Back to the agreement Center  |  Version en français

The below terms and conditions apply to the use and access of the Platform (defined below) in addition to the Subscription Agreement terms and conditions. All capitalized terms hereunder shall have the same definition as ascribed to them in the Subscription Agreement unless specifically defined herein.

1. DEFINITION

For the purposes of these Terms of Use:

• “Ad” or “Ads” means the advertisements, creatives and placement created by the Advertiser using the Platform.
• “Ad Campaign”means an advertising campaign defined as per the Advertiser’s Specifications and submitted to the Client using the Platform for execution.
• “Advertiser“ means a third-party individual or entity, acting for his or her own account or on behalf of another person or entity, and registered as user of the Platform able to use and access the same along with the associated Features (as defined below) made available by M32 from time to time.
• “Advertiser Account” means a unique account created by an Advertiser to use and access the Platform along with the associated Features. An Advertiser shall have a unique username and password associated to the Advertiser Account.
• “Content” means all texts, graphics, videos, pictures and all other information and/or material used by the Advertiser in creating Ads and Ad Campaign Specifications using the Platform.
• “Features”means any features offered by the Platform, including the ability to create Ads, submit Orders, define Ad Campaigns, define campaign Specifications and/or any other feature provided by the Platform.
• “Feedback” means feedback, ideas or suggestions regarding the attributes, performance or features of the Platform.
• “Orders” mean an Ad Campaign along with Specifications submitted by the Advertiser to the Client using the Platform.
• “Platform”means M32’s online self-service advertising platform offered to the Client as a “Self-Service Module” to the Application allowing an Advertiser to submit an Order for an Ad Campaign. M32’s Platform serves as a tool enabling the Advertiser to create Ads, place an Order for the execution of Ad Campaigns directly with the Client on its Digital Properties based on the Specifications.
• “Specifications”means the details relating to an Advertiser’s Ad Campaign including the creative image, advertisement text, advertisement total budget, Ad Campaign start date or any other information relevant for the Client ads.
• “Terms of Use” (also referred as “Terms”) mean these Terms of Use applicable to an Advertiser to use and access Features of Platform allowing it to create an Advertiser Account, create an Ad Campaign and submit an Order to the Client for execution. The Terms of Use terms and conditions is accessible at the following link: 

  https://m32connect.com/privacy-consent-management/m32-ad-center-terms-of-use/

• “Transaction” means any and all Client-approved Order in accordance with the Specifications submitted by the Advertiser through the Platform for the execution of one or more Ad Campaign(s) by the Client and resulting in fees payable and/or charged to the Advertiser.
• “Third-party Material”means any services or content (including data, images, graphics, information, products or services) provided by a third-party that may be displayed, used, accessed through the Platform and/or uploaded by the Advertiser to the Platform.
• “Website”” refers to M32’s website accessible from https://m32connect.com.

2. THE PLATFORM

The Platform is an online tool allowing the Client to directly transact with an Advertiser, accept advertisement Orders based on the Advertiser defined Specifications and execute the relevant Ads and/or Ad Campaigns on its Digital Properties. The Client recognizes and acknowledges that M32 is not a party to the transaction between the Advertiser and the Client. The Platform provides the Client the capability to directly receive, execute Ad Campaigns from an Advertiser and transact with the same. Similarly, by creating an Advertiser Account, the Advertiser has the capabilities of submitting Orders directly to the Client and/or any other publisher who has acquired license to the Platform. The Client recognizes that the same Advertiser may submit advertisement Orders to the Client or any publisher part of the M32 network of publishers.

3. ADVERTISER TERMS OF USE

The Advertiser’s use and access of the Advertiser Account and the Platform is conditioned upon the Advertiser’s acceptance of M32’s Platform Terms of Use. An Advertiser may create an Advertiser Account and, subject to the Platform Terms of Use, use the Features made available by M32 from time to time. The Client acknowledges and recognizes that the Advertiser must comply with the Platform Terms of Use as an essential condition to use and access the Platform and associated Features, failure of which M32 may suspend and/or terminate the Advertiser Account. The Terms of Use are hereby incorporated herein by reference and shall form part of the present Agreement with the Client with the necessary adaptations. If the Advertiser disagrees the Terms of Use then the Advertiser may not use and access the Platform and the Client ability to transact with the Advertiser will be suspended and/or terminated. The Client recognizes that M32 shall not submit any Orders to the Client without the Advertiser’s express consent for the submission of such Order and relevant Advertiser Information. The Advertiser must be over the age of 18. The Client recognizes that M32 does not verify the Advertiser’s identify, the accuracy, completeness and correctness of the information provided, legality of the Ads, Ad Campaign Specifications or any images, material or Third-Party Material used.

4. PLATFORM LICENSE

Subject to the terms and conditions of this Agreement, M32 hereby grants to the Client a limited, non-exclusive, revocable, non-transferable, non-sublicensable right to use and access the Platform during the Subscription Term as outlined in the associated Order Form, including its associated Documentation, the whole solely in connection with the Client’s internal business operations and scope of use as outlined in the Order Form (“Platform License”). The Client is not authorized to sub-license, sell, transfer or assign any rights related to the Application to any third-party. For greater certainty, the Client’s Affiliates are authorized to use the Platform provided the Client ensures they are bound by the terms and conditions of the present Agreement.

5. PLATFORM LICENSE CONDITIONS

The Platform License is subject to the following license conditions: (1) the Client shall implement, adopt and maintain an up-to-date consent management platform (“CMP”) during the Term of Platform License in compliance with any applicable laws, (2) the Client shall implement, adopt and maintain an up-to-date advertisement terms and conditions, privacy policy or any other terms and conditions applicable to the Order, execution of Ad Campaigns on the Client’s Digital Properties and governing its direct relationship with the Advertiser (“Advertisement Terms”), and (3) the Client shall provide M32 with an up-to-date Advertisement Terms, in PDF format or any other format determined by M32, that Advertisers must agree to when submitting an Order through the Platform. The Client acknowledges that it is directly transacting with the Advertiser and M32 shall strictly provide the Client with the logistics to have the Advertiser provide its required disclosures and have the Advertiser accept its Advertisement Terms prior to submitting an Order through the Platform.

For greater certainty, M32’s Platform Terms of Use shall govern the Advertiser’s use and access of the Advertiser Account whereas the Client’s advertisement terms and conditions shall govern the Client’s receipt of an Order through the Platform, receipt and management of the Advertiser information, execution of the Ads and/or Ad Campaigns, Ad Campaign payment processing and/or any other terms and conditions governing the advertisement transaction between the Advertiser and the Client. M32 shall not be bound by any terms and conditions not expressly outlined in its Platform Terms of Use nor shall the Client modify, alter or impose terms and conditions conflicting with the Terms of Use. The Client is the sole party responsible for its advertisement terms and conditions governing its relationship with the Advertiser. M32 does not assume any responsibility, direct or indirect or of any kind, with regards to the Order, Client’s advertisement terms and conditions, Ad Campaign, Client’s transaction with the Advertiser or any other aspect governing the Advertiser’s relationship with the Client.

The Client shall present, display and refer to the Platform as “Ad Center” or “Centre Publicitaire” on its Digital Properties. The Client shall adhere to M32’s Platform branding guidelines during the Term as shall be communicated by M32 to the Client from time to time.

6. SUBSCRIPTION FEES

The Client shall pay the Subscription Fee to use, access and implement the Platform onto its Digital Properties in accordance with the associated Order Form.

7. ADVERTISER ACCOUNTS

When creating an Advertiser Account, the Advertiser shall provide M32 certain identification information, without limitation, the Advertiser’s name, email, phone number, address and/or other information required to use and access the Platform (“Advertiser Information”). The Client acknowledges that M32 does not verify the accuracy, completeness and/or correctness of the Advertiser Information. M32 shall be responsible to protect and safeguard the Advertiser Information to the extent it is related to the use and access of the Platform.

When submitting an Order through the Platform, the Advertiser shall submit the Advertiser Information along with any other information relevant to the Order and the execution of the Ad Campaign by the Client, namely, the Advertiser Account, Advertiser Identification information, Order, Specifications, Ad Campaigns and/or any other information made available by the Advertiser to the Client through the Platform. The Client is responsible to safeguard and protect any and all information submitted by the Advertiser through the Platform in regards to an Order, Ad Campaign, payment processing, execution of Ad Campaign on the Digital Properties and/or any other services rendered by the Client to the Advertiser. The Advertiser shall submit Orders to the Client based on the Client’s Advertisement Terms.

The Client shall notify M32 immediately upon becoming aware of any breach of security or unauthorized use of the Advertiser Account. M32 reserves the right to suspend and/or terminate any Advertiser Account if activities occur which constitutes or may constitute a violation of the Terms of Use or of any applicable local or international laws, rules or regulations.

8. ADVERTISER INFORMATION

M32 shall maintain record of the Advertiser Information along with the Advertiser Account details and activity to the extent required by law along with its record-keeping and/or archiving purposes. M32 shall take the necessary organizational and technical measures to ensure that the Advertiser’s Information is safeguarded and limit its use strictly for the purpose of backup, archiving and record-keeping purpose.

The Client is responsible to ensure that the use, processing and storage of the Advertiser Information is in compliance with applicable laws. The Client shall ensure to provide the Advertiser with the required legal disclosures and/or notifications to comply with the applicable laws to use, process and/or store the Advertiser information. The Client shall take any and all technical and organizational measures to protect and safeguard the Advertiser Information and limit its use strictly for the purposes for which the Advertiser Information was obtained. The Client shall provide the necessary disclosures as may be required with respect to the collection, use and processing of the Advertiser Information prior to the submission of an Order through the Platform, including with third parties such as M32. M32 shall provide the capability to the Client to provide the necessary disclosure to the Advertiser along with its Advertisement Terms prior to the submission of an Order through the Platform.

9. ADVERTISER ORDER

An Advertiser may submit an Order to the Client using the Platform for the execution of Ad Campaigns. The Client recognizes that M32 is not a party to any potential transaction between the Advertiser and the Client and shall not have any responsibility in respect thereof. Furthermore, M32 does not verify the legality and/or conformity of the Order, Ads, Ad Campaign and/or Specifications nor monitors the Advertiser’s compliance with applicable laws. The Platform provides the Client the capability to directly transact with the Advertiser for the execution of Ad Campaigns on its Digital Properties based on defined Specifications.

Upon submission of an Order by the Advertiser, the Client may approve or reject the same. In the event the Order is approved, the Client shall execute the Ad Campaign in accordance with Specifications, its policies and procedures and in a manner that it determines in its sole discretion. In the event the Client rejects the Order, the Advertiser shall receive a notification of the Order rejection.

The Client is solely responsible to handle the Advertiser Order, define the charges on the Advertiser’s credit card and execute any and all obligations it may have agreed to execute with the Advertiser. The Client hereby releases and discharges M32 from any and all liability, loss, damages, claims or lawsuits with respect to the performance and/or non-performance of an Order, sums charged or owing by the Advertiser and/or any other obligations between the Advertiser and the Client.

Notwithstanding the foregoing, M32 may suspend and/or terminate an Advertiser Account for certain reasons including, but not limited to (1) the violation of M32’s Terms of Use, (2) any other commercially reasonable grounds, (3) unauthorized use of the Advertiser Account, (4) illegal use of the Advertiser Account, (5) violation of the applicable laws, (6) disruption of M32’s network, systems and Platform, and (7) possible security exposure as solely determined by M32.

10. ADVERTISER PAYMENTS

The Client is responsible for all transactions, fees or charges posted on the Advertiser’s credit card and shall process such payments through its payment processing portal accessible through the Platform. M32 does not have access to an Advertiser payment information and shall not be liable in any way for the processing of an Advertiser payment, refunds, errors, invoicing, promotional codes, credits, discounts or other. The Client shall indemnify and release M32 from any and all liability relating to Orders executed by Client and not charged to the Advertiser and/or any unexecuted Order. The Client is responsible communicate with the Advertiser for any inquiries related to the payment for the execution of an Order, refunds, promotional codes, credits, discounts or invoicing errors or other errors resulting therefrom. The Client shall indemnify and hold M32 harmless from any liability, claims, damages, liabilities, costs and fees (including reasonable legal fees) relating to an Order, Ads, Ad Campaign, and/or its delivery or lack thereof it may assert or asserted by an Advertiser. For the sake of clarity this includes any claims related to loss of business opportunities for the Advertiser.

11. ADVERTISER CONTENT

The Platform includes capabilities for uploading, posting, linking and communicating and otherwise creating Ads, Ad Campaign, Ad Specifications and/or creatives for the purpose of running an Ad Campaign. M32 does not monitor the Content used by the Advertiser to create Ads or Ad Campaigns nor does M32 monitor the Ads created or Ad Campaign Specifications submitted by the Advertiser to the Client using the Platform. M32 assumes no responsibility of any kind towards the Client for the Ads or Ad Campaigns created by the Advertiser and submitted to the Client using the Platform. M32 does not make any representations to the Client as to the Advertiser’s right in using the Content, its non-infringement with third party’s rights, any national or international legislation or any third party rights. M32 makes no representation or warranty as to the accuracy, timeliness, quality, completeness, suitability or reliability of any information or material used, accessed or generated through the Platform. No information obtained using the Platform shall create any warranty if not expressly stated herein.

12. ADVERTISER CONTENT BACKUP

M32 performs regular backup of the Content and Advertiser Information in accordance with its data backup policy. M32 does not guarantee there will be no loss or corruption of data. Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed. M32 will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. The Client acknowledges that the M32 has no liability related to the integrity of Content or the failure to successfully restore Content for an Advertiser to a usable state.

13. PROHIBITED USE

M32 is not responsible for the Advertiser Content. The Client expressly understand and agree that the Advertiser is responsible for the Content and for all activity that occurs under the Advertiser Account, whether done so by Advertiser or any third person using the Advertiser Account.

The Client agrees not to allow the use of the Platform for posting, transmitting or otherwise distributing illegal or other inappropriate material. The Client agrees not to allow Advertiser to defame, abuse, harass, threaten or otherwise violate the legal rights of others, including M32; not publish, post or in any other way express any topic, material or information that is inappropriate, defamatory, infringing, obscene, pornographic, racist, terrorist, politically slanted, indecent or unlawful; not contribute to destructive activities such as dissemination of viruses, spam or any other activity that might harm M32, the Platform or its systems in any way.

The Client shall not allow the Advertiser to transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:

• Unlawful or promoting unlawful activity.
• Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
• Spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
• Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
• Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
• Impersonating any person or entity including the Company and its employees or representatives.
• Violating the privacy of any third person.
• False information and features.
• Consumer laws.
• Child protection laws particularly aimed at children under the age of thirteen.
• Data protection and privacy laws.
• Laws relating to politically driven advertisements or any other applicable laws.

UNAUTHORIZED USE, COPYING, REPRODUCTION, MODIFICATION, PUBLICATION, REPUBLICATION, UPLOADING, FRAMING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING ADVERTISER CONTENT EXCEPT TO COMPLY WITH THE LAW OR ANY OTHER MISUSE OF THE PLATFORM IS STRICTLY PROHIBITED. M32 SHALL HAVE NO RESPONSIBILITY OR LIABILTY OF ANY KIND IN THE USE, ACCESS AND STORAGE OF THE ADVERTISER INFORMATION BY THE CLIENT.

The Client shall not allow the Advertiser neither interfere with nor attempt to interfere with nor otherwise disrupt the proper working of the Platform, any activities conducted on or through the Platform or any servers or networks connected to the Platform; obtain nor attempt to obtain through any means any materials or information on the Platform that have not been intentionally made publicly available either by public display on the Platform or through accessibility by a visible link on the Platform; shall not violate the security of the Platform or attempt to gain unauthorized access to the Platform, data, materials, information, computer systems or networks connected to any server associated with the Platform, through hacking, password timing or any other means; neither take nor attempt any action that, in the sole discretion of M32, imposes or may impose an unreasonable or disproportionately large load or burden on the Platform or the infrastructure of the Platform; shall not use or attempt to use any “scraper,” “robot,” “bot,” “spider,” “data mining,” “computer code,” or any other automate device, program, tool, algorithm, process or methodology to access, acquire, copy, or monitor any portion of the Platform, any data or content found on or accessed through the Platform, or any other Platform information without the prior express written consent of M32; and shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any other content.

M32 reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with this Terms of Use, refuse and/or remove the Content. M32 can also limit or revoke the use of the Platform if it detects the Advertiser uses such objectionable Content. As M32 cannot control all content used and accessed through the Platform, the Client agrees that it is using the Platform at its own risk and on an “as-is” basis. The Client understands that by using the Platform, it may be exposed to content that may be offensive, indecent, incorrect or objectionable, infringe third party rights and under no circumstances will M32 be liable to the Client in any way for the use of the Platform, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.

14. THIRD PARTY MATERIAL

Through the Platform, the Advertiser is enabled to access stock images and material offered through https://www.pexels.com/ (“Pexels”). The Client hereby agree and acknowledge that M32 is not responsible for the Advertiser’s use of the Pexels content, images and material.

15. COPYRIGHT POLICY

The Client shall ensure that it adopts any and all required copyright policy to ensure that third party intellectual property rights are respected. In the event the Client is informed that Content or any material used by the Advertiser may infringe or actually has infringed any third party copyright or intellectual property right, the Client shall immediately notify M32.

April, 2021