AIM MARKETING SERVICES TERMS & CONDITIONS
(Last updated: December 20, 2025)
SECTION A
Welcome to Alternative & Innovative Marketing LLC (dba “AIM”). AIM (“AIM,” “we,” “our,” or “us”) provides managed marketing, media, and performance services (collectively, the “Services”) subject to the terms and conditions in these Terms & Conditions (the “Terms”). By signing an Insertion Order, Order Form, Statement of Work, proposal, or similar ordering document (each, an “Order”), submitting payment, or using any of our Services, you (“Client,” “you,” or “your”) agree to be bound by these Terms. These Terms are binding upon execution of an Order or payment for any Service, whether or not a separate signature page or online acceptance is provided. If you do not agree to these Terms, you may not use the Services.
1. SERVICES
1.1 Scope of Services. AIM provides integrated marketing and media solutions as described in each Order. Services may include one or more of the following high-level categories: Brand, Creative & Strategic Services; Advertising, Media Planning, Buying & Placement; Digital, Social & Performance Marketing; Experiential, Event, Trade & Retail Marketing; Public & Media Relations & Communications; Data, Analytics, Research & Reporting; Integrated Campaign & Project Management; Related or ancillary marketing, media, communications, advisory, or consulting services. The specific Services, deliverables, timing, and pricing will be defined in an applicable Order, which is incorporated into these Terms.
1.2 Managed Services; Not Software; Not Agency of Record. AIM delivers managed services using proprietary methods, processes, data models, tools, and AI-assisted workflows (collectively, the “AIM Systems”). AIM is not a software vendor and does not provide software access rights, and AIM does not act as an “agency of record” unless explicitly stated in an Order.
1.3 Grant of Limited License / Use Rights. Subject to your compliance with these Terms and payment of all applicable fees, AIM grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services and the final work product and tangible outputs delivered to you under an Order (the “Deliverables”) solely for your internal business and marketing purposes. All rights not expressly granted in an Order are reserved by AIM.
1.4 Client Responsibilities. Without limiting your other obligations under these Terms, you agree to: Provide accurate, complete, and timely information, direction, and approvals. Obtain and maintain all rights, licenses, and permissions necessary for any content, data, trademarks, logos, audio visual recordings and production or materials you provide (“Client Content”). Be solely responsible for the accuracy, legality, and substantiation of all claims, representations, and offers made in your marketing and advertising. Provide AIM with required access to advertising accounts, social platforms, websites, analytics tools, and internal contacts. Comply with the terms and policies of all third-party platforms, publishers, and partners used in connection with the Services. Delays, omissions, or failures by Client may impact timelines and performance and do not reduce or delay fees owed to AIM.
1.5 Suspension of Services. AIM may suspend or limit your access to the Services, in whole or in part, immediately and without liability if: (a) you breach these Terms or an Order; (b) payment is late; (c) AIM reasonably suspects fraud, abuse, or illegal activity; (d) AIM must comply with applicable law or third-party platform requirements; or (e) AIM determines that your actions or content could harm its reputation, systems, or partners.
2. MATERIALS, DATA & INTELLECTUAL PROPERTY
2.1 AIM Materials and AIM Systems. In connection with the Services, AIM may use or make available documentation, methodologies, templates, reports, dashboards, benchmarks, creative frameworks, AI-assisted workflows, and other materials, whether or not protected by intellectual property laws (collectively, “AIM Materials” and, together with AIM Systems, “AIM IP”). You acquire no ownership interest in any AIM IP. You may use AIM Materials only as necessary to receive the Services and use the Deliverables in accordance with these Terms.
2.2 Client Content License. You grant AIM a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to use, reproduce, modify, adapt, publish, display, distribute, and create derivative works of Client Content as reasonably necessary to provide the Services, fulfill Orders, and create aggregated and de-identified data and insights. You are solely responsible for obtaining any third-party rights required for AIM to use Client Content for the Services.
2.3 Ownership of Deliverables. Upon full payment of all amounts due under the applicable Order, and subject to Sections 2.1 and 2.2: You own the final Deliverables (e.g., final ads, graphics, videos, copy, reports, and other tangible outputs except any third-party rights such as limited use music licenses, stock videos and images, actor/talent rights) created specifically for you. AIM retains all right, title, and interest in and to all AIM IP, including any underlying methodologies, source files, templates, data models, and tools used to create or deliver the Deliverables. To the extent any Deliverable is deemed to include AIM IP, you receive only a limited license to use such AIM IP as embedded within the Deliverables, solely for your internal business and marketing purposes and not for creating derivative products or services that compete with AIM.
2.4 Third-Party Platforms and Vendors. AIM may use third-party platforms, publishers, vendors, data providers, or technology partners (“Third-Party Providers”) in delivering the Services, such as Meta, Google, TikTok, YouTube, DSPs, Televisa, Shutterstock, Five Tier, Pontiac, Programmatic Mechanics, Comcast, Freewheel, Strata, WIX, Upfluence, Prism, Adroom, and others. AIM does not control Third-Party Providers and is not liable for delays, outages, policy changes, rejections, delivery fluctuations, or other actions or omissions of Third-Party Providers.
2.5 Client Content Restrictions. You may not provide Client Content that is unlawful, misleading, defamatory, obscene, hateful, harassing, discriminatory, invasive of privacy, infringing, or otherwise contrary to applicable law or platform policies. AIM may refuse, edit, or remove any Client Content or campaign it reasonably believes violates this Section.
2.6 Feedback. Any suggestions, ideas, or feedback you provide regarding the Services (“Feedback”) may be used by AIM without restriction or compensation. You assign to AIM all right, title, and interest in and to such Feedback.
2.7 Third-Party Media Owners; Televisa Placements. Certain Services may include advertising placements on media properties owned, operated, or controlled by third-party media owners or broadcasters, including without limitation Televisa and its affiliated entities (“Third-Party Media Owners”). Client acknowledges that such placements may be subject to additional terms, conditions, policies, technical requirements, payment rules, and content standards imposed by the applicable Third-Party Media Owner. To the extent Services include advertising placements on Televisa-owned or Televisa-affiliated properties (“Televisa Properties”), Section B (Televisa Media Placements) shall apply and shall control solely with respect to such Televisa Properties in the event of any conflict with these Terms. Except as expressly set forth in Section B, all other provisions of these Terms remain in full force and effect.
3. ACCOUNTS & ACCESS
If the Services involve an AIM-hosted portal or dashboard, you may be required to create an account and maintain a username and password. You are responsible for all activity under your account and for maintaining the confidentiality of your credentials. You agree not to use the Services to gain competitive intelligence or to build competing products or services.
4. ORDERS, FEES & PAYMENT
4.1 Orders. Each Order will specify the Services purchased, Deliverables, fees, media budgets, term, and other commercial terms. All Orders are subject to AIM’s acceptance.
4.2 Prepayment & Billing. Unless expressly stated otherwise in an Order: All fees and media budgets are due in advance, in accordance with payment schedules and must be received before AIM commences work or places media.
4.3 Non-Refundable; Credits. All fees, retainers, and media budgets are non-refundable once paid, regardless of performance or early termination. AIM may, at its sole discretion, issue credits for future Services, but has no obligation to do so. Any third-party media costs, fees, or platform charges incurred or committed on Client’s behalf remain payable in full.
4.4 Margins, Commissions & Incentives. AIM may earn or retain media commissions, margins, incentives, rebates, or volume discounts from platforms, publishers, or vendors. These amounts belong to AIM and do not reduce fees or amounts payable by Client.
4.5 Taxes. Client is responsible for all applicable taxes, duties, and governmental charges associated with the Services, excluding AIM’s income taxes.
4.6 Final Creative & Output Approval; Client Acceptance. Client acknowledges and agrees that Client bears sole responsibility for the review, approval, and authorization of all creative assets, materials, copy, designs, layouts, targeting parameters, audience selections, data usage, disclosures, calls-to-action, offers, claims, and other campaign elements (collectively, the “Creative Assets”) prior to any public distribution, publication, or media placement. Client’s approval may be provided in writing, by email, by WhatsApp, by text, via platform or dashboard approval, through third-party platform acceptance, or by failure to object in writing within two (2) business days after receipt of the Creative Assets. Any such approval shall constitute final, irrevocable acceptance of the Creative Assets for all purposes under these Terms and any applicable Order. Upon approval, Client expressly represents and warrants that the Creative Assets: (a) have been reviewed in full; (b) are accurate, complete, and not misleading; (c) comply with all applicable laws, regulations, professional rules, advertising standards, and platform policies; and (d) are authorized for use, publication, distribution, targeting, and outreach. Client further acknowledges and agrees that AIM does not provide legal, regulatory, or compliance advice, and that Client is solely responsible for obtaining any legal, regulatory, or professional review of the Creative Assets prior to approval and launch. Following Client approval, AIM shall have no responsibility or liability for errors, omissions, compliance failures, substantiation deficiencies, performance issues, or third-party claims arising from or related to the Creative Assets, whether discovered before or after distribution. Client waives any right to dispute fees, seek refunds, or assert claims based on approved Creative Assets. Any modification, pause, takedown, or corrective action requested after approval may require a new Order, additional fees, and additional lead time, at AIM’s sole discretion.
5. REPRESENTATIONS & WARRANTIES
5.1 Authority; Accuracy; Approvals. Client represents and warrants that: (a) Client has full legal right, power, and authority to enter into these Terms and each applicable Order and to perform its obligations hereunder; (b) All information, instructions, approvals, materials, and directions provided to AIM are accurate, complete, and not misleading; and (c) Any individual providing instructions or approvals to AIM on Client’s behalf is duly authorized to do so, and AIM may rely on such instructions and approvals without further inquiry.
5.2 Compliance With Laws; Rights; Professional Rules. Client represents, warrants, and covenants that Client’s business, products, services, advertising, Client Content, and use of the Services and Deliverables comply with all applicable laws, regulations, rules, and industry standards, including without limitation advertising, consumer protection, privacy, data protection, and professional-services advertising rules. Client further represents and warrants that Client has obtained and will maintain all rights, licenses, permissions, releases, and consents necessary for AIM to use Client Content and to perform the Services as contemplated under these Terms and any applicable Order. Client acknowledges that AIM does not provide legal, regulatory, or compliance advice and that Client is solely responsible for obtaining any required legal or professional review of advertising, claims, disclosures, targeting, or outreach prior to approval and launch.
5.3 Third-Party Data; Opt-In Representation; Outreach Authorization. To the extent the Services involve audience targeting, data usage, lead generation, retargeting, call-driven campaigns, messaging, or outreach (including without limitation telephone calls, SMS/MMS messages, emails, social media messaging, chat, retargeting, or other direct or indirect communications), Client represents, warrants, and covenants that: (a) All data, lists, audiences, identifiers, and signals used or provided by Client or by any third party on Client’s behalf have been lawfully collected, licensed, shared, and authorized for the intended marketing, advertising, and outreach purposes; (b) All required consents, permissions, and opt-ins have been obtained from data subjects, including express written consent where required by law, for receipt of marketing and advertising communications, including calls or messages delivered using automated technology or prerecorded messages; (c) Such consents and opt-ins comply with all applicable laws, regulations, and industry rules, including without limitation the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, state consumer privacy laws, and applicable professional-services advertising rules; (d) Client has full authority to authorize AIM and its third-party suppliers, vendors, and platforms to use such data and to conduct outreach on Client’s behalf in accordance with approved campaigns and Orders; and (e) Client has implemented and will maintain commercially reasonable processes for honoring opt-out, unsubscribe, do-not-call, and preference-management requests. Client expressly authorizes AIM to rely upon the foregoing representations solely to perform the Services and acknowledges that AIM does not independently verify the legality, provenance, or sufficiency of such data, consents, or outreach authorizations.
5.4 Reliance on Third-Party Data Methodologies; No Independent Verification. Client acknowledges and agrees that, in connection with certain Services, AIM may utilize data, audiences, identifiers, or signals sourced from third-party suppliers, vendors, data providers, or platforms (collectively, “Data Providers”), including data obtained through multi-party sourcing or aggregation chains. Client further acknowledges that such Data Providers may represent that their data is collected, processed, filtered, and shared using proprietary methodologies, processes, or algorithms designed to identify whether individual data subjects have provided consent or opt-in authorization to receive third-party marketing or advertising communications via one or more channels, including email, mobile, telephone, or other contact methods. AIM does not independently audit, verify, or validate the internal methodologies, processes, algorithms, consent frameworks, data-collection practices, or legal compliance of any Data Provider and expressly relies on the representations, warranties, and contractual assurances provided by such Data Providers and by Client. Client expressly authorizes AIM to rely on such third-party representations and acknowledges that AIM has not personally vetted or confirmed the legality, sufficiency, or enforceability of any Data Provider’s sourcing chain, consent framework, or data-collection practices. Client agrees that any use of such data in connection with the Services is undertaken at Client’s direction and authorization, and Client assumes all risk associated with the legality, provenance, and use of such data. Client shall defend, indemnify, and hold harmless AIM from and against any claims, investigations, penalties, fines, or liabilities (including attorneys’ fees) arising out of or related to any alleged deficiencies in the consent, sourcing, or data-collection practices of Client or any Data Provider.
6. ACCEPTABLE USE & COMPLIANCE
6.1 Acceptable Use Restrictions. Client shall not use, and shall not permit any third party to use, the Services, Deliverables, or any AIM Systems or AIM Materials to: (a) engage in deceptive, misleading, false, or illegal advertising, marketing, or communications; (b) violate any applicable law, regulation, industry standard, or professional or ethical rule; (c) violate the terms, policies, or requirements of any Third-Party Provider, platform, publisher, or data provider; (d) infringe, misappropriate, or otherwise violate the intellectual property, privacy, publicity, or other rights of any third party; (e) introduce malware, malicious code, or any mechanism designed to disrupt, damage, or gain unauthorized access to systems or data; (f) interfere with, disrupt, or harm AIM’s systems, networks, operations, reputation, or relationships with partners or platforms; or (g) misrepresent Client’s identity, impersonate any person or entity, or obscure the source or purpose of advertising or outreach.
6.2 Enforcement; Suspension; Termination. AIM may suspend, limit, modify, or terminate the Services, in whole or in part, immediately and without liability, if AIM reasonably determines that Client’s use of the Services, Client Content, advertising, targeting, or outreach: (a) violates this Section 6, any other provision of these Terms, or an applicable Order; (b) violates applicable law, professional rules, or platform policies; (c) exposes AIM to legal, regulatory, reputational, or platform-related risk; or (d) could result in harm to consumers, third parties, or AIM’s partners. Such suspension or termination shall not relieve Client of its obligation to pay all fees, costs, and media expenses incurred or committed prior to the effective date of suspension or termination.
6.3 Regulated Advertisers; No Professional Advice; Client Responsibility. To the extent Client operates in, or the Services relate to, any regulated industry, including without limitation legal services, medical or healthcare services, insurance, financial services, pharmaceuticals, or any profession subject to licensing, ethical rules, or heightened advertising regulations (“Regulated Advertisers”), Client acknowledges and agrees that: (a) AIM does not provide legal, medical, healthcare, financial, insurance, or other professional advice, and nothing in the Services, Deliverables, Creative Assets, recommendations, or AI-assisted outputs shall be construed as such advice; (b) Client retains sole and exclusive responsibility for compliance with all applicable professional rules, licensing requirements, ethical standards, advertising restrictions, disclosure obligations, and jurisdiction-specific regulations governing Client’s business and advertising; (c) Client is solely responsible for ensuring that all claims, statements, testimonials, comparisons, disclaimers, targeting, outreach, and calls-to-action are accurate, substantiated, non-misleading, and permitted under applicable professional and regulatory standards; (d) Any targeting, audience selection, messaging, or outreach strategies implemented by AIM are undertaken at Client’s direction and subject to Client’s approval and do not constitute professional judgment or advice by AIM; and (e) Client has obtained, or will obtain, independent legal, regulatory, or professional review of all advertising and marketing materials prior to approval and launch, where required or advisable. AIM expressly disclaims any responsibility or liability for Client’s failure to comply with professional, ethical, licensing, or regulatory obligations applicable to Regulated Advertisers and reserves the right, in its sole discretion and without liability, to suspend, modify, or terminate any Services or campaigns that AIM reasonably believes may violate applicable professional rules, platform policies, or regulatory requirements.
7. PERFORMANCE DISCLAIMERS
7.1 No Guarantees. You acknowledge that marketing and advertising outcomes are inherently uncertain. AIM does not guarantee any specific results, including: Leads, cases, clients, revenue, or profit, Particular levels of impressions, clicks, calls, or conversions, Placement, ranking, or approval of ads by any Third-Party Provider. Any performance projections, models, or benchmarks are estimates only.
7.2 Platform & Market Changes. AIM is not responsible for changes in platform algorithms, policies, pricing, inventory, competition, or market conditions that may impact performance.
7.3 AI-Assisted Services; No Reliance; No Training Rights. Client acknowledges and agrees that certain aspects of the Services may incorporate or be supported by artificial intelligence, machine learning, automation tools, predictive models, or algorithmic systems, including AI-assisted workflows used for analysis, content generation, optimization, insights, or recommendations (“AI-Assisted Services”). Client understands that AI-Assisted Services are probabilistic in nature, may produce incomplete, inaccurate, inconsistent, or non-deterministic outputs, and may rely on assumptions, training data, or third-party technologies beyond AIM’s control. AI-Assisted Services are not a substitute for human judgment, legal review, regulatory review, or professional advice. Client agrees that Client shall not rely solely on any AI-Assisted Services or outputs for compliance, legal, regulatory, medical, financial, or professional decision-making and remains solely responsible for reviewing, validating, approving, and substantiating all Deliverables, Creative Assets, claims, targeting, and outreach prior to use or distribution. AIM makes no representations or warranties regarding the accuracy, completeness, originality, non-infringement, or fitness for a particular purpose of any AI-Assisted outputs and disclaims all liability arising from Client’s reliance on such outputs. Client further acknowledges and agrees that: (a) AIM’s AI-Assisted Services are provided solely as part of AIM’s managed services and do not constitute licensed software, AI models, or standalone tools; (b) Client receives no rights to access, extract, reverse engineer, train, fine-tune, or otherwise use any AIM Systems, AI models, prompts, workflows, or underlying technologies; and (c) Client Content, Deliverables, campaign data, and outputs shall not be used to train or improve any general-purpose AI model for Client’s benefit, and Client acquires no ownership or training rights in AIM’s AI-Assisted Systems. Client agrees that any use of AI-Assisted Services is undertaken at Client’s discretion and risk, subject to the limitations of liability and disclaimers set forth in these Terms.
8. INDEMNITY & LIMITATION OF LIABILITY
8.1 Client Indemnity (AIM-Protective) You agree to defend, indemnify, and hold harmless AIM, its owners, officers, employees, and contractors from and against all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: Client Content or advertising claims; Your products, services, or business activities; Your violation of law or third-party rights; Creative, targeting, or campaigns approved by you; Your misuse of the Services or Deliverables; Data breaches or security incidents occurring on your systems.
8.2 AIM Indemnity. AIM will defend and indemnify Client against third-party claims alleging that AIM’s proprietary AIM Systems or AIM Materials (excluding Client Content, platform tools, and third-party materials) directly infringe valid intellectual property rights, provided that you promptly notify AIM of the claim and cooperate with AIM’s defense. AIM may settle any such claim in its discretion so long as the settlement does not impose additional material obligations on Client.
8.3 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW: NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, OR LOSS OF BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AIM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDER, THE SERVICES, OR THE DELIVERABLES SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO AIM FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. These limitations apply even if any remedy fails of its essential purpose.
9. CONFIDENTIALITY
Each party may receive non-public business, financial, technical, or strategic information from the other party (“Confidential Information”). The receiving party will: Use Confidential Information only to perform its obligations or exercise its rights under these Terms; Not disclose Confidential Information to third parties except to employees, contractors, or advisors with a need to know and bound by similar confidentiality obligations; and Protect Confidential Information using at least reasonable care. Confidential Information does not include information that is public, already known without breach, independently developed, or required to be disclosed by law (with prompt notice where legally permitted). Confidentiality obligations survive for three (3) years after termination.
10. RELATIONSHIP; NON-EXCLUSIVITY
10.1 Independent Contractor. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employer-employee, or fiduciary relationship. Neither party may bind the other without express written authorization.
10.2 Non-Exclusivity. Client acknowledges and agrees that AIM provides Services to multiple clients across various industries and verticals. Nothing in these Terms or any Order restricts AIM from providing the same or similar Services to other clients, including direct or indirect competitors of Client, provided that AIM will not disclose Client’s Confidential Information.
11. TERM, TERMINATION & SUSPENSION
11.1 Term. These Terms become effective upon the earlier of your first use of the Services, signature of an Order, or payment for the Services, and remain in effect until all Orders have expired or been terminated, unless earlier terminated as provided herein.
11.2 Termination for Cause. Either party may terminate these Terms or any Order immediately upon written notice if the other party: (a) materially breaches these Terms or the Order and fails to cure within fourteen (14) days after written notice; or (b) becomes insolvent, is subject to bankruptcy proceedings, or ceases business.
11.3 Effect of Termination. Upon termination: All fees and media costs incurred or committed on Client’s behalf prior to the effective termination date remain due and payable. Your right to use the Services terminates immediately. Sections that by their nature should survive (including IP, confidentiality, indemnity, limitation of liability, and dispute resolution) will continue in full force.
12. GOVERNING LAW & DISPUTE RESOLUTION
These Terms and any disputes arising out of or relating to the Services or any Order are governed by the laws of the State of California, without regard to conflict of laws principles. The parties will first attempt in good faith to resolve any dispute through informal discussions for at least thirty (30) days. If unresolved, any dispute shall be finally resolved by binding arbitration administered by JAMS in San Diego, California, by a single arbitrator. The arbitration will be confidential, and the arbitrator’s decision will be final and may be entered as a judgment in any court of competent jurisdiction.
13. MISCELLANEOUS
Force Majeure. Neither party is liable for delays or failures due to events beyond its reasonable control, including acts of God, war, strikes, labor disputes, pandemics, government actions, or platform outages.
Assignment. Client may not assign or transfer these Terms or any Order without AIM’s prior written consent. AIM may assign these Terms or any Order to an affiliate or successor in connection with a merger, acquisition, or sale of assets.
Notices. Notices must be sent by email or by recognized courier to the addresses specified in the applicable Order or as otherwise updated in writing.
Entire Agreement; Amendments. These Terms, together with any Orders and any URLs or policies incorporated by reference, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements on that subject. AIM may update these Terms from time to time by posting a revised version at the designated URL. Unless otherwise stated, changes take effect upon posting, and your continued use of the Services after posting constitutes acceptance.
Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the provision will be modified to the minimum extent necessary to make it enforceable.
Waiver. No waiver of any term will be effective unless in writing, and a waiver of any breach will not be a waiver of any other breach.
Electronic Signatures. The parties agree that electronic signatures and electronic records associated with Orders and these Terms are valid and enforceable.
SECTION B : TELEVISA MEDIA PLACEMENTS
1. Scope and Applicability. This Section B applies solely to advertising placements on television, digital, streaming, or other media properties owned, operated, or controlled by Televisa or its affiliated entities (“Televisa Properties”). In the event of any conflict between this Section B and Section A of the AIM Marketing Services Terms & Conditions, this Section B shall control only with respect to Televisa Properties. All other Services remain governed exclusively by Section A.
2. Televisa as Independent Media Owner. Client acknowledges that Televisa is an independent third-party media owner and not an agent, partner, joint venturer, or affiliate of AIM. AIM acts solely as a marketing services provider and, where applicable, as a facilitator of media placement on Televisa Properties. AIM is not a party to Televisa’s advertising contracts and does not control Televisa’s operations, inventory, broadcast decisions, scheduling, or compliance determinations.
3. Incorporation of Televisa Terms (Pass-Through). Client acknowledges that advertising placements on Televisa Properties are subject to Televisa’s standard advertising terms, conditions, policies, and requirements, as amended from time to time (“Televisa Terms”). Client agrees that, with respect to Televisa Properties, Client shall comply with all Televisa Terms, including without limitation provisions relating to: Prepayment and invoicing; Non-refundability of advertising investments; Suspension or termination for non-payment; Content responsibility and legal compliance; Required permits, authorizations, and licenses; Health-related advertising approvals (including COFEPRIS, where applicable); Monthly reconciliation and deemed acceptance. Confidentiality of commercial terms. Client further acknowledges that Televisa may require Client to execute separate agreements or accept terms directly with Televisa, and that such agreements are solely between Client and Televisa.
4. Payment; Non-Refundability. Client acknowledges that Televisa advertising investments are non-cancelable and non-refundable, including in cases of non-use, early termination, or suspension. Any failure by Client to make required payments may result in immediate suspension of Televisa Services without liability to AIM or Televisa, and Televisa may accelerate payment of outstanding balances in accordance with Televisa Terms.
5. Content Responsibility and Indemnification. Client remains solely responsible for all advertising materials, content, claims, disclosures, and representations transmitted on Televisa Properties. Client represents and warrants that all materials comply with applicable laws in Mexico and any other applicable jurisdiction, including advertising, consumer protection, intellectual property, and health-related regulations. Client agrees to defend, indemnify, and hold harmless Televisa and AIM from any claims, penalties, fines, or liabilities arising out of or related to the content of advertising materials supplied or authorized by Client for Televisa Properties.
6. Health-Related Advertising. If Client advertises products or services subject to health-related advertising regulations, Client acknowledges that Televisa may require submission of valid sanitary registrations, permits, or notices issued by the applicable authorities (including COFEPRIS). Failure to provide required documentation may result in suspension of advertising without liability to Televisa or AIM.
7. Governing Law (Televisa Placements Only). Client acknowledges that Televisa advertising placements may be governed by the laws of Mexico City, Mexico, as required by Televisa Terms, solely with respect to Televisa Properties. All other Services provided by AIM remain governed exclusively by Section A, including its governing law and dispute resolution provisions.
8. No AIM Liability for Televisa Performance. AIM shall not be liable for any act, omission, delay, suspension, rejection, force majeure event, or failure to perform by Televisa or any Televisa affiliate. Client acknowledges that any disputes regarding Televisa inventory, broadcast, scheduling, or compliance determinations are matters solely between Client and Televisa.
9. Survival. This Section B shall survive termination of the applicable Order solely to the extent necessary to enforce payment obligations, indemnities, and compliance requirements relating to Televisa Properties.