Terms of Use (Advertiser Agreement)

Last updated January 26th, 2021

These Advertising Offer Terms ("Terms") are entered into by LensAI Inc. ("LensAI") and the entity executing these Terms or that accepts these Terms electronically ("Client"). These Terms govern Client's participation in LensAI's advertising products and services that are available for access through the account(s) given to Client in connection with these Terms or that reference or are referenced by these Terms (collectively, "Offers"). In consideration of the foregoing, the parties agree as follows:

Advertising Offer

Client authorizes LensAI and its Affiliates to place Client's advertising materials and related technology (collectively, "Ads" or "Creative") on any content or property (each a "Property") provided by LensAI or its Affiliates on behalf of itself or, as applicable, a third party ("Partner"). Client is solely responsible for all Ad parameters:
  • Creative, Ad Trafficking or Targeting decisions (such as keywords)
  • Properties to which Creative directs users (such as landing pages) along with the related URLs and redirects ("Destinations") 
  • Services and products advertised on Destinations (collectively, "Services").
The Offer is a combination of parameters set by the Client and managed by the technology provided by LensAI, in which the Client authorizes LensAI and its Affiliates to utilize automatic tools to format ads and their displays. LensAI and its Affiliates may make available to Client certain optional features to assist Client with the selection and generation of Creative and its display. Such features may include ad placement, ways of display, statistics, etc. LensAI may reject or remove a specific Ad or Target at any time for any reason. For example, an Ad or Target may be rejected or removed by LensAI if it violates the Policies or if LensAI believes the Ad or Target would expose LensAI or a Partner to liability. Client acknowledges that LensAI may cancel or modify the Offer at any time. 

Policies

Client is solely responsible for its use of the Offer (e.g., access to and use of Offer accounts, modifications and safeguarding usernames and passwords) ("Use"). Offer Use is subject to applicable LensAI policies available at lens/policies/ads and all applicable Partner policies made available by LensAI to Client at lens-ai.com/privacy-policy/(in each case, as modified from time to time, "Policies"). Client authorizes LensAI or its affiliates to modify Ads as described in Policies. LensAI will abide by its Privacy Policy available at lens-ai.com/privacy-policy/ (modified from time to time). Client will not, and will not authorize any third party to:
  • generate automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions
  • conceal conversions for Offers and LensAI monitoring systems
  • use any automated means or form of scraping or data extraction to access, query or otherwise collect LensAI advertising related information from any Property except as expressly permitted by LensAI
  • interfere with LensAI infrastructure and technology processes.
Client will direct communications regarding Ads on Partner Properties under these Terms only to LensAI.

Ad Display

Client will not provide Ads containing malware, spyware or any other malicious code or knowingly breach or circumvent any LensAI and its partners’ security measures. Client acknowledges that Ads may be displayed simultaneously with other Ads. Client may utilize a LensAI Ad server solely for serving or tracking Ads under Offer. 

Ad Cancellation

Unless a Policy, the Offer user interface or an agreement referencing these Terms (an "IO") provides otherwise, either party may cancel any Ad at any time before the earlier Ad auction or placement. But if Client cancels an Ad after a commitment date provided by LensAI (e.g., a reservation-based campaign), then Client is responsible for any cancellation fees communicated by LensAI to Client (if any) and the Ad may still be published. Cancelled Ads will generally cease serving within 8 business hours or as described in a Policy or IO, and Client remains obligated to pay all charges resulting from served Ads (e.g., fees based on conversion). Client must effect cancellation of Ads either online through Client's account if the functionality is available, or if this functionality is not available, with notice to LensAI via email to support@lens-ai.com (collectively, the "Ad Cancellation Process"). LensAI will not be bound by a Client provided IO.Invoicing and PaymentCreating a user account with LensAI is free of charge. All charges and payments are solely based on measurements and tracking via LensAI's monitoring technology. LensAI will utilize commercially reasonable efforts to facilitate invoice discrepancy resolution if such discrepancy falls outside of industry-accepted deviation norms. Clients that display ads based on their Offer, will be invoiced by LensAI at the end of each week to disclose the cost of the running Ad Campaign, and at the end of each month to disclose the final total dollar amount due to LensAI. Client acknowledges and agrees that LensAI does not guarantee that the budget stated in the Offer will be executed. Client will pay all charges recorded in invoices within 5 business days of receipt. All payments will be made in the currency agreed on. Charges are exclusive of taxes.Client will pay all taxes and other government charges in accordance with the local legislation. LensAI may collect interest on any amount not disputed in good faith for the period between the due date and the actual date of payment. Late payments will bear interest at the rate of 0,0411% (equivalent to 15% a year). Interest will start to accrue on any portion of the outstanding balance that stays unpaid for 30 (thirty) days between the due date and the date of payment in full. Any invoice claims must be filed within 30 (thirty) days of receipt. 

Warranty and Rights

Client warrants that (a) it holds, and hereby grants LensAI, its Affiliates and Partners, the rights in all parameters of the Ad for LensAI, its Affiliates and Partners to operate the Offers and (b) all information and authorizations provided by Clients are complete, correct and current. Client authorizes LensAI and its Affiliates to automate retrieval and analysis of Destinations for the purposes of the Offers. Client warrants that it is authorized to act on behalf of, and has bound to these Terms, third parties, if any, for which Client advertises in connection with these Terms ("Advertiser"). If for any reason Customer has not bound an Advertiser to these Terms, Client will be liable for performing any obligation that the Advertiser would have if it had been bound to these Terms. Client will provide Advertiser with reporting data as frequently as existing reporting from Client to Advertiser, but no less than on a monthly basis, that discloses absolute dollars spent on LensAI and performance (at a minimum cost, clicks and impressions of users on account of that Advertiser) in a reasonably prominent location. LensAI may, upon request of an Advertiser, share Advertiser-specific information with Advertiser. If Client is using an Offer on its own behalf to advertise and not on behalf of an Advertiser, for that use Client will be deemed to be both Client and Advertiser.

Make-Goods 

For reservation-based Display Ads, LensAI will deliver any agreed-upon aggregate number of Display Ads by the end of the campaign. If LensAI fails to do so, then any Client disputing payment made to LensAI for such Display Ads must make a claim during the Claim Period. If LensAI confirms the accuracy of the claim, then LensAI will not charge Client for the undelivered Display Ads or, if Client has already paid, LensAI will refund the funds for undelivered Ads at LensAI's reasonable discretion. LensAI cannot assure that any auction-based Ads will be delivered, and therefore make-goods do not apply to auction-based Ads.

Disclaimers

To the fullest extent permitted by law and subject to this disclaimer, each party on behalf of itself and its affiliates excludes all implied warranties, including without limitation for non-infringement, satisfactory quality, merchantability and fitness for any purpose. To the fullest extent permitted by law and subject to this disclaimer, the offers and LensAI, its Affiliates, and Partner properties are provided "as is" and at Client's and Advertiser's option and risk and none of LensAI, its Affiliates or LensAI's Partners make any guarantee or representation in connection with the offer or offer results. Certain laws of the jurisdiction in which customers reside, such as the US consumer law, may confer rights and remedies and imply terms into these terms that cannot be excluded. Those rights, remedies, and implied terms are not excluded by these terms. To the extent that the relevant laws permit LensAI to limit their operation, LensAI's liability under those laws will be limited at its option, to the supply of the services again, or payment of the cost of having the services supplied again. 

Limitation of Liability

Except for section "Indemnification" and customer's breaches of sections "Warranty and Rights" or "Policies" to the fullest extent permitted by law but always subject to section "Disclaimer": (A) No party or its affiliates may be held liable under or in connection with these terms (whether in contract, tort, including, without limitation, negligence or otherwise) for any: (I) Loss of profit; (II) Loss of anticipated savings; (III) Loss of business opportunity; (IV) Loss of or corruption of data; (V) Loss or damage resulting from third party claims; or (VI) Indirect, special or consequential losses suffered or incurred by the other party (whether or not such losses were in contemplation of the parties at the date these terms were accepted by Client); and (B) Subject to section "indemnification" other than Client's payment obligations under these Terms, each party's aggregate liability to the other from any given event or series of connected events under or in connection with these Terms, is limited to the greater of: (I) The amount payable to LensAI by Client under the Terms in the two months immediately preceding the month in which the event (or first in a series of connected events) occurred; and (II) USD $10,000.

Indemnification

Client will defend, indemnify and hold harmless LensAI, its Partners, Agents, Affiliates, and Licensors (each an "Indemnified Person") from any third party claim or liability arising out of or related to Ads, Targets, Creatives, Destinations, Services, Use and breach of these Terms by Client, except in relation to each Indemnified Person, to the extent that the third party claim or liability arises as a direct result of (a) that Indemnified Person's negligence or misconduct; or (b) that Indemnified Person's breach of the Terms. Partners are intended third-party beneficiaries of this Section.

Term

LensAI may make non-material changes to these Terms at any time without notice, but LensAI will provide advance notice of any material changes to these Terms. The changes to the Terms will not apply retroactively and will become effective no less than 7 days after notice. However, changes made for legal reasons may be effective immediately upon notice. Either party may terminate these Terms at any time with notice to the other party. Upon the occurrence of a Termination by a Client, Client shall pay that dollar amount equal to unpaid fees up to the termination and any penalty fees pursuant to this Agreement. Learn more about terms and conditions for the Offer at www.lens-ai.com/ads/terms. LensAI may suspend Client's ability to participate in the Offer at any time, for example, in the event of payment issues, suspected or actual violations of the Policies or these Terms or for legal reasons. In all cases, the running of any Client campaigns after termination is at LensAI's sole discretion.

Miscellaneous

  1. All claims arising out of or relating to these terms or the offers will be governed by Delaware law and will be litigated exclusively in the federal or state courts of the county of New Castle, Delaware, USA; The parties consent to personal jurisdiction in those courts.
  2. Nothing in these Terms will limit a party's ability to seek equitable relief.
  3. These Terms are the parties' entire agreement relating to its subject and supersede any prior or contemporaneous agreements on that subject.
  4. No party may make any public statement regarding the relationship contemplated by these Terms (except when required by law).
  5. All notices of termination or breach must be in writing and addressed to the other party's Legal Department (or if it is unknown if the other party has a Legal Department, then to the other party's primary contact). The email address for notices being sent to LensAI's Legal Department is legal @lens-ai.com. All other notices must be in writing and addressed to the other party's primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable). These notice requirements do not apply to legal service of process, which is instead governed by applicable law.
  6. Except for modifications to these Terms by LensAI under Section "Terms," all amendments must be agreed to by both parties and expressly state that it is amending these Terms. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms. If any provision of these Terms is found unenforceable, the balance of the Terms will remain in full force and effect.
  7. Neither party may assign any part of these Terms without the written consent of the other party, except to an affiliate, but only where (a) the assignee agrees in writing to be bound by these Terms, (b) the assigning party remains liable for obligations under these Terms if the assignee defaults on them, and (c) the assigning party has notified the other party of the assignment. Any other attempt to transfer or assign is void.
  8. Except as expressly listed in Section "Indemnification," there are no third-party beneficiaries to these Terms.
  9. These Terms do not create any agency, partnership or joint venture among the parties.
  10. Except for payment obligations, no party or its affiliates is liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.