Terms of Service

1. Introduction

Welcome to TapRain ("Company", "we", "our", "us")! These Terms of Service ("Terms", "Terms of Service") govern your use of our website located at taprain.com (together or individually "Service") operated by TAPRAIN LLC, a Wyoming limited liability company.

Our Privacy Policy also governs your use of our Service and explains how we collect, safeguard and disclose information that results from your use of our web pages. Please read it here: Privacy Policy.

Your agreement with us includes these Terms and our Privacy Policy ("Agreements"). You acknowledge that you have read and understood Agreements, and agree to be bound by them.

If you do not agree with (or cannot comply with) Agreements, then you may not use the Service, but please let us know by emailing at [email protected] so we can try to find a solution. These Terms apply to all visitors, users and others who wish to access or use Service.

Electronic Agreement and Binding Acceptance. Publisher consents to electronic contract formation and agrees that clicking "I Accept," "I Agree," registering an account, or continued use of the platform constitutes a legally binding signature equivalent to a handwritten signature and establishes Publisher's unconditional acceptance of these Terms.

2. Entire Agreement & No External Reliance

No Reliance on External Statements. You acknowledge and agree that you have not relied upon any oral or written statements, representations, promises, screenshots, chat messages, Discord messages, Telegram messages, emails, social media posts, or other communications outside of these Terms or the TapRain platform interface regarding payouts, commissions, approval rates, advertiser relationships, traffic allowances, account status, payment timing, or any other aspect of the Service.

Entire Agreement Controls. These Terms, together with any written Program Terms displayed within the TapRain platform dashboard, constitute the entire agreement between you and TapRain regarding the Service and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written, including but not limited to any statements made in Discord, Telegram, email, social media, or other channels.

Modifications and Waivers. Any modification, amendment, or waiver of these Terms must be in writing and signed by an authorized officer of TapRain LLC. No employee, support representative, or agent has authority to modify these Terms or make binding commitments on behalf of TapRain through informal communications.

Exercise of Discretion. Where these Terms grant TapRain discretion (including references to "sole discretion"), TapRain will exercise such discretion in good faith and in a commercially reasonable manner consistent with standard industry practices for affiliate networks. Nothing in this clause limits TapRain's right to take immediate action to protect the integrity of the platform, its advertisers, or other publishers.

3. Communications

By using our Service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing [email protected].

4. Accounts

When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on Service.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

4.1 Identity Binding

You represent and warrant that all personal and business information submitted to TapRain, including but not limited to your name, company name, tax identification documents, payment details, contact information, and business addresses, is truthful, accurate, and belongs to you or your authorized entity.

You agree that any account registered using your name, company name, tax documents, payment details, email addresses, IP addresses, device identifiers, or other identifying information may be legally attributed to you and bound to these Terms regardless of the username, alias, nickname, or handle used on external communication platforms including Discord, Telegram, Twitter, or other social media. Use of aliases, pseudonyms, or third-party communication platforms does not limit TapRain's right to identify, associate, attribute actions to, or pursue legal remedies against the responsible account holder.

5. Publisher Terms

As a publisher on our platform, you agree to:

• Only promote offers in accordance with our guidelines and the specific offer terms
• Not engage in any fraudulent activity including but not limited to fake traffic, bot traffic, etc.
• Not misrepresent offers or the TapRain platform
• Ensure all your traffic sources comply with our policies
• Not attempt to manipulate our tracking or payment systems
• Maintain accurate and up-to-date information on your account
• Provide creatives, landing pages, and promotional materials for review upon request by TapRain
• Obtain prior written approval from TapRain before launching any new traffic source or promotional method not previously approved

5.1 Ad Suite Services Use

Publisher acknowledges that TapRain Ad Suite provides tools and services for legitimate advertising and marketing purposes only. TapRain does not provide services for the purpose of evading enforcement actions, creating inauthentic accounts, or circumventing platform integrity systems.

Publisher agrees to:

• Use all Ad Suite services (proxies, virtual cards, business centers, engagement tools, email generators, redirects, landing pages) in compliance with all applicable third-party platform Terms of Service
• Not use Ad Suite services to violate, circumvent, or evade any platform's policies, bans, suspensions, or restrictions
• Not use Ad Suite services for fraudulent, deceptive, or manipulative purposes
• Immediately notify TapRain if any service may violate a third-party ToS

Publisher assumes ALL RISK for third-party platform violations. TapRain has no responsibility to monitor Publisher's compliance with third-party platforms and makes no guarantee that Ad Suite services comply with any specific platform's Terms of Service.

6. Sub-Affiliates and Publisher Networks

If you operate your own affiliate network, maintain sub-affiliates, or otherwise utilize third parties ("Sub-Affiliates") to generate traffic or conversions on behalf of your TapRain account, you acknowledge and agree that:

• You are fully responsible for all acts, omissions, and violations of these Terms by your Sub-Affiliates as if such acts were your own
• All representations, warranties, covenants, and restrictions applicable to Publishers under these Terms apply equally to your Sub-Affiliates
• You must ensure that all Sub-Affiliates comply with these Terms, applicable Program Terms, and all applicable laws
• You must maintain records of all Sub-Affiliates, including their identity, contact information, and traffic sources, and provide such records to TapRain within two (2) business days upon request
• TapRain may require you to identify specific Sub-Affiliates responsible for particular traffic or conversions
• Failure by any Sub-Affiliate to comply with these Terms may result in suspension or termination of your account and forfeiture of commissions

TapRain reserves the right to require that specific Sub-Affiliates be removed from promoting TapRain offers, and you agree to comply with any such requirement immediately upon notice.

7. Payments

Payment Schedule. Publisher earnings are calculated on a calendar-month basis. Payment terms are assigned to each Publisher based on account status, performance history, compliance record, and other business factors determined by TapRain in its sole discretion. Payment terms may include Net-7, Net-14, or Net-30 schedules, and may be paid weekly, bi-weekly, or monthly. The default payment term is monthly Net-30. Your current payment terms are displayed in your account dashboard and may be adjusted by TapRain at any time with or without notice.

For clarity, the earning period ends at 11:59:59 PM Eastern Time (ET) on the last day of each applicable period (week, bi-weekly, or month), and payment is calculated from that date according to your assigned Net terms.

Processing and timing may be delayed due to compliance reviews, traffic validation, advertiser reconciliation, chargebacks, payment processor requirements, banking delays, technical issues, or other factors beyond TapRain's control. Timing estimates provided through any channel are not guarantees and are subject to change without notice. TapRain makes no guarantee of any specific payout date.

Advertiser Approval & Reconciliation. All conversions must be reviewed and approved by the corresponding Advertiser. TapRain's obligations are strictly contingent on actual receipt of cleared funds from the Advertiser for the specific conversions (see Section 8, Advertiser Payment Contingency).

Right to Delay/Withhold/Offset/Reverse. TapRain may delay or withhold any payment and/or offset or reverse amounts at its sole discretion for: (a) validation of traffic or compliance review; (b) reconciliation with Advertiser data; (c) suspected or confirmed invalid traffic, fraud, or policy violations; (d) technical, processor, or banking issues; (e) force majeure. Any such delay does not constitute a breach of these Terms.

Chargebacks & Reversals. Advertiser chargebacks, clawbacks, refunds, or non-payment may result in reductions to pending or future payouts. TapRain may carry a negative balance forward and offset it against subsequent earnings until repaid.

Dispute Window. Affiliates must notify TapRain of any payout dispute within 15 days of the payout date. After this window, TapRain's payout and reporting are final and binding.

Minimum Threshold; Fees. The minimum payout is $100. Balances below the threshold roll over to the next payment period. This minimum threshold is required for Tipalti payment processing. Payment method availability and any transaction fees may vary by jurisdiction and payment method selected; applicable fees charged by Tipalti will be deducted from payout amounts. Publisher is responsible for reviewing fee schedules in the Tipalti platform before selecting a payment method.

Tax & KYC. Publisher must complete Tipalti's onboarding process and provide all required tax documentation (e.g., W-9, W-8BEN, or other jurisdiction-specific forms) and KYC/AML verification documents through Tipalti's platform. TapRain will suspend all payments until Publisher successfully completes Tipalti's verification requirements. Failure to complete Tipalti verification within ninety (90) days of first earned commission may result in forfeiture of unpaid earnings and account termination.

No Guarantee of Earnings. TapRain does not guarantee that any particular campaign, offer, or advertiser will remain active or available, nor does it guarantee any minimum number of conversions, earnings, or payments. Affiliates acknowledge that marketing performance and advertiser decisions are outside TapRain's control.

Modifications to Payment Policy. TapRain may update payment processing schedules, minimum thresholds, payment terms, or payment methods with at least seven (7) days prior written notice via email or platform notification. Changes take effect on the date specified in the notice. Continued participation in the network after the effective date constitutes acceptance of such changes.

7.1 Virtual Card Services

Virtual card services are provided by Slash, a third-party payment processor. TapRain acts solely as a reseller and technology integrator. All virtual card transactions are subject to the third-party provider's Terms of Service and policies.

Publisher acknowledges:

• TapRain has no control over card approvals, declines, limits, or payment processing
• TapRain is not responsible for payment processing issues, card suspensions, or third-party provider actions
• Virtual cards are subject to third-party provider's fraud detection and compliance systems
• Misuse of virtual cards may result in immediate account closure by TapRain and/or the third-party provider
• Virtual cards must be used in compliance with all payment processor and advertising platform policies
• No refunds will be provided for cards declined or closed due to Terms of Service violations

TapRain may immediately terminate virtual card access if TapRain believes, in its sole discretion, that Publisher is violating payment processor, advertising platform, or these Terms.

7.2 Third-Party Payment Processor

All payments, invoicing, tax reporting, and KYC/AML compliance are processed through Tipalti, a third-party payment services provider. TapRain acts solely as a client of Tipalti and has no control over Tipalti's systems, processing times, compliance requirements, or payment methods.

Publisher Obligations. By accepting these Terms, Publisher agrees to:

• Complete Tipalti's onboarding process including KYC/AML verification
• Provide accurate tax documentation (W-9, W-8BEN, or other required forms) through Tipalti's platform
• Comply with all Tipalti Terms of Service and policies
• Maintain current and accurate payment information in the Tipalti system
• Respond to Tipalti verification requests within required timeframes

TapRain Disclaimers. TapRain makes no warranties or guarantees regarding:

• Tipalti system availability, uptime, or processing times
• Approval or rejection of Publisher's Tipalti account
• Payment method availability in Publisher's jurisdiction
• Tipalti's compliance verification timelines or requirements
• Currency conversion rates or international transfer fees
• Payment holds or delays imposed by Tipalti for compliance, fraud prevention, or verification purposes

Payment Method Fees. Certain payment methods offered by Tipalti may incur processing fees that will be deducted from Publisher's payout. Fee schedules are determined by Tipalti and may change without notice. Publisher is responsible for reviewing and accepting any applicable fees when selecting a payment method.

Data Sharing. Publisher acknowledges and consents to TapRain sharing Publisher's personal information, tax information, payment history, and account details with Tipalti as necessary to process payments and maintain compliance with applicable laws. Tipalti's use of such information is governed by Tipalti's Privacy Policy.

Payment Delays and Holds. Tipalti may delay or hold payments for compliance verification, fraud prevention, sanctions screening, or other reasons determined by Tipalti in its sole discretion. TapRain has no control over such holds and shall not be liable for any delays or holds imposed by Tipalti.

Account Rejection. If Tipalti rejects Publisher's account due to failed KYC/AML verification, sanctions concerns, high-risk jurisdiction, or other compliance reasons, TapRain reserves the right to terminate Publisher's account. Any earned but unpaid commissions may be forfeited if Publisher cannot complete Tipalti's verification process.

Service Changes. TapRain reserves the right to change payment processors at any time. In the event of a change, Publisher will be required to complete onboarding with the new payment processor to continue receiving payments.

8. Advertiser Payment Contingency

All affiliate payments are strictly contingent upon TapRain's receipt of full payment from the corresponding Advertiser. If the Advertiser fails to pay, delays payment, reverses payment, or issues a chargeback for any reason, TapRain is under no obligation to make payments to the Affiliate.

No Advances. TapRain has no obligation to advance funds; any advance paid is recoverable by setoff or direct repayment if Advertiser funds are not received.

9. Tracking and Data Discrepancies

TapRain's tracking system shall be the sole and authoritative source for all conversion data, click data, earnings calculations, and payment determinations. In the event of any discrepancy between TapRain's tracking data and any third-party tracking system or affiliate-provided data, TapRain's data shall prevail.

Affiliates acknowledge that tracking discrepancies may occur due to technical limitations, browser settings, ad blockers, network conditions, or other factors beyond TapRain's control. TapRain makes no guarantee regarding the accuracy or completeness of tracking data and shall not be liable for any alleged losses resulting from tracking discrepancies.

You agree to cooperate with reasonable compliance reviews and to retain relevant logs and records for at least 12 months from the conversion date.

9.1 Tracking Logs as Evidence

Publisher acknowledges that TapRain maintains automated system logs including but not limited to:

• Account registration and identity verification data
• Login history, session timestamps, and IP addresses
• Program enrollment dates and status changes
• Offer access timestamps and viewing history
• Click-through events and conversion records
• Revenue, commission, and payment history
• API access logs and tracking events
• Device identifiers, browser fingerprints, and network identifiers
• Communication records and support ticket history
• System-generated timestamps for all platform activities

These records constitute presumptively accurate business records maintained in the ordinary course of business and shall serve as substantial evidence of platform usage, offer access, advertiser relationships, program participation, violations of these Terms, and all other matters related to Publisher's account and activities. TapRain's automated system logs will be given substantial weight in any dispute, arbitration, or legal proceeding.

Evidentiary Weight. Publisher may rebut such evidence within the applicable dispute period by providing clear, authenticated, and verifiable contrary documentation from official sources. Screenshots, chat messages, social media posts, or third-party statements alone will be given lesser weight compared to TapRain's authenticated system records.

10. Traffic Standards & Compliance

Affiliates must adhere to the highest standards of traffic quality and legal compliance:

• Prohibited traffic includes, without limitation: bot/fake/incentivized traffic where not expressly allowed; brand bidding on Advertiser trademarks; misleading creatives; forced clicks; cookie stuffing; device/geo spoofing; cloaking; adult content where prohibited; and any violations of offer terms.
• Affiliates must comply with applicable laws and platform rules, including FTC endorsement guidelines, CAN-SPAM (email), TCPA (SMS/telemarketing), COPPA (children), and applicable GDPR/CCPA obligations for personal data.
• Where required, you must obtain end-user consent for tracking or communications and provide legally sufficient disclosures.
• TapRain may suspend or terminate accounts for violations and may withhold or reverse related earnings.

11. Fraudulent or Unapproved Marketing

If fraudulent or unapproved marketing is suspected, TapRain may suspend your account (or, if you maintain Sub-Affiliates, the suspected Sub-Affiliate's traffic) and block all traffic pending further investigation. Fraudulent or unapproved marketing includes, without limitation:

• Conversions generated by robots, spiders, computer scripts, or other automated, artificial, or fraudulent methods designed to appear as legitimate user activity
• Actions created using pre-populated fields to automatically complete all or substantially all of an application or form
• Conversions where an individual receives any type of direct or indirect incentive not expressly approved in writing
• Actions resulting from any form of advertisement not directly approved in writing by TapRain
• Actions produced through email marketing that is not compliant with the CAN-SPAM Act or other applicable email legislation
• Actions generated where Publisher or Sub-Affiliate was popping, iframing, or redirecting to TapRain's or Advertiser's landing pages without prior written approval
• Actions generated through any pay-per-click or pay-per-impression campaign that uses third-party trademarks or trade names without authorization
• Actions resulting from automated calling, dialing, faxing, or text messaging (including SMS and MMS) without prior written approval
• Content using third-party trademarks or other intellectual property without authorization

In determining whether fraudulent or unapproved marketing has occurred, lead-to-action ratios that are materially above average for the type of advertising shall be considered relevant evidence. Failure to cooperate with any investigation into suspected fraud shall be considered determinative that fraudulent marketing has occurred.

In the event of fraudulent or unapproved marketing, TapRain may withhold payment of all commissions from the affected Program(s). If Publisher has already received payment for conversions arising from fraudulent or unapproved marketing, TapRain reserves the right to offset such amounts against future earnings or to seek direct reimbursement.

12. Monitoring and Compliance Review

TapRain may monitor Publishers, on its own or with the assistance of third parties, for compliance with these Terms. Without limiting the foregoing:

• All email Publishers will be monitored for compliance with applicable legal requirements, including with respect to honoring unsubscribe requests
• TapRain may request and review creatives, landing pages, traffic sources, and promotional methods at any time
• TapRain may employ third-party compliance monitoring services, and information may be shared with such services for compliance purposes
• Publishers are solely responsible for compliance with these Terms and applicable law, and may not rely upon TapRain's monitoring for their own compliance obligations

Each suppression or unsubscribe list furnished to a Publisher shall be separately, technologically identified so that TapRain can ensure that each Publisher is not disseminating or otherwise using the list other than as required by applicable law.

13. Prohibited Uses

You may use Service only for lawful purposes and in accordance with Terms. You agree not to use Service:

• In any way that violates any applicable national or international law or regulation.
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.
• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter," "spam," or any other similar solicitation.
• To impersonate or attempt to impersonate Company, a Company employee, another user, or any other person or entity.
• In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of Service, or which, as determined by us, may harm or offend Company or users of Service or expose them to liability.

14. Non-Solicitation, Non-Circumvention, and Competitive Restrictions

14.1 Non-Solicitation of Advertisers

During Publisher's active use of TapRain and for twenty-four (24) months following Publisher's registration date, last paid conversion, or last program enrollment (whichever occurs latest), Publisher shall not, directly or indirectly:

• Solicit, contact, or enter into any advertising, lead generation, affiliate, or similar business relationship with any Advertiser to whom Publisher was introduced through the TapRain platform
• Induce, encourage, or attempt to induce any Advertiser to terminate or reduce its relationship with TapRain
• Divert or attempt to divert any business opportunity from TapRain that involves an Advertiser Publisher became aware of through the TapRain platform

Definition of Introduction. Publisher acknowledges that accessing an advertiser, offer, or program through the TapRain platform constitutes "introduction" for purposes of this Section regardless of whether the advertiser was later contacted through other means, platforms, intermediaries, aliases, or third parties. Indirect contact through agents, alternate identities, affiliated companies, intermediaries, or other third parties shall constitute circumvention and violation of this Section.

14.2 Competing CPA Networks

Publisher acknowledges that TapRain has invested significant resources in training, platform development, advertiser relationships, and publisher support. During the restriction period defined in Section 14.1, Publisher shall not:

• Promote Competing Advertisers: Promote or run traffic to the same specific advertiser that Publisher accessed through TapRain on any competing CPA network, affiliate network, or lead generation platform. "Competing Network" means any platform offering performance-based advertising campaigns for the same specific advertiser. Publisher must verify TapRain offer availability before promoting such advertiser through any other platform.
• Recruit TapRain Publishers: Actively recruit, solicit, or induce TapRain publishers to join, work with, or promote offers on competing networks
• Operate Competing Network: Launch, operate, or maintain Publisher's own competing CPA network, affiliate network, or lead generation platform using knowledge, training, business methods, or advertiser relationships obtained from TapRain
• Misuse Training Materials: Use TapRain's proprietary training materials, methods, or systems to train users of competing networks or to benefit competing platforms
• Disclose Confidential Advertiser Information: Share or disclose confidential advertiser information including actual advertiser company names (not public offer names), contact information, proprietary contract terms, rates, or business relationships with any competing network, their employees, or users

14.3 Permitted Activities

This Section 14 does NOT prohibit Publisher from:

• Working with other networks using Publisher's own knowledge, skills, and resources obtained independently of TapRain
• Operating in the affiliate marketing industry generally using publicly available information and industry-standard practices
• Promoting different advertisers in the same vertical (e.g., promoting a different auto insurance offer not available on TapRain)
• Sharing generic, publicly-known offer names (e.g., "FreeCash") as opposed to confidential advertiser company information
• Discussing TapRain or the affiliate marketing industry in general terms that do not disclose confidential information

14.4 Exception for Pre-Existing Relationships

The restrictions in this Section shall not apply to any Advertiser with whom Publisher can demonstrate a documented, active business relationship that existed prior to Publisher's registration with TapRain. The burden of proving such pre-existing relationship rests solely with Publisher, who must provide clear documentary evidence within fifteen (15) days of TapRain's request.

14.5 Proof of Violation

TapRain's determination of a violation under this Section 14, based on credible evidence including but not limited to advertiser reports, industry sources, social media posts, Publisher admissions, or third-party information, is presumed correct. Publisher may rebut this determination within fifteen (15) days of written notice by providing clear, documentary contrary evidence. Failure to provide sufficient rebuttal evidence within this period, or failure to respond at all, shall conclusively establish the violation.

14.6 Remedies for Breach

In the event of a verified breach of this Section 14, TapRain will provide Publisher with fourteen (14) days written notice describing the alleged violation and an opportunity to cure (i.e., cease the offending activity). If the violation is not remedied within the cure period, TapRain may pursue the following remedies:

• Forfeiture of unpaid balance remaining in Publisher's TapRain account at the time of violation
• Account suspension or termination
• Recovery of actual documented damages resulting from the breach, including lost revenue and business opportunities directly attributable to the violation

TapRain will not pursue retroactive clawback of previously paid earnings. Remedies are limited to unpaid balances and actual damages that TapRain can document. Publisher retains the right to dispute any claimed damages through the dispute resolution process described in these Terms.

14.7 Deduction and Collection Rights

TapRain may immediately deduct liquidated damages from any unpaid balance, pending payments, or future earnings in Publisher's account. If liquidated damages exceed available balance, TapRain may pursue collection through:

• Demand letter and direct billing to Publisher
• Third-party collection agencies (for amounts of $1,000 or more)
• Small claims court (for amounts between $1,000 and $10,000, depending on jurisdiction)
• Civil litigation (for amounts exceeding small claims limits)

For violations resulting in liquidated damages under $1,000, TapRain may, in its sole discretion, choose to blacklist Publisher without pursuing further collection. However, liquidated damages constitute a legal debt owed to TapRain regardless of whether TapRain actively pursues collection, and such debt may be reported to credit bureaus or pursued at any time within the applicable statute of limitations.

International Publishers are subject to the same restrictions and collection rights, though TapRain may prioritize enforcement based on practical considerations including jurisdiction and collectability.

14.8 Confidential Information Exception

Publisher may share advertiser information with Publisher's own Team Members (as defined in Section 16) who:

• Have signed written confidentiality agreements with Publisher
• Are actively working on TapRain campaigns under Publisher's direct supervision
• Require such information solely to perform their work for Publisher's TapRain campaigns

Publisher remains fully responsible for any breach of confidentiality by such Team Members and agrees to indemnify TapRain for any damages resulting from such breaches.

14.9 Survival

The obligations in this Section 14 shall survive termination or expiration of these Terms for the full twenty-four (24) month restriction period measured from the applicable triggering events (registration date, last paid conversion, or last program enrollment, whichever is latest).

15. TapRain University - Proprietary Training

Access to TapRain University training materials, courses, videos, guides, and educational content is governed by a separate TapRain University License Agreement that Publishers must accept before accessing such materials. The University License Agreement contains additional restrictions on the use, reproduction, and distribution of proprietary training content and may impose separate liquidated damages for violations.

Publishers acknowledge that TapRain University materials constitute valuable trade secrets and proprietary intellectual property of TapRain, and unauthorized use, disclosure, or distribution may result in immediate account termination and legal action independent of this Agreement.

16. Team Member Sub-Accounts

Publishers may create Team Member Sub-Accounts to delegate access to TapRain Ad Suite services and campaign management functions. Publishers acknowledge and agree that:

• Independent Contractor Relationship: Team Members are independent contractors of the Publisher, not employees or contractors of TapRain. TapRain has no employer-employee relationship with any Team Member.
• Publisher Responsibility: Publisher is solely responsible for all Team Member actions, access, compensation, and compliance with these Terms. All Team Member activities are deemed to be Publisher's activities.
• Compensation Structure: Team Member compensation may be structured as commission-based (percentage of campaign revenue or profit), performance-based (per-task or per-result), or other non-hourly arrangements. TapRain provides tracking tools for Publisher's convenience but has no involvement in determining or paying Team Member compensation.
• Tax Obligations: Publisher is responsible for all Team Member tax reporting obligations, including issuing Forms 1099-NEC to Team Members if required by applicable law. TapRain has no tax reporting obligations to Team Members.
• Payment Responsibility: All payments to Team Members are Publisher's sole responsibility and are made from Publisher's own TapRain earnings. TapRain does not make direct payments to Team Members.
• Privilege Controls: Publisher may set budget limits, privilege restrictions, and access controls for Team Member Sub-Accounts. Publisher remains liable for all charges and activities conducted through Team Member Sub-Accounts.

TapRain reserves the right to suspend or terminate any Team Member Sub-Account that violates these Terms or engages in fraudulent or unauthorized activity, and may hold Publisher responsible for any resulting damages or violations.

17. Rank System

Our platform features a rank system that rewards consistent performance:

• Ranks are determined by your lifetime earnings on our platform
• Higher ranks unlock additional benefits, higher commission rates, and exclusive features
• Rank benefits are subject to change with reasonable notice
• We reserve the right to adjust rank thresholds as needed

18. Referral System

Our referral program allows you to earn additional income by referring new publishers to our platform:

• You will receive a commission on the earnings of publishers you directly refer to our platform
• Referral commissions are limited to one level only - if someone you refer brings in their own referrals, you will NOT receive any commission from those secondary referrals
• This ensures our referral system operates as a simple, transparent affiliate program and not as a multi-level marketing scheme
• Referral commissions are paid according to the same schedule as regular publisher payments
• We reserve the right to modify referral commission rates with reasonable notice
• Fraudulent referral activity, including self-referrals, fake accounts, or circular referrals, will result in immediate account termination. TapRain may remove referral bonuses for suspected abuse.

19. Intellectual Property

The Service and its original content, features, and functionality are and will remain the exclusive property of TapRain and its licensors. The Service is protected by copyright, trademark, and other laws. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of TapRain.

You retain ownership of any content you submit, but you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display such content in connection with operating the Service.

20. Confidentiality

Definition. "Confidential Information" means any non-public information disclosed by one party to the other in connection with these Terms, including but not limited to: commission rates, payout terms, Advertiser identities and contact information, offer terms, technical specifications, tracking data, business strategies, customer lists, and any information marked or reasonably understood to be confidential.

Obligations. Each party agrees to:

• Hold all Confidential Information in strict confidence
• Not disclose Confidential Information to any third party without the prior written consent of the disclosing party
• Use Confidential Information solely for the purposes of performing under these Terms
• Protect Confidential Information using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care

Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; (d) is rightfully obtained from a third party without restriction on disclosure; or (e) is required to be disclosed by law, court order, or governmental authority, provided that the receiving party gives prompt notice to the disclosing party to allow it to seek protective measures.

Advertiser Information. All information regarding Advertisers, including their actual company names (not publicly-known offer names), contact information, proprietary contract terms, and business practices, shall be considered Confidential Information of TapRain. You shall not use such information for any purpose other than promoting offers through the TapRain platform.

Return of Information. Upon termination of these Terms or upon request by TapRain, you shall immediately destroy or return all Confidential Information and certify such destruction or return in writing if requested.

Survival. The confidentiality obligations in this Section shall survive termination of these Terms for a period of three (3) years, or for as long as the information remains a trade secret under applicable law, whichever is longer.

21. Third-Party Platform Violations and Service Disclaimers

21.1 No Guarantee of Platform Compliance

TapRain makes no representation or warranty that any Ad Suite service, tool, or feature complies with any third-party platform's Terms of Service, including but not limited to TikTok, Meta (Facebook/Instagram), Google Ads, Snapchat, X (Twitter), Shopify, or other advertising, e-commerce, or social media platforms.

21.2 Publisher Responsibility

Publisher is solely and exclusively responsible for ensuring that Publisher's use of all TapRain services complies with all applicable third-party platform Terms of Service, policies, and guidelines. Publisher acknowledges that:

• Platform violations may result in account suspensions, permanent bans, loss of ad spend, or legal action by the platform
• TapRain has no control over third-party platform enforcement actions
• TapRain does not monitor Publisher's compliance with third-party platforms
• Publisher assumes all risk of platform violations and related consequences

21.3 Service-Specific Disclaimers

Proxies: Proxy services are provided for legitimate privacy, security, and geographic access purposes. Use of proxies to evade platform bans, create multiple accounts in violation of platform policies, or engage in fraudulent activity is strictly prohibited and may result in immediate service termination.

Virtual Cards: Virtual card services must be used in compliance with all payment processor and advertising platform policies. TapRain is not responsible for card declines, platform violations, payment processor actions, or disputes arising from virtual card use.

Engagement Services: Engagement tools (likes, comments, shares, saves) are for legitimate marketing purposes only. Artificial engagement, bot activity, or services that violate platform policies regarding authentic engagement are strictly prohibited. Publisher acknowledges that platform detection of artificial engagement may result in account penalties.

Business Centers: Business center accounts are provided as-is. Publisher is responsible for ensuring all activity through such accounts complies with applicable platform Terms of Service. TapRain makes no guarantee regarding account longevity, platform acceptance, or continued functionality.

Redirects: Redirect services are for legitimate traffic routing and marketing funnel purposes. Use of redirects for cloaking, deceptive advertising, policy evasion, or other violations of advertising platform policies is strictly prohibited.

Email Generator: Email generation services are for legitimate account creation and business operations. Publisher shall not use generated emails for spam, fraud, creation of fake or fraudulent accounts, or violation of platform Terms of Service.

Landing Pages: Landing page generation tools must be used in compliance with all applicable advertising platform policies, FTC guidelines, and truth-in-advertising laws. Publisher is responsible for all content, claims, and disclosures on generated landing pages.

21.4 Immediate Service Termination

TapRain reserves the right to immediately suspend or terminate any Ad Suite service, tool, or feature if TapRain believes, in its sole discretion, that:

• The service may violate third-party platform Terms of Service
• The service creates legal, regulatory, or business risk for TapRain
• Publisher is misusing the service in violation of these Terms
• Third-party platform or service provider has flagged or restricted the service
• Continued provision of the service may expose TapRain to liability

No refunds will be provided for services terminated under this Section, except for unused virtual card balances which will be credited back to Publisher's TapRain account according to the third-party provider's refund policy.

21.5 Service Modifications

TapRain may modify, suspend, discontinue, or change the terms of any Ad Suite service at any time without prior notice if TapRain determines such action is necessary to maintain legal compliance, reduce business risk, or respond to third-party platform changes.

22. Third-Party Offers and Advertisers

TapRain provides access to offers and campaigns operated by third-party advertisers ("Advertisers"). You acknowledge and agree that:

• TapRain acts solely as an intermediary platform connecting publishers with Advertisers
• TapRain does not control and is not responsible for the content, accuracy, legality, quality, or availability of any third-party offer or advertiser campaign
• TapRain does not guarantee the performance, payment terms, or conduct of any Advertiser
• Any engagement, transaction, or dispute between you and an Advertiser shall be resolved solely between you and that Advertiser
• TapRain shall not be liable for any damages, losses, disputes, or liabilities arising from your relationship with any Advertiser or participation in any third-party offer
• You are solely responsible for reviewing and complying with the terms and conditions of each Advertiser and offer you promote

TapRain functions solely as a technology and tracking platform. The Company does not monitor, control, or assume responsibility for any user-generated or affiliate content and shall be entitled to safe-harbor protections under applicable law.

23. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall TapRain, its officers, directors, employees, related entities, agents, contractors, or licensors be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to:

• Loss of profits, revenue, or data
• Loss of goodwill or business opportunities
• Service interruptions or delays
• Errors or inaccuracies in content
• Damages arising from your use or inability to use the Service
• Damages arising from third-party offers, advertisers, or other users
• Delays in payment, advertiser chargebacks, or payment processing issues
• System downtime, technical errors, or tracking discrepancies
• Loss of expected earnings or business interruption
• Third-party platform violations, bans, or enforcement actions
• Ad Suite service failures, terminations, or unavailability

In no event shall TapRain's total cumulative liability to you arising out of or related to these Terms or your use of the Service exceed the total amount actually paid by TapRain to you in the three (3) months immediately preceding the event giving rise to the liability, or $100, whichever is greater. The limitations set forth herein shall survive termination or expiration of this Agreement.

24. Indemnification

You agree to indemnify, defend, and hold harmless TapRain, its parent company, subsidiaries, and related entities (excluding marketing affiliates or publishers using the platform), officers, directors, employees, agents, contractors, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees and court costs) arising from:

• Your use of and access to the Service
• Your violation of any term of these Terms
• Your violation of any third-party right, including without limitation any intellectual property, copyright, property, publicity, or privacy right
• Any claim that your content, promotional methods, or advertising caused damage to a third party
• Your promotion of any third-party offer or advertiser campaign
• Any fraudulent, negligent, or wrongful conduct by you
• Your violation of any law, regulation, or rights of another
• Any traffic or conversions generated through your promotional activities
• Any acts or omissions of your Sub-Affiliates or Team Members
• Your violation of any third-party platform Terms of Service, including but not limited to advertising platforms, social media platforms, e-commerce platforms, or payment processors
• Your misuse of any Ad Suite service including proxies, virtual cards, engagement tools, business centers, redirects, email generators, or landing pages
• Platform suspensions, bans, or enforcement actions resulting from your activities
• Claims by third-party platforms, service providers, or advertisers arising from your conduct
• Claims arising from Publisher's failure to comply with Tipalti's Terms of Service, verification requirements, or tax reporting obligations
• Disputes with Tipalti regarding payment processing, tax withholding, or compliance verification

This defense and indemnification obligation will survive the termination of these Terms and your use of the Service. The indemnities set forth herein shall survive termination or expiration of this Agreement. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate in asserting any available defenses.

25. Disclaimer of Warranties

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TAPRAIN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY, RELIABILITY, OR COMPLETENESS OF CONTENT
• UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE SERVICE
• RESULTS OBTAINED FROM USE OF THE SERVICE
• COMPLIANCE WITH THIRD-PARTY PLATFORM TERMS OF SERVICE
• CONTINUED AVAILABILITY OF ANY AD SUITE SERVICE
• APPROPRIATENESS OF ANY SERVICE FOR PUBLISHER'S INTENDED USE
• PLATFORM ACCEPTANCE OR APPROVAL OF ANY ADVERTISING METHODS

TapRain makes no warranty that:

• The Service will meet your requirements or expectations
• Any offers, campaigns, or advertisers will be available, accurate, reliable, or of any particular quality
• Any earnings, payments, or commissions will be guaranteed or consistent
• Any errors in the Service will be corrected
• Advertisers will pay for conversions or honor their obligations
• Any Ad Suite service complies with any specific platform's Terms of Service
• Use of Ad Suite services will not result in platform violations or enforcement actions

No advice or information, whether oral or written, obtained by you from TapRain or through the Service shall create any warranty not expressly stated in these Terms.

26. Independent Contractor Relationship

You acknowledge and agree that your relationship with TapRain is that of an independent contractor. Nothing in these Terms shall be construed to create a partnership, joint venture, employer-employee, principal-agent, or franchisor-franchisee relationship between you and TapRain. Nothing herein shall create any partnership, joint venture, or fiduciary relationship between the parties.

As an independent contractor:

• You are not an employee, agent, or representative of TapRain
• You have no authority to bind TapRain to any obligation
• You are solely responsible for all taxes, withholdings, and other statutory obligations relating to your earnings
• You are not entitled to any employee benefits, including but not limited to health insurance, retirement benefits, workers' compensation, or unemployment insurance
• You are responsible for your own business expenses
• You have the freedom to work with other affiliate networks or advertisers, subject to Section 14 (Non-Solicitation, Non-Circumvention, and Competitive Restrictions)
• TapRain has no control over when, where, or how you perform your promotional activities

You are solely responsible for determining how, when, and where you perform your services under these Terms. You acknowledge that you bear all risks associated with your independent business operations.

Team Member Contractors. Any Team Members created under Publisher's account are independent contractors of Publisher, not of TapRain. Publisher is solely responsible for all aspects of the Publisher-Team Member relationship including compensation, tax reporting, and compliance with employment and tax laws.

27. Force Majeure

TapRain shall not be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or labor disputes, Internet or telecommunications failures, power outages, software or hardware failures, third-party service provider failures, payment processor or banking system failures (including Tipalti), advertiser insolvency or non-payment, distributed denial-of-service attacks, governmental actions, compliance with sanctions or OFAC screening requirements, third-party platform policy changes or enforcement actions, or any other events beyond TapRain's reasonable control. In the event of a force majeure, TapRain's obligations (including payment obligations) shall be suspended for the duration of such event, and TapRain shall not be liable for any damages resulting therefrom.

28. Export Controls & Sanctions

You represent and warrant that:

• You are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions
• You are not a denied or restricted party under applicable U.S. export control or sanctions laws, including the U.S. Treasury Department's Office of Foreign Assets Control (OFAC) lists
• You will not use the Service in violation of any U.S. export control or sanctions laws
• You will not promote offers to end users in sanctioned territories or to prohibited parties

TapRain reserves the right to suspend or terminate accounts, withhold payments, or block access based on geographic location or sanctions compliance requirements.

29. Data Protection and Privacy

TapRain collects, processes, and stores personal data and usage information as described in our Privacy Policy. By using the Service, you consent to such collection and use of your information.

Third-Party Data Sharing. TapRain shares Publisher data with third-party service providers including Tipalti (payment processing), Slash (virtual card services), and other service providers necessary to operate the platform. By using the Service, Publisher consents to such data sharing. Each third-party provider's use of Publisher data is governed by their respective privacy policies.

You agree to comply with all applicable data protection and privacy laws when promoting offers, including but not limited to obtaining necessary consents from end users and providing required privacy notices. You shall not use the Service in any manner that violates the privacy rights of third parties.

30. Termination

We may terminate or suspend your account and bar access to Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of Terms, suspected fraudulent activity, violation of advertiser terms, violation of third-party platform Terms of Service, misuse of Ad Suite services, or any conduct that we determine to be harmful to the Service, other users, or third parties.

Upon termination:

• Your right to use the Service will immediately cease
• Any unpaid commissions that have met the minimum payment threshold and are not subject to fraud investigation will be paid according to our regular payment schedule
• We reserve the right to withhold any payments that are under investigation or subject to chargeback, refund, or reversal
• You must immediately cease using all TapRain promotional materials, tracking links, and brand assets
• You must return or destroy all Confidential Information as provided in Section 20
• The restrictions in Section 14 (Non-Solicitation, Non-Circumvention, and Competitive Restrictions) shall remain in effect for the full twenty-four (24) month period measured from the applicable triggering events
• All Team Member Sub-Accounts will be deactivated immediately
• Access to all Ad Suite services will be immediately revoked
• Unused virtual card balances will be credited according to third-party provider refund policies

If you wish to terminate your account, you may do so by contacting us at [email protected] or by discontinuing use of the Service.

All provisions of these Terms which by their nature should survive termination shall survive termination, including without limitation: ownership provisions, warranty disclaimers, indemnity obligations, limitations of liability, dispute resolution provisions, independent contractor relationship provisions, confidentiality obligations, non-solicitation and non-circumvention obligations, liquidated damages obligations, and any obligations to pay amounts accrued prior to termination.

31. Dispute Resolution & Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

31.1 Notice and Cure Period

Before initiating arbitration or legal proceedings, the complaining party must first provide written notice to the other party describing the nature of the dispute and the relief sought. The parties shall then attempt in good faith to resolve the dispute through informal negotiation for a period of thirty (30) days. This notice and cure period is a mandatory prerequisite to arbitration.

31.2 Binding Arbitration

You and TapRain agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (including but not limited to payment disputes, breach of contract claims, allegations of fraud, or violations of Section 14) that cannot be resolved through the notice and cure process shall be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, as modified by this Section. The Federal Arbitration Act (FAA) governs the interpretation and enforcement of this agreement to arbitrate. The arbitration shall be conducted by a single arbitrator seated in Wyoming, or remotely by video conference at TapRain's discretion.

31.3 Delegation to Arbitrator

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including but not limited to any claim that all or any part of this arbitration agreement is void or voidable. The arbitrator shall have the authority to determine arbitrability.

31.4 Arbitration Costs and Fees

Each party shall bear its own attorney's fees and costs unless the arbitrator determines otherwise based on applicable law. The prevailing party in any arbitration may be awarded its reasonable attorney's fees, arbitration costs, and expenses as determined by the arbitrator. TapRain will pay any required AAA filing fees for claims under $10,000 unless the arbitrator determines the claim was frivolous. For claims over $10,000, filing fees shall be split equally or as determined by the arbitrator.

31.5 Injunctive Relief

Notwithstanding the arbitration agreement, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or enjoin infringement or misappropriation of intellectual property rights, violations of confidentiality obligations under Section 20, or violations of non-solicitation and non-circumvention obligations under Section 14. Such actions for injunctive relief may be pursued without first engaging in the notice and cure process or arbitration.

31.6 Small Claims Court

Either party may bring an individual action in small-claims court in Wyoming for disputes within that court's jurisdiction, as an alternative to arbitration.

31.7 No Class Actions

You and TapRain agree that any arbitration or legal proceeding shall be conducted on an individual basis only, and not as a class action, consolidated action, or representative action. You and TapRain expressly waive any right to pursue claims on a class-wide basis. You may not act as a class representative or participate as a member of a class of claimants with respect to any claim.

31.8 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE. THIS WAIVER APPLIES WHETHER OR NOT THE DISPUTE IS SUBJECT TO ARBITRATION UNDER SECTION 31.

If any provision of this arbitration agreement is found to be unenforceable, the remainder shall continue in full force and effect. This arbitration agreement shall survive the termination of these Terms.

32. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law provisions. These Terms shall apply to all disputes regardless of the Affiliate's country or jurisdiction of residence.

To the extent that any dispute is not subject to arbitration under Section 31, you agree that any legal action or proceeding shall be brought exclusively in the state or federal courts located in Wyoming, and you hereby consent to the personal jurisdiction and venue of such courts. You waive any objection to venue or jurisdiction in Wyoming courts. Publisher agrees that jurisdictional difficulty or international residence does not negate liability or limit TapRain's enforcement rights.

33. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent, or if modification is not possible, such provision shall be severed from these Terms. The validity, legality, and enforceability of the remaining provisions shall not be affected or impaired in any way.

34. Integration and Order of Precedence

These Terms, together with our Privacy Policy, TapRain University License Agreement (if applicable), and any other policies or guidelines referenced herein, constitute the complete and exclusive understanding between you and TapRain regarding your use of the Service.

Order of Precedence. In the event of any conflict between these Terms and any other referenced document, the following order of precedence shall apply:

1. These Terms of Service
2. TapRain University License Agreement (if applicable)
3. Program Terms displayed in the TapRain platform dashboard
4. Privacy Policy
5. Any other policies or guidelines

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.

35. Construction

This Agreement is considered to have been drafted by both parties hereto such that the rule that ambiguities are construed against the drafter shall not be applied against either party.

36. Assignment

You may not assign or transfer these Terms or any of your rights or obligations hereunder without the prior written consent of TapRain. TapRain may assign these Terms or any of its rights or obligations hereunder at any time without notice to you. Any attempted assignment in violation of this section shall be null and void.

37. Changes to Service

We reserve the right to withdraw, modify, or amend our Service, and any service or material we provide via Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of Service, or the entire Service, to users, including registered users. This includes the right to immediately discontinue any Ad Suite service that may violate third-party Terms of Service or create legal or business risk.

38. Amendments to Terms

We may amend these Terms at any time by posting the amended terms on this site. Material changes to payment terms or commission structures may be communicated via email or in-app notification and shall take effect prospectively unless otherwise specified.

Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

39. Notice

Any notice, communication, or statement relating to these Terms shall be in writing and deemed effective:

• Upon delivery when delivered in person
• Upon transmission when delivered by email to the email address associated with your account (for notices to you) or to [email protected] (for notices to TapRain)
• When delivered by registered or certified mail, postage prepaid, return receipt requested, or by nationally-recognized overnight courier service

For notices to TapRain, delivery must be confirmed. You are responsible for maintaining a current email address in your account settings.

40. Collections and Debt Recovery

Any liquidated damages, chargebacks, or other amounts owed by Publisher to TapRain under these Terms constitute a legal debt owed to TapRain. TapRain reserves all rights to pursue collection of such debts through:

• Immediate deduction from any unpaid balance or future earnings in Publisher's account
• Demand letters and direct billing to Publisher
• Third-party collection agencies (generally for amounts of $1,000 or more)
• Small claims court proceedings (for amounts within jurisdictional limits, typically $1,000-$10,000)
• Civil litigation in courts of competent jurisdiction
• Reporting to credit bureaus where permitted by law

For debts under $1,000, TapRain may, in its sole discretion, choose to blacklist Publisher and not actively pursue collection, though such debts remain legally owed and may be pursued at any time within the applicable statute of limitations.

Additional Recovery Rights. TapRain may recover damages, reasonable attorney's fees, legal costs, investigation expenses, forensic analysis costs, arbitration fees, court costs, and collection agency fees in addition to liquidated damages. Publisher agrees to reimburse TapRain for all reasonable costs incurred in enforcing these Terms or collecting amounts owed.

The existence of a debt under these Terms is independent of TapRain's decision to actively pursue collection. Publisher waives any claim that TapRain's failure to immediately pursue collection constitutes waiver of the debt or estoppel from later collection efforts. Publisher agrees that jurisdictional difficulty or international residence does not negate liability or limit TapRain's collection rights.

41. Third-Party Authentication (Google OAuth)

TapRain may offer sign-in via third-party identity providers such as Google ("OAuth Login"). By using OAuth Login, you acknowledge and agree that:

• TapRain receives only the information you authorize the identity provider to share (typically name, email address, and profile picture)
• TapRain has no control over, and assumes no responsibility for, the identity provider's data practices, security, or availability
• If your third-party authentication is compromised, TapRain is not liable for any unauthorized access to your account
• TapRain may revoke OAuth Login access at any time and require alternative authentication methods
• You are responsible for securing your third-party account; a breach of your Google or other OAuth account is treated as a breach of your TapRain account

OAuth Login does not diminish your obligations under these Terms. All Terms apply equally regardless of authentication method used.

42. Two-Factor Authentication & Trusted Devices

TapRain may require or offer two-factor authentication ("2FA") for login, payment verification, and other security-sensitive actions. Publisher acknowledges:

• 2FA codes are time-sensitive and single-use; TapRain is not responsible for delivery delays caused by email providers or network conditions
• Publisher is solely responsible for maintaining access to their registered email and devices used for 2FA
• If Publisher loses access to their 2FA method, account recovery is subject to TapRain's identity verification procedures and is not guaranteed
• TapRain may mark devices as "trusted" based on a cryptographic hash of the device's IP address and user agent; trusted device status expires automatically and may be revoked at any time
• TapRain stores device fingerprint hashes, not raw device identifiers, for the purpose of trusted device recognition
• Failure to enable or maintain 2FA when required may result in restricted account functionality or suspension

No Guarantee of Account Recovery. TapRain makes no guarantee that accounts can be recovered if 2FA access is lost. Publisher is solely responsible for maintaining backup access to their authentication methods.

43. Data Collection, Tracking & Privacy

By using the Service, Publisher consents to TapRain collecting, storing, and processing the following categories of data:

• Identity Data: Name, username, email, password (hashed), tax forms, payment details, company information
• Location Data: IP addresses (including login IP history up to 100 entries), geolocation derived from IP, country codes per conversion
• Device Data: Device type (desktop/mobile/tablet), user agent strings, device fingerprint hashes (SHA-256 of IP + User-Agent) for trusted device recognition
• Behavioral Data: Login timestamps, offer access history, click-through events, conversion records, campaign analytics, API access logs, chat messages
• Financial Data: Balance, earnings (lifetime, monthly, weekly, daily, hourly), payment method and details, VCC spend history, credit account status, debt records
• Relationship Data: Referrer ID, referral statistics, team memberships, team revenue share allocations, virtual assistant relationships

Data Retention. TapRain retains conversion logs, financial records, and account data for the lifetime of the account plus a minimum of seven (7) years after termination for compliance, tax, and legal purposes. IP login history retains the most recent 100 entries. Chat messages are retained indefinitely unless deleted by a moderator. Trusted device records expire automatically after seven (7) days.

Data Sharing. Publisher consents to TapRain sharing Publisher data with: (a) Tipalti for payment processing and tax compliance; (b) Slash for virtual card services; (c) third-party proxy and business center providers as necessary to deliver services; (d) law enforcement when required by law or subpoena; (e) TapRain's legal counsel, auditors, and professional advisors.

Cookies & Tracking. TapRain uses cookies, server-side session identifiers, and tracking parameters (s1/s2 sub IDs) to attribute clicks and conversions. Publisher consents to this tracking and agrees not to interfere with, manipulate, or circumvent TapRain's tracking mechanisms.

44. Credit System & Funding

TapRain may extend credit to Publisher through a Credit Account for use with Ad Suite services (virtual cards, ad account funding, business center purchases). Publisher acknowledges and agrees:

• Credit limits are determined by TapRain in its sole discretion and may be adjusted at any time without notice
• Publisher is personally liable for all debt incurred through their Credit Account, including but not limited to VCC spend exceeding card limits, ad account overspend, and service purchases
• TapRain may freeze or suspend a Credit Account at any time for any reason, including suspected fraud, policy violations, or excessive debt accumulation
• Debt is automatically deducted from Publisher's balance before any payment batch is processed; if balance is insufficient, the remaining debt constitutes a legally enforceable obligation
• TapRain may report delinquent debts to credit bureaus, engage collection agencies, or pursue legal action to recover amounts owed
• Publisher's Credit Account does not accrue interest; however, TapRain reserves the right to introduce reasonable fees or interest on outstanding balances with thirty (30) days' notice
• Credit Account approval, limits, and terms are at TapRain's sole discretion and may be revoked at any time

Virtual Card Lifecycle. Non-primary virtual cards expire automatically. TapRain syncs card spend from the card provider and may close expired cards. Unspent balances on closed cards are refunded to Publisher's account based on the card provider's reported spend at the time of closure. TapRain makes no guarantee regarding spend data accuracy from third-party card providers.

45. Teams & Squad System

TapRain provides a team system ("Squads") allowing Publishers to form groups with shared features. By creating, joining, or participating in a Squad, Publisher agrees:

• Revenue Share. Squad leaders may set a revenue share percentage (up to 20%) deducted from members' conversion earnings. Increases require member consent; decreases take effect immediately. Members acknowledge that Squad revenue share reduces their per-conversion earnings
• Lock Periods. Squad leaders may set lock periods (up to 365 days) during which members cannot leave. Increases require member consent; decreases take effect immediately. Members who join a Squad with a lock period accept that they cannot leave until the lock expires
• Leader Authority. Squad leaders may kick, ban, or adjust individual member revenue share and lock periods. TapRain is not responsible for disputes between Squad leaders and members
• mVas Authorization. Certain Squads may be authorized by TapRain to access restricted offers (mVas). Authorization may be revoked at any time. Squad members do not have an independent right to mVas access outside of their authorized Squad
• Squad Dissolution. TapRain or Squad leaders may dissolve a Squad at any time. Upon dissolution, all lock periods are voided, revenue sharing ceases, and members become independent Publishers
• No Employment. Squad membership does not create an employment, partnership, joint venture, or agency relationship between members, leaders, or TapRain

TapRain is not a party to any Squad arrangement and bears no liability for disputes between Squad members, including but not limited to revenue share disagreements, lock period disputes, or team management decisions.

46. Virtual Assistant Access

Publishers may grant controlled access to their TapRain account to third-party individuals ("Virtual Assistants" or "VAs") through TapRain's multi-seat access feature. Publisher acknowledges and agrees:

• VAs are engaged solely by the Publisher and are NOT employees, contractors, or agents of TapRain in any capacity
• Publisher is fully and solely responsible for all actions taken by their VAs, including but not limited to financial transactions, offer management, Ad Suite usage, and communications
• TapRain provides the multi-seat access feature as a convenience; TapRain has no obligation to supervise, audit, or restrict VA actions beyond the permission system configured by Publisher
• Publisher may restrict VAs from creating independent TapRain accounts; TapRain will enforce such restrictions by blocking sign-up attempts from the VA's registered email and logging/banning associated IP addresses
• VAs must accept TapRain's Virtual Assistant Access Agreement before accessing the platform; failure to accept results in access denial
• TapRain may suspend or terminate VA access at any time if TapRain believes, in its sole discretion, that the VA is misusing the platform or violating these Terms
• Any dispute between Publisher and their VA is exclusively between those parties; TapRain bears no liability

VA Compensation. TapRain provides tools for Publishers to configure VA compensation (profit commission, revenue commission, hourly). These tools are informational and administrative only. TapRain does not process, guarantee, or bear any responsibility for VA compensation. The VA-Publisher relationship is governed solely by their private arrangement.

47. Hosted Landing Pages

TapRain may host Publisher-created landing pages on TapRain-controlled domains. Publisher acknowledges and agrees:

• Publisher is solely responsible for all content on their hosted landing pages, including but not limited to text, images, claims, and offers
• Publisher warrants that their landing page content does not infringe any third-party intellectual property, violate any law, or contain false, misleading, or deceptive claims
• TapRain may remove, modify, or disable any hosted landing page at any time for any reason without notice, including but not limited to DMCA takedown requests, legal complaints, or content policy violations
• TapRain assumes no liability for the content, performance, availability, or legal compliance of hosted landing pages
• Hosted landing pages may be subject to click tracking and URL parameter passthrough; Publisher consents to this tracking

DMCA Policy. TapRain will respond to valid DMCA takedown notices regarding hosted landing pages. To submit a takedown notice, contact [email protected] with the specific URL, description of the copyrighted work, and a statement under penalty of perjury that you are the rights holder or authorized to act on their behalf.

48. Offerwalls & Third-Party Embeds

TapRain provides offerwall tools allowing Publishers to embed offer displays on third-party websites via iframes and JavaScript embeds. Publisher acknowledges:

• Publisher is solely responsible for ensuring that offerwall embeds comply with the hosting website's terms of service, applicable laws, and advertising regulations
• TapRain collects visitor analytics (country, device, offer interactions) through offerwalls for attribution and optimization purposes
• Publisher must not embed offerwalls on websites that contain illegal content, malware, deceptive practices, or content targeting minors
• TapRain may disable or modify offerwall functionality at any time without notice
• Publisher grants TapRain the right to inject custom CSS and JavaScript into offerwall embeds as configured by the Publisher

TapRain is not responsible for how third-party websites use or display offerwall embeds, and Publisher indemnifies TapRain against any claims arising from offerwall placement on third-party sites.

49. Network Insights & Data Sharing

TapRain may grant select Publishers access to aggregated network performance data ("Network Insights"). Publisher acknowledges:

• Network Insights data is provided on an "as-is" basis and may not reflect real-time conditions
• Network Insights does not disclose raw revenue amounts, click counts, or lead counts — only percentage distributions, EPC, and CVR
• Publisher must not redistribute, publish, screenshot, or share Network Insights data with any third party
• TapRain may revoke Network Insights access at any time without notice
• Network Insights data is TapRain's proprietary information subject to the Confidentiality provisions of these Terms

Unauthorized sharing of Network Insights data constitutes a material breach of these Terms and may result in immediate account termination and liquidated damages.

50. mVas (Mobile Value-Added Services)

Certain offers classified as Mobile Value-Added Services ("mVas") are subject to additional restrictions:

• mVas offers are restricted-access and cannot be requested by Publishers through the standard offer request system
• Access to mVas offers is granted solely at TapRain's discretion through direct admin approval or authorized Squad membership
• mVas offers may be subject to separate revenue share rates set by Squad leaders that do not require member consent
• Publisher promoting mVas offers must comply with all applicable telecommunications regulations, carrier billing rules, and consumer protection laws in the target geography
• Publisher is solely responsible for ensuring age verification, consent collection, and regulatory compliance for mVas traffic
• TapRain may immediately revoke mVas access if Publisher violates any mVas-specific compliance requirement or applicable law

mVas offers carry heightened regulatory risk. Publisher assumes ALL RISK associated with promoting mVas offers and indemnifies TapRain against any regulatory action, fine, penalty, or claim arising from Publisher's mVas activities.

51. Boost System & Promotional Features

TapRain may offer promotional features including but not limited to personal boosts, network boosts, and power-ups that temporarily increase conversion payouts. Publisher acknowledges:

• Boost multipliers, durations, eligibility requirements, and activation costs are determined by TapRain in its sole discretion and may change without notice
• Boosts expire automatically and are non-refundable once activated
• TapRain funds the difference between boosted payouts and advertiser payments; this additional cost may be offset through lead validation and optimization systems
• TapRain makes no guarantee that boosted payouts will be honored if the underlying conversion is later invalidated, reversed, or subject to chargeback

Promotional features are discretionary and do not create any ongoing obligation for TapRain to offer them.

52. Lead Validation & Quality Controls

TapRain employs automated quality controls to filter fraudulent, duplicate, or incentivized traffic. These systems protect both Publishers and Advertisers by ensuring only legitimate conversions are processed.

• Legitimate conversions that meet advertiser requirements will always be compensated. Quality filtering is used exclusively for fraud prevention, duplicate detection, and traffic quality enforcement — not to selectively withhold valid earnings
• Quality filtering parameters are applied uniformly across all Publishers
• Conversions identified as fraudulent, duplicate, or in violation of advertiser requirements may be reversed or rejected
• Publisher may contact support for inquiries about conversion rejections or quality patterns affecting their account
• The payout shown on the offers page represents the expected payout for valid conversions. Actual earnings reflect only conversions that pass quality validation

TapRain does not profit from rejected conversions. Rejected leads are not billed to advertisers and generate no revenue for TapRain. The quality system exists solely to maintain network integrity and advertiser trust.

53. Chat, Messaging & Communications

TapRain provides communication features including global chat, team chat, and private messaging. Publisher agrees:

• All messages sent through TapRain's communication features are subject to monitoring, moderation, and retention by TapRain
• Publisher must not use chat or messaging to harass, threaten, spam, share illegal content, solicit personal information, or promote competing services
• TapRain may mute, ban, or restrict Publisher's chat access at any time for any reason, including but not limited to minimum rank requirements, policy violations, or administrator discretion
• Chat messages are stored indefinitely unless deleted by a moderator; Publisher has no right to demand deletion of messages
• TapRain may use chat content as evidence in disputes, investigations, or legal proceedings
• Private messages are visible to TapRain administrators for moderation and compliance purposes

Publisher has no expectation of privacy in any communication made through TapRain's platform.

54. Merchandise Rewards Program

TapRain may offer physical merchandise rewards to qualifying Publishers. Publisher acknowledges:

• Merchandise rewards are discretionary and may be modified, suspended, or terminated at any time
• Publisher must provide a valid shipping address; TapRain retains shipping addresses for fulfillment purposes and may delete them after successful delivery
• TapRain is not responsible for customs duties, import taxes, or other charges incurred during international shipping
• Merchandise is provided "as-is" with no warranty; no returns, exchanges, or refunds are offered
• Reward eligibility is determined by TapRain in its sole discretion based on lifetime earnings and account standing
• Reward value may be considered taxable income in Publisher's jurisdiction; Publisher is solely responsible for tax reporting

TapRain reserves the right to disqualify any Publisher from the rewards program for account policy violations or suspected fraud.

55. Residential Proxy Services

TapRain may provide residential proxy services through third-party providers. Publisher acknowledges and agrees:

• Residential proxies are provided for legitimate geographic testing, ad verification, and market research purposes only
• Publisher must not use residential proxies for any illegal purpose, including but not limited to circumventing geographic restrictions in violation of applicable law, unauthorized access to computer systems, scraping in violation of terms of service, or any activity that violates the Computer Fraud and Abuse Act (CFAA) or equivalent laws
• TapRain provides proxy services through third-party infrastructure; TapRain makes no guarantee regarding proxy uptime, speed, IP quality, or geographic accuracy
• Bandwidth allocation and usage tracking may be approximate; TapRain's bandwidth reporting is authoritative for billing purposes
• TapRain may immediately suspend proxy access if TapRain suspects misuse

Publisher assumes ALL RISK for how proxy services are used and indemnifies TapRain against any claim, fine, or penalty arising from Publisher's proxy usage, including claims from third-party platforms or service providers.

56. API Access & Integrations

TapRain provides an API for programmatic access to certain platform data. Publisher agrees:

• API keys are confidential credentials; Publisher is responsible for securing their API key and is liable for all activity conducted using it
• API access is rate-limited; exceeding rate limits may result in temporary or permanent API access suspension
• TapRain provides no SLA, uptime guarantee, or availability guarantee for API access
• TapRain may modify, deprecate, or remove API endpoints at any time without notice
• Publisher must not use the API to scrape, harvest, or bulk-extract data for competitive intelligence or redistribution purposes
• API data is subject to all Confidentiality provisions of these Terms

TapRain reserves the right to revoke API access for any reason. Publisher may regenerate their API key at any time; doing so immediately invalidates the previous key.

57. Instant Payments

TapRain may offer instant payment processing for Publishers who meet eligibility requirements. Publisher acknowledges:

• Instant payments are subject to daily limits, processing fees (currently 3%), and fraud review
• TapRain may deny, delay, or reverse any instant payment request at its sole discretion
• Instant payment requests are non-reversible once processed by the receiving payment provider
• Publisher is responsible for providing a valid payment link from a supported provider; TapRain is not liable for payments sent to incorrect links
• TapRain reserves the right to modify instant payment limits, fees, or availability at any time

Instant payments are a convenience feature, not an entitlement. Eligibility may be revoked at any time.

58. Minimum Payout Threshold

Publisher may set a custom minimum payout threshold (minimum $100). Publisher acknowledges that:

• Payment batches will not include Publisher's earnings if their balance (after debt deduction) is below their configured threshold
• Unpaid balances below the threshold roll over indefinitely; TapRain is under no obligation to pay out balances below the threshold
• TapRain may adjust the minimum threshold floor at any time

This threshold does not affect TapRain's right to deduct debts, chargebacks, or other amounts owed from Publisher's balance.

59. Webhooks & Postback Data

TapRain may send conversion and event data to Publisher-configured webhook/postback URLs. Publisher acknowledges:

• Postback data is provided "as-is" with no guarantee of delivery, timeliness, or accuracy
• Publisher is responsible for securing their postback endpoints; TapRain sends data to the URL Publisher configures without verifying endpoint security
• TapRain may retry failed postback deliveries but makes no guarantee of retry attempts or intervals
• Postback data may contain personally identifiable information (IP addresses, user IDs); Publisher must handle such data in compliance with applicable privacy laws

TapRain is not liable for any loss, damage, or breach arising from postback data handling by Publisher or Publisher's systems.

60. Traffic Insurance

TapRain offers a "Traffic Insurance" feature exclusively to Publishers who have achieved Grandmaster rank or higher ($50,000+ lifetime earnings). This feature allows eligible Publishers to file reports when they experience significant traffic loss — defined as sending 100 or more valid clicks to a single offer and country combination within a 24-hour period with zero resulting conversions, after a mandatory 2-hour waiting period.

Publisher acknowledges and agrees:

• Filing a Traffic Insurance report does not entitle Publisher to any compensation. All compensation decisions are made entirely at TapRain's sole discretion.
• TapRain determines fault, eligibility, and compensation amounts. There is no guaranteed payout formula, minimum, or maximum.
• Compensation, when granted, is a goodwill gesture and not an admission of fault by TapRain, its advertisers, or any third party.
• Publisher may have only one active (pending) report at a time.
• Reports must include a truthful, detailed description of the traffic setup and circumstances. Submitting false, misleading, or exaggerated information constitutes fraud and may result in immediate account termination and forfeiture of all balances.
• TapRain may request additional evidence (screenshots, ad platform data, traffic source receipts) before making a determination.
• TapRain is not obligated to provide reasons for denying a report, though it may choose to do so.
• Traffic Insurance does not cover: offers from external/CloudFront networks, traffic generated by bots or automated tools, traffic from prohibited sources, or situations where Publisher violated any other provision of these Terms.
• TapRain reserves the right to modify, suspend, or discontinue the Traffic Insurance feature at any time without notice.

The availability of Traffic Insurance as a rank perk does not create a contractual obligation for TapRain to compensate any traffic loss. Publisher accepts all inherent risks of affiliate marketing, including but not limited to offer downtime, tracking discrepancies, advertiser rejections, and conversion delays.

61. Cryptocurrency Payments

TapRain may offer cryptocurrency as an optional payment method for Publisher payouts, subject to the following terms:

• Eligibility. Cryptocurrency payouts are available only to Publishers who have completed Tipalti identity verification (KYC). Opting into crypto payments does not bypass or replace any verification, tax reporting, or compliance requirements.
• Wallet Address Accuracy. Publisher is solely responsible for providing a correct wallet address and selecting the correct blockchain network. TapRain is not liable for any loss of funds resulting from an incorrect, incomplete, or incompatible wallet address or chain selection. Cryptocurrency transactions are irreversible — once sent, funds cannot be recovered, recalled, or refunded.
• Payment Amount. Crypto payouts are denominated in USD stablecoins (USDT or USDC) at a 1:1 ratio to the invoice amount. TapRain is not responsible for any deviation from the $1.00 peg, depegging events, or fluctuations in stablecoin value after the payment is sent.
• Network Fees. Blockchain network fees (gas fees) associated with the transfer are the responsibility of the Publisher. TapRain may deduct estimated network fees from the payout amount prior to sending, or Publisher may receive a net amount after fees are applied by the blockchain network. Publisher acknowledges that network fees vary by chain and are outside TapRain's control.
• Tax Reporting. Cryptocurrency payouts are reported to the IRS and/or relevant tax authorities at their USD value at the time of payment, consistent with all other payout methods. Publisher is responsible for their own tax obligations related to receiving cryptocurrency.
• No Guarantee of Availability. TapRain may modify, suspend, or discontinue cryptocurrency payments at any time without notice. Availability may vary by jurisdiction.
• Supported Assets and Chains. TapRain determines which stablecoins and blockchain networks are supported. Publisher may select from available options but cannot request unsupported chains or tokens.

By enabling cryptocurrency payments, Publisher acknowledges the inherent risks of blockchain transactions including but not limited to transaction delays, network congestion, smart contract vulnerabilities, and regulatory changes, and agrees to hold TapRain harmless from any losses arising from these risks.

62. Survival

The following provisions shall survive termination or expiration of these Terms: Sections 2 (Entire Agreement & No External Reliance), 6 (Sub-Affiliates), 7 (Payments - with respect to amounts accrued), 8 (Advertiser Payment Contingency), 9 (Tracking and Data Discrepancies), 11 (Fraudulent Marketing), 14 (Non-Solicitation, Non-Circumvention, and Competitive Restrictions), 16 (Team Member Sub-Accounts - with respect to liabilities), 19 (Intellectual Property), 20 (Confidentiality), 21 (Third-Party Platform Violations), 23 (Limitation of Liability), 24 (Indemnification), 25 (Disclaimer of Warranties), 26 (Independent Contractor Relationship), 28 (Export Controls & Sanctions), 31 (Dispute Resolution and Arbitration), 32 (Governing Law and Jurisdiction), 40 (Collections and Debt Recovery), 43 (Data Collection, Tracking & Privacy), 44 (Credit System & Funding), 49 (Network Insights), 50 (mVas), 52 (Lead Validation), 53 (Chat & Messaging), and any other provision which by its nature should survive termination.

63. Mobile Application

TapRain may offer a mobile application ("App") for Android and other platforms. By downloading and using the App, you agree to the following:

• License. TapRain grants you a limited, non-exclusive, non-transferable, revocable license to install and use the App on devices you own or control, solely for accessing TapRain services under these Terms. The App is licensed, not sold.
• App Store Terms. Your use of the App is also governed by the terms of the applicable app store (e.g., Google Play). In the event of a conflict, these Terms control with respect to TapRain's services.
• Updates. TapRain may require you to update the App to the latest version to continue accessing the service. Failure to update may result in reduced functionality or inability to connect.
• On-Device Storage. The App stores authentication tokens securely on your device using platform-provided encrypted storage (Android Keystore). No passwords are stored in plaintext.
• Permissions. The App requires internet access to communicate with TapRain's servers. Additional permissions (such as push notifications) are optional and will be requested before activation.
• Revocation. TapRain may revoke your license to use the App at any time for violations of these Terms, including but not limited to account suspension or termination.

All other provisions of these Terms apply equally to use of the App and the web platform.

64. Contact Us

If you have any questions about these Terms, please contact us:

By email: [email protected]

Via our Discord community

TAPRAIN LLC

Registered in Wyoming, United States