Terms Of Service

1. INTRODUCTION & PURPOSE

These Terms of Service ("Terms") govern the use of the managed-service creative intelligence offering ("Service") provided by Magma Technologies, a company registered in Paris, France ("Magma").

These Terms apply to any advertiser, agency, or retail media sales house submitting creative assets, reviewing previews, or receiving final advertising formats ("Client").

By submitting assets, approving creative outputs, or using the Service in any way, the Client accepts these Terms.

2. DEFINITIONS

3. SCOPE OF THE SERVICE

3.1 Included Services

Magma provides a managed-service workflow, including:

• Secure online intake form for creative submission
• Asset upload interface (all common formats supported)
• Creative processing using Magma proprietary technology
• Preview and approval interface
• Production of final ad formats
• Delivery of final formats to the retail media sales house (and, upon request, the advertiser)

3.2 Excluded Services

Unless explicitly agreed in a Statement of Work ("SOW"), Magma does not provide:

• Ad server uploads or trafficking
• Campaign QA or tagging validation
• Unlimited creative revisions
• Creative adaptation beyond the formats ordered
• Retainer-style ongoing support
• Development or modification of retailer templates
• Guarantee of retailer acceptance or campaign launch dates

3.3 Retention

Creative assets, previews, backups, and logs are retained for 12 months.

4. PARTIES & ROLES IN THE RETAIL MEDIA ECOSYSTEM

Responsibilities include:

• Managing activation on retailer onsite inventory
• Offsite, DOOH, CTV, and social formats
• Any placements using retailer first-party data (never received by Magma)

Only the Retail Media Sales House signs commercial agreements with Magma.

5. WORKFLOW & RESPONSIBILITIES

5.1 Upload

Creative upload may be performed by any authorized party: advertiser, creative agency, media agency, or retail media sales house.

5.2 Preview

Magma provides previews via the Service interface.

5.3 Approval

Approvals may be given by the advertiser or agency responsible for the campaign.

Final approval methods (binding): (i) explicit approval through the interface; or (ii) written approval (email or ticket); or (iii) first use of the Final Formats in any campaign.

5.4 Revisions

Unless otherwise agreed, Magma provides up to two (2) revision cycles per creative. Additional revisions may incur additional fees.

5.5 Delivery

Final Formats are delivered to the retail media sales house or advertiser as specified.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Final Formats

The advertiser owns all rights to the Final Formats upon delivery.

6.2 License Granted to Magma

Client grants Magma a non-exclusive, royalty-free, worldwide license to:

• Reproduce, store, modify, adapt, assemble and transform assets
• Use logos, trademarks, and brand elements
• Generate Final Formats
• Deliver formats to authorized third parties
• Maintain archive copies for 12 months

This license is strictly limited to performing the Service.

6.3 Portfolio Usage

Unless prohibited in writing, Magma may use non-confidential Final Formats for:

• Case studies
• Sales presentations
• Website showcases
• Industry events

Upon written request, Magma will remove any item within 48 hours.

6.4 Magma Proprietary Rights

Client does not obtain rights to Magma's:

• Creative intelligence system
• Templates, automation scripts, or code
• Internal tooling architecture
• Rendering engine

All such rights remain exclusively owned by Magma.

7. CONFIDENTIALITY

7.1 Magma Obligations

Magma will treat all creative assets, previews, campaign information, and non-public data as confidential.

7.2 Client Obligations

Client shall treat as confidential all non-public information regarding Magma, including:

• Pricing
• Production processes
• Templates and internal workflows
• System architecture
• Technical documentation

7.3 No Retailer First-Party Data

Magma does not handle or receive retailer first-party data under any circumstance.

7.4 NDA

These Terms act as a mutual NDA. A separate NDA may be executed upon request.

8. DATA PROTECTION (GDPR)

8.1 Roles

Magma acts as an Independent Data Controller for:

• User identity data (name, email)
• Campaign metadata
• Creative asset files (unless anonymized)

Magma is not a Processor of retailer data.

8.2 Types of Data Processed

• User identification
• Creative assets (may include individuals in images)
• Campaign details

No targeting data or retailer first-party data is ever processed.

8.3 Client Warranties on Personal Data

Client warrants that:

• All individuals depicted in assets have provided lawful consent / model releases
• No sensitive data will be uploaded
• Client has a legal basis for processing and sharing any personal data provided

8.4 Retention

All data retained for 12 months and then deleted or anonymized.

8.5 Data Rights

Data requests may be sent to: support@magma-ads.com

8.6 Security Measures

See Annex 4 (industry-standard measures: encryption, access control, audit logs, incident response).

9. FEES, BILLING & PAYMENT TERMS

9.1 Billing Entity

Only the Retail Media Sales House is invoiced by Magma.

9.2 Indirect Payment

Advertisers/agencies pay through the campaign media budget.

9.3 Payment Terms

Unless otherwise specified:

• Payment due within 30 days of invoice date
• Invoices sent electronically
• Currency: EUR
• Late fees may apply after due date as permitted by French law

9.4 Pricing

Custom, based on:

• Number of creatives
• Format complexity
• Volume of impressions
• Optional services or extra revisions

VAT applies.

10. WARRANTIES & CLIENT OBLIGATIONS

Client warrants that:

• It owns or has valid rights to all Creative Assets
• Assets do not infringe third-party rights
• Claims, prices, and product information are accurate and lawful
• All regulatory responsibilities (e.g., alcohol, pharma, claims) are the Client's burden
• Creative content complies with retailer advertising guidelines

11. LIABILITY & INDEMNIFICATION

11.1 Exclusions

To the maximum extent permitted by law, Magma is not liable for:

• Unlawful or incorrect content provided by Client
• Trademark/copyright violations in Client assets
• Misleading product claims or errors
• Rejection of creatives by retailers
• Missed campaign launch dates
• Client delays in providing assets
• Indirect, incidental, or consequential damages

11.2 Correction of Errors

Magma will correct production errors identified before final approval. After final approval, liability ends.

11.3 Indemnification

Client shall indemnify Magma for any third-party claim arising from:

• Creative content
• IP infringement
• Violation of advertising laws
• Breach of warranties or obligations
• Upload of unlawful or unlicensed assets

12. SERVICE LEVEL AGREEMENT (SLA)

12.1 Support Hours

Monday–Friday, 09:00–18:00 CET (excluding French holidays).

12.2 Response Times

• Standard requests: within 1 business day
• Critical blockers during active campaigns: best effort

12.3 Production Timelines (Indicative)

Unless otherwise specified in an SOW:

• Initial Draft Delivery: within 3 working days after receiving complete assets
• Revision Cycles: within 2 working days per feedback round
• Final Delivery: within 1 working day after final approval

Delays caused by Client extend timelines automatically.

12.4 No Uptime Commitment

Magma makes no guarantee of platform uptime or continuous availability.

13. TERM, SUSPENSION & TERMINATION

• Terms apply to any creative request submitted.
• Either party may terminate for material breach not cured within 30 days.
• Sections on IP, Confidentiality, Data, Payment, and Liability survive termination.
• Magma may suspend access for unlawful use, security risks, or non-payment.

14. GOVERNING LAW & JURISDICTION

These Terms are governed by French law.

Exclusive jurisdiction: Paris Commercial Court (Tribunal de Commerce de Paris).

15. ACCEPTANCE

By submitting assets, approving previews, or using the Service, Client accepts these Terms.

16. ANNEXES