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INTRODUCTION

M32 MEDIA INC., a Canadian corporation, operating under the trade name M32 Connect, having its principal place of business at 355 Peel Street, suite 207, in the city of Montreal (Quebec), H3C 2G9, Canada, WHEREAS M32 is a company that has developed a proprietary platform to monitor digital advertisement revenues, to manage data, to provide performance insights and to track advertising campaigns.

M32 uses commercially reasonable efforts to provide participating buyers and sellers with a safe, transparent, and fair marketplace. The guidelines set forth herein describe the basic standards for publishers (“you”) wishing to participate in M32 Ad Exchange. Use of the M32 Ad Exchange requires your agreement to follow and abide by these guidelines (as they may be updated by M32 from time to time) and any guidelines or requirements specified in the user interface made available through the M32 Ad Exchange (collectively, the “Guidelines”). If you do not agree to comply with the Guidelines, notify us immediately and do not use or continue to use the M32 Ad Exchange.

M32 may update these Guidelines at any time by posting notice of such changes at its website or by otherwise providing notice. By using the M32 Ad Exchange following such posting or notice, you agree to any updated version of these Guidelines.

With respect to ensuring compliance with the foregoing, please note that M32 reserves the right to accept any site (as hereinafter defined) and may further decline or take down sites at its sole discretion if you breach or fail to abide by these Guidelines. For the purposes of these Guidelines, the term “site,” as used herein, means a website or an app.

CONTENT GUIDELINES

Minimum content requirements

In order to be a part of the M32 Ad Exchange, sites must contain substantive, original content, and demonstrate signs of user engagement.

M32 does not work with sites that:

• Contain content of little to no value to the user (e.g., boilerplate text, text from Wikipedia, stale news stories, etc.);
• Feature mainly links or content taken from other sites without meaningful commentary or curation;
• Have little content other than ads;
• Have little to no evidence of an engaged user base;
• Appear designed primarily to display ads; and/or
• Are parked or undeveloped domains.

The publisher and/or site must:

• Have at least 3 months experience and online presence;
• Display articles with a minimum of 300 words;
• Not use content targeting children below 13 years old;
• Maintain at all time an updated ads.txt file as provided by M32.

Banned categories

In addition to the foregoing requirements, sites whose core function is to incentivize users to view ads and sites, sites that are proxy sites, and sites featuring the following may not participate in M32 Ad Exchange:

• Pornographic or highly suggestive content or images;
• Online gambling;
• Sales of weapons or ammunition;
• Sale of tobacco;
• P2P file-sharing, torrent, or anything that facilitates or promotes copyright infringement;
• Extreme violence;
• Hate content, including sites that advocate violence or discrimination against a specific race, religion, gender, sexual orientation, or nationality, or discrimination based on age, disability, or medical condition;
• A pattern of false or misleading information or news;
• Excessive profanity;
• Promotion of illegal drugs or drug paraphernalia;
• Promotion of black-hat hacking, cracking, or warez;
• Any other content that is illegal, promotes illicit or harmful activity, or infringes on the rights of others, including sites that provide “how-to” information on bomb-making, lock-picking, and similar topics;
• Defamatory or libelous content;
• Distribution of viruses and/or malware;
• Pay per click or pay per search programs;
• Video chat and live streaming;
• Significant unmoderated UGC (user-generated content).

Restricted categories

Please also notify your Account Manager if your site contains any of the following content, as special restrictions or limitations may apply:

• Adult humor;
• Fantasy sports and/or daily fantasy sports under some state laws;
• Suggestive content;
• Sexual health;
• Significant user-generated content;
• Sale of alcohol; and/or
• Sale of prescription drugs.

Basic guidelines

• The publisher/site may not initiate a download or change settings without the user’s knowledge and consent.
• App installations may not trigger additional app installs (i.e. bundling) without explicit disclosure and user consent.
• The publisher may not mask or cloak the site’s URL or employ any means to obscure the true source of traffic.
• The publisher may not artificially inflate impressions, clicks, or requests, or source traffic from pop-ups, pop-unders, forced redirects, or similar means.
• The publisher site may not install or distribute malware, viruses, or other similar malicious code.
• The publisher may not include or launch fake error messages or system flags.
• A substantial portion of the publisher’s site must be accessible without a login.
• The publisher may not employ any means to induce or trick the user into clicking on an ad. Placing arrows or text such as “Click here” next to an ad is strictly prohibited.
• Publisher sites deemed unsafe by reputable third-party malware-detection services may be suspended without further notice, at M32’s sole discretion, from M32 Ad Exchange until all user safety issues are addressed to the satisfaction of M32.
• Publisher sites must clearly and conspicuously post a privacy policy that complies with all applicable law and, if required by applicable law, a cookie policy.
• The publisher’s inventory specifications and criteria provided to the M32 Ad Exchange must be true and accurate.
• The publisher must comply with all industry group guidelines/principles that the publisher claims to abide by (as well as any guidelines/principles that are required by the industry groups of which the publisher is a member or in which the publisher participates).
• The publisher must collect, obtain, disclose, and use data in compliance with its posted privacy policy and all applicable laws (including all applicable privacy laws), including by acquiring all necessary and required permissions to collect, use, transfer, and otherwise process data using cookies or other identifiers.
• Publisher must comply with any applicable Digital Advertising Alliance Self-Regulatory Principles (for Online Behavioral Advertising, for Multi-Site Data, guidance on the Application of Self-Regulatory Principles to the Mobile Environment, and guidance on the Application of the DAA Principles of Transparency and Control to Data Used Across Devices), including provisions on obtaining consent for the collection, use, and transfer of precise geolocation data, and with the IAB Europe OBA Framework if applicable. 

Ad number and position

• The publisher must not edit or modify ads in any way, including but not limited to, resizing the ads.
• Ads must be clearly separated from another page content. It must always be clear to the user what is an ad and what is site content.
• Ads may not be obscured or altered in any way. For ads shown in iframes, the iframe must allow the entire creative to be fully visible to the user.
• Ads may not appear in pop-up or pop-under windows.
• Ads must appear within standard web pages or mobile apps. Ads may not appear in other downloadable applications.
• For mobile apps, ads may not appear outside of the publisher’s app (e.g. on the user’s lockscreen).
• Apps must be hosted on one of these official app stores: Apple iTunes store, Google Play Store, Amazon App Store, or Microsoft App Store.
• The page may not contain an excessive number or density of ads. For most pages, no more than 3-4 ads is appropriate.

Ad Refresh

• Publishers may load new ads only when:
• the user navigates to a new page or screen; or
• the current page is substantially updated with new content AND at least 1 minute has passed since the last refresh; or
• The ad unit has remained in view for at least 30 seconds, as measured by an MRC-accredited verification company.
• In no event may a publisher refresh an ad unit more than 20 times per user session.

Audience

The publisher must acquire traffic primarily from organic sources and shall use best efforts to ensure that none of the traffic is fraudulent.

Site ownership

• The publisher must either:
• own each site on which the publisher places ads; or
• have a direct, contractual relationship with the owner of each site on which the publisher places ads. If the site in question has published an ads.txt file, the publisher’s M32 account must be listed there as an authorized seller.
• Inventory from applications, including browser plug-ins and toolbars, that insert advertisements into the body of third-party web pages or other online properties without the website’s permission, is not acceptable.

Video

• Suppliers of video inventory are required to ensure no more than one video plays on a page at a time.
• VAST video content should maintain a reasonable balance between content and advertising (e.g., a 30 second ad should not accompany a video with only 15 seconds of content).

Data Privacy

• The Guidelines govern your use of the Services (as defined in our agreement with you). By using our Services, you are instructing us to do one or more of the following on your behalf, subject to the terms of our agreement with you:
• Receive and store user information made available to us by you;
• Transmit information to third parties as necessary to provide the Services to you;
• Take additional administrative actions in order to make your inventory available to potential buyers in the M32 Ad Exchange;
• Provide reports to you through our user interface or otherwise;
• Facilitate accounting, collection, and disbursement of payments to you; and
• Take other actions to fulfill the Services that may be more particularly described in our agreement with you.

• M32 is committed to maximizing the value of your inventory.  You are engaging M32 to receive and process the data you choose to send us in order to execute real-time bidding by potential buyers of your inventory.  You have sole discretion to determine what information you collect and send to M32.  As part of M32’s monetization services, M32 will promote the value and sale of your inventory by providing the information you make available (in bid requests and by your use of the Services) with demand sources that may be interested in purchasing your inventory.

• If you transfer “personal data” (as defined by the General Data Protection Regulation (“GDPR”)) of individuals in the European Economic Area to M32, you agree to (a) comply with M32’s Data Processing Agreement (“DPA”).

If there is any conflict between these Guidelines and any other agreement between M32 and you, these Guidelines will prevail.

April, 2021