Terms of Use (Publisher Agreement)

Last updated January 26th, 2021

Terms of use described in this agreement (collectively "Agreement") constitute an agreement executed between you ("Publisher" or "Client") and LensAI Inc. ("Company" or "LensAI" or "Ad Network"). To use Services and relevant software, you agree to unconditionally abide by the terms and conditions below. You agree that you will use the Services provided by the Company (collectively, "Services") strictly in accordance with this Publisher Agreement and/or any modifications and/or amendments made to it in the future. LensAI may modify terms and conditions outlined in this Agreement and policies related to Services or Software, including the updated version of this Agreement at any time. Publisher is responsible for frequently checking this Agreement for updates. If you continue to use Services or Software following modifications of this Agreement, you agree to be bound by this Agreement. LensAI may modify, suspend or cancel Service at any time, including access to any function, database, or content. LensAI may also restrict certain functions or services or limit Publisher's access to parts of Service or Service in full without notification or waiver of liability. 

Definitions

  • Ad Element means any image, creative, text, data, links or other items provided by Advertiser to be placed in the ad. 
  • LensAI Ad Network means an ad network that connects publishers (niche websites, bloggers, etc.), advertisers (brands and merchants), and agents (intermediaries, service providers, media agencies, ad networks, partner networks, ad exchanges, etc.) to serve ads.
  • Advertiser means a party, brand, merchant that registers an Advertiser account. Advertisers define terms of Ad Offers and provide an opportunity to promote their products and services through various ad tools and creatives. Advertiser supplies creatives such as banners, text links, product catalogs in XML format, etc. Advertisers are legal entities that are authorized to advertise their products and/or services via ad campaigns of the company. 
  • Publisher means a Publishing partner that registers a Publisher account. Publisher is an individual or a legal entity that provides an ad slot on their ad platforms. 
  • Digital Platform means  a website or other digital resource managed by Publishers on their platforms in order to generate revenue. Examples of ad platforms: websites, apps, etc. 
  • LensAI Technology means technology that allows LensAI to tune targeting and retarget users (depending on their behavior) and display ad content for them.
  • LensAI Platform means a LensAI website used for ad campaign password-protected reporting systems (ad campaign results, tools to fine-tune technology) available to Clients.
  • Version means the current status of the platform, technology and services provided by LensAI. Such status includes or excludes functionality offered by the company. Some functionality may be restricted. LensAI may modify Version at any time and will notify users via emails. 
  • An Ad ("Format") means a way of ad serving, designed by LensAI. An Ad Format contains ad creatives provided by Advertiser. 
  • Ad Space means an ad slot on a Publisher's platform. It is determined by LensAI technology. This ad slot may be an image or a video or a space next to an image or a video. 
  • An Ad Offer ("Offer") means an offer from Advertiser to place ad elements in LensAI ad, in ad space or on a Publisher's platform. Each Offer has its own value and is paid for by Advertisers to Publishers through LensAI. The Offer value consists of its creatives, method of payment and other transaction details. 
  • Commitment means an agreement that authorizes Publisher to receive commission from Advertiser. Such agreement may constitute ad serve, ad impressions, clicks, products purchase, order and/or purchase of services, registration, subscriptions, etc. Commitment terms are described in the Ad Offer and only if they are fulfilled is Commitment considered complete. 
  • Commission means a pre-agreed compensation to Publisher once the Commitment  is considered complete by Advertiser. 
  • Pricing Model means a method of running transactions that regulates how Advertisers compensate Publishers for Commitments. Pricing model depends on the action and is a standard base in the online advertising industry. The following pricing models exist:
    • CPA, or Cost per Acquisition or Cost per Action – the cost of an action of purchase, order and/or purchase of services, registrations, subscriptions, installs, etc. Such action requires the user to take more actions than just a view or a click. 
      • CPS, or Cost per Sale - the cost of each referral that ends in a sale. Virtually a subset of CPA, used explicitly by verticals that require the audience to complete a sale.
    • CPC, or Cost per Click – the cost of each ad click that directs users to the Advertiser's website or triggers some engagement.
    • CPM, or Cost per Mille, or Cost per thousand impressions - the cost of each 1,000 ad impressions.
    • Compensation Practice – a Publisher's request for compensation delivery to the banking account for fulfilled Commitments. 

General Provisions

Registration is available to persons who have reached the age of 18.To participate in the Ad Network, Publisher submits a registration form on the registration page at www.lens-ai.com.
  1. By submitting the registration form, Publisher is acknowledging these terms and is also agreeing to the terms of LensAI Privacy Policy, which can be found at https://lens-ai.com/privacy-policy/. Thus, Publisher is accepting the Agreement of his/her participation in the LensAI Ad Network.
  2. If these terms are met, Publisher receives a confirmation letter to the e-mail address specified by him/her upon registration. Further, the participant must complete the registration process in order to be able to work in the Ad Network.
  3. LensAI reserves the right to deny Publisher to participate in the Ad Network with no reasons given. 
  4. After completion of the registration process and activation of the account, Publisher may use the services of the Ad Network. Publishers may change the data provided upon registration in his/her personal account but not his/her login.
  5. These Terms shall prevail over any terms provided by Publishers.

The Subject of the Agreement

  1. Company provides for use and operates an Ad Network on the www.lens-ai.com domain. The participants of the Ad Network are Advertisers, Publishers, Advertising Intermediaries, and LensAI. 
  2. Publishers shall place advertising SDK and tracking code provided by LensAI on their existing platforms. 
  3. Advertisers shall place their Ad Offers (and their ad creatives) on LensAI platform. 
  4. When a user arrives at the Advertiser's website through an Ad Creative placed on the Publisher's Ad Platform and takes an action that ends with payment, Publisher's advertisement shall be considered successful and Publisher shall receive a pre-agreed Commission. 
  5. If the Offer commissioned Ad Impression on the Publisher's platform, then Publisher's advertisement shall be considered successful if the user viewed it. 
  6. If the Offer commissioned clicks on Ads placed on Publisher's platform, then Publisher's advertisement shall be considered successful if the user clicked on it. 
  7. When entering into this Agreement, the Participants are notified and agree that LensAI tracks and logs all Commitments and provides Publisher with the information to that effect, as well as calculate the amount of Commissions. 
  8. Advertisers shall make the final decision on whether or not the Commitment actually took place. 
  9. LensAI Ad Network continually develops and improves its services. In this connection, LensAI reserves the right to fully or partially stop the provision of one of the services if it is necessary for the performance of maintenance works, improvement of the service functions or change of the service provided.
  10. LensAI shall have the right to suspend payments to Publisher in the event of an objective suspicion of violation of these terms, as well as to verify Publisher's specified data and/or Publisher's traffic quality.

Participation in LensAI Ad Network

  1. All Ad Platforms that comply with applicable laws and regulations of this Public Agreement and  Privacy Policy have been approved by LensAI and are allowed to participate in LensAI Ad Network.
  2. Ad Platforms under construction are not allowed to participate. 
  3. Publisher shall submit the request for participation in an Ad Offer, thereby recognizing the possible additional Offer Terms of participation therein, that Advertiser may add to the description of his/her Offer and which will be displayed to Publisher. Such Offer Terms are considered an addition to the LensAI Terms. Publisher agrees that the Offer Terms can change at any time and undertakes the responsibility to monitor such changes. By continuing to participate in the Offer, Publisher automatically agrees to the Offer Terms thereof. 
  4. Only Advertisers shall make the decision to accept Publisher to the Offer. Publishers do not have a legal basis for obtaining such an acceptance if the opposite decision was made.
  5. LensAI reserves the right to request data on the traffic source and access the statistics of the Ad Platform while limiting Publisher's participation in LensAI Ad Network. In this case, Publisher must provide the requested data within 10 days; otherwise, LensAI reserves the right to stop serving ads on Publisher's website and/or take other measures to protect the interests of Advertisers, whose ads are served on Publisher's platforms. 
  6. LensAI shall have the right to request from Publisher documents and data necessary to confirm the validity of information about Publisher. By accepting these Terms, Publisher agrees that s/he will, consciously and with unequivocal consent, provide such data to LensAI. Publisher's refusal to provide such data is considered as a refusal to participate in LensAI Ad Network.

Rights and Liabilities of Publishers

  1. Publisher is obliged to strictly follow these Terms and ensure that the data provided by him/her to LensAI by any means, including the registration form, are complete and true. If any of these data are changed, Publisher shall, within 5 days from the date of the change, make the relevant changes thereto in his/her personal account.
  2. Publisher undertakes to strictly store his/her data (login and password) for access to the LensAI Ad Network and not allow the transfer thereof to third parties. Publisher is solely responsible for the safety of the login and password.
  3. Publisher guarantees that he/she has the necessary rights to conduct marketing activities on the Ad Platform. He/she shall bear any legal and property liability for what happens on his/her Ad Platforms.
  4. Publisher guarantees that he/she has the necessary rights to place Ads in the graphic content on his/her Ad Platform. He/she shall bear any legal and property liability for what happens on his/her Ad Platform.
  5. When using Ad Creatives on the Ad Platform, Publisher undertakes not to violate the rights of the third rights holders to the trademark, brand, personal rights and other rights without the permission of the rights holders in accordance with the applicable legislation. Publisher agrees not to use on his/her Ad Platform the content that violates applicable laws or leads to pages that violate applicable laws. 
  6. Publisher agrees not to use on his/her Ad Platform the content that violates applicable laws or redirects to pages that violate all applicable laws. 
  7. When emailing promotional materials containing Advertisers' Ad Creatives, Publisher is prohibited from using spam. To send promotional materials by email, Publisher must obtain the consent of each recipient and provide LensAI with the relevant evidence upon request. 
  8. Publisher agrees not to take any action that affects the operation of LensAI Ad Network. Such actions include the attempts to technically influence the efficiency of the servers of the Ad Network, the attempts to hack the security mechanisms, to use viruses, trojans, and other malicious programs for any purpose. This shall also include brute force attacks, DoS (DDoS) attacks, spam, the use of links and any other processes that may damage the operation of the Ad Network. 
  9. Publisher may have only one account. One account per one individual or one account per one legal entity may be created. If an individual performs official duties on the staff or for a legal entity that has an account in LensAI Ad Network, then it is prohibited for him/her to create a personal account as an individual to perform his/her official duties for the legal entity. 
  10. Publisher undertakes to thoroughly study and execute these Terms and refer to them during the entire period of placement of the Ad Creatives. Publisher agrees that if she/he fails to perform this duty, his/her access to the relevant Offer may be suspended. In case LensAI or Advertiser suffer losses caused by  Publisher's violation of these Terms and Terms of the Offer, the relevant amount will be deducted from Publisher's account. In the absence of funds on Publisher's account,  Publisher undertakes to reimburse such losses at the request of LensAI within 10 business days.
  11. Publisher, at the request of LensAI  or Advertiser, undertakes to check the Traffic Source and provide all requested files, documents, etc., otherwise, Publisher's access to the relevant Offer may be blocked and appropriate sanctions may be applied to prevent violations in the future. 
  12. When creating any Ad Creatives, Publisher is prohibited from using Ad Creatives and Trademarks other than the Trademark and the Ad Creatives that were uploaded by Advertiser in the LensAI system, unless otherwise specified. If Publisher creates Ad Creatives and distorts Ad Creatives provided by Advertiser, Publisher is entirely responsible for placing these Ad Creatives as an owner and distributor in accordance with all applicable laws and undertakes to independently resolve all arising claims, disputes, including judicial, to settle all other disputable situations, including the situations with state authorities and third parties (Advertisers).
  13. Publisher is notified and agrees that LensAI has the right to pay Publisher a commission only after Advertiser makes a payment for the provided services to the LensAI settlement account. 
  14. Advertisers shall have the right to modify Publishers' commission rates for any future but not existing commitments. Publisher shall not request modified commission rates. Publisher undertakes to check current commission rates in LensAI Ad Network Interface. By submitting the request to participate in the Ad Offer, Publisher is acknowledging and agreeing to existing commission rates. 

Restrictions and Limitations

Publisher agrees NOT to:

  • Obtain unauthorized access to accounts, generate duplicate accounts, perform reverse engineering, modify LensAI Ad Network for the purpose of creating a competing product or service, create a similar product using similar ideas, functions, and reproducing similar ideas and functions; 
  • Provide false or misleading advertisement content that directly or indirectly suggests that it is sponsored or approved by LensAI;
  • Offer services online for other users on behalf of LensAI;
  • Take any actions that put unreasonable or inadequately massive stress on LensAI computational capabilities, database and communication infrastructure;
  • Modify, alter, or purposefully generate specialized web inquiries for LensAI servers and services;
  • Attempt to obtain unauthorized access to LensAI website, Ad Network, Technology, Services, other accounts, computer systems and networks connected to LensAI website and Services including using third parties to use LensAI API in any way that violates this Agreement; 
  • To deliberately allow any virus, including trojan, worms, defects, and any other elements of destructive nature;
  • To distribute, ease, or  allow access to any LensAI services that LensAI deems undesired or detrimental to LensAI reputation;
  • To utilize LensAI products in any way that violates this Agreement;
  • To make Commitments by methods or means that violate the applicable legislation, the Agreement or the Offer Terms;
  • To simulate Commitments by entering knowingly incorrect, non-existent or someone else's data unbeknownst to their owner when ordering goods or services by any means;
  • To use advertising methods that force the visitor to perform actions by deception, blackmail or any other actions that violate the user's freedom of choice;
  • To use the data of Advertiser or a third party protected by a registered trademark, copyright, other legally registered rights of the holder, for purposes other than the purposes of this Agreement. In the case of using  Advertiser's trademarks and ad creatives for purposes other than those specified in this Agreement, Publisher is fully responsible for such placements in accordance with applicable law and undertakes to independently resolve all arising claims, disputes, including judicial ones, to settle all other disputable situations, including with state authorities and third parties (Advertisers);
  • To use promotional materials, including a brand of one Advertiser to promote the website of another Advertiser;
  • To use any technology and types of cookie stuffing (cookie dropping). It is prohibited to use scripts that set the websites that the user did not visit in the user's browser cookies. It is prohibited to rearrange, substitute or overwrite the user's cookies with others that do not belong to the websites that the user visited, as well as substitute cookies using pop-ups, iframe, or by inserting the URL of a third-party page as a picture on an existing website;
  • To register and/or use for promotion domains similar to those of Advertisers' websites;
  • To delete an account with the negative balance and/or publisher's debt to LensAI.
If the violations described above are detected, Publisher's account shall be immediately blocked and all earnings earned as the result of these violations are transferred back to Advertiser. Publisher is notified of the decision by the Company. Once the account is blocked, it shall be impossible to create another one.For the above violations, Publisher must pay a fine of $5,000. If as a result of Publisher's violations, a third person initiates an administrative or any other lawsuit against LensAI, all the litigation costs and other related costs shall be completely paid for by the Publisher at fault.

Limitations of Use (Version Wise)

Software Use and Services may be limited in their functions and liabilities. Limitations to the current versions are available in the user interface. These limitations may temporarily disable current terms, which may be related to testing, updates,  and applications of LensAI technologies. 

Ad Impressions

Client acknowledges and agrees to their ads being served in apps and websites available through LensAI affiliate programs and in accordance to LensAI technologies, with LensAI determination on where and how often the ads will be served in LensAI Network.  Client may provide a list of white- or black-listed websites where LensAI will use its best judgment to serve the ads or suspend them. Ads may be served next to the direct or indirect ads of the competitors. LensAI reserves the right to make changes in LensAI technology and stop serving ads with due notification of at least 15 days beforehand but with no refund available to Client. LensAI exerts reasonable commercial attempts to not serve ads that promote pornography, profanity, wrongdoing or outlawed content, with Client promptly notifying LensAI on such ads being served on apps and websites, so that LensAI can remove such ads instantly.  LensAI reserves the right to reject at its discretion ads that refer to the content that violates its Policies or at sole discretion of LensAI, that falls under no laws or regulations. LensAI agrees to consider ads provided by Client without unreasonable doubt, and in case of such, to be notified of reasons for this denial. 

Revisions, Metrics, Productivity

LensAI uses its servers to track the number of clicks, impressions served and related statistics required for invoicing per this Agreement. Client shall have access to these daily statistics. Statistics shall update every 5-24 hours. To access statistics, LensAI shall provide access to its platform. Client shall set a password and ID method, which shall remain personal and confidential. Client is responsible for safeguarding their system access login credentials. Should a privacy breach occur, a written notification must be sent immediately and directly to LensAI. LensAI platform offers transparency and monitors changes in accounts. Any changes requested by Client (such as general settings, budget revisions, launching, pausing or stopping ad campaigns) and implemented by LensAI are the sole responsibility of Client. All fees associated with such revisions shall be billed to Client. 

Publisher's Compensation

  1. Publishers shall receive compensation from LensAI which directly depends on the success of his/her advertising campaigns.
  2. In each separate case, compensation amount is determined by the type of paid action and the rate set by Advertiser for this action that is effective at the time of performing this action. 
  3. The right to receive compensation is exercised only if all the following conditions are met:
  • Publisher's advertising activity led to the Commitment between Advertiser and the user;
  • The Commitment was registered by tracking means of LensAI Ad Network;
  • The Commitment was authorized for invoicing by Advertiser and confirmed by LensAI Ad Network;
  • Advertiser has paid LensAI for its services under its agreement with Advertiser;
  • Compensation amount equals or exceeds the minimum withdrawal amount; 
  • The Publisher did not violate the terms described in clause "Restrictions and Limitations."
  1. LensAI maintains an internal settlement account for each Publisher that is  used for carrying out all accrual and payment operations. 
  2. The interest on the compensation amount is not paid regardless of the payment date.
  3. Publisher is liable for any taxes related to their participation in the Affiliate Network or the services provided
  4. Publisher undertakes the full responsibility for payment information on file and confirms that it is true, complete and accurate. All payments will be made with the use of this payment information. LensAI is not obligated to take steps to verify the accuracy of payment information provided by Publisher
  5. Publisher will immediately return any amounts paid to him/her in error or other than in accordance with Publisher's rights under this Agreement
  6. The minimum withdrawal amount should equal or exceed the amount of $100 USD depending on the currency of withdrawal.
  7. Except for the agreed compensation, Publisher is not entitled to reimbursement of costs incurred for the bank transfer, for the use of third-party services or programs that are not provided by LensAI Ad Network, even if these costs are related to his/her advertising activities within LensAI Ad Network.
  8. Creating an account with LensAI is free. All payments and invoices will be made through metrics and tracking performed by LensAI. LensAI will make all commercially reasonable attempts to remove all discrepancies that fall outside of accepted norms. 

Participation in the Referral Programs

  1. Client may invite users not previously registered with LensAI as Publishers to the Ad Network in exchange for a referral fee. Such users are considered the Referrals of the Publisher in question.
  2. Referrals are invited to join the Affiliate Network through the Publisher's referral link, which can be found in the "LensAI Referral Program" section on the Dashboard of the Publisher's personal account. 
  3. If users invited by Publisher register using the unique referral link of the Publisher within a year of clicking on it, they become that Publisher's Referrals. The belonging of a Referral to a given Publisher is determined by the presence of a referral cookie in the user's browser at the time of registration. If the cookie is not present, the registration is not considered a referral registration. 
  4. Publisher receives a referral fee for attracting Referrals in the form of a percentage of the revenue to the Ad Network generated from the amount withdrawn by the Publisher's Referrals. 
  5. The amount of the referral fee for the current month and the rate (as a percentage) is specified in the "LensAI Referral Program" section on the Dashboard of the Publisher's personal account. 
  6. Publisher receives referral fees for the Referral within one year from the date the latter registers in the Ad Network. After this period expires, no referral fees are assigned. 
  7. While taking part in the Referral Program, it is prohibited to:
  • use illegal methods to obtain Referrals or any other artificial means of increasing the number of Referrals;
  • deceive Referrals or give incorrect information about the Ad Network;
  • create clones of LensAI websites or use a similar interface;
  • use automatic redirects, pop-up windows, or any other forms of intrusive advertising: pop-unders, click-unders, toolbars, etc.;
  • send out spam messages or messages on behalf of LensAI or its employees by email, over messengers, or by any other means;
  • register accounts belonging to the Publisher using the Publisher's unique referral link;
  • place paid ads with the referral link in results to search requests in which LensAI is mentioned.  
  1. If any item of Point 7 is violated, or if the Referral Program is used in bad faith, LensAI reserves the right, without providing reasons, to
  • disable the Publisher's access to the Referral Program;
  • dissociate Referral(s) from the Publisher;
  • withhold referral fees from Referral(s) to the Publisher;
  • block Publisher's account in the Referral Network. 
  1. LensAI reserves the right to verify Publishers' compliance with Point 7.7 and their proper use of the Referral Program. 

Term of Agreement and Its Termination

  1. This Agreement is executed and shall continue to be in effect for an indefinite period of time. 
  2. The Parties may voluntarily terminate the Agreement at any time.
  3. Publisher may terminate the Agreement in his/her personal account by clicking the "Delete account" button in the General settings except as specified otherwise when Publisher has not fulfilled his/her obligations per this Agreement. 
  4. LensAI reserves the right to remove Publisher's account and data from the system in the following cases:
  • Publisher has not logged in to his/her account for the past 350 days.        
  • Publisher has not utilized LensAI system outside of the web interface (via API, for example) for the past 350 days. 
After the expiration of the above-mentioned period, LensAI shall notify Publisher that in case of inactivity and non-use of the account, LensAI will delete Publisher's account within 180 days from the date of notification and the remaining funds will be written off in favor of LensAI.After 180 days from the date of notification and no feedback received from Publisher, LensAI shall delete Publisher's account and data, and the remaining funds shall be written off in Company's favor. Publisher agrees and is notified that he/she has no right to restore the account or return the funds after the expiration of the above terms and the deletion of the account.
  1. In case the Agreement is terminated due to violations of these Terms by Publisher, he/she shall pay the owed funds (if any) and the penalty specified in these Terms. 

Protection of Personal Data

  1. LensAI shall store and process only those data that were specified by the Publisher in the registration form and in his/her personal account or that were obtained from the Publisher during his/her participation in LensAI Ad Network.
  2. The Publisher agrees to comply with all applicable laws, rules, policies and confidentiality provisions effective in the regions where the services are provided.
  3. The Publisher undertakes to comply with all applicable laws, including the GDPR and EU privacy laws, and perform the following actions:
  • To inform the end-users about the use of tracking devices, cookie files, and other online identifiers;
  • To receive consent of end-users for placing and collecting cookie files and other online identifiers on their devices and provide information on the possibility of refusing or deleting files, if necessary;
  • To take appropriate technical and organizational measures against accidental loss and damage, as well as illegal processing of personal data.
  1. The Publisher undertakes not to take any actions that may lead LensAI to a breach of the current Data Regulations Law.
  2. LensAI and the Publisher undertake to comply with the data protection laws.
Depending on the jurisdiction, the Publisher may be obliged to inform visitors of his/her website about cookies that are used on the website, including those placed by LensAI (so-called third-party cookies) and other online identifiers. 
  1. A Publisher must explain what cookies s/he and/or third-parties set in the user's browser and for what purposes this information is collected. Also, the Publisher undertakes to obtain a preliminary, freely presented, specific and informed, unambiguous and revocable consent from users before setting any cookies in their browsers. The consent should also apply to the cookies that are set by LensAI after a certain action (click). 
  2. In case of installing the script/API from www.lens-ai.com by the Publisher, the Publisher is obliged to get users' consents for transferring online identifiers to LensAI by themselves on their platform. In case of transferring online identifiers to LensAI, the Publisher guarantees the presence of the informed, unambiguous, and revocable user's consent for transferring these data to LensAI. The Publisher is obliged to store consent confirmations for the whole period of participating in the Ad Network and provide the proof of consent to LensAI by request at any moment.

Complience

You will (and will require your end users to) comply with all applicable laws, rules, regulations, orders, and other requirements of governmental agencies and relevant data protection rules (together, "Laws") in any activity using or related to the Materials. Without limiting the foregoing, you will comply with all export, re-export, and import Laws of the United States and other countries that may apply to the Program Materials, and will not transfer, or encourage, assist, or authorize the transfer of, the Program Materials to a prohibited country or otherwise in violation of any applicable Laws. You will not engage in any activity using or related to the Program Materials that:
  • infringes, violates, or misappropriates the rights of us or any third party, 
  • interferes with, damages, or accesses or uses in any unauthorized manner the hardware, software, networks, technologies, or other properties or services of ours or of any end user, mobile operator, or other third party, or 
  • enables any end user to knowingly violate applicable Laws or the terms of this Agreement. LensAI may monitor or otherwise investigate your use of Program Materials to verify compliance with this Agreement.
Notwithstanding anything to the contrary herein, nothing in this Agreement shall, or shall be interpreted or construed to, induce or require either party hereto to act in any manner (including taking or failing to take any actions in connection with a transaction) which is inconsistent with or penalized under any U.S. laws, regulations, rules or requirements that apply to any party to the License Agreement.Other than as expressly permitted in any applicable Program-Specific Terms (such as the Attribution Agreement, or the Advertiser Audiences Agreement), you may not provide us any data which, alone, or when combined with other personal or identifying information which is linked or linkable to a specific individual, can be used to identify, contact, or precisely locate a natural person, including the person's name, initials, date of birth, address, telephone number, e-mail address, financial account number, or government-issued identifier (collectively, "PII") in connection with this Agreement. For the avoidance of doubt, LensAI does not provide PII in connection with the Program Materials.  

Confidentiality

  1. Each party undertakes to use Confidential Information only for the performance of its rights and obligations hereunder. The Parties undertake not to disclose Confidential Information. 
  2. The following information shall not be considered confidential:
  • the information which is or subsequently became publicly available without infringement of the Agreement by the Receiving Party;
  • the information which was legally obtained from the Third Party without restriction and without violation of this Agreement, and also without the non-disclosure obligations of the Receiving Party;
  • the information which cannot be attributed to the Confidential Information in accordance with applicable law;
  • the information which is published in the LensAI system when receiving or providing services in accordance with these Terms.
  1. When deleting the Publisher's account, LensAI shall also delete all personal data of the Publisher, except for the login and the statistics data.
  2. These Confidentiality Terms are valid for 5 years from the date of termination of this Agreement. 

Publicity Policy

Except as expressly permitted under the Agreement or in writing by LensAI, Client will not discuss or reference in any manner Client's relationship with LensAI under this Agreement in any manner in press releases, advertising, sales, or other promotional activities or statements. LensAI may withdraw any permission granted under this paragraph at any time. Client will not misrepresent or embellish the relationship between the parties in any way. Client may not use the LensAI Marks to disparage LensAI or the Ad Services or in a manner which LensAI determines may diminish or otherwise damage or tarnish LensAI's goodwill in the LensAI Marks. All goodwill arising from Client's use of the LensAI Marks will inure to Company's benefit. Any rights granted to Client in this policy will immediately and automatically terminate upon termination of the Agreement or  if Client does not comply with any term or condition of the Agreement.

Rights to Use Information

  1. The information obtained during the participation in the LensAI Ad Network is allowed to be used exclusively within LensAI Ad Network. Transfer thereof to third parties and use for other purposes is prohibited.
  2. LensAI Ad Network and the components thereof (products and applications) received as a result of LensAI technology analysis belong to LensAI in their entirety. 
  3. LensAI Ad Network and the components thereof (products and applications) are protected by all applicable legislation in the field of copyright and related rights.
  4. LensAI provides the Publishers with temporary, non-exclusive right to use the provided services and applications and the data contained therein exclusively within the framework of participation in LensAI Ad Network. In case of termination of the Agreement, this right loses its validity.
  5. Other ways of using information are prohibited. The Publisher is STRICTLY PROHIBITED to transfer wholly or partially the rights to use the services, applications and data granted to him/her to third parties, provide access to them, modify or otherwise process them, transfer them in other forms or create their own databases or information services based on them.
  6. In case of violation of these rights of use, LensAI reserves the right to use other remedies, except for the termination of the Agreement. If as the result of the Publisher's violations, a third person initiates an administrative or any other lawsuit against LensAI, all the litigation costs and other related costs shall be completely paid for by the Publisher at fault. 

Intellectual Property Rights

None of the Parties is entitled to any intellectual property rights as a result of ads served in LensAI Ad Network, each Party remains to be the sole holder of their intellectual property rights prior to this Agreement. LensAI shall remain the sole owner of data collected as a result of serving ads through its technology. Client acknowledges that LensAI has a right to use and disclose data received through LensAI services and software for business operational purposes if such use/disclosure of aggregated data does not directly serve to identify Client and/or Publisher's users, for testing, monitoring, maintaining and improving LensAI services, software and technology and other LensAI products or/and services, and if such disclosure is ordered to be delivered by the court decision or legislation with prior notification of the Client.  This Agreement includes a worldwide, sublicensable, royalty-free, transferable right to use, reproduce and distribute Client's trade name(s), trademark(s), and logo(s) in connection with the use, reproduction and distribution of Client's content and any other creative ad elements within entire LensAI system and in strict accordance with this Agreement.  LensAI may modify or discontinue (including by ceasing our distribution of or support for) any or all of the technologies/software at any time without notice, and Client is solely responsible at all times for backing up their data and ensuring that they are prepared to manage their business after any such modification or discontinuation.

Representations and Warranties

LensAI shall not provide any guarantees or terms, direct or implied, regarding any inquiries, including, without limitation any representation or warranty as to the rights infringement, features or efficiency of LensAI technology and LensAI Ad Network for any goals or any other service provided by this Agreement. Client represents and warrants to LensAI that: 
  • they are a business, they are duly organized, validly existing and in good standing under the laws of the country in which their business is registered;
  • they have all requisite right, power and authority to enter into this Agreement and perform their obligations (and they and Company both recognize their and Company's respective mutual authority to enter into this Agreement); 
  • they represent and warrant that they are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury's Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce's Entity List), the European Union or its member states, or other applicable government authority;
  • The content and ad products provided to LensAI are legal to use and distribute and do not violate the copyright, trademarks or other rights and laws, including intellectual property rights;
  • The Content provided to LensAI meets high standards and practices of Interactive Advertisement Regulations and is in compliance with all other applicable laws, regulations and practices in the industry; 
  • The content provided to LensAI is fully compliant with all applicable laws, regulations and standard advertising and marketing norms in any jurisdiction within which ads are displayed;
  • The content provided to LensAI does not contain hyperlinks to websites that display content deemed as inappropriate, discriminating, and violating all applicable laws. The Client will indemnify, defend and hold harmless LensAI (including its directors, employees, agents or contractors), from and against any claims, costs, damages, losses, liabilities and expenses (including legal fees) relating to any claims, actions, suits or proceedings by third parties against LensAI arising out of or related in any way to any breach by the Client of any of the warranties in this Agreement.

Beta Features Policy

LensAI Technology features identified as "Beta" or otherwise as being experimental or unsupported ("Beta Features") are provided "AS IS" and Client's use of them is at its option and risk. Unless LensAI agrees otherwise, Client may not disclose to any third party any information about Beta Features (including their existence or how to access them) and may not use Beta Features or any information about them for any purpose other than the specific purpose for which they are provided.

Liability and Limitations of Liability

To the maximum extent permitted by applicable law, in no event will LensAI be liable to client or any other person or entity for any indirect, consequential, special, incidental, exemplary, or punitive damages or any loss of goodwill, business interruption, lost profits or data, or computer failure or malfunction arising from or relating to this agreement or the software, or damage caused by insufficient availability or limited functionality of the internet, however caused and regardless of the theory of liability, even if lensai has been advised of the possibility of such damages. Further, our aggregate liability arising from or related to this agreement and the materials will not exceed one hundred U.S. Dollars ($100), regardless of the elected country.The liability is limited to the compensation of actual damage, which will be determined by the participants or by a court decision.The above limitations of liability do not apply in the case of mandatory legal liability and do not limit or exclude the LensAI liability in the event of harm to life or health. Client releases and will will indemnify, defend and hold harmless LensAI and its Affiliates, and their respective officers, directors, employees, and agents against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, reasonable attorneys' fees) arising from or related to:
  • Client's acts or omissions in connection with the LensAI software or this Agreement or;
  • Client's actual or alleged breach of representations, warranties or obligations set forth in this Agreement (each, a "Claim"). 
  • Client will not consent to the entry of a judgment or settle a Claim without our prior written consent, which may not be unreasonably withheld. Client will use counsel reasonably satisfactory to LensAI to defend each Claim. If LensAI reasonably determines that a Claim might adversely affect the Company,  LensAI may take control of the defense at Company's expense (and without limiting Client's indemnification obligations). Client's obligations under this Section are independent of their other obligations under the Agreement.

Termination and Changes to Terms

The term of this Agreement will start on the date of completed registration for or use of LensAI Technology, whichever occurs first, and continue until terminated by LensAI or Client as provided in this Agreement (the "Term"). LensAI may terminate or suspend this Agreement at any time, with or without cause, without advance notice to Client. LensAI may terminate this Agreement at any time, with or without cause, by the means then specified by LensAI. In the case of termination, Client must cease all use and destroy all copies of the LensAI Technology that are in their possession or control. For avoidance of doubt, the rights granted to Client in section "Rights and Liabilities" automatically terminate upon termination of this Agreement.LensAI may amend any of the terms and conditions contained in this Agreement (including any Policies) at any time and in sole discretion.  Notice of changes will be sent by an e-mail two weeks before their entry into force.  Any changes will be effective upon the posting of such changes on an LensAI site, and Client is responsible for reviewing these locations and informing themselves of all applicable changes or notices. Client's continued use of LensAI platform following changes to these Terms indicates Client's consent to those changes and willingness to assume the obligations specified in these Terms. Disagreement with the changes in the Terms entails the termination of this Agreement, as well as the termination of participation in LensAI Ad Network.

Notices

LensAI will send all notices and other communications regarding this Agreement to Clients at the e-mail address designated in their registration forms or by any other means then specified by LensAI. Client will ensure that all of their information is up to date and accurate at all times. Client must send all notices relating to this Agreement to LensAI by using the (if available) "Contact Us" form on the website.

Force Majeure

LensAI will not be liable for any delay or failure to perform any obligations under this Agreement by reasons, events or other matters beyond reasonable control.

Disclaimers

Any LensAI materials, including all technology, tools, services, software, functionality, materials, and information made available on or provided in connection with the lens AI software and/Or technology, are provided "as-is." Your use of the materials is at your own option and risk. To the maximum extent permitted by applicable law, we disclaim:
  • Any representations or warranties regarding this agreement or the materials, including any express or implied warranties of merchantability, warranties of fitness for a particular purpose, and warranties of non-infringement;
  • Any implied warranties arising out of course of dealing, course of performance or usage of trade;
  • Any obligation, liability, right, claim or remedy in tort, whether or not arising from our negligence. We do not warrant that the materials will meet your requirements, be available, secure, uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
To the maximum extent permitted by applicable law, we disclaim any guarantees about timing, positioning, adjacency, performance, quantity or quality (as applicable): placements, targeting, impressions, clicks, click rates, conversion rates, audience size, demographics or advertising costs.

Final Provisions

If certain provisions of these Terms become invalid in whole or in part, the validity of remaining terms shall not in any way be affected or impaired. The position that has become invalid is considered replaced by another one, the closest in meaning and scope.