HEROLENS – PROGRAMMATIC CREATIVE
Welcome to the Herolens ‘Programmatic Creative Collect Platform’ (the “Platform”), owned and operated by Herolens and/or its affiliates (“Herolens” or “We“). The Platform is a web service, which allows Advertisers (“Clients”) to easily and automatically generate and optimize dynamic video or image content and HTML5 rich media ads destined for Herolens Client´s customers (“Users”). These ads run across different screens and contain products, content and services offered in Herolens Client´s (“Advertisers”) websites. The ads created through the Platform are dynamic and allow Users interaction in forms of buying, sharing, bidding and other actions in relation to the products or services offered in the ads, and/or being redirected to related products on Advertisers websites and/or affiliated online marketplaces (the “Service”).
Terms of Service
These Terms and Conditions constitute an agreement (“Agreement”) between Advertisers and Herolens Group LLC (“Herolens”), (each, a “Party,” and collectively, the “Parties”), a United States company, governing the access to the Service and the www.Herolens.com site (the “Site”), software, data feeds, information, tools, features, and functionality available on the Site.
In addition, when using the Service the Advertiser shall be subject to any posted guidelines or rules within that Service, in addition to those in this Terms and Conditions.
Herolens reserves the right, at our discretion, to change this Terms and Conditions from time to time to reflect changes on our business, the Sites or Services, or applicable laws. For that purpose, we will provide Advertisers with thrity (30) days prior notice by notice the change on the “Terms and Conditions Update” page of our website. Herolens also may notify Advertisers of the change using a contact information, email or other means. Herolens is not responsible if Advertisers choose not to deliver this information to the Users. The revised Terms and Conditions will be effective as of the published effective date. In case Advertiser continues to use the Service and/or Site after any changes, Advertiser agrees to be bound by such modifications or revisions. Nothing in these Terms and Conditions shall be deemed to confer any third-party rights or benefits. Advertisers agree that Herolens shall not be liable to them or to any third-party for any modification, suspension, or discontinuance of its Platform and/or the Service.
Use of the Service
Herolens is a Programatic Creative Platform that automatically generates dynamic HTML5, video or image content ads on the fly given any kind of data accross all screens. By request of Advertisers, Herolens’ technology enhances Users, online shopping experience while improving communication between a brand and its audience through innovative, engaging, professionally designed ads.
These ads result in higher engagement, efficiency and ROI to Herolens Advertisers. Herolens’ objective is to provide, best optimize and generate dynamic rich media ads to Users across the web. Herolens firmly believes in creative dynamization as a mean of generating more engaging experiences for Users and augmenting the creative output of Advertisers.
The Platform shall function as a “Programatic Creative Ads Generator” which displays Advertiser´s products and/or services and their related information. Once a User clicks on a certain action button or any link provided in the ad, it is being directed outside of the ad, into either the Advertiser´s Online Marketplace or website. The Advertiser is required to ensure that the content of their advertisements complies with all legislation currently in force affecting such matters.
To become a Herolens Advertiser, the intended Advertiser shall complete an Insertion Order (“IO”) or sign a valid Contract between the Parties (“Contract”), with its information, which may include personal data (“Personal Data”) such as, name of the company, contact information, email address, telephone number, billing address, federal tax id, agency and service level. This Personal Data shall be stored in a Herolens database, full responsibility of Herolens. These Terms and Conditions and each IO and/or Contract, shall be considered as a valid agreement between the Parties.
In case the Advertiser decides to sign the IO, Advertiser must send a signed copy of this IO by email to the main contact's attention. In case the intended Advertiser, fail to do so this may result in termination of the IO. Once completed the IO, no changes can be made unless approved in writing by the Parties. The IO will commence and end per the flight dates as agreed to by Advertiser and Herolens in the IO.
Once the Advertiser sends the IO and/or sign the Contract, Herolens will create a new Account with Advertiser´s Personal Data (“Account”) to allow Advertiser to access statistics on a daily basis and control. Advertiser is responsible for the use and storage of its personal and confidential password and ID and shall immediately notify Herolens in writing of any loss, security breach or involuntary disclosure thereof. In case Advertiser cease use of the Site for one (1) month, Advertiser understands Herolens will block Advertiser´s access to its Account and use of the Service, provided that Advertiser will not claim any damage or loss. If Advertiser is interested in reestablishing the Account and using the Service, Advertiser may contact Herolens’s support at email@example.com for assistance.
It is hereby acknowledged and agreed that Herolens has the right by its sole discretion to refuse to provide Services, temporarily or permanently, via the Platform and/or any other Service, to any Advertiser at any time, including if it has suspected, at its sole discretion that a certain Advertiser breaches these Terms.
As part of the Service, Herolens may provide the Advertiser, under a certain defined payment, dynamic interactive ads, videos, which may include, among others, the following content and features: (i) Textual content such as: titles, sub-titles, descriptions, features, reviews; (ii) Visual content such as: imagery, sketches, blueprints, floor plans, videos, animation; (iii) Interactive options: Call-to-action buttons, based on the links and actions provided in Advertiser´s web page, such as: buy, save, share, add to list, bid, and more. As well as related products and suggested links to redirect Users to other products or platforms such as: website, social platforms, applicable Online Marketplace.
As part of the Service, Herolens may provide Advertiser a certain Analytics tool for measuring Users’ activity in Advertiser´s website, which may provide, among others, the following metrics, unidentifiable information about Users who have seen and click Advertisers ads created by Herolens via Advertisers website and/or across the internet: (i) amount of usages of the ad views; geographical location of Users; forms of interaction; (ii) the Products clicks to be redirected to Advertiser´s website, Online Marketplace (product name, price); the date/time (timestamp) of the click; and the type of ad that generated the click. All such information is statistic, unidentifiable information and shall not include any User’s identifiable information. Herolens is not obliged to provide Advertiser with such information and does not undertake that such information shall be accurate, up-to-date, complete and/or relevant.
Herolens grants Advertiser access to an online interface to access statistics on a daily basis and control its Account. Statistics are updated with a maximum delay of 48 hours. Any modifications made and approved (either by Advertiser or upon Advertiser’s instruction) including but not limited to, budget adjustments or pausing a campaign, are solely Advertiser’s responsibility and Advertiser shall be liable for any costs incurred as a result of modifications. Advertiser gives permission for Herolens to make modifications on its behalf in accordance with any specific instructions communicated in writing or orally.
Setting up the Service
Advertiser will comply with the technical requirements and specifications of the Service together with any other requirements and specifications Herolens may specify in writing from time to time, for example in respect of providing and improving other Herolens services which the Advertiser may be interested in receiving. These technical specifications may include the following operations: (i) including software code, tags and cookies supplied by Herolens on Advertiser’s websites (ii) supplying Herolens with catalogue files of the Advertiser’s products and/or services to be included in Banners; and (iii) supplying Herolens with the Advertiser’s logos and other Advertiser Content to be displayed in ads, banners or similar.
Advertiser acknowledges and accepts it will be its sole responsibility to implement the scripts and codes in publisher sites, DSP, ad networks and/or ad exchanges in order to display the ads generated by Herolens. Advertiser acknowledges that ads may be displayed next to ads of its direct or indirect competitors. Herolens does not control in which publisher sites, DSP, ad networks and/or ad exchanges the ads are displayed. Herolens reserves the right to make changes to the Herolens Technology and/or to cease or not commence display of ads without notice or compensation to Advertiser. Herolens does not encourage to display ads on websites or other media that are of pornographic, defamatory, obscene or illegal nature. In the event the Advertiser and/or third parties notifies Herolens in writing that ads are being displayed on such media, Herolens will promptly remove the ads. However, Advertiser recognizes Herolens will not be responsible for any pornographic, defamatory, obscene or illegal nature display.
Accounts and Security
Advertiser is solely and fully responsible for all activities that occur under it´s business. Advertiser may not assign or transfer any of Advertiser´s rights or delegate any of the Advertiser´s duties under Advertiser´s use of the Service, without the express prior written consent of Herolens. Advertiser must notify Herolens immediately of any unauthorized use of its website and/or any of the services or any other breach of security. Herolens cannot be and will not be liable for any loss or damage arising from (i) Advertiser´s failure to comply with this Terms and Conditions; (ii) any unauthorized use of Advertiser´s website or any other breach of security; (iii) any activity under Advertiser´s website conducted by others on Advertiser´s behalf and/or under Advertiser´s supervision, whether or not Herolens was notified of the possibility and/or existence of such a loss or damage.
Advertiser hereby acknowledges, understands and agrees that Herolens has no responsibility to confirm each Advertiser and/or User purported identity.
If Advertiser is no longer interested in using the Service, Advertiser may contact Herolens’s support at firstname.lastname@example.org for assistance in removing and /or canceling the the Service. In case the Service is cancelled, Advertiser understands Herolens will take technical and legal steps to deny Advertiser´s access to its Account and use of the Service, provided that Advertiser will not claim any damage or loss.
Advertiser may not:
(i) copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Platform and/or the Service in any way;
(ii) interfere with or disrupt the operation of the Platform and/or the Service, or the servers or networks that host the Platform and/or the Service or make the Platform and/or the Service available, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers and/or networks;
(iii) interfere with or violate any other Advertisers and/or Users’ right to privacy or other rights, or harvest or collect data and information about other Advertiser and/or User without their express consent, whether manually or with the use of any robot, spider, crawler, site search or retrieval application, or other manual or automatic device or process to retrieve, index and/or data-mine information;
(iv) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others, including Advertisers and/or Users, or include such unlawful, hateful, obscene, indecent, or otherwise illegal content in the ads, banners and/or content posted, transferred or uploaded by Advertiser and/or User on or through the Platform and/or the Service;
(v) impersonate any person or entity, including, but not limited to, any Herolens agent or representative, falsely state or otherwise misrepresent Advertiser´s affiliation with any person or entity, or express or imply that Herolens endorses the Advertiser, the Advertiser´s Application, Advertiser´s business or any statement Advertiser make, or present false information about Herolens, the Platform and/or the Service or any other services or products User´s linked via Advertiser´s website and/or other websites;
(vi) create, transfer or send unwanted or unsolicited commercial E-mail (spam) to other Advertisers, and/or Users or any third party using the Service;
(vii) transmit, distribute, display or otherwise make available through or in connection with the use of the Service and/or Platform any virus, worm, Trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
(viii) create a database by systematically downloading and storing all or any of Herolens’s Intellectual Property, or any other generated content from the Platform and/or the Service;
(ix) provide false, inaccurate or misleading information in any of the content provided, posted, transferred or uploaded by the User, or any User Generated Content and/or Third parties, on or through Advertiser´s website or other websites;
(x) post, transfer or upload on or through the ads and/or banners any content which infringes any third-party Intellectual Property rights, including trademarks, copyright and patent rights, or other propriety rights, or contain any unlawful material;
(xi) violate any law, statute, ordinance or regulation, including, but not limited to, those governing import / export control, consumer protection, unfair competition, anti-discrimination or false advertising; or
(xii) use the Service and/or Platform for any illegal, unlawful or unauthorized purpose. Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
(xiii) Use the Service to harm minors in any way;
(xiv) Violate, attempt to violate, or avoid any applicable ICANN regulation or policy;
Advertiser´s failure to comply with the provisions set forth herein may result in the removal as a Client or denial of access and/or use the Service as a Client, and may expose the Advertiser to civil and/or criminal liability.
Without limiting any other remedies available to it, Herolens may, without prior notice, limit, suspend, or terminate its Service, and take technical and legal steps to deny Advertiser´s access to its Account, use the Service, under its sole discretion.
Limitation of Liability
The use of the Service, is solely at Advertiser´s own risk. In no event shall Herolens be liable for any damages, including but not limited to, indirect, special, incidental or consequential damages of any kind, whether in action of the present Agreement, negligence or other tortious actions resulting from the use of the Service or inability to use the Service, regardless of whether Herolens or an authorized representative of Herolens has been advised of the possibility of such damages..
Advertisers hereby release and will not hold Herolens responsible for the actions or inactions of others, including any third-party and/or Users. Advertiser acknowledges that the use of the Service, is used merely as a tool to allow Advertisers offer a Product(s) and content, at anytime, from anywhere. Advertiser acknowledges the content used through or in the Service will be managed and/or modified by the Advertiser itself. In any case, Herolens manages and/or modifies any content or ad used in the Service, it will be by exclusive request of the Advertiser and at Advertiser ´s own responsibility. Herolens is not party, in any way, to any transaction or transfer of any right to, or legal ownership of Product(s) and/or content from Advertiser. Herolens has no liability for, or control over and does not guarantee the quality, authenticity, safety or legality of the Product(s) and/or content listed and advertised on Advertiser´s website or other websites, or the truth or accuracy of the listings, and cannot ensure that a User will actually complete a transaction. Consequently, Herolens does not assume the responsibility of ensuring provisions of services and/or products from Advertisers to a User. Accordingly, to the extent legally permitted, Herolens excludes all implied warranties, terms and conditions. Herolens is not liable for any loss of money, goodwill, or reputation, or any special, indirect or consequential damages arising out of Advertiser´s use of the Service.
Advertiser acknowledges and accepts the risk that third parties may generate impressions, clicks or other actions affecting the charges for fraudulent or improper purposes. Herolens shall have no responsibility or liability to Advertiser´s connection with any third party click fraud or other improper actions that may occur.
Advertiser hereby acknowledges and agrees that Herolens, the Platform, and the Service offered by Herolens act merely as a Service and Herolens is NOT, in any case, directly or indirectly involved in any potential transaction between Advertiser and User. Herolens does not impose any rule or restriction in connection with any transaction, and does not act as a consultant or legal advisor regarding any transaction to either Advertiser or User. Herolens shall not have any liability with regards to the terms set forth in any of the transactions between Advertiser and User.
An individual or a business entity operating as an Advertiser and the User who may be an individual or business entities to whom the Service is destined shall be exclusively responsible for setting all the commercial and legal terms and conditions which governs the relation between them, and Herolens shall have no liability of any kind for such relationship.
It is hereby acknowledged and agreed that Herolens shall not be liable and shall not bear any additional responsibility or expense due as a result of (i) any Advertiser´s breach of this Terms and Conditions; (ii) any written agreement Advertiser and User had reached, including commercial and legal standards set by Advertiser governing and including without limitation any related services including but not limited, shipping, applicable law, custom clearance; or (iii) any loss or damage caused to any third-party, as a result of Advertiser´s acts or omissions; (iv) Any inaccuracies, false and/or authenticity issues of the content and information provided and/or displayed in the Service based on Advertiser´s content provided on its websites or other websites.
For the avoidance of doubt, nothing in this Agreement excludes or limits either Parties liability for fraud, gross negligence, death or personal injury or any other matter to the extent such exclusion or limitation would be unlawful.
Intellectual Property Rights
All Intellectual Property Rights from, in and to the Platform and/or the Service and the content on the Platform, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, copyrightable materials, graphics, text, designs, specifications, methods, procedures, algorithms, data, technical data, interactive features, system scripts, graphics, photos, sounds, music, videos, (source and object code), files, interface and trade secrets and the like, whether or not registered and the Company Trademarks, service marks and logos contained therein (collectively “Intellectual Property“), are solely owned by or licensed to Herolens, and subject to copyright and other Intellectual Property rights under Argentina, foreign laws and international conventions. Except as provided herein, Advertiser is not granted, either expressly or by implication any license or right to use any of the Intellectual Property without the prior express written permission of Herolens.
Cookies Policy and Tracking Technologies
Do Not Track (DNT) is an optional browser setting that allows the User´s to express their preferences regarding tracking by Herolens and other third-parties.
When notices are legally required they should indicate prominently to Users (i) that by continuing to browse on Advertiser´s website, they consent to cookie (or other tracking technologies) dropping for the purpose of serving targeted advertising; and (ii) allow Users to learn more and object to the Service.
Removal of Infringing Content
If Advertiser believes that any content, ad, banner including without limitation Advertiser´s content, any third party logos, trademarks, brands or other intellectual property infringes upon Advertiser´s intellectual property rights, please send us a detailed notice to email@example.com and Herolens will make reasonable commercial efforts to remove such content, locate the infringer and/or notify the infringer of Advertiser´s complaint.
For an efficient removal, Advertiser´s notices shall be furnished with the following: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by a single notification, a representative list of such works at that Site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled; (iv) information reasonably sufficient to permit Herolens to locate the material; (v) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law: and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, and that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Herolens logo and all other proprietary identifiers used by Herolens in connection with the Service and/ or Platform (the “Company Trademarks”), “Herolens”, “Herolens Programmatic Creative” are all trademarks and/or trade names and/or service marks of Herolens, whether or not registered. All other trademarks, service marks, trade names and logos, which appear on the Site, Platform and/or Services, belong to their respective owners (the “Third Party Marks”). No right, license, or interest to the Company Trademarks is granted hereunder, and Advertiser agrees that no such right, license, or interest shall be proclaimed by Advertiser with respect to the Company Trademarks or third party Marks.
Links & Third-Party Sites
Herolens may choose to implement and incorporate, as part of the assets in its ad creation, content from Google Maps / Earth / Places APIs. Therefore by using Herolens Platform and/or Service, Advertisers and Users acknowledge and agree to be bound by Google’s Terms of Service.
Payment and Billing Process.
The Service will be provided in exchange of a payment or other charge. If Advertiser decides to complete the IO and/or Contract, Advertiser agrees to the terms of sale, pricing, payment and billing policies applicable to such fees and charges, informed, posted or linked in here and/or in the IO and/or Contract. Herolens may add new services for additional fees and charges, or amend fees and charges, from time to time, for existing services, at any time at its sole discretion.
All information Advertiser provides in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. Advertiser agrees to pay all charges incurred the use of the Service by wire transfer or check including taxes now or hereafter imposed upon or required to be collected by Herolens, by any authority in connection with or arising from the Service and/or this Agreement, excluding taxes based upon Herolens’s net income.
Advertiser shall pay Herolens the Total Net Cost as noted above, within thirty (30) days of the invoice date. All amounts stated herein are net of any taxes and fees. Invoices will be prepared and delivered monthly and at the end of the campaign.
Payment should be made as follow:
Additional credit may be denied (to accounts whose balances are not paid within terms) either temporarily or permanently. Herolens reserves the right to charge an interest rate of 1.5% per month and an administration fee of one per cent (1%) per month on all balances not paid within the above stated terms. All amounts not paid within ninety (90) days are subject to further action, including but not limited to placement with a collection agency; the Advertiser will be responsible for any collection costs and legal fees.
Advertiser acknowledges Herolens invoice may be issued by Herolens and/or any other related company according to the country in which the Service will be offered.
All reported numbers for the purposes of billing and general delivery reporting are based on Herolens server reports.
Disclaims and Warranties
As a condition for Advertiser´s use of any of the Services hereby represent and warrant that (i) Advertiser is at least 18 years of age (if individual) and/or possess the legal authority to enter into these Terms and Conditions, and/or the Service in accordance with all the Terms herein, and to fully perform its obligations hereunder; (ii) that Advertiser is financially responsible, to approve the Service; (iii) the execution of this Terms and Conditions does not and will not violate any other agreement to which Advertiser is bound or any law, rule, regulation, order or judgment to which Advertiser is subject; (iv) Advertiser will not infringe any right of any third party, including intellectual property rights, privacy rights and publicity rights; (v) Advertiser will not harm any User and will not present any Products for any illegal, immoral or unauthorized purposes, including but not limited to offer to sell non-authentic products, illegal drugs, prescription medicines, and/or products which are forbidden to be offered to minors such as alcohol beverages and/or tobacco cigarettes; (vi) Advertiser provide content to Herolens, without infringing any rights of any third party including, without limitation, intellectual property rights; (vii) Advertiser content complies at all times with all applicable laws, statutes, statutory instruments, contracts, regulations, advertising and marketing codes of practice in any of the jurisdictions where ads are displayed; (viii) Advertiser content does not contain any material that is obscene, defamatory or contrary to any applicable law; (iv) it shall not provide any personal data, via its data feed or otherwise, pursuant to applicable data protection laws; (v) any information provided under the Contract is true, accurate, complete and current; and (vi) it shall comply with all relevant laws and regulations including any guidelines or policies as made available by Herolens.
The Service and/or Platform, the intellectual property and any other content are provided on and “as is” or “as available” basis without any warranties of any kind, express or implied, including but not limited to warranties of accuracy of data, translation, availability, timing, merchantability, title or non-infringement, or fitness for a particular purpose. Herolens does not warrant that the Service will be uninterrupted or error free. Nor does Herolens make any warranties as to the results that may be obtained from use of the Service, recommend or make any warranties as to the availability, accuracy, reliability or content of any information, service, user generated material, products feedback, opinions or statements available on or through the Service.
Herolens nor its affiliates, licensor or agents do not warrant that the Service will be uninterrupted or error free; nor do they make any warranty as to the results, the accuracy, reliability or content of any information or service that may be obtained from use of the Service. Herolens may correct, modify, amend, enhance, improve and make any other changes to the Service at any time or to discontinue displaying webpages and any content without a notice to the Advertiser. Herolens makes no representation about the suitability of the Service or any and all content and information provided through the Service for a certain purpose or any purpose at all. Herolens hereby disclaims all warranties and conditions with regard to the use of the Service, including but not limited to the availability, reliability, or quality of the Service and is not and shall not be responsible for any error, fault or mistake of any and all products, services, content and information received through the use of the Service.
The Advertiser shall defend, indemnify, and hold Herolens harmless from and against any third-party suit, proceeding, assertions, damages (direct or indirect), cost, liability, and expenses (including court costs and legal fees), incurred as a result of any breach of this clause or of any claim which if true would be a breach of this clause.
This Terms and Conditions shall apply for the use of the Site and the Service, and in case of the use of the Service as from the date of the IO and/or Contract execution and shall expire on the date stated in the IO and/or Contract.
Expiration or termination (for any reason) of the Agreement shall not affect any accrued rights or liabilities which either Party may then have nor shall it affect any clause which is expressly or by implication intended to continue in force after expiration or termination.
Except as explicitly stated otherwise, any notices to Herolens shall be given by e-mail to Herolens at firstname.lastname@example.org; We may send Advertiser a notice regarding to the Service by sending an email message to the email address listed in Advertiser´s Account, or by posting on the Site if legally permitted.
Any claim relating to the Platform and/or the Service or its use thereof will be governed by and interpreted in accordance with the laws of the State of Florida, USA, without reference to its conflict-of-laws principles.
Any dispute arising out of or related to the Advertiser´s use of the Services will be brought in, and the Advertiser hereby consent to exclusive jurisdiction and venue in, the competent courts of the State of Florida, USA. The Advertiser hereby waive, and agree to waive in the future, any and all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule.
If any provision of this Terms and Conditions is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed void from this Terms and will not affect the validity and enforceability of any remaining provisions.
No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.
The Terms, constitutes the entire terms and conditions between the Advertiser and Herolens relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between the Advertiser and Herolens.
Herolens Group LLC
116 west 23rd Street Suite 500,
New York NY 10011, NEW YORK, NY
UNITED STATES OF AMERICA
Last revised: May 24th, 2018.