I.Interpretation and Definitions
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.
- 1.2.1. “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.
- 1.2.9.“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.
- 1.2.15.“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.
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.
IV. User Accounts
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.
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.
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.
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:
- 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.
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.
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.
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.
VII. Prohibited Use
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.
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 firstname.lastname@example.org 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 email@example.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.
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.
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.
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
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.
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
• By email: firstname.lastname@example.org
• 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
July 26th, 2022