M32 AD CENTER TERMS OF USE

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OUR SERVICE.

I.Interpretation and Definitions

1.1.Interpretation

The following terms shall have the meaning ascribed to them below. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

1.2.Definitions

For the purposes of these Terms of Use:

1.2.1. “Ad” or “Ads” means the advertisements, creatives and placement created using M32’s Platform, submitted to the Publisher and published by the Publisher on the Digital Properties.
1.2.2. “Ad Campaign” means an advertising campaign created using the Service and ordered from the Publisher.
1.2.3. “Affiliate” means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
1.2.4. “Content” means all texts, graphics, videos, pictures and all other information that you use in creating Ads and/or uploads to the Platform.
1.2.5. “Digital Properties” means the network of websites, web services, applications, newsletters, social media platforms and/or any other media website, application or platform used and operated by the Publisher and its affiliates, including but not limited to the Publisher’s own website, or web services, and third-party websites or web services from which the Services outlined herein are provided.
1.2.6. “Features” means features within the Service, such as creating Ads, submitting an Order to Publishers, defining Ad Campaign specifications or any other feature provided by the Platform.
1.2.7. “Feedback” means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.
1.2.8. “M32” (referred to as either “the Company”, “We”, “Us” or “Our” in the present Terms of Use) refers to M32 CONNECT, 355 Peel St Suite 207, Montreal, Quebec, Canada H3C 2G9.
1.2.9.“Orders” mean a request by You submitted to the Publisher to execute an Ad Campaign based on Your Specifications defined using the Platform.
1.2.10. “Platform” means M32’s online self-service advertising platform offered to Publishers allowing the User to place and Order for an Ad Campaign with the Publisher. M32’s Platform serves as a tool enabling the User to create Ads, place an Order directly with the Publisher based on the specifications outlined in the Platform to launch an Ad Campaign on the Digital Properties.
1.2.11.“Publisher” means a content producer who owns and/or operates the Digital Properties who you authorized to receive your Orders and potentially execute your Ad Campaign on its Digital Properties.
1.2.12.“Service” means your use and access of the User Account and Platform related thereto along with all the associated features related thereto allowing you to create Ads, specify Ad Campaigns, define Specifications and submit an Ad Campaign proposal via an Order to Publishers.
1.2.13. “Specifications” means the details relating to your Ad Campaign as specified using the Platform such as the creative image, advertisement text, budget available to the Publisher to execute Ad Campaigns or any other information relevant for your ads.
1.2.14.“Terms of Use” (also referred as “Terms”) mean these Terms of Use that form the entire agreement between You and the Company regarding the use of the Service.
1.2.15.“Third-party Material” means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
1.2.16. “Website” refers to M32’s website accessible from https://m32connect.com.
1.2.17. “User Account” means a unique account created for You to access our Service or parts of our Service.
1.2.18.“You” (referred to also as “Your” or “User”) means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

II.The Platform

The Platform is an online tool We developed allowing You to (1) create Ads, (2) define your Ad Specifications, (3) place an Order with a Publisher to launch Your Ad Campaign on its Digital Properties and (4) use the same User Account to advertise with different Publishers. Our Platform enables you to directly advertise and transact with a Publisher to run Ad Campaigns on the Publisher’s Digital Properties and We are not part of that transaction. The Platform provides You the capability to submit Ad Campaigns to different Publishers using the same User Account as your central hub.

III. Acknowledgment

Your use and access of the Platform and Services is conditioned upon (1) Your acceptance of the present Terms of Use governing your use and access of Your User Account when using and accessing the Platform; (2) Your acceptance of the Publishers terms and conditions governing the terms and conditions applicable to your Ads, Ad Campaigns, Order, Specification and/or execution of your Ads on the Publisher’s Digital Properties; (3) Your acknowledgment and agreement that you will share Your Information with the Publisher upon submission of an Order using the Platform. Your Information can include (a) Your personal information, (b) User Account identification parameters, (c) the Ads and creatives You created using the Platform, (d) the Specification and (e) any other information that is relevant to allow the Publisher receive Your Order and potentially execute your Ad Campaign.

These are the Terms of Use governing the use of this Service and the agreement that operates between You and the Company. These Terms of Use set out Your rights and obligations regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms of Use. By accessing or using the Service, You agree to be bound by these Terms of Use. If You disagree with any part of these Terms of Use then You may not use and access the Service. You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Company’s Privacy Policy accessible at: https://m32connect.com/privacy-consent-management/privacy-cookie-policy/. Our Privacy Policy describes our policies and procedures on the collection, use and disclosure of Your personal information when You use the Services and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

IV. User Accounts

When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the present Terms of Use, which may result in immediate termination of Your User Account on Our Service.

You are responsible for safeguarding the password that You use to access of the User Account to benefit from the Service and for any activities or actions under Your password, whether Your password is with Our Service. You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene. You are solely responsible and liable for all access to and all actions and activities conducted under your User Account. You will immediately inform M32 of any unauthorized use of its User Accounts.

M32 reserves the right to suspend any User or terminate any User 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.

You have the right to disable your User Account at any time. In such case, M32 has a legal obligation to maintain Your information and User Account records to comply with the law, for archiving and record-keeping purposes. As a result, M32 shall maintain an archived copy of your User Account and information to the extent required by law. M32 shall delete any personal information to the extent not required to be maintained by law. M32 shall take the necessary organizational and technical measures to ensure Your information is safeguarded and limit its use strictly for the purpose of backup, archiving and record-keeping purposes.

V. Services

By creating a User Account, You warrant that You are legally capable of entering into binding contracts for yourself or on behalf of an entity or third-party. If you are not legally capable of entering into a contract or bind the person or entity you are representing, You are prohibited from using and accessing the Platform.

5.1. Your Information

If You wish to define Specifications and submit an Order for execution by the Publisher using the Platform, You may be asked to supply certain information relevant to Your Order including, without limitation, Your name, Your email, Your company name, Your phone number, Your address, Your Ad Campaign Specifications and material, Your material and Your images or Your other files uploaded on the Platform. Your information, Order, Ads and Ad Campaign and Specifications will be available to the Company and the Publisher You have chosen to submit your Order to for approval and execution. The Company will maintain Your information so You can view the history of Your Orders and the status of your Ad Campaigns. Upon submission of Your Order to the Publisher, You agree Your Information relevant to Your Order will be submitted to the Publisher.

The Company does not store your credit card information, maintain any related information on record or charge You any fees. You hereby acknowledge that by placing an Order, you will directly transact with the Publisher and provide the Publisher authorization to charge any applicable fees for the execution of your Ad Campaigns and Order on your credit card. Any fees charged on your credit card will reflect the Ads and Ad Campaigns the Publisher was able to successfully execute. The Company does not manage the execution of the Ad Campaigns specific in your Order and disclaims any responsibility and/or liability in regards to your Order.

You represent and warrant that: (i) You have the legal right and capacity to enter into this agreement, (ii) have the right to place the Order for yourself or on behalf of an organization or entity benefiting from the Ads and Ad Campaign, (iii) the information You supply to us is true, correct and complete, (iv) you are responsible comply with applicable laws relating to the publication of your Ads such as consumer and child protection laws particularly aimed at children under the age of thirteen, obscenity, libel and defamation, data protection and privacy laws, intellectual property rights of their parties, laws relating to politically driven advertisements or any other applicable laws.

You hereby acknowledge that the Company must collect, use and process your information to be able to render the Services. You also recognize that by using the Services and submitting an Order for Ad Campaigns You’ve defined, you are authorizing the Company to provide and share Your information to the Publish allowing them to approve and execute your Ads, Ad Campaigns, Specifications or other on Digital Properties. You agree that We shall maintain the right to store and share with the Publisher and/or Digital Properties your User Account information to enable M32 render the Services to you and the Publisher.

5.2. Your Order

In order to be able to place an Order with the Publisher, you must register a User Account with M32. M32’s Platform allows you to request the execution of an Ad Campaign from the Publisher based on the Specifications and in accordance with the Publisher’s terms and conditions. M32 is an intermediary between the User and the Publisher offering a Platform allowing the User to create Ads and define Ad Campaign specifications and then place an Order with the Publisher.

Once an Order is placed to the Publisher through the Platform, the Publisher will review your Order for approval. The Publisher may approve Your Order or reject in its sole discretion. If your Order does not observe the Publisher’s terms and conditions or that of the Digital Properties or for any reason the Publisher believes that your Order, Ad Campaigns or Specifications are not acceptable, the Publisher has the right to reject your Order. Furthermore, M32 has the right to reject the submission of your Order to the Publisher in the event it deems it in violation of the present Terms of Use. M32 shall have the right to reject your Order, suspend your account and/or disable your User Account without prior notice.

5.3. Order Cancellation

You have the right to suspend and/or terminate your Ad Campaign and Order at any time by submitting a suspension and/or termination request to the Publisher through the Platform. You acknowledge and agree that M32 does not monitor or evaluate the appropriateness, legality or fitness of your Ads, Ad Campaigns, Specifications or Order submitted to the Publisher. You hereby release and discharge the Company from any and all liability in this regard. Notwithstanding the foregoing, M32 may suspend and/or terminate your use and access to Your User Account for certain reasons including, but not limited to:

Violation of M32’s Terms of Use
Ad Campaign availability
Any other commercially reasonable grounds
Unauthorized use of the User Account
Illegal use of the User Account
Violation of the applicable law
Disruption of M32’s Services and Platform
Possible security exposure as solely determined by M32

The Publisher may refuse, suspend and/or cancel Your Order at any time for certain reasons including but not limited to:

Violation of Publisher’s terms and conditions
Errors in the Specifications
Errors in Your Order
Any other commercially reasonable grounds
Unauthorized use of the User Account
Illegal use of the User Account
Violation of the applicable law
Possible exposure as solely determined by the Publisher

In the event an Order is approved by the Publisher for execution, the Publisher retains the right to suspend and/or reject Your Order at any time. In the event an Ad Campaign is rejected by the Publisher, the entire Ad Campaign will be rejected. You will need to submit a new Order to have the Publisher execute an Ad Campaign and in compliance with the Publisher’s terms and conditions and the law.

M32 is an independent organization from the Publisher who owns and/or operates the Digital Properties and does not monitor Your compliance with their applicable terms and conditions or the applicable laws. You recognize that you must also observe the Publisher’s terms and conditions on the Digital Properties.

We reserve the right to refuse or terminate the Services for fraud or an unauthorized or illegal acts whether suspected or actual. Please read the Publisher’s terms and conditions on the Site to learn more about your rights get a refund or for any inquiries about your transaction with the Publisher, Order, Specifications or Ad Campaign execution. M32 does not collect any fees from You nor shall it be responsible to You for any refund or reimbursement of fees paid for whatever reason.

5.4. Availability, Errors and Inaccuracies

We are constantly updating our Service and enhancing our Platform. The Platform may be inaccessible, may be down, may incorrectly or fail to transmit your Order Specifications to the Publisher, may be unavailable for a certain period of time, and/or We may experience delays in capturing your Specification and submitting the same to the Publisher. We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, Specifications, availability, and Services. We reserve the right to change or update the Platform and to correct errors, inaccuracies, or omissions at any time without prior notice.

5.5. Prices Policy

M32 does not monitor or evaluate the content of an Order, Ad Campaign result or effectiveness or the Publisher’s performance in executing the Ad Campaigns.

5.6. Payments

M32 provides the Platform allowing You to directly submit Ad Campaign Orders to the Publisher. As such, M32 is not a party to Your transaction with the Publisher. M32 submits Your Order to the Publisher who may accept or reject your Order in accordance with its terms and conditions.

Any payment information you submit through the Platform is submitted on the Publisher’s payment processing portal. Every Publisher provides a safe and secure connection to their payment processing integrated to the Platform. M32 is not part of any payment processing transaction nor do We store any payment information on the Platform. M32 shall not be liable in any way for the processing of your payment, refunds, errors, invoicing or other. You must communicate with the Publisher for any inquiries related to your payment, refund or errors resulting therefrom.

You acknowledge and agrees that M32 will be held harmless and indemnified from any and all refund, claims, damages, liabilities, costs and fees (including reasonable legal fees) relating to the Ad Campaign lack of delivery. In no event shall M32 be held responsible or liable for any non-delivery, delay or similar in Ad Campaigns etc. For the sake of clarity this includes any claims related to loss of business opportunities for the User.

VI. Content

6.1. Your Content

The Service includes functions for uploading, posting, linking and communicating and otherwise creating Ads, Ad images and creatives. By uploading Content to the Platform, You warrant that you are the owner of the Content or that you hold a valid permission to such Content from the appropriate right holder. You hereby confirm that the Content in no way infringes a third party’s rights, any national or international legislation or any third party rights.

Without limiting the generality of the foregoing, if You submit material (i.e., user-generated content, including, but not limited to: comments, text, video, audio, and photographs), or if You send us creative suggestions, ideas, notes, concepts, or any other information (each, a “Submission” and collectively, the “Submissions”), despite our request that You not send us any unsolicited Submissions or other creative materials, the Submission will be treated as non-confidential and non-proprietary in each instance. None of the Submissions shall be subject to any obligation of confidence on the part of M32, and M32 shall not be liable for any use or disclosure of any Submissions. To allow M32 render the Services, you hereby grant M32 a perpetual, worldwide, non-exclusive, royalty-free, transferable right to share your Content with the Publisher and authorized the Publisher to distribute and display Your Ads, Third-Party Material and Content, or any part of it, and the intellectual property rights therein. You also grant M32 a perpetual, nonexclusive, irrevocable, fully paid, royalty-free, sublicensable and transferable (in whole or in part) worldwide right and license in any and all media, now known or later developed, to use, publish, reproduce, display, modify, transmit digitally, create derivative works based upon, distribute, copy, and otherwise use the same in M32’s discretion to render the Services without additional notice, attribution or consideration to you or to any other person or entity.

M32 makes no representation or warranty as to the accuracy, timeliness, quality, completeness, suitability or reliability of any information, material, images, content or data accessed on or through the Platform. No information, Content or material created and or submitted using the Platform shall create any warranty if not expressly stated in the Terms of Use. M32 does not examine or take any responsibility with regards to the validity of information provided by the Users.

6.2. Your Right to submit Content

Our Platform allows You to upload and/or submit Content to the Publisher. You are responsible for the Content that You upload or use when using the Platform, including its legality, reliability, and appropriateness.

By uploading Content to the Platform, You grant Us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You retain any and all of Your rights to any Content You upload and/or submit through the Platform and You are responsible for protecting those rights. You agree that this license includes the right for Us to make Your Content available to other users of the Service, who may also use Your Content subject to these Terms of Use.

You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms of Use, and (ii) the uploading of Your Content on or through the Platform does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

VII. Prohibited Use

The Company is not responsible for the User Content. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under your User Account, whether done so by You or any third person using Your User Account. You shall use the Platform for lawful purposes only in accordance with the present Terms of Use, the terms and conditions applicable to the Digital Properties or Third Party Services.

You agree not to use the Platform for uploading, transmitting or otherwise distributing illegal or other inappropriate material. You agree not 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 Website, Digital Properties or others, the Service or other Users in any way.

You may not 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 OR ANY OTHER MISUSE OF ANY OF THE SERVICE IS STRICTLY PROHIBITED.

You may neither interfere with nor attempt to interfere with nor otherwise disrupt the proper working of the Services, any activities conducted on or through the Service or any servers or networks connected to the Service. You may neither obtain nor attempt to obtain through any means any materials or information on the Service that have not been intentionally made publicly available either by public display on the Service or through accessibility by a visible link on the Service. You shall not violate the security of the Service or attempt to gain unauthorized access to the Service, data, materials, information, computer systems or networks connected to any server associated with the Service, through hacking, password timing or any other means. You may 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 Service or the infrastructure of the Service. You 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 Service, any data or content found on or accessed through the Service, or any other Service information without the prior express written consent of M32. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any other content.

The Company 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 or remove this Content. The Company further reserves the right to make formatting and edits and change the manner any Content. The Company can also limit or revoke the use of the Service if You post such objectionable Content. As the Company cannot control all content used and accessed through the Platform, you agree to use the Service at your own risk. You understand that by using the Service You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any content, 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.

7.1. Content Backups

Although regular backups of Content are performed, the Company do 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. The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state. You agree to maintain a complete and accurate copy of any Content in a location independent of the Service.

7.2. Third-Party Material

Through the Platform, you are able to access stock images and material offered through https://www.pexels.com/ (“Pexels”). You hereby agree and acknowledge that M32 is not responsible for your use of the Pexels content, images and material. You must ensure you respect Pexel’s license terms accessible at https://www.pexels.com/license/. You are responsible to ensure you use Third-Party Material in compliance with any third party intellectual property rights, copyright and or other rights associated with the Third-Party Services.

VIII. Copyright Policy

8.1. Intellectual Property Infringement

We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person. If You are a copyright owner, or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing to the attention of our copyright agent via email at support@m32connect.com and include in Your notice a detailed description of the alleged infringement. You may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Content is infringing Your copyright.

8.2. DMCA Notice and DMCA Procedure for Copyright Infringement Claims

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest.
A description of the copyrighted work that You claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.
Identification of the URL or other specific location on the Service where the material that You claim is infringing is located.
Your address, telephone number, and email address.
A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf.

You can contact our copyright agent via email at support@m32connect.com. Upon receipt of a notification, the Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Service.

IX.Intellectual Property

M32 retains all right, title, and interest to all software, products, works, deliverables, analysis, work product, documents, reports and other material created, used, or provided by M32 under this Agreement, including, but not limited to, the Services and Platform. M32 shall own all right, title, and interest in and to all modifications or derivative works and improvements to the Services, Platform and its documentation and any other material created, developed and provided by M32 under this Terms of Use.

Except as otherwise explicitly provided in this Terms of Use or as may be expressly permitted by applicable law, you are not and will not permit or authorize third parties to (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform or its documentation in any form or media or by any means; or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; (b) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Platform or documentation, or otherwise make the Platform or documentation available to any third party; and/or (c) circumvent or disable any security or other technological features or measures of the Application.

The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors. The Service is protected by copyright, trademark, and other laws of both the Canada and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.

X.Your Feedback to Us

You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.

XI.Links to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services. We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

XII. Termination

We may terminate or suspend Your User Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms of Use. Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service. In the event Ad Campaigns were being executed by the Publisher, the Company shall immediately notify the Publisher to cease and terminate any and all Orders and/or Ad Campaigns. The Publisher shall charge you for any successfully executed Ads up to and including the day of termination. You hereby acknowledge and agree that the Company shall have no liability of any kind to You for the termination and/or suspension of your User Account.

XIII. Limitation of Liability

Limitation of Liability. EXCEPT FOR LIABILITY ARISING OUT OF BREACHES OF CONFIDENTIALITY OBLIGATIONS HEREIN, ACTS OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR LOST PROFITS OR REVENUES, OR FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Liability Cap. EXCEPT FOR LIABILITY ARISING OUT OF BREACHES OF CONFIDENTIALITY OBLIGATIONS HEREIN, ACTS OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF THE ACTUAL DIRECT DAMAGES SUFFERED BY A PARTY RELATED TO SUCH SINGLE INCIDENT OR THE TOTAL AMOUNT PAID BY THE USER TO M32 IN THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT OF LIABILITY. IN THE EVENT THE USER DID NOT PAY M32 ANY FEES, M32 SHALL NOT HAVE ANY LIABILTY OR OBLIGATION TO THE USER. THE FOREGOING SHALL NOT LIMIT THE USER’S PAYMENT OBLIGATIONS HEREUNDER, IF APPLICABLE.

XIV. Disclaimer

EXCEPT AS SET FORTH IN SECTION HEREIN, THE PLATFORM, USE AND ACCESS THERETO, THE DOCUMENTATION AND THE SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND M32 AND ITS AFFILIATES AND AGENTS (A) DO NOT MAKE, AND HEREBY EXPRESSLY DISCLAIM, ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, ACCURACY AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE; (B) SHALL IN NO EVENT BE LIABLE TO THE USER OR ANYONE ELSE FOR ANY INACCURACY, ERROR OR OMISSION IN, OR LOSS, INJURY OR DAMAGE (INCLUDING LOSS OF DATA) CAUSED IN WHOLE OR IN PART BY FAILURES, DELAYS OR INTERRUPTIONS OF ANY APPLICATION, DOCUMENTATION OR SERVICES. M32 EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF THE USER’S USE OF ANY PLATFORM, DOCUMENTATION OR SERVICES. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES. IN SUCH JURISDICTIONS, M32’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

XV. Governing Law

Any and all disputes, controversy or claims related to or arising in connection with this Terms of Use shall first be referred to the named executive sponsor, or designated persons, of each of the Parties for an informal resolution. If this informal resolution does not resolve the dispute within 30 days, then both Parties shall hereby irrevocably submit any disputes under this Terms of Use to the non-exclusive jurisdiction of the courts located in Montréal, Quebec, Canada. Each Party agrees to the governing law above without regard to choice or conflicts of law provisions. The Parties hereby agree that the present Agreement shall be subject to the laws of the Province of Quebec and the laws of Canada as may be applicable.

XVI. Specific Terms

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in. If You are a U.S. federal government end user, our Service is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101. You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

XVII. Severability

If any provision of these Terms of Use is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

XVIII. Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms of Use shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

XIX.Changes to These Terms of Use

We reserve the right, at Our sole discretion, to modify or replace these Terms of Use at any time. If a revision is material We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion. By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

XX. Language

It is the express wish of the parties that the present agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement.

XXI. Contact Us

If you have any questions about these Terms of Use, You can contact us:

• By email: support@m32connect.com
• By visiting this page on our website: https://m32connect.com/about-us/contact-us/
• By mail: 3 Place Ville Marie Suite 400 Montreal, QC H3B 2E3

Last Update

July 26th, 2022