Advertiser Agreement
Advertising Services Agreement
This Advertising Services Agreement (the “Agreement”) is between TAP - Travel Ads Pro (“TAP”, “we”, “us”) and the business that signs or accepts it (the “Advertiser”, “you”). It applies to every advertising order you place with TAP, whether you sign online in the TAP advertiser portal or on a written order form (each an “Order”). If an Order and this Agreement conflict, the Order controls for the numbers it states (price, term, vehicles, scans, fees); this Agreement controls everything else.
1. What TAP provides
TAP operates tablets mounted in rideshare and other passenger vehicles driven by independent drivers (“Vehicles”). During the term we will display your approved advertisement(s) (“Ads”) on tablets in the number of Vehicles stated in your Order, in rotation with other advertisers’ content, and give you a business page in the TAP online directory. Each Ad carries a QR code that riders can scan to reach your business page or another destination you choose. Your Order describes the package, including included Vehicles, included scans and rotation weighting.
We choose the specific Vehicles, drivers, routes, times and markets in which Ads appear, aiming to place your Ads in the market named on your account. Vehicles go on and off the road as drivers work; a Vehicle counts toward your Order while it is assigned your campaign, even when it is not being driven. We may substitute Vehicles at any time and will use reasonable efforts to keep the number of Vehicles in your Order assigned to your campaign.
2. Term and automatic renewal
The initial term starts on the date your Order is activated (normally the day your first payment is received) and lasts for the number of months stated in the Order. At the end of each term, the Order renews automatically for another term of the same length (the “renewal term”), at the then-current monthly package fee for your Order (including any renewal price adjustment stated in the Order), unless either party gives notice of non-renewal as described in Section 3.
3. Cancelling (notice of non-renewal)
To stop your Order from renewing, you must give us written notice at least 30 days before the last day of the current term. Using the “Give notice / cancel” option in the TAP advertiser portal counts as written notice and is effective the day you submit it; you may also email support@traveladspro.com. The portal shows you the exact date your Order will end before you confirm.
- If we receive your notice on or before the notice deadline, your Order ends on the last day of the current term.
- If we receive your notice after the notice deadline, the Order renews once more for one renewal term and then ends on the last day of that renewal term. You will be billed for that renewal term.
- Your Ads keep running, and you keep being billed, until the end date.
- You may withdraw a notice of non-renewal at any time before the end date, and the Order will continue to renew as normal.
TAP may decide not to renew an Order by giving you at least 30 days’ written notice before the end of the current term.
4. Fees, billing and payment
- Monthly fees are billed in advance. The monthly package fee and any additional-Vehicle fees are charged at the start of each monthly billing period, beginning on the activation date, to the payment method on file (card or bank account) through our payment processor, Stripe.
- Usage is billed in arrears. Each billing month includes the number of verified scans stated in your Order. Verified scans above that amount (“overage”) are charged at the per-scan rate in your Order and added to your next invoice. Unused scans do not roll over and are not refunded.
- Additional Vehicles may be added to an Order at the per-Vehicle monthly price stated in the Order and are billed with the monthly fees for the rest of the term.
- Fees are in U.S. dollars and exclude any applicable sales or similar taxes, which you will pay where required. Except as stated in this Agreement, fees are non-refundable and are not prorated for partial months or for periods in which an Ad was not approved or not displayed because of something within your control.
- You authorize TAP and Stripe to charge your payment method for all amounts due under each Order, including renewal terms, until the Order ends. You agree to keep a valid payment method on file.
5. Late payment and suspension
If a payment fails or an invoice is not paid when due, we will notify you and retry the payment. Your Ads keep running during a grace period of 7 days. If the balance is still unpaid after the grace period, we may suspend your Ads (and your directory listing) until it is paid in full. Suspension does not pause or extend the term and does not reduce the fees owed for it. If an amount remains unpaid for 30 days after it was due, we may terminate the Order for cause under Section 10, and you remain responsible for the unpaid amount and reasonable costs of collection.
6. Early termination
Your Order commits you for the full current term. If you ask to end an Order before the end of the current term and we agree, or if we terminate the Order because of your breach (including non-payment), you will pay the early termination fee stated in your Order together with any fees and overage already incurred. Where the early termination fee is $0, ending early only requires payment of amounts already billed or incurred.
7. Your Ads and content standards
You are responsible for the content of your Ads, your business page and any website or offer your QR code leads to (“Your Content”), whether you build an Ad with our templates or upload your own artwork. You confirm that Your Content:
- is truthful and not misleading, and any offer, price or claim in it is accurate and honored by your business;
- complies with all applicable laws and regulations, including advertising, consumer protection and licensing rules for your industry;
- does not infringe anyone’s copyright, trademark, privacy, publicity or other rights, and you have the rights to everything you upload;
- is suitable for display to a general audience of passengers, including minors, and does not contain sexually explicit, violent, hateful, discriminatory, or harassing material;
- does not promote illegal products or services, tobacco or vaping, cannabis, firearms, gambling, adult services, or political or issue-based campaigns, unless TAP has agreed in writing;
- does not contain links or QR destinations that lead to malware, phishing, or content that breaks these standards.
You grant TAP a non-exclusive, royalty-free license during the term to use, reproduce, format and display Your Content to provide the services, including on tablets, in your directory listing and in reports. You can ask us to stop showing a specific Ad at any time.
8. Review, rejection and removal of Ads
Every Ad is reviewed by TAP before it is shown, and again whenever it is changed. We may reject any Ad, ask for changes, or remove a live Ad at any time if we believe in good faith that it breaks these standards, the law, or the policies of the vehicle platforms our drivers work with, or that it may harm TAP, our drivers or riders. We will tell you why and give you a chance to submit a revised Ad. Time spent waiting for you to submit an approvable Ad does not pause the term or reduce fees.
9. Results, scans and reporting
No guarantee of results. TAP does not guarantee any particular number of riders, impressions, screen time, scans, visits, leads, sales or other results. Driving patterns, rider volume, weather and other factors outside our control affect how often Ads are seen.
Scan verification. To protect you from paying for fake activity, every QR scan passes through TAP’s fraud filtering. Only verified scans count toward your included scans, overage charges and reports of verified scans. Scans we identify as automated traffic (bots), repeated scans by the same visitor within a short window, unusual bursts of scans, or scans our team removes after review are not counted. TAP’s records of scans, plays and screen time are the basis for billing. If you believe a charge is wrong, tell us within 60 days of the invoice and we will review it in good faith.
10. Termination for cause
Either party may terminate an Order by written notice if the other party materially breaches this Agreement and does not cure the breach within 15 days after receiving notice of it (or within the grace period in Section 5 for non-payment). TAP may also suspend or terminate immediately if Your Content or your business creates a legal or safety risk. When an Order ends for any reason, we stop showing your Ads and may remove your directory listing; sections that by their nature should survive (including payment obligations, Sections 7, 9, 11, 12 and 13) survive.
11. Warranties and disclaimers
Each party confirms it has the authority to enter into this Agreement. The person accepting it on your behalf confirms they are authorized to bind the Advertiser. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND TAP DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TAP does not promise uninterrupted display; tablets may be offline from time to time for maintenance, connectivity, vehicle availability or other reasons.
12. Limitation of liability and indemnity
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY. TAP’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ALL ORDERS WILL NOT EXCEED THE FEES YOU PAID TO TAP IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. These limits do not apply to your payment obligations or to your indemnity below.
You will defend and indemnify TAP, its drivers and its personnel against third-party claims, losses and reasonable legal fees arising from Your Content, your offers, your products or services, or your breach of this Agreement.
13. General
- Governing law. This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws rules. The state and federal courts located in New York have exclusive jurisdiction, and each party consents to them.
- Electronic signature. Accepting this Agreement online by typing your name and checking the acceptance box is a valid electronic signature with the same effect as a handwritten one. We record the name, title, date, time, IP address and the Agreement version you accepted.
- Notices. We may send notices to the email address on your account or show them in the advertiser portal. You may send notices through the portal or to support@traveladspro.com.
- Changes. We may update this Agreement for future Orders and renewals by giving you at least 30 days’ notice before the next renewal. If you do not agree to the change, you may give notice of non-renewal; the version you signed continues to apply until the end of your current term.
- Other terms. Neither party may assign this Agreement without the other’s consent, except to a successor in a merger or sale of its business. Neither party is liable for delays caused by events beyond its reasonable control. If any part of this Agreement is found unenforceable, the rest remains in effect. This Agreement and your Orders are the entire agreement between us about the services and replace any earlier discussions. TAP’s drivers are independent contractors and not parties to this Agreement.