Thanks for your interest in our advertising services (the "Services"). StreamHERO is building the streaming Advertising marketplace for brands and streamers (“Platform”). By using our Services, you agree to these Terms of Service (collectively, the "Terms"). Please read these Terms carefully.
As used in these Terms of Service, "you" or "publisher" means the individual or entity using the Services (and/or any individual, agent, employee, representative, network, parent, subsidiary, affiliate, successor, related entities, assigns, or all other individuals or entities acting on your behalf, at your direction, under your control, or under the direction or control of the same individual or entity who controls you). "We," "us" or "StreamHERO" means AdStream Corp, and the "parties" means you and StreamHERO.
Your use of the Services is subject to your creation and our approval of an StreamHERO Account (an "Account"). We have the right to refuse or limit your access to the Services. In order to verify your Account, from time-to-time we may ask for additional information from you, including, but not limited to, verification of your name, address, and other identifying information. By submitting an application to use the Services, if you are an individual, you represent that you are at least 18 years of age. You may only have one Account. If you (including those under your direction or control) create multiple Accounts, you will not be entitled to further payment from StreamHERO, and your Accounts will be subject to termination, pursuant to the provisions below.
You may use our Services only as permitted by StreamHERO Terms and any applicable laws. Don't misuse our Services. For example, don't interfere with our Services or try to access them using a method other than the interface and the instructions that we provide.
You may discontinue your use of any Service at any time by removing the relevant code from your Properties.
We are constantly changing and improving our Services. We may add or remove functionalities or features of the Services at any time, and we may suspend or stop a Service altogether.
We may modify the StreamHERO Terms at any time. We'll post any modifications to the Terms on this page and any modifications on respective pages.
Subject to this Section and Section 6 of the Terms, you will receive a payment related to the number of valid views on Advertising displayed on your streaming window, the number of valid impressions of Ads displayed on your Properties, or other valid events performed in connection with the display of Ads on your Properties, only if and when StreamHERO determines that your Properties have remained in compliance with the Terms for the entirety of the period for which payment is made and through to the date that the payment is issued.
If your Account is in good standing through to the time when StreamHERO issues you a payment, we will pay you by request following 14 days upon such request based on the balance reflected in your Account. If StreamHERO is investigating your compliance with the Terms or you have been suspended or terminated, your payment may be delayed or withheld. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your Account.
Payments will be calculated solely based on StreamHERO's accounting. All the amounts accrued and due to payment are available in your personal account on the Platform. By acceptance of these Terms you agree on the indisputability of the amounts due to payment. You also agree that the payment is calculated under the rates as previously agreed with You.
You acknowledge and agree that you are only entitled to payment for your use of the Services for which StreamHERO has been paid; if, for any reason, StreamHERO does not receive payment from a Brand or credits such payment back to a Brand, you are not entitled to be paid for any associated use of the Services. Additionally, if a Brand whose Advertising are displayed on any Property defaults on payment to StreamHERO, we may withhold payment or charge back your Account.
StreamHERO has the right to withhold or adjust payments to you to exclude any amounts StreamHERO determines arise from invalid activity. StreamHERO is entitled to write off the balance from your Account to “zero” in case the Account is deleted by Streamer and/or the Account is not active for more than 36 months.
In the event of payment over the threshold of USD 400 (four hundred US dollars) in the framework of one (1) calendar year, StreamHERO may require additional verification and submission of related information in accordance with the standards under applicable law.
StreamHERO may at any time, without providing a warning or prior notice, temporarily suspend further payments on your Account, suspend or terminate the participation of any Services, or suspend or terminate your Account because of, among other reasons, invalid activity or your failure to otherwise fully comply with the StreamHERO Terms and policies.
As between you and StreamHERO, StreamHERO is responsible for all taxes (if any) associated with the transactions between StreamHERO and Brands in connection with Advertising displayed on the Properties.You are responsible for all taxes (if any) associated with the Services, other than taxes based on StreamHERO's net income. All payments to you from StreamHERO in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted.
You authorize StreamHERO to periodically conduct tests that may affect your use of the Services. To ensure the timeliness and validity of test results, you authorize StreamHERO to conduct such tests without notice.
Other than as set out expressly in these Terms, neither party will acquire any right, title, or interest in any intellectual property rights belonging to the other party or to the other party's licensors.
We may include your name and Brand Features in our presentations, marketing materials, customer lists and financial reports.
You agree not to disclose StreamHERO Confidential Information without our prior written consent. "StreamHERO Confidential Information" includes: (a) all StreamHERO software, technology and documentation relating to the Services; (b) click-through rates or other statistics relating to Property performance as pertaining to the Services; (c) the existence of, information about, or the terms of, any non-public beta or experimental features in a Service; and (d) any other information made available by StreamHERO that is marked confidential or would normally be considered confidential under the circumstances in which it is presented. StreamHERO Confidential Information does not include information that you already knew prior to your use of the Services, that becomes public through no fault of yours, that was independently developed by you, or that was lawfully given to you by a third party. Notwithstanding this Section 10, you may accurately disclose the amount of StreamHERO's gross payments resulting from your use of the Services.
You agree to indemnify and defend StreamHERO, its affiliates, agents, and Brands from and against any and all third-party claims and liabilities arising out of or related to the Services, including any content that is not provided by StreamHERO; your use of the Services; or your breach of any term of the StreamHERO Terms. StreamHERO's Brands are third-party beneficiaries of this indemnity.
You represent and warrant that (i) you have full power and authority to enter into the StreamHERO Terms; (ii) you are the technical and editorial decision maker in relation to each Property on which the Services are implemented and you have control over the way in which the Services are implemented on each Property; (iii) StreamHERO has never previously terminated or otherwise disabled an StreamHERO Account created by you due to your breach of the StreamHERO Terms, including due to invalid activity; (iv) entering into or performing under the StreamHERO Terms will not violate any agreement you have with a third party or any third-party rights; and (v) all of the information provided by you to StreamHERO is correct and current.
TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED. WE EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS, AND/OR PROPRIETARY INTERESTS RELATING TO THE STREAMHERO TERMS, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE STREAMHERO TERMS FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND (ii) EACH PARTY'S AGGREGATE LIABILITY UNDER THE STREAMHERO TERMS IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY THAT PARTICULAR PARTY IN CONNECTION WITH THESE STREAMHERO TERMS DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into the StreamHERO Terms relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
Entire Agreement; Amendments. The StreamHERO Terms are our entire agreement relating to your use of the Services and supersede any prior or contemporaneous agreements on that subject. The StreamHERO Terms may be amended (i) in a writing signed by both parties that expressly states that it is amending the StreamHERO Terms, or (ii) as set forth in Section 4, if you keep using the Services after StreamHERO modifies the StreamHERO Terms.
Assignment. You may not assign or transfer any of your rights under the StreamHERO Terms. Independent Contractors. The parties are independent contractors and the StreamHERO Terms do not create an agency, partnership, or joint venture.
No Third-Party Beneficiaries. Other than as set forth in Section 12, the StreamHERO Terms do not create any third-party beneficiary rights.
No Waiver. Other than as set forth in Section 6, the failure of either party to enforce any provision of the StreamHERO Terms will not constitute a waiver.
Severability. If it turns out that a particular term of the StreamHERO Terms is not enforceable, the balance of the StreamHERO Terms will remain in full force and effect.
Survival. Sections 5, 6, 8, 12, 14, and 15 of these Terms of Service will survive termination.
Governing Law; Venue. All claims arising out of or relating to the StreamHERO Terms or the Services will be governed by California law, excluding California's conflict of laws rules, and will be litigated exclusively in the federal or state courts of Santa Monica, California, USA, and you and StreamHERO consent to personal jurisdiction in those courts.
Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, governmental action, and Internet disturbance) that was beyond the party's reasonable control.
Communications. In connection with your use of the Services, we may contact you regarding service announcements, administrative messages, and other information. You may opt out of some of those communications in your Account settings. For information about how to contact StreamHERO, please visit our website.
1. When you place an Order, you will tell us the type of advertising you want to buy, the amount you want to spend, and your bid. If we accept your Order, we will deliver your Advertising as inventory becomes available. When serving your ad, we use best efforts to deliver the Advertising to the audience you specify or to achieve the outcome you select, though we cannot guarantee in every instance that your ad will reach its intended target or achieve the outcome you select.
2. Your Advertising must comply with all applicable laws, regulations, and guidelines, and our policies. Failure to comply may result in a variety of consequences, including the cancellation of ads you have placed and termination of your account.
3. We may reject or remove any ad for any reason.
4. You will pay for your Orders in accordance with the following:
a. You will pay all amounts specified in each Order you place, along with any applicable taxes. The amount you owe for each Order will be calculated based on our tracking mechanisms.
b. You are responsible for maintaining the security of your advertising account, and you understand that you will be charged for any Orders placed on or through your advertising account.
c. If you are making direct debit payments, you agree that we can charge you any amount that falls within the range you agreed to upon signup. We will notify you in advance if any charge will exceed the agreed-upon range.
d. You can cancel an Order at any time, but your Advertising may run for 24 hours after you notify us, and you are still responsible for paying for all Advertising that run. However, your Advertising balance is not refundable and may be used for advertising on the Platform only.
StreamHERO is not a bank and does not offer banking services; accordingly, your Advertising balance does not earn interest, is not deemed to be deposit obligations, and is not insured by the federal or state institution, or any other entity or insurance scheme, whether governmental or private.
e. Brand may fall under one of two categories depending on your payment method: invoiced or non-invoiced client. Invoiced clients are those for whom StreamHERO sets a maximum spending limit and issues invoices on a periodic basis for payment in accordance with the applicable invoicing terms. Non-invoiced clients are those who must make payments at the time of purchase itself. In its sole discretion, StreamHERO may classify clients as invoiced clients based on factors such as ad spend and creditworthiness.
f. The amounts we charge you may be subject to and include applicable taxes and levies, including without limitation withholding taxes. You are responsible for bearing and remitting any taxes that apply to your transactions. You will indemnify and hold us harmless from and against any claim arising out of your failure to do so.
g. If your payment method fails or your account is past due, we may take additional steps to collect past due amounts. You will pay all expenses associated with such collection, including reasonable attorneys' fees. Past due amounts may accrue interest at 1% per month or the lawful maximum, whichever is less.
5. We will determine the size, placement, and positioning of your Advertising.
6. Scheduling of delivery is subject to availability and may not be continuous.
7. We do not guarantee the reach or performance that your Advertising will receive, such as the number of people who will see your Advertising or the number of clicks your Advertising will get.
8. We cannot control how clicks are generated on your Advertising. We have systems that attempt to detect and filter certain click activity, but we are not responsible for click fraud, technological issues, or other potentially invalid click activity that may affect the cost of running Advertising.
9. You will not issue any press release or make public statements about your relationship with StreamHERO without our prior written permission.
10. Prohibited Content: Illegal products or services, political content, discriminatory practices, tobacco products, drugs & drug-related products, weapons, adult content, sensational content, prohibited financial products and services.
11. We work constantly to improve our services and develop new features to make it better for you. As a result, we may need to update these Terms from time to time to accurately reflect our services. We will only make any changes if the provisions are no longer appropriate or if they are incomplete, and only if the changes are reasonable.
12. We work hard to provide the best services we can and to specify clear guidelines for everyone who uses them. Our services, however, are provided "as is," and we make no guarantees that they always will be safe, secure, or error-free, or that they will function without disruptions, delays, or imperfections. To the extent permitted by law, we also DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND NON-INFRINGEMENT.
13. We cannot predict when issues might arise with our services. Accordingly, our liability shall be limited to the fullest extent permitted by applicable law, and under no circumstance will we be liable to you for any lost profits, revenues, information, or data, or consequential, special, indirect, exemplary, punitive, or incidental damages arising out of or related to these Terms of Service for StreamHERO, even if we have been advised of the possibility of such damages.