Terms & Conditions EU

Effective as of April 30, 2019

Welcome to HEROW! HEROW is the augmented location company, a leader in location analytics and contextualized mobile engagement. The services outlined herein are provided by HEROW SAS registered under the number 484 786 249, and its parents, subsidiaries, and affiliates (collectively “HEROW”).

These Terms and Conditions (“Terms”) cover your use and access to the products and services provided by HEROW. In addition to these Terms, our Privacy Policy, available at

herow.io/privacy-policy explains how we collect and use your and your users’ information. The terms of the Privacy Policy are hereby incorporated by reference.

1. PURPOSE

The purpose of these Terms is to set forth the conditions under which Customers may use the Services. These Terms along with the Privacy Policy, and Order Form set forth the entire understanding of the parties with respect to use of the Services and supersede all prior or contemporaneous agreements, understandings, representations, and warranties with respect to use of the Services.

These Terms may be amended by HEROW from time to time in accordance with the terms below. Customer should review the Terms prior to using the Services. By using the Services, Customer acknowledges that the Services fulfill its requirements and needs and that it has received all necessary advice and information from HEROW when purchasing the Services.

2. TYPES OF CUSTOMERS TO WHOM THESE TERMS APPLY

These Terms will apply to Customers that receive a license to use the Services through one (or multiple) mobile application(s) they own and/or develop.

3. DEFINITIONS

“API” means application program interface, which is a set of routines, protocols, and tools for building software applications.

“Customer” means HEROW customers who receive a license to use the Services through one (or multiple) mobile application(s) they own and/or develop.

“Order Form” means any document setting forth the commercial conditions and scope of the contract as agreed between the two parties.

“Customer Content” means all works and materials including Customer Data uploaded to, stored on, processed using or transmitted via the Platform by or on behalf of the Customer or by any person or application or automated system using the Customer’s account; and otherwise provided by the Customer to HEROW in connection with this Agreement.

“Customer Data” means any electronic data and information uploaded by or for the Customer via the Services or collected and processed by or for the Customer using the Services. For the avoidance of doubt, this includes all information of the Customer’s customers or users of the Customer’s mobile app which relates to an identified or identifiable natural person or is protected as personal data or personally identifiable information under GDPR or other applicable data protection laws.

“Force Majeure Event” means any event which prevents a party from performing its obligations under this Agreement, or delays the performance of such obligations due to causes beyond that party’s reasonable control, including acts of God, war, riot, terrorism, embargoes, union disputes and strikes, acts of civil or military authorities, fire, floods, earthquakes or fuel crises, provided that such party gives prompt written notice thereof to the other party and uses its diligent efforts to resume performance.

“GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

“Platform” means a location intelligence and user engagement platform composed of different elements of software and services (e.g.  algorithms, code etc.). It allows collecting, storing and analyzing data from mobile devices and other data sources.

“SDK” means “Software Development Kit” and is a set of software development tools used to provide the Services. The SDK is made available to the Customer for installation in its mobile application(s).

“Services” means all services, products, and components thereof offered by HEROW.

4. HEROW’ OBLIGATIONS

HEROW shall use good faith effort to deliver the Services in accordance with the service levels set forth below.

License

Provided Customer has not materially breached these Terms, HEROW grants Customer  a non-transferable (except as expressly set forth herein), non-exclusive, worldwide, royalty free, and revocable license to Customers to use the Services, subject to the restrictions set forth in the Acceptable Use Policy, below, as well as any other restrictions set forth in these Terms and for a duration period, as set forth in the Order From.

Updates to the Services

HEROW reserves the right, in its sole discretion, to manage, update, change, modify, suspend, discontinue or upgrade part of or all of the Services at any time, to ensure optimum performance for all Customers, or for any other purpose.

HEROW shall, to the extent possible, inform the Customer within a reasonable timeframe about the nature and the duration any modification or upgrade, update, or other change made to the Services hereunder.

5. CUSTOMER’S RIGHTS AND OBLIGATIONS.

Acceptance of Terms

By using the Services (as such term is defined herein), The Customer agrees to be bound by these Terms and our Privacy Policy. If the Customer is using the Services for an organization, or any corporate or government entity, you are agreeing to these Terms on behalf of that organization or entity.

Username and Password

The Customer is responsible for managing and safeguarding its platform account credentials (login and password information). HEROW shall not be liable for any illicit or fraudulent use of the Customer’s account.

Mobile SDK Integration and API

The Customer agrees to use and integrate the Mobile SDK and/or API as specified in the Technical Guidelines that are provided by HEROW with the Mobile SDK for mobile application and with the API.

Customer Content Delivery

Customer Content shall be delivered on their mobile application via the Platform. For the avoidance of doubt, HEROW makes no guarantee to Customers that Customer Content shall appear at all times, as the appearance of   Customer Content via the Services may be affected by numerous factors, some of which are not directly controlled by HEROW.

Any and all disseminated Customer Content via the Services shall comply with the applicable restrictions on Customer Content as set forth herein (which shall include, for the avoidance of doubt, the Acceptable Use Policy).

6. CUSTOMER DATA

If HEROW processes any Customer Data on the Customer’s behalf when performing its obligations under this Agreement, the parties record their intention that the Customer shall be the data controller and HEROW shall be a data processor and in any such case:

The Customer shall own any and all Customer Data and shall be solely responsible for the accuracy and quality of any and all Customer Data and for establishing all terms and conditions applicable to the Customer’s own customers and/or mobile app users. The Customer shall ensure that the Customer is entitled to transfer the Customer Data to HEROW so that HEROW may lawfully use, process and transfer the Customer Data in accordance with this Agreement on the Customer’s behalf.The Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by GDPR and all other applicable data protection legislation. HEROW shall process the Customer Data only in accordance with the terms of this Agreement and any lawful documented instructions reasonably given by the Customer from time to time including with regard to transfers of Customer Data to a third country or an international organization, unless the laws of the state to which HEROW is subject require HEROW to process the data; in such a case, HEROW shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. Each party shall take appropriate technical and organizational measures in such a manner that processing will meet the requirements of GDPR and ensure the protection of the rights of the Customer’s customers or users. HEROW shall not engage another processor or sub-processor to process Customer Data without prior specific or general written authorization of the Customer. In the case of general written authorization, HEROW shall inform the Customer of any intended changes concerning the addition or replacement of other processors, thereby giving the Customer the opportunity to object to such changes. HEROW and Customer shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, in accordance with Article 32 of GDPR. HEROW shall ensure that persons authorized to process the Customer Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.At the choice of the Customer, HEROW shall delete or return all the Customer Data to the Customer after the end of the provision of Services relating to processing and delete all existing copies unless laws of the European Union and other applicable requires storage of the Customer Data. HEROW shall make available to the Customer all information necessary to demonstrate compliance with the obligations laid down for data processors under GDPR and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer. HEROW shall immediately inform the Customer if, in its opinion, an instruction infringes GDPR or other European Union or state data protection provisions.

The Customer hereby grants HEROW a non-exclusive, royalty-free, non- transferable worldwide license during the term to access and use Customer Data solely for the purpose of providing the Service and any applicable professional services in accordance with this Agreement.

The Customer grants to HEROW a worldwide, perpetual, irrevocable, royalty-free license to use, copy, modify, distribute, create derivative works of and otherwise exploit anonymous usage data derived from the Customer’s, and Platform Users’ use of the Service (Usage Data) as aggregated with usage data from HEROW’ other customers for its own business purposes such as support, operational planning, product innovation and sales and marketing of HEROW’ services. For purposes of clarification, such Usage Data may not include any data that could reasonably identify Customer or any particular customer or end-user of Customer and shall not be deemed Customer Data.

HEROW shall have the right (but not the obligation) in its sole discretion to refuse or remove any Customer Data that violates GDPR with regard to sensitive personal data or other data at HEROW’ discretion.

7. CUSTOMER CONTENT

The Customer grants to HEROW during the term of this Agreement, a non-exclusive license to store, copy and otherwise use the Customer Content on the Platform for the purposes of operating the Platform, providing the Services, fulfilling its other obligations under this Agreement, and exercising its rights under this Agreement.

Subject to Section 7 (a), all intellectual property rights in the Customer Content will remain, as between the parties, the property of the Customer.

The Customer warrants and represents to HEROW that the Customer Content, and their use by HEROW in accordance with the terms of this Agreement, will not:

Breach any laws, statutes, regulations or legally-binding codes;

Infringe any person’s intellectual property rights or other legal rights; or

Give rise to any cause of action against HEROW or the Customer or any third party, in each case in any jurisdiction and under any applicable law.

Where HEROW reasonably suspects that there has been a breach by the Customer of the provisions of this Section 7, HEROW may:

Delete or amend the relevant Customer Content; and/or,

Suspend any or all of the Services and/or the Customer’s access to the Platform while it investigates the matter.

Any breach by the Customer of this section will be deemed to be a material breach of this Agreement.

8. MODIFICATIONS TO THE SERVICES

Customer shall not modify the Services (whether by provision of Customer Content via the Services or otherwise), except as expressly permitted herein.  Customer shall be responsible for the results of any authorized or unauthorized modification of the Services, including modifications created by Customer’s broadcast or other dissemination of Customer Content through the Platform. HEROW shall not be liable for any failure of the Services resulting from Customer’s unauthorized modification or use of such Services

9. ACCEPTABLE USE POLICY

Customer shall use and access the Services responsibly. Accordingly, Customer’s license hereunder shall be conditioned upon Customer not doing, attempting to do, or encouraging any third party to attempt to do any of the following when accessing and using the Services:

Use the Services for any purpose which violates applicable laws.

Reverse engineer, decompile, modify, alter, tamper with, disassemble copy, translate, convert, apply any process to, or create any modifications, enhancements, or derivative work of any component of the Platform or the Services.

Services.

Probe, monitor, or otherwise test for vulnerabilities in any network used to provide the Services.

Introduce to the Services or any instrument thereof, any material, tangible or intangible, that contains software, viruses, or other computer codes, files or programs that are designed to disrupt, damage, limit, or interfere with the Services or any component thereof. For the avoidance of doubt, all activity that may be categorized as a precursor to any violation hereof (i.e. port scan, stealth scan, or other information gathering activity) shall also be prohibited.

Customer is prohibited from accessing illegally or without authorization computers, accounts or networks belonging to HEROW or to any other party. Any activity that might be used as a precursor to an attempted system penetration (i.e. port scan, stealth scan, or other information gathering activity) is also prohibited.

Breach or otherwise circumvent any security measures put in place by HEROW.

Use manual or automated software, devices, or other processes to “crawl” or “spider” the site or any features of the Services.

Modify, integrate, or incorporate any part of the Services into a product manufactured or sold by Customer, except with express written authorization of HEROW; provided however, that the delivery of Customer Content by Customer using the Services shall not constitute a violation hereof.

Distribute, disclose, publish, assign, share, lend, or otherwise allow use of the Services by any third party, except as expressly permitted by these Terms.

Transfer, rent, assign, sublicense, or allow the use of the Services.

Disseminate Customer Content which:

is defamatory, obscene, vulgar, pornographic, sexually explicit, abusive, or otherwise illegal;

is intended to threaten or abuse a particular person or class of persons;

Discriminates on the basis of, or is or may be offensive to persons of a particular race, religion, nationality, gender (including sexism), sexual preference, age, region, disability, etc.; or

Constitutes hate speech.

Violations of Acceptable Use Policy

HEROW reserves the right to monitor the Services for violations of the Acceptable Use Policy and to remove, block, or otherwise restrict the dissemination of Customer Content and Customer Data  which HEROW, in its sole discretion, deems to violate the Acceptable Use Policy. HEROW reserves the right to suspend or terminate the accounts of Customers that repeatedly violate the Acceptable Use Policy.

Violations of French Intellectual Property Code and Divertive of the Harmonization of Certain Aspects of Copyright and Related Rights in the Information Society (2001/29/EC)

HEROW takes copyright infringement very seriously. Accordingly, HEROW will remove and prevent from further dissemination any Customer Content that is in breach of copyrights or any other intellectual property tittle.

10. OWNERSHIP AND INTELLECTUAL PROPERTY

Ownership of Services, IP, and Data

The Services, including but not limited to the Platform, API, SDK and all documents, data, know-how, methodologies, software, and other materials developed or acquired by HEROW for performance of the Services are the sole and exclusive property of HEROW, and are protected by copyright, trademark, design and models, trade secret, patent, and other French laws and foreign laws. These terms do not grant Customer any right, title, and interest in and to the Services (except to the extent Customer is granted a license hereunder), or to any trademarks, logos, or other brand features which are part of the Services.

Ownership of Derivative Works

Customer accepts and agrees that any modifications, enhancements, or derivative works of the Services or any part thereof shall be the sole and exclusive property of HEROW (the “Derivatives”).  Customer hereby irrevocably assigns to HEROW all right, title, and interest, throughout the universe, in and to the Derivatives , including, without limitation, all intellectual property rights therein that may inure to Customer or that Customer is deemed to obtain pursuant to these Terms .

Ownership of Feedback and Suggestions

It is expressly understood, acknowledged and agreed that Customer may, but is not obliged to, provide HEROW with suggestions, comments and feedback regarding its products and services, including, but not limited to, usability, bug reports, new services, new business model and test results (collectively, “Feedback”). The parties agree that the Feedback shall be considered the property of, and may be used by, HEROW without any obligation to Customer.  Customer waives any right, title, and interest in and to such Feedback.

11. PURCHASING THE SERVICES.

In the event of a conflict between the Order Form and these Terms, the Order Form shall prevail

Payment Terms

The payment terms are set out in the Order Form and define the duration of the commercial relationship and associated billing that has been agreed between the two parties.

Late payments are subjected to late payment penalties fees calculated on the basis of the outstanding including taxes, multiplied by a rate corresponding to the rate applied by the European Central Bank to its most refinancing operation plus ten percent (10%).

Any payment delay of all or part of an amount, within the framework of this Agreement, at its due term, shall automatically entail, without prejudice to HEROW’ other rights and with a 3 days prior formal notice:

Immediate suspension of current Services until complete payment by the Client of all amounts due,

Invoicing of a late payment interest, for HEROW’ benefit, at the rate of 3 times (three times) the legal interest rate, calculated on the total of all amounts due by the Client.

HEROW reserves the right to collect taxes when HEROW, in its sole discretion, believe that applicable laws require it to do so.

12. TERM AND TERMINATION

The term of the Services shall be as set forth in the Order Form. If the term of the Services is not set forth in Order Form or if such Order Form is not executed, the term of the Services shall be one (1) year.

Either party may terminate the Services (i) if the other party materially breaches any of its duties or obligations hereunder and such breach is not cured within ninety (90) days following receipt by the breaching party of notice thereof; or (ii) upon the occurrence of a Force Majeure Event which prevents performance by a party for no less than ninety (90) days.

Either party may terminate the Services by providing thirty (30) days written notice prior to the end of the term or any renewal term period, as the case may be. Certain actions of Customer may give rise to irreparable harm and allow HEROW to terminate the Services immediately and without notice. Specifically, HEROW may immediately terminate the Services for (i) non-payment; (ii) violations of any use restrictions set forth herein, including, but not limited to, the Acceptable Use Policy; and (iii) any other Customer actions which HEROW, in its sole discretion, believes pose an immediate threat to the Services or the HEROW platform, servers, or to HEROW, including its reputation, integrity, and security.

Effect of Termination

Upon termination, Customer’s license to use the Services hereunder shall immediately cease and be of no further effect.

In the event that the Customer terminates Services prior to the end of the term, it is expressly understood, acknowledged and agreed that HEROW shall not reimburse any received payment.

Refunds

HEROW shall not issue refunds to Customers for sums already paid or due to HEROW. Notwithstanding the foregoing, HEROW reserves the right to issue refunds, provided that such refunds shall be made in the sole discretion of HEROW

13. SERVICE LEVELS AND SUPPORT.

HEROW uses virtualized and redundant physical servers and uses commercially reasonable efforts to ensure 99.8% Services availability per month. HEROW shall use commercially reasonable efforts to promptly reply to any Customer service request. Every system failure has a 4-hour repair time. The Customer agrees to notify HEROW in writing in the event of a SERVICE interruption within ten (10) business days of the event in order to review the event and decide on any action. The Customer waives the right to dispute any charges for the Service interruption after the expiration of the ten (10) business day period.

14. WARRANTIES.

Customer’s Warranties

The Services allow Customer to deliver Customer Content to their mobile application users via the Services.  Customer represents and warrants that such Customer Content (which may be accessible to the public, including any images, pictures, logos and names) shall not infringe on the intellectual property rights of others. Additionally, Customer shall comply with the terms of the Acceptable Use Policy.

Customer Content which it posts, disseminates, or otherwise directs via the Services, and for the use of the Customer Data which it gets from the Services and shall fully indemnify, defend and hold HEROW harmless from any liability and expenses in connection with any action brought by a third party relating to any Customer Content and Data.

The Customer represents and warrants that the Customer Content contains nothing that is defamatory or indecent.

The Customer represents and warrants that it is not aware of any circumstances likely to give rise to breach of any of the data protection rights of its customers in providing the Customer Content to HEROW for the purposes of this Agreement.

Disclaimer of Warranties

HEROW PROVIDES THE SERVICES AND ALL FEATURES AND COMPONENTS THEREOF ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONNNECTHINGS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, THAT THE Services OR ANY COMPONENTS THEREOF WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. SUCH DISCLAIMER SHALL INCLUDE WITHOUT LIMITATION, ANY WARRANTY OR REPRESENTATION THAT THE Services WILL PERFORM TO ANY PARTICULAR STANDARD OR BE FREE FROM BUGS, ERRORS OR REMAIN UNAFFECTED BY COMPUTER VIRUSES OR OTHER SIMILAR FEATURES AFFECTING PERFORMANCE OF THE Services. TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, HEROW MAKES NO WARRANTY, EXPRESS, IMPLIED, OR STATUTORY REGARDING THE SERVICES AND ANY OTHER SUBJECT MATTER OF THESE TERMS. BOTH CUSTOMER AND HEROW HEREBY DISCLAIM WARRANTY OR OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

15. INDEMNIFICATION.

Customer  shall indemnify, defend, and hold harmless HEROW from any and all claims, losses, damages, expenses and costs (including all reasonably incurred legal fees) arising out of or in connection with: (i) the Customer’s  (or any third party authorized by Customer) misuse of the Services; (ii) fault, negligence, or failure of the Customer (or any third party authorized by Customer) to perform the Customer’s responsibilities hereunder; (iii) claims against the Customer by any other party; (iv) Servicesprocessing of the Customer Content under this Agreement or (v) Customer’s uncured material breach of these Terms.

16. LIMITATION OF LIABILITY.

HEROW SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY USE OF THE SERVICES OR OTHERWISE, INCLUDING WITHOUT LIMITATION LOST PROFITS OR COST TO PROCURE SIMILAR GOODS OR SERVICES. HEROW SHALL NOT BE LIABLE TO ANY PARTY FOR FAILURE TO FULFIL ITS OBLIGATIONS HEREUNDER IF SUCH FAILURE IS IN ANY WAY DUE TO: (I) THE CUSTOMER’S (OR ANY THIRD PARTY AUTHORIZED BY CUSTOMER) MISUSE OF THE SERVICES, OR ANY COMPONENT THEREOF (II) THE CUSTOMER’S (OR ANY THIRD PARTY AUTHORIZED BY CUSTOMER) UNAUTHORIZED MODIFICATION OF IT’S THE SERVICES OR ANY COMPONENTS THEREOF; OR (III) ACTS BEYOND HEROW’ REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, FORCE MAJEURE EVENT.

17. RELIEF OF OBLIGATION TO PAY.

Customer acknowledges that nothing herein (except for a Force Majeure Event resulting in termination of the Services for a reason other than Customer’s non-payment, or an uncured material breach of these Terms  by HEROW which results in termination of the Services) shall relieve the Customer for its obligation to pay for the Services executed by HEROW.

18. CHOICE OF LAW.

The validity, performance, construction, regulation and interpretation of these Terms shall be governed under the laws of France. The parties hereby disclaim from application to these Terms of the United Nations Convention on Contracts for the International Sale of Goods. Information learned or exchanged related to or arising out of the dispute shall be treated as confidential information by both Parties.

19. CHOICE OF COMPETENT COURT.

Any dispute that might arise will be subject to the exclusive jurisdiction of the Commercial Court of Paris, France.

20. MISCELLANEOUS.

Publicity

Each Party hereby grants the other Party  the right to disclose that it is a partner of the other PARTY and the right to display the other Party’s  logo on its materials including, but not limited to, web site and literature; provided that either party may revoke the use of such intellectual property by providing written notice of such a decision at any time.

Waiver, Severability and Assignment

Any failure on the part of HEROW to enforce a provision under these Terms does not constitute a waiver of rights hereunder, including the right to take action at a later date. If any provision of these Terms is found unenforceable by any court or administrative body of competent jurisdiction, such provision shall be excluded from these Terms and the balance of this document shall be interpreted and enforced as if such provision were so excluded and shall be enforceable to the fullest extent permitted by law. Except as expressly permitted hereunder, Customer may not assign its rights under these Terms, and any such attempt shall be null and void. HEROW may assign any of its rights to its affiliates, subsidiaries, or its successor interest pursuant to any business associated with the Services.

Notices

By using the Services, Customer consents to HEROW providing it with email notices for any and all notices required under these Terms. Such notices shall be deemed received once they are sent. If Customer no longer consents to receive notification by email, it must stop using the Services.

Relationship of the Parties

HEROW is an independent contractor. There is no relationship of agency, partnership, joint venture, employment, or franchise between Customer and HEROW.  Customer and its agents shall not have the authority to bind HEROW in any way, or to incur any obligation on its behalf, except those obligations set forth in these Terms. These terms are for the benefit of the parties and are not intended to confer upon any person or entity any rights or remedies hereunder. Nothing in these Terms shall be deemed to create any agency or partnership.

Terms & Conditions US

Effective as of April 30, 2019

Welcome to HEROW! HEROW is the augmented location company, a leader in location analytics and contextualized mobile engagement. The services outlined herein are provided by HEROW Corporation, a Delaware corporation, and its parents, subsidiaries, and affiliates (collectively “HEROW”).

These Terms and Conditions (“Terms”) cover your use and access to the products and services provided by HEROW. In addition to these Terms, our Privacy Policy, available at
herow.io/privacy-policy explains how we collect and use your and your users’ information. The terms of the Privacy Policy are hereby incorporated by reference.

1. PURPOSE

The purpose of these Terms is to set forth the conditions under which Customers may use the Services. These Terms along with the Privacy Policy, and Order Form set forth the entire understanding of the parties with respect to use of the Services and supersede all prior or contemporaneous agreements, understandings, representations, and warranties with respect to use of the Services.

These Terms may be amended by HEROW from time to time in accordance with the terms below. Customer should review the Terms prior to using the Services. By using the Services, Customer acknowledges that the Services fulfill its requirements and needs and that it has received all necessary advice and information from HEROW when purchasing the Services.

2. TYPES OF CUSTOMERS TO WHOM THESE TERMS APPLY

These Terms will apply to Customers that receive a license to use the Services through one (or multiple) mobile application(s) they own and/or develop.

3. DEFINITIONS

  • API” means application program interface, which is a set of routines, protocols, and tools for building software applications.
  • “Customer” means HEROW customers who receive a license to use the Services through one (or multiple) mobile application(s) they own and/or develop.
  • “Order Form” means any document setting forth the commercial conditions and scope of the contract as agreed between the two parties.
  • “Customer Content” means all works and materials including Customer Data uploaded to, stored on, processed using or transmitted via the Platform by or on behalf of the Customer or by any person or application or automated system using the Customer’s account; and otherwise provided by the Customer to HEROW in connection with this Agreement.
  • Customer Data” means any electronic data and information uploaded by or for the Customer via the Services or collected and processed by or for the Customer using the Services. For the avoidance of doubt, this includes all information of the Customer’s customers or users of the Customer’s mobile app which relates to an identified or identifiable natural person or is protected as personal data or personally identifiable information under GDPR or other applicable data protection laws.
  • Force Majeure Event” means any event which prevents a party from performing its obligations under this Agreement, or delays the performance of such obligations due to causes beyond that party’s reasonable control, including acts of God, war, riot, terrorism, embargoes, union disputes and strikes, acts of civil or military authorities, fire, floods, earthquakes or fuel crises, provided that such party gives prompt written notice thereof to the other party and uses its diligent efforts to resume performance.
  • GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
  • Platform” means a location intelligence and user engagement platform composed of different elements of software and services (e.g.  algorithms, code etc.). It allows collecting, storing and analyzing data from mobile devices and other data sources.
  • “SDK” means “Software Development Kit” and is a set of software development tools used to provide the Services. The SDK is made available to the Customer for installation in its mobile application(s).
  • Services” means all services, products, and components thereof offered by HEROW .

4. HEROW’ OBLIGATIONS

HEROW shall use good faith effort to deliver the Services in accordance with the service levels set forth below.

License

Provided Customer has not materially breached these Terms, HEROW grants Customer  a non-transferable (except as expressly set forth herein), non-exclusive, worldwide, royalty free, and revocable license to Customers to use the Services, subject to the restrictions set forth in the Acceptable Use Policy, below, as well as any other restrictions set forth in these Terms and for a duration period, as set forth in the Order From.

Updates to the Services

HEROW reserves the right, in its sole discretion, to manage, update, change, modify, suspend, discontinue or upgrade part of or all of the Services at any time, to ensure optimum performance for all Customers, or for any other purpose.

HEROW shall, to the extent possible, inform the Customer within a reasonable timeframe about the nature and the duration any modification or upgrade, update, or other change made to the Services hereunder.

5. CUSTOMER’S RIGHTS AND OBLIGATIONS.

Acceptance of Terms

By using the Services (as such term is defined herein), The Customer agrees to be bound by these Terms and our Privacy Policy. If the Customer is using the Services for an organization, or any corporate or government entity, you are agreeing to these Terms on behalf of that organization or entity.

Username and Password

The Customer is responsible for managing and safeguarding its platform account credentials (login and password information). HEROW shall not be liable for any illicit or fraudulent use of the Customer’s account.

Mobile SDK Integration and API

The Customer agrees to use and integrate the Mobile SDK and/or API as specified in the Technical Guidelines that are provided by HEROW with the Mobile SDK for mobile application and with the API.

Customer Content Delivery

Customer Content shall be delivered on their mobile application via the Platform. For the avoidance of doubt, HEROW makes no guarantee to Customers that Customer Content shall appear at all times, as the appearance of   Customer Content via the Services may be affected by numerous factors, some of which are not directly controlled by HEROW.

Any and all disseminated Customer Content via the Services shall comply with the applicable restrictions on Customer Content as set forth herein (which shall include, for the avoidance of doubt, the Acceptable Use Policy).

6. CUSTOMER DATA

  1. If HEROW processes any Customer Data on the Customer’s behalf when performing its obligations under this Agreement, the parties record their intention that the Customer shall be the data controller and HEROW shall be a data processor and in any such case:
  1. The Customer shall own any and all Customer Data and shall be solely responsible for the accuracy and quality of any and all Customer Data and for establishing all terms and conditions applicable to the Customer’s own customers and/or mobile app users.The Customer shall ensure that the Customer is entitled to transfer the Customer Data to HEROW so that HEROW may lawfully use, process and transfer the Customer Data in accordance with this Agreement on the Customer’s behalf.The Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by GDPR and all other applicable data protection legislation. HEROW shall process the Customer Data  only in accordance with the terms of this Agreement and any lawful documented instructions reasonably given by the Customer from time to time including with regard to transfers of Customer Data  to a third country or an international organization, unless the laws of the state to which HEROW is subject require HEROW to process the data; in such a case, HEROW shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. Each party shall take appropriate technical and organizational measures in such a manner that processing will meet the requirements of GDPR and ensure the protection of the rights of the Customer’s customers or users. HEROW shall not engage another processor or sub-processor to process Customer Data without prior specific or general written authorization of the Customer. In the case of general written authorization, HEROW shall inform the Customer of any intended changes concerning the addition or replacement of other processors, thereby giving the Customer the opportunity to object to such changes. HEROW and Customer shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, in accordance with Article 32 of GDPR. HEROW shall ensure that persons authorized to process the Customer Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.At the choice of the Customer, HEROW shall delete or return all the Customer Data to the Customer after the end of the provision of Services relating to processing and delete all existing copies unless laws of the European Union and other applicable requires storage of the Customer Data. HEROW shall make available to the Customer all information necessary to demonstrate compliance with the obligations laid down for data processors under GDPR and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer. HEROW shall immediately inform the Customer if, in its opinion, an instruction infringes GDPR or other European Union or state data protection provisions.
  • The Customer hereby grants HEROW a non-exclusive, royalty-free, non- transferable worldwide license during the term to access and use Customer Data solely for the purpose of providing the Service and any applicable professional services in accordance with this Agreement.
  • The Customer grants to HEROW a worldwide, perpetual, irrevocable, royalty-free license to use, copy, modify, distribute, create derivative works of and otherwise exploit anonymous usage data derived from the Customer’s, and Platform Users’ use of the Service (Usage Data) as aggregated with usage data from HEROW’ other customers for its own business purposes such as support, operational planning, product innovation and sales and marketing of HEROW’ services. For purposes of clarification, such Usage Data may not include any data that could reasonably identify Customer or any particular customer or end-user of Customer and shall not be deemed Customer Data.
  • HEROW shall have the right (but not the obligation) in its sole discretion to refuse or remove any Customer Data that violates GDPR with regard to sensitive personal data or other data at HEROW’ discretion.

7. CUSTOMER CONTENT

  1. The Customer grants to HEROW during the term of this Agreement, a non-exclusive license to store, copy and otherwise use the Customer Content on the Platform for the purposes of operating the Platform, providing the Services, fulfilling its other obligations under this Agreement, and exercising its rights under this Agreement.
  • Subject to Section 7 (a), all intellectual property rights in the Customer Content will remain, as between the parties, the property of the Customer.
  • The Customer warrants and represents to HEROW that the Customer Content, and their use by HEROW in accordance with the terms of this Agreement, will not:
  1. Breach any laws, statutes, regulations or legally-binding codes;Infringe any person’s intellectual property rights or other legal rights; orGive rise to any cause of action against HEROW or the Customer or any third party, in each case in any jurisdiction and under any applicable law.
  • Where HEROW reasonably suspects that there has been a breach by the Customer of the provisions of this Section 7, HEROW may:
  1. Delete or amend the relevant Customer Content; and/or,Suspend any or all of the Services and/or the Customer’s access to the Platform while it investigates the matter.
  • Any breach by the Customer of this section will be deemed to be a material breach of this Agreement.

8. MODIFICATIONS TO THE SERVICES

Customer shall not modify the Services (whether by provision of Customer Content via the Services or otherwise), except as expressly permitted herein.  Customer shall be responsible for the results of any authorized or unauthorized modification of the Services, including modifications created by Customer’s broadcast or other dissemination of Customer Content through the Platform. HEROW shall not be liable for any failure of the Services resulting from Customer’s unauthorized modification or use of such Services

9. ACCEPTABLE USE POLICY

Customer shall use and access the Services responsibly. Accordingly, Customer’s license hereunder shall be conditioned upon Customer not doing, attempting to do, or encouraging any third party to attempt to do any of the following when accessing and using the Services:

  1. Use the Services for any purpose which violates applicable laws.
  • Reverse engineer, decompile, modify, alter, tamper with, disassemble copy, translate, convert, apply any process to, or create any modifications, enhancements, or derivative work of any component of the Platform or the Services.
  • Services.
  • Probe, monitor, or otherwise test for vulnerabilities in any network used to provide the Services.
  • Introduce to the Services or any instrument thereof, any material, tangible or intangible, that contains software, viruses, or other computer codes, files or programs that are designed to disrupt, damage, limit, or interfere with the Services or any component thereof. For the avoidance of doubt, all activity that may be categorized as a precursor to any violation hereof (i.e. port scan, stealth scan, or other information gathering activity) shall also be prohibited.
  • Customer is prohibited from accessing illegally or without authorization computers, accounts or networks belonging to HEROW or to any other party. Any activity that might be used as a precursor to an attempted system penetration (i.e. port scan, stealth scan, or other information gathering activity) is also prohibited.
  • Breach or otherwise circumvent any security measures put in place by HEROW.
  • Use manual or automated software, devices, or other processes to “crawl” or “spider” the site or any features of the Services.
  1. Modify, integrate, or incorporate any part of the Services into a product manufactured or sold by Customer, except with express written authorization of HEROW; provided however, that the delivery of Customer Content by Customer using the Services shall not constitute a violation hereof.
  • Distribute, disclose, publish, assign, share, lend, or otherwise allow use of the Services by any third party, except as expressly permitted by these Terms.
  • Transfer, rent, assign, sublicense, or allow the use of the Services.
  • Disseminate Customer Content which:
  1. is defamatory, obscene, vulgar, pornographic, sexually explicit, abusive, or otherwise illegal;
  2. is intended to threaten or abuse a particular person or class of persons;
  3. Discriminates on the basis of, or is or may be offensive to persons of a particular race, religion, nationality, gender (including sexism), sexual preference, age, region, disability, etc.; or
  4. Constitutes hate speech.

Violations of Acceptable Use Policy

HEROW reserves the right to monitor the Services for violations of the Acceptable Use Policy and to remove, block, or otherwise restrict the dissemination of Customer Content and Customer Data  which HEROW, in its sole discretion, deems to violate the Acceptable Use Policy. HEROW reserves the right to suspend or terminate the accounts of Customers that repeatedly violate the Acceptable Use Policy.

Violations of French Intellectual Property Code and Divertive of the Harmonization of Certain Aspects of Copyright and Related Rights in the Information Society (2001/29/EC)

HEROW takes copyright infringement very seriously. Accordingly, HEROW will remove and prevent from further dissemination any Customer Content that is in breach of copyrights or any other intellectual property tittle.

10. OWNERSHIP AND INTELLECTUAL PROPERTY

Ownership of Services, IP, and Data

The Services, including but not limited to the Platform, API, SDK and all documents, data, know-how, methodologies, software, and other materials developed or acquired by HEROW for performance of the Services are the sole and exclusive property of HEROW, and are protected by copyright, trademark, design and models, trade secret, patent, and other U.S. and foreign laws. These terms do not grant Customer any right, title, and interest in and to the Services (except to the extent Customer is granted a license hereunder), or to any trademarks, logos, or other brand features which are part of the Services.

Ownership of Derivative Works

Customer accepts and agrees that any modifications, enhancements, or derivative works of the Services or any part thereof shall be the sole and exclusive property of HEROW (the “Derivatives”).  Customer hereby irrevocably assigns to HEROW all right, title, and interest, throughout the universe, in and to the Derivatives , including, without limitation, all intellectual property rights therein that may inure to Customer or that Customer is deemed to obtain pursuant to these Terms.

Ownership of Feedback and Suggestions

It is expressly understood, acknowledged and agreed that Customer may, but is not obliged to, provide HEROW with suggestions, comments and feedback regarding its products and services, including, but not limited to, usability, bug reports, new services, new business model and test results (collectively, “Feedback”). The parties agree that the Feedback shall be considered the property of, and may be used by, HEROW without any obligation to Customer.  Customer waives any right, title, and interest in and to such Feedback.

11. PURCHASING THE SERVICES.

In the event of a conflict between the Order Form and these Terms, the Order Form shall prevail

Payment Terms

The payment terms are set out in the Order Form and define the duration of the commercial relationship and associated billing that has been agreed between the two parties.

Late payments are subjected to late payment penalties fees calculated on the basis of the outstanding including taxes, multiplied by a rate corresponding to the rate applied by the European Central Bank to its most refinancing operation plus ten percent (10%).

Any payment delay of all or part of an amount, within the framework of this Agreement, at its due term, shall automatically entail, without prejudice to HEROW’ other rights and with a 3 days prior formal notice:

  • Immediate suspension of current Services until complete payment by the Client of all amounts due,
  • Invoicing of a late payment interest, for HEROW’ benefit, at the rate of 3 times (three times) the legal interest rate, calculated on the total of all amounts due by the Client.

HEROW reserves the right to collect taxes when HEROW, in its sole discretion, believe that applicable laws require it to do so.

12. TERM AND TERMINATION

The term of the Services shall be as set forth in the Order Form. If the term of the Services is not set forth in Order Form or if such Order Form is not executed, the term of the Services shall be one (1) year.

Either party may terminate the Services (i) if the other party materially breaches any of its duties or obligations hereunder and such breach is not cured within ninety (90) days following receipt by the breaching party of notice thereof; or (ii) upon the occurrence of a Force Majeure Event which prevents performance by a party for no less than ninety (90) days.

Either party may terminate the Services by providing thirty (30) days written notice prior to the end of the term or any renewal term period, as the case may be. Certain actions of Customer may give rise to irreparable harm and allow HEROW to terminate the Services immediately and without notice. Specifically, HEROW may immediately terminate the Services for (i) non-payment; (ii) violations of any use restrictions set forth herein, including, but not limited to, the Acceptable Use Policy; and (iii) any other Customer actions which HEROW, in its sole discretion, believes pose an immediate threat to the Services or the HEROW platform, servers, or to HEROW, including its reputation, integrity, and security.

Effect of Termination

Upon termination, Customer’s license to use the Services hereunder shall immediately cease and be of no further effect.

In the event that the Customer terminates Services prior to the end of the term, it is expressly understood, acknowledged and agreed that HEROW shall not reimburse any received payment.

Refunds

HEROW shall not issue refunds to Customers for sums already paid or due to HEROW. Notwithstanding the foregoing, HEROW reserves the right to issue refunds, provided that such refunds shall be made in the sole discretion of HEROW

13. SERVICE LEVELS AND SUPPORT.

HEROW uses virtualized and redundant physical servers and uses commercially reasonable efforts to ensure 99.8% Services availability per month. HEROW shall use commercially reasonable efforts to promptly reply to any Customer service request. Every system failure has a 4-hour repair time. The Customer agrees to notify HEROW in writing in the event of a SERVICE interruption within ten (10) business days of the event in order to review the event and decide on any action. The Customer waives the right to dispute any charges for the Service interruption after the expiration of the ten (10) business day period.

14. WARRANTIES.

Customer’s Warranties

  1. The Services allow Customer to deliver Customer Content to their mobile application users via the Services.  Customer represents and warrants that such Customer Content (which may be accessible to the public, including any images, pictures, logos and names) shall not infringe on the intellectual property rights of others. Additionally, Customer shall comply with the terms of the Acceptable Use Policy.
  • The Customer represents and warrants that the Customer Content contains nothing that is defamatory or indecent.
  • The Customer represents and warrants that it is not aware of any circumstances likely to give rise to breach of any of the data protection rights of its customers in providing the Customer Content to HEROW for the purposes of this Agreement.

Disclaimer of Warranties

HEROW PROVIDES THE SERVICES AND ALL FEATURES AND COMPONENTS THEREOF ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONNNECTHINGS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, THAT THE Services OR ANY COMPONENTS THEREOF WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. SUCH DISCLAIMER SHALL INCLUDE WITHOUT LIMITATION, ANY WARRANTY OR REPRESENTATION THAT THE SERVICES WILL PERFORM TO ANY PARTICULAR STANDARD OR BE FREE FROM BUGS, ERRORS OR REMAIN UNAFFECTED BY COMPUTER VIRUSES OR OTHER SIMILAR FEATURES AFFECTING PERFORMANCE OF THE Services. TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, HEROW MAKES NO WARRANTY, EXPRESS, IMPLIED, OR STATUTORY REGARDING THE SERVICES AND ANY OTHER SUBJECT MATTER OF THESE TERMS. BOTH CUSTOMER AND HEROW HEREBY DISCLAIM WARRANTY OR OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Money Damages Sufficient

The Customer expressly agrees that money damages are sufficient compensation for any harm suffered in accordance with these Terms.  Accordingly, the Customer expressly disclaims any right to non-monetary relief, including, but not limited to, equitable or injunctive relief, in connection with any dispute arising from these Terms.  The foregoing shall not in any way limit any rights or remedies, including, but not limited to, equitable or injunctive relief, which HEROW may have in connection with any dispute arising under these Terms.

15. INDEMNIFICATION.

Customer shall indemnify, defend, and hold harmless HEROW from any and all claims, losses, damages, expenses and costs (including all reasonably incurred legal fees) arising out of or in connection with: (i) the Customer’s  (or any third party authorized by Customer) misuse of the Services; (ii) fault, negligence, or failure of the Customer (or any third party authorized by Customer) to perform the Customer’s responsibilities hereunder; (iii) claims against the Customer by any other party; (iv) Servicesprocessing of the Customer Content under this Agreement or (v) Customer’s uncured material breach of these Terms.

16. LIMITATION OF LIABILITY.

HEROW SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY USE OF THE SERVICES OR OTHERWISE, INCLUDING WITHOUT LIMITATION LOST PROFITS OR COST TO PROCURE SIMILAR GOODS OR SERVICES. HEROW SHALL NOT BE LIABLE TO ANY PARTY FOR FAILURE TO FULFIL ITS OBLIGATIONS HEREUNDER IF SUCH FAILURE IS IN ANY WAY DUE TO: (I) THE CUSTOMER’S (OR ANY THIRD PARTY AUTHORIZED BY CUSTOMER) MISUSE OF THE SERVICES, OR ANY COMPONENT THEREOF (II) THE CUSTOMER’S (OR ANY THIRD PARTY AUTHORIZED BY CUSTOMER) UNAUTHORIZED MODIFICATION OF IT’S THE SERVICES OR ANY COMPONENTS THEREOF; OR (III) ACTS BEYOND HEROW’ REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, FORCE MAJEURE EVENT.

17. RELIEF OF OBLIGATION TO PAY.

Customer acknowledges that nothing herein (except for a Force Majeure Event resulting in termination of the Services for a reason other than Customer’s non-payment, or an uncured material breach of these Terms by HEROW which results in termination of the Services) shall relieve the Customer for its obligation to pay for the Services executed by HEROW.

18. RESOLVING DISPUTES

Initial Dispute Resolution

HEROW aims to address all Customer concerns without the need for formal legal proceedings.  Before filing a claim against HEROW, Customer agrees to attempt to resolve the dispute informally by contacting HEROW at contact@herow.io. HEROW will try to resolve the dispute informally by contacting Customer via email. If a dispute is not resolved within ninety (90) days of submission, either party may begin formal legal action, subject to these Terms.

Mandatory Arbitration

Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in New York County, New York, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.

Choice of Law.

The validity, performance, construction, regulation and interpretation of these Terms shall be governed under the laws of the State of New York. The parties hereby disclaim from application to these Terms of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Information learned or exchanged related to or arising out of the dispute shall be treated as confidential information by both Parties.

19. MISCELLANEOUS.

Publicity

Each Party hereby grants the other Party  the right to disclose that it is a partner of the other PARTY and the right to display the other Party’s  logo on its materials including, but not limited to, web site and literature; provided that either party may revoke the use of such intellectual property by providing written notice of such a decision at any time.

Waiver, Severability and Assignment

Any failure on the part of HEROW to enforce a provision under these Terms does not constitute a waiver of rights hereunder, including the right to take action at a later date. If any provision of these Terms is found unenforceable by any court or administrative body of competent jurisdiction, such provision shall be excluded from these Terms and the balance of this document shall be interpreted and enforced as if such provision were so excluded and shall be enforceable to the fullest extent permitted by law. Except as expressly permitted hereunder, Customer may not assign its rights under these Terms, and any such attempt shall be null and void. HEROW may assign any of its rights to its affiliates, subsidiaries, or its successor interest pursuant to any business associated with the Services.

Notices

By using the Services, Customer consents to HEROW providing it with email notices for any and all notices required under these Terms. Such notices shall be deemed received once they are sent. If Customer no longer consents to receive notification by email, it must stop using the Services.

Relationship of the Parties

HEROW is an independent contractor. There is no relationship of agency, partnership, joint venture, employment, or franchise between Customer and HEROW.  Customer and its agents shall not have the authority to bind HEROW in any way, or to incur any obligation on its behalf, except those obligations set forth in these Terms. These terms are for the benefit of the parties and are not intended to confer upon any person or entity any rights or remedies hereunder. Nothing in these Terms shall be deemed to create any agency or partnership.

Privacy Policy

Effective as of April 30, 2019

HEROW Corporation, and its parents and affiliates (collectively “HEROW”, “we”, “us”, or “our”), are committed to keeping any and all personal information collected from individuals that visit our website and who use our products, software and services (collectively, “Services”) confidential, secure and private.

By accessing and using our website and Services, you (“you” or “your”) acknowledge and agree that you accept the policies set forth in this Privacy Policy (the “Privacy Policy”) as a condition of your use of our Services.

If your use of the Services is through or on behalf of an organization or corporate entity, you are agreeing to accept the policies set forth in this Privacy Policy on behalf of such organization or entity, and are representing to us that you are authorized to do so.

HEROW is the “data controller” with respect to other information collected and used as described in this Privacy Policy. This Privacy Policy describes our privacy practices regarding the collection, use, and disclosure of your information through HEROW’s websites.

For the avoidance of doubt, for the purposes of this Privacy Policy, a “Customer” is an entity which has executed an agreement with HEROW. If you are an end user who uses a solution integrating the HEROW SDK (“End User(s)“), please note that the Customer is the responsible party for obtaining the required consents and complying with any applicable laws or regulations. Therefore, HEROW is a “data processor” with respect to any personal data it processes in the context of providing the Services to HEROW Customers.

This Privacy Policy shall be equally applicable to parties that contract with us to deliver advertisements and other information to third parties via our Services (“Customers”), as well as those third parties that receive such advertisements or other information from Customers via the Services (“End Users”).

For the avoidance of doubt, the term “Content” as used herein shall mean any and all content furnished by any Customers and deployed via mobile applications to an End User. Where this Privacy Policy refers to “you” rather than to Customers or End Users, that provision shall be deemed to refer collectively to both Customers and End User.

We greatly respect your privacy, which is why we make every effort to provide a platform that would live up to the highest of user privacy standards. Please read this Privacy Policy carefully, so you can fully understand our practices in relation to Personal Data.

“Personal Data” or “Personal Information” means any information that can be used, alone or together with other data, to uniquely identify any living human being. Please note that this is a master privacy policy and some of its provisions only apply to individuals in certain jurisdiction.

WHAT INFORMATION WE COLLECT,  WHY WE COLLECT IT AND HOW WE USE IT
HEROW AS A DATA CONTROLLER > CUSTOMER INFORMATION

We collect and use the following information from Customers to provide, improve and protect our Services; We may collect certain information that Customers specifically and intentionally provide to us.

For example, when a Customer places an order with us, we may collect personal information about you such as the name of your business entity, a contact email address and phone number, and physical address.

When a Customer voluntarily consents to receive our newsletter, we may collect personal information to deliver the newsletter to the Customer. Additionally, as part of our Services, you will have the ability to upload, store and share certain files with us, along with data and information related to them.

We may also collect financial information that you choose to share with us, such as your business entity’s credit or debit card number, billing address, and other billing information. Other unique information that we may collect includes product and service preferences, and contact preferences.

To the extent that an individual, and not a business entity, is a Customer, we may collect all of the belowinformation about the individual Customers, as well as your age, sex, educational and employment background.

To the extent that the Customer is a business entity, the data above may be provided to HEROW by a designated entity within your company (such as a member of your Purchasing/IT/Facility Management department).

For the avoidance of doubt, all information collected from a Customer hereunder shall be known as “Customer Information.”

WHEN YOU BROWSE OR VISIT OUR HEROW WEBSITES

SPECIFIC PERSONAL DATA WE COLLECT

  • Cookies, analytic tools and log files
  • We collect information such as your computer browser information, IP address, operating system, date/time stamps, click stream data and type of mobile device
  • For more information regarding cookies, please read our “Cookie policy”

WHY IS THE PERSONAL DATA COLLECTED AND FOR WHAT?

  • This data may enable HEROW to figure out how often visitors use parts of the Services.
  • This data helps us determine customer service and Website needs, as well as for internal analytics on visitors’ demographics, interests, and behavior to better understand, protect, and serve users and our community.
  • HEROW may use this data in aggregate form, that is, as a statistical measure, but not in a manner that would identify you personally.
  • HEROW analyzes your use of the Website with third party software that allows us to monitor and record visitors’ navigation and usage activities in order to better customize and improve our Website, Services and other products.

LEGAL BASIS (FOR GDPR)

  • Consent
  • Legitimate interests

THIRD PARTIES WITH WHOM WE SHARE YOUR PERSONAL DATA

3rd party platforms for the following purposes:

  • Analytics tools
  • CRM and marketing automation platforms

CONSEQUENCES OF NOT PROVIDING THE PERSONAL DATA

HEROW team can not determine if the information provided on our websites is of value to our visitors.

WHEN YOU CONTACT HEROW (CUSTOMER SUPPORT, HELP, CONTACT US, SUBMIT A REQUEST …)

SPECIFIC PERSONAL DATA WE COLLECT

  • Full name
  • Email address
  • Company name/App name
  • Attachments
  • Any other information that you decide to provide us

WHY IS THE PERSONAL DATA COLLECTED AND FOR WHAT?

HEROW Team needs this data:

  • To process and answer questions in order to provide support (problems solving, bugs or issues)
  • To customize your experience
  • To schedule a demo
  • To send marketing communications

LEGAL BASIS (FOR GDPR)

  • Legitimate interest > HEROW Team responds to a query sent by you
  • Processing is necessary for the performance of a contract to which the data subject is party or in order to take steps at the request of the data subject prior to entering into a contract

THIRD PARTIES WITH WHOM WE SHARE YOUR PERSONAL DATA

3rd party platforms such for the following purposes:

  • Marketing communications
  • Logging and following support activity

CONSEQUENCES OF NOT PROVIDING THE PERSONAL DATA

HEROW Team:

  • Can’t assist you and respond your query
  • Can’t provide support
  • Can’t customize your experience

WHEN HEROW PROCESS YOUR JOB APPLICATION

SPECIFIC PERSONAL DATA WE COLLECT

  • Full name
  • Email address
  • Phone number
  • CV and cover letter
  • Any other data you decide to provide

WHY IS THE PERSONAL DATA COLLECTED AND FOR WHAT?

HEROW Team needs this data:

  • To process your job application
  • To assess the candidate

LEGAL BASIS (FOR GDPR)

  • Legitimate interest > HEROW Team needs to assess you as a candidate
  • Processing is necessary for the performance of a contract to which the data subject is party or in order to take steps at the request of the data subject prior to entering into a contract

THIRD PARTIES WITH WHOM WE SHARE YOUR PERSONAL DATA

3rd party platform for the following purposes:

  • Storage, hosting / file management systems

CONSEQUENCES OF NOT PROVIDING THE PERSONAL DATA

HEROW Team:

  • Can’t process your job application
  • Can’t assess your suitability as a candidate

WHEN YOU CREATE YOUR HEROW ACCOUNT AS A USER

SPECIFIC PERSONAL DATA WE COLLECT

  • Email address
  • Password
  • IP address
  • Geolocation information that is used to confirm compliance with Export Control regulations
  • Country
  • Company name

WHY IS THE PERSONAL DATA COLLECTED AND FOR WHAT?

HEROW Team needs this data:

  • To identify the user and offer secure services
  • To create the account
  • To provide access to HEROW services
  • To enable to add HEROW’s functionalities to customer product or service
  • To provide customer with integration and other support assistance
  • To connect the user with a sales person and / or a customer success manager regarding the HEROW product capabilities
  • To customize the content user see

LEGAL BASIS (FOR GDPR)

  • Legitimate interest > You need to create your account to use HEROW
  • Processing is necessary for the performance of a contract to which the data subject is party or in order to take steps at the request of the data subject prior to entering into a contract

THIRD PARTIES WITH WHOM WE SHARE YOUR PERSONAL DATA

3rd party platforms for the following purposes:

  • Hosting companies such as Google Cloud Platform
  • CRM and marketing automation platforms

CONSEQUENCES OF NOT PROVIDING THE PERSONAL DATA

HEROW Team:

  • Can’t identify the user, offer secure services and for contact details
  • Can’t create your account
  • Can’t provide you access to our services
  • Can’t enable you to add HEROW’s functionalities to your product or service
  • Can’t provide you with integration and other support assistance
  • Can’t connect you with a sales person and / or a customer success manager regarding the HEROW product capabilities
  • Can’t customize the content you see

WHEN YOU PROVIDE HEROW PERSONAL DATA FOR MARKETING PURPOSES (ATTENDING AN EVENT, FILING A FORM ON THE WEBSITE, CONTACTING ON SOCIAL MEDIA ..)

SPECIFIC PERSONAL DATA WE COLLECT

  • Full name
  • Email address
  • Company name
  • Position
  • Phone number
  • Address

WHY IS THE PERSONAL DATA COLLECTED AND FOR WHAT?

HEROW Team needs this data:

  • To establish a business connection
  • To send newsletters or other marketing communications
  • To respond to requests and to provide ongoing communication with potential customers who have requested information and for direct marketing.

LEGAL BASIS (FOR GDPR)

  • Depending on the context, legitimate interest or consent.
  • Third parties with whom we share your personal data
  • 3rd party platforms for the following purposes:
  • Analytics tools
  • CRM and marketing automation platforms

CONSEQUENCES OF NOT PROVIDING THE PERSONAL DATA

HEROW Team:

  • Can’t establish a business connection
  • Can’t send you marketing communications

WHEN HEROW TEAM USE THE PERSONAL DATA OF ITS SERVICE PROVIDERS / SUPPLIERS

SPECIFIC PERSONAL DATA WE COLLECT

  • Full name
  • Email address
  • Company name
  • Phone number
  • Address
  • Any other information that you decide to provide us

WHY IS THE PERSONAL DATA COLLECTED AND FOR WHAT?

HEROW Team needs this data:

  • To contact our service providers / suppliers
  • To perform the applicable agreement

LEGAL BASIS (FOR GDPR)

  • Legitimate interest > HEROW needs data to perform the contract or send contract-related communications
  • Processing is necessary for the performance of a contract to which the data subject is party or in order to take steps at the request of the data subject prior to entering into a contract.

THIRD PARTIES WITH WHOM WE SHARE YOUR PERSONAL DATA

3rd party platforms for the following purposes:

  • Storage, hosting / file management systems
  • Bookkeeping platform

CONSEQUENCES OF NOT PROVIDING THE PERSONAL DATA

HEROW Team:

  • Can’t contact its service providers
  • Can’t perform the agreement

WHEN HEROW TEAM USE THE PERSONAL DATA OF ITS CUSTOMERS

SPECIFIC PERSONAL DATA WE COLLECT

  • Full name
  • Email address
  • Company name
  • Position
  • Phone number

WHY IS THE PERSONAL DATA COLLECTED AND FOR WHAT?

HEROW Team needs this data:

  • To provide its products and services
  • To perform the applicable agreement
  • To communicate with its customers/clients
  • To send marketing communications

LEGAL BASIS (FOR GDPR)

  • Legitimate interest > HEROW need to send you contract-related communications
  • Processing is necessary for the performance of a contract to which the data subject is party or in order to take steps at the request of the data subject prior to entering into a contract
  • Compliance with a legal obligation

THIRD PARTIES WITH WHOM WE SHARE YOUR PERSONAL DATA

3rd party platforms such as for the following purposes:

  • CRM and marketing automation platforms
  • Storage, hosting / file management systems
  • Bookkeeping platform

CONSEQUENCES OF NOT PROVIDING THE PERSONAL DATA

HEROW Team:

  • Can’t provide the services and\or our products
  • Can’t perform the agreement
  • Can’t communicate with you
  • Can’t send you marketing communications
HEROW AS A “DATA PROCESSOR” > END USER INFORMATION

We may collect certain information that End Users specifically and intentionally provide to us. We collect certain information about End Users when such End Users use the Services using HEROW.

HEROW relies on unique mobile device identifier to collect information about an End User’s location (which includes, without limitation, the End User’s geographical location), the time of day and the device the End User is using to access the Services, the End User’s Internet protocol address, browser type, language, and metrics regarding the End User’s behavior with respect to certain pieces of Content.

For the avoidance of doubt, all information collected from End Users hereunder shall be “End User Information”. HEROW may use the End User Information as set forth herein.

End Users that do not wish to be identified may disable location services of their mobile device or disallow permission to access location for the mobile application installed with HEROW’s SDK. However, this may cause the Services to function improperly or prevent the End User from accessing the Services.

DATA COLLECTED ABOUT END USERS THROUGH HEROW’S SDK

SPECIFIC PERSONAL DATA WE COLLECT

  • Device id (iOS)
  • Android id (Android)
  • Location data
  • Wifi mac address
  • Device sensors data

WHY IS THE PERSONAL DATA COLLECTED AND FOR WHAT?

HEROW needs this data to provide the services to its  Customers

PLEASE NOTE THAT IF YOU ARE AN INDIVIDUAL END USER, IT’S OUR CUSTOMER WHICH IS LEGALLY RESPONSIBLE FOR THE COLLECTION, TRANSFER AND USE OF YOUR PERSONAL DATA.

HEROW IS PROVIDING A SERVICE ON BEHALF OF THE CUSTOMER, SO YOU SHOULD CONTACT THE CUSTOMER FOR ANY PRIVACY-RELATED QUESTIONS.

THIRD PARTIES WITH WHOM WE SHARE YOUR PERSONAL DATA

3rd party platforms such as for the following purposes:

  • Hosting companies
  • Companies performing services on our behalf
  • HEROWS’s Customer who is the Data Controller of the information.

CONSEQUENCES OF NOT PROVIDING THE PERSONAL DATA

HEROW’s Customer will not be able to provide the entire HEROW personalization capabilities to the End User.

DATA ANALYSIS

Raw data from the various data channels, including the iOS or Android channels listed above, is uploaded from an End User’s phone over a secured connection to our servers that analyze the data and identify metrics and contextual information.

HEROW system is able to analyze the raw data gathered and identify real-time situations, and compose behavioral segments.

We may implement analytics programs to track End User engagement with Content. These analytics programs may collect certain information about End Users. We will use such information in accordance with this Privacy Policy, but make no representations or warranties as to the use of this information by our analytics service providers.

HEROW’s Customers are able to consume the data generated by HEROW in three predominant ways:

  • Analytical dashboards – HEROW analytical dashboards showing aggregated data about End Users’ real-world behavior and how they interact with the customer’s application in their real lives.
  • Notification scheduling – Thanks to HEROW, our customers can send notifications to their end-users in a perfect context : at the good location and at the good moment.
  • Insights from the data analysis are sent to the customers via APIs or through integrations with MEPs and CRMs, allowing them to deliver contextually-relevant, real-time interactions and personalized customer experiences, at scale.

OTHER DATA USAGE

We use aggregated data over several End Users to improve our algorithms, measure service usage, publish summaries online or offline, and to develop new features such as recognizing popular activity routes, areas, and places.

We will not display or otherwise disclose information where individual End Users can be recognized.

Furthermore, our developer team needs to occasionally review raw data and the results for recognized activities/routes/places to improve the system. If this review is necessary, they will only see the unique identifier number with the data.

HOW LONG HEROW KEEP YOUR INFORMATION

When we act as a Data Processor for our Customers we will delete all personal information that it has received from its Customers. In general, we retain personal information for as long as we have an ongoing business need to retain it. Following that period, we will delete it.

When we act as a Data Controller, HEROW will retain Information pertaining to you until we no longer need the information for the purposes described in this Privacy Policy. In the event an End User has requested to delete their data, all personal data will either be deleted or depersonalized.

Please note that we will retain it for a longer or shorter period in accordance with data retention laws. We have an internal data retention policy to ensure that we do not retain your personal data perpetually.

We will retain information collected for direct marketing purposes for a period of three years from their date of collection or our last contact with you, and information collected for performance of our contractual obligations for a period of five years following the end of the commercial relationship. In some circumstances we may store your Personal Information for longer periods of time, for example (i) where we are required to do so in accordance with legal, regulatory, tax, or accounting requirements, or (ii) for us to have an accurate record of your dealings with us in the event of any complaints or challenges, or (iii) if we reasonably believe there is a prospect of litigation relating to your Personal Information or dealings.

If you want to receive more information regarding our data retention practices, please make your request by contacting us to dpo@herow.io.

PERSONAL INFORMATION OF CHILDREN

We do not and will not knowingly allow anyone under 13 years of age to provide us any personal identifying information.

Users of the services will be deemed to have full control over their products and user accounts, and must ensure that no children under the age of 13 use our services in any manner which would provide us or any third party with any personal information of a child.

If we learn that we have collected personal information from a child under age 13, we will delete that information as quickly as possible.

If you believe that we might have any personal information about a child under age 13, please contact us dpo@herow.io.

ACCESS TO AND CONTROL OF PERSONAL INFORMATION

Customers can access, review and/or update their user profile and settings by sending mail to dpo@herow.io. It will allow the Customers to modify, update, or restrict access to certain information.

THIRD PARTY ACCESS TO YOUR INFORMATION

Throughout the course of our provision of our Service to you, we may delegate our authority to collect, access, use, and disseminate your information. For example, our web host stores the information that you provide us through the website, and we may hire outside contractors to perform maintenance or assist us in securing our website.

It is therefore necessary that you grant the third parties we may use in the course of our business the same rights that you afford us under this Privacy Policy. For this reason, you hereby agree that for every authorization which you grant to us in this Privacy Policy, you also grant to any third party that we may hire, contract, or otherwise retain the services of for the purpose of operating, maintaining, repairing, or otherwise improving or preserving our SDK, website or its underlying files or systems.

You agree not to hold us liable for the actions of any of these third parties, even if we would normally be held vicariously liable for their actions, and that you must take legal action against them directly should they commit any tort or other actionable wrong against you. Without limiting the generality of the foregoing, you authorize us to collect, share, store, distribute, exchange, analyze, and otherwise use Customer Information in conjunction with the following:

  • To provide Customer Information or End User Information to trusted third parties to help us provide, operate, maintain and improve the Services.
  • To use Customer Information or End User Information to help personalize or improve the Customer’s experience using Services.
  • To use Customer Information to process transactions and assist you in completing a transaction or order.
  • To use Customer Information to keep Customers appraised of HEROW’s latest product announcements, software updates, and upcoming events – however, you can opt out of receiving these messages at any time by updating your profile.
  • To release certain information to our attorneys, accountants and professional advisors in order to help us comply with applicable laws, and to third parties as we deem necessary to enforce our website policies, or protect our rights, property, or safety, and/or the rights, property or safety of others.
  • If HEROW’s sale of all or substantially all of its assets, all information collected hereunder may be transferred as part of such transaction. In such an event, we will notify you of any such transaction, and explain your options.
  • To provide you with the Services, we may store, process and transmit information in locations around the world – including those outside your country. Information may also be stored locally on the devices you or End Users use to access the Services.

CONTENT AND THIRD PARTY WEBSITES

The Services allow certain Customers to deliver certain Content to End Users via mobile applications. Such Content may link to the websites, applications, products, and services of third parties (which third parties may or may not be Customers).

HEROW is not responsible for the practices employed by third party websites linked to or provided through the Services, the Content, or for any information contained therein. Please note that once you leave any website, mobile application, or other instrumentality of the Services, our Privacy Policy is no longer in effect.

End User browsing and interaction with any third party or Customers website, product, or service, including those to which End Users arrive at via Content is subject to that third party’s own rules and policies. Please be sure to read over those rules and policies before proceeding. Additionally, End Users shall be responsible for anything published or shared through such third party websites, and HEROW is not responsible for anything contained therein.

We expect our Customers to use our Services responsibly, and deliver appropriate Content. Accordingly, Content posted by Customers is subject to our Acceptable Use Policy and other content restrictions. If you are an End User and you see any Content which you believe violates this Acceptable Use Policy, please contact us immediately. Notwithstanding the foregoing, HEROW disclaims any responsibility to End Users for Content posted, transmitted, or otherwise disseminated by Customers via the Services.

SECURITY

HEROW uses reasonable security controls to protect your data and information from loss, misuse, unauthorized access, disclosure, alteration and destruction.

The personal information you provide us is stored on computer systems located in controlled facilities which have limited access, and only carefully selected, authorized personnel have access to unencrypted user information.

When collecting or transferring sensitive information such as credit card information, we use a variety of additional security technologies and procedures to help protect your personal information from unauthorized access, use, or disclosure.

When we transmit sensitive information over the internet, we protect it through the use of advanced encryption techniques, such as the Secure Socket Layer (SSL) protocol, and firewall.

Additionally, as part of real-time payment processing, HEROW may subscribe to fraud management services. These services provide HEROW with an extra level of security to guard against credit card fraud and to protect your financial data. Despite these precautions, no security safeguards guarantee 100% security all of the time, and no guarantees are made with respect to the same.

USERS FROM THE EUROPEAN ECONOMIC AREA

LEGAL BASIS FOR PROCESSING.

If you are an individual in the European Economic Area (EEA), we collect and process information about you only where we have legal bases for doing so under applicable European Union laws. The legal bases depend on how you use the website or the Services and you will find them in our “WHAT INFORMATION WE COLLECT / WHY WE COLLECT IT / AND HOW WE USE IT” section above.

HOW TO ACCESS OR CONTROL YOUR INFORMATION

The General Data Protection Directive (GDPR) provides individuals in the EEA certain rights with respect to their information.

These include the right to request a copy of your information, to object to our use of your information (including for marketing purposes), to request the deletion or restriction of your information, or to request your information in a structured, electronic format.  You can exercise these rights by contacting us at dpo@herow.io.

The GDPR provides that we may limit or deny your requests in certain cases. For example, if fulfilling your request would reveal information about another person, or if you ask to delete information which we have compelling legitimate interests to keep, including as required by law.  You may have the right to complain to a data protection authority in the country where you live, where you work or where you feel your rights were infringed if you have concerns about your rights.

CCPA – YOUR CALIFORNIA PRIVACY RIGHTS (FOR CALIFORNIA RESIDENTS ONLY)

HEROW do not sell any user information to third party. HEROW customers are the only legitimate owners of their users’ data.

Section 1798.83 of the California Civil Code requires select businesses to disclose policies relating to the sharing of certain categories of customers’ personal information with third parties. These businesses are required to accept requests for disclosures of these policies from customers but are only required to honor one request per calendar year.

Businesses have thirty (30) days to respond to each inquiry to the designated address. Each inquiring customer will receive an explanation of the categories of customer information shared and the names and addresses of any third-party businesses.

In limited circumstances, customers’ failure to submit requests in the manner specified will not require a response from the business.

If you are a California resident, you may request such information from us by sending a letter to the address listed below.

In your letter, please provide your name, address and email address, as well as a request that we provide such information to you, by using the following or similar language, “I request that HEROW provide its third-party information sharing disclosures required by section 1798.83 of the California Civil Code.”

HEROW CORPORATION
188 GRAND STREET
NEW YORK, NY 10013
UNITED STATES
Attn: DPO

OUR CALIFORNIA “DO NOT TRACK” NOTICE

HEROW does not track consumers across third party websites and therefore do not respond to Do Not Track signals.

HEROW also do not use third parties to collect personally identifiable information about an individual consumer’s online activities across different websites when a consumer uses the HEROW Services.

ENFORCEMENT AND DISPUTE RESOLUTION

If you have any questions, complaints or disputes regarding the manner in which we use or protect your information, please contact us using dpo@herow.io. We will investigate and attempt to resolve any complaints and disputes in a reasonable time and in a manner that complies with the principles described in this Policy.

We want to address your concerns without a formal legal claim. Before filing a claim against us, you agree to try to resolve the dispute informally by contacting us in accordance with this Privacy Policy. We’ll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within ninety (90) days of submission, either you or HEROW may begin formal legal action, subject to the terms of this Privacy Policy.

The validity, performance, construction, regulation and interpretation of this Privacy Policy shall be governed under the laws of France using the French language.

Any dispute that might arise will be subject to the exclusive jurisdiction of the Court of Paris.

CHANGES TO THIS POLICY

This Privacy Policy is effective as of the effective date provided above. We reserve the right to amend and revise our Privacy Policy at any time, with or without notice. For example, we may amend or revise our Privacy Policy to comply with local, state, or Federal laws or to accommodate changes in technology, or to accommodate the needs of our users.

This Privacy Policy may therefore be amended from time to time, consistent with applicable data protection and privacy laws and principles. If we make any material changes to this Privacy Policy, we will post a notice on our website for 30 days from the date of any such material changes.

Last update : 2020/02/07

CONTACTING US

Any questions or complaints about this Privacy Policy should be addressed to dpo@herow.io

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