these Terms, if such delay or failure is caused by Force Majeure. The Party invoking Force Majeure, must, as soon as reasonably practicable, notify the other Party in writing of these circumstances. The execution of the obligation in question, will be suspended for the duration of the Force Majeure and must be resumed as soon as the Force Majeure has disappeared. Each Party shall use all reasonable endeavors to mitigate the effect of the Force Majeure.

23.2. “Force Majeure” means any circumstance not within a Party’s reasonable control, excluding any monetary obligations but including, acts of God, flood, drought, other natural disasters, epidemics or pandemics, terrorist attacks, civil war, any law or any action taken by a government or public authority, export or import restrictions, labor or trade disputes, strikes, force majeure on the part of service providers, partners or subcontractors, failures of the internet or telecommunications networks, power failures, hacker attacks, denial of service attacks, virus or other malicious attacks and all other circumstances generally qualified as force majeure.

24. Contact, complaints and communication

24.1. Tapply has appointed a central contact point, whom you can contact in the event you have questions about the App and/or these Terms or in case you have any complaints: [email protected].

24.2. In case You are a consumer and have any complaints, You also have the option of submitting, depending on Your geographical location, complaints on (i) the American Arbitration Association via this link: https://www.adr.org/consumer; and (ii) the European 'Online Dispute Resolution' (ODR) Platform via this link: http://ec.europa.eu/odr. However, we would apricate the opportunity to resolve Your concerns before you turn to such dispute resolution platforms. We therefore kindly ask You to contact us in first instance.

25. Miscellaneous

25.1. Entire agreement: These Terms constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements between the Parties relating to such subject matter.

25.2. Non-compete: During the term of the agreement and for a period of two (2) years after termination or expiry, You agree not to directly or indirectly: (i) develop or create a platform or software tool that is similar to the Platform and/or (ii) promote or engage in any business or activity that directly competes with the service offering and business activities of Tapply, both in the USA or any other geographical area where Tappy conducts its business.

25.3. Severability: If any part of this Agreement would be found invalid or unenforceable, for whatever reason, the other parts of these Terms will remain valid and enforceable as if the invalid or unenforceable provision had not been included therein. Any invalid or unenforceable provision will automatically be replaced by a suitable provision that is closest to what the Parties wish or would have wished, in accordance with the meaning and purpose of these Terms.

25.4. Waiver: This Agreement may be waived only by a written document signed by the Party entitled to the benefits of such waiver. Each such waiver shall be effective only in the specific instance and for the purpose for which it was given and shall not constitute a continuing waiver or consent.

25.5. Changes: Tapply reserves the right to revise or update these Terms from time to time. In such case, You will be notified about the changes, prior to the coming into force of such changes. Unless specified otherwise, the revised terms shall enter into force fourteen (14) days after they have been notified to You. If You do not agree to the changes, You shall have the right to cancel Your subscription without charge within fourteen (14) days after receipt of the modified terms. Your continued use of the App and/or Expert Services after the terms have been changed will constitute acknowledgment and acceptance of the modified terms.

25.6. Electronic signature. The Parties agree that these Terms and any offers may be executed and signed through electronic signature technology, constituting the legally binding equivalent to their handwritten signature. You will not repudiate the validity of the electronic signature.

25.7. Notices: Any notice required to be served under the Agreement shall in first instance be given by email. All notices given by email, shall only be valid in case confirmation of receipt was expressly given by email within five (5) business days. In case no confirmation of receipt was given within five (5) business days, all notices can be done in writing and served by personal delivery, registered letter, addressed to either Party at its address made available by the Parties.

25.8. Non-Assignment: You shall not assign or otherwise transfer any of Your rights or obligations under this these Terms without Tapply’s prior written consent. Tapply shall be free to (i) transfer or assign (part of) its obligations or rights under these Terms and (ii) to subcontract the performance of these Terms without prior notification.

25.9. Applicable law and jurisdiction: these Terms shall be governed by and construed in accordance with the laws of Delaware (US), without giving effect to its choice of law or conflict of law laws or principles. The United Nations Convention for the International Sale of Goods shall not apply to this Agreement. All disputes between the Parties in connection to these Terms shall first be discussed in good faith to try to find an amicable solution. If no solution can be found then the dispute may be submitted to the exclusive jurisdiction of the courts of Delaware (US), without prejudice to the rights of a consumer, to take legal action before any other courts of competent jurisdiction based on mandatory law.