Metrical Advertising Services
Metrical is a business, product, and brand of CMI Digital Media, LLC.
These Terms and Conditions (“Terms”) govern the Advertising Services Contract (“Contract”) entered into between the client identified on the face of the Contract (hereinafter the “CLIENT”) and CMI Digital Media, LLC, operating under the Metrical brand (hereinafter “CMI” or “Metrical”), for the provision of media, digital advertising, and related services (the “Services”). These Terms are incorporated into the Contract by reference, form an integral part of the Contract, and take effect from the moment the Contract is signed by the CLIENT and accepted by CMI. CMI reserves the right not to provide the Services if the CLIENT has overdue payments, for breach of any contractual clause, or for any reason it, in its sole discretion, deems appropriate. Neither Party shall be bound by any verbal agreement; no agent or employee of CMI is authorized to modify these Terms.
The term of the Contract shall be as the Parties expressly agree on the face of the Contract (start date, end date, and duration). The Parties may freely agree on the term they deem appropriate. CMI shall determine, within a reasonable time, when each Service will be published or take effect. Any delay in the provision or publication of a Service shall not entitle the CLIENT to a refund or termination, except as provided in Section 11 (Limited Liability).
Either Party may terminate the Contract by written notice given no less than thirty (30) calendar days in advance, in accordance with Section 21 (Notices). Metrical’s Services are not subject to any early cancellation penalty. The CLIENT shall be responsible for all charges accrued through the effective date of termination. The Contract shall remain in force and binding until CMI certifies the termination in writing.
The Contract shall not renew automatically, unless agreed in writing between the parties. Upon expiration of the agreed term, the Contract shall conclude, unless the Parties expressly agree in writing to a renewal or a new term, at the rates and charges then in effect.
CMI shall send a proof of the Service only if the CLIENT requests it in writing. If the proof is not returned by the indicated date, the CLIENT agrees that CMI may conclude that it is correct and approved. CMI may, at its discretion, send proofs by email, text message, WhatsApp, or other electronic means, and reserves the right to reject any objectionable and/or unlawful content.
The information the CLIENT provides in the Contract (name, address, telephone numbers, and others) shall be used as the correctness criterion for each Service. It is the CLIENT’s responsibility to keep it up to date and to notify any change in writing with reasonable advance notice. Changes to the CLIENT’s information shall not cancel, modify, or void the Contract; the CLIENT shall remain obligated to pay as agreed. Notwithstanding, in the event of a cessation of operations of the CLIENT’s business duly validated and/or certified by the CLIENT, CMI may prospectively cancel the contracted services and products while retaining its right to collect amounts owed through the certification of the closure of the CLIENT’s business operations.
The CLIENT agrees to pay all charges associated with the Services, including any applicable sales and use tax, excise, or state or federal levy. Charges shall be collected via automatic electronic debit or, if invoiced, upon presentation of the invoice. The CLIENT authorizes CMI to charge current, pending, and overdue charges, as well as any penalty, to any bank account or credit card provided. Any check returned for insufficient funds shall carry a processing charge of twenty-five dollars ($25.00), as well as any applicable legal claim. In the event of an outstanding balance greater than thirty (30) days, CMI may suspend any Service being provided, without giving rise to any claim or cause of action by the CLIENT.
If the CLIENT engages in a profession or operation licensed or regulated in Puerto Rico, it warrants that its license or permit is current and active, and undertakes to provide its number for inclusion in the advertisement or profile, in accordance with applicable law or regulation. The CLIENT certifies that it holds all licenses, degrees, or specialties that appear in the advertising.
The CLIENT represents and warrants that: (i) it holds all rights and authorizations over the illustrations, texts, trademarks, trade names, and other intellectual property and information provided, whether as owner or with due authorization; (ii) all information provided is correct and truthful; (iii) it complies with all laws and regulations applicable to its business or profession; and (iv) the content and the use it makes of it will not infringe any trademark, trade name, copyright, right of publicity or privacy, patent, or other third-party intellectual property, nor constitute deceptive advertising or an unfair practice. The CLIENT shall notify in writing immediately of any change in these representations and absolutely and continuously releases CMI from any claim brought by third parties with respect to the content provided.
Any original art or design work that CMI prepares in connection with the Service may be considered the CLIENT’s property once full payment is satisfied. Notwithstanding, unless otherwise agreed, URLs, domains, email accounts, websites, and digital campaigns shall be the exclusive property of CMI. The CLIENT agrees that it has no proprietary right over the advertising until it makes payment in full, and may acquire the domain for the amount CMI establishes. The CLIENT authorizes CMI to copy and reproduce the published content, free of charge or royalties, and grants it a license to collect and use information about the use and effectiveness of the Services (including, without limitation, traffic, click, and impression metrics), of which CMI is the owner, for any lawful purpose. CMI reserves the right to adjust any art or design that does not meet industry standards.
The CLIENT agrees to defend, indemnify, and hold harmless CMI, its affiliates, subsidiaries, shareholders, directors, officers, and employees, from any claim, demand, loss, damage, cost, and attorney’s fees arising, in whole or in part, from: (i) the unauthorized use of copy, illustrations, image rights, or rights of publicity; (ii) any claim that the CLIENT’s content infringes or misappropriates the intellectual property or proprietary right of a third party; (iii) the breach of any CLIENT warranty or representation; (iv) the services the CLIENT provides to its own users, the CLIENT being solely responsible to them; and (v) any other claim before any forum related to the publication of the CLIENT’s content.
CMI’s liability, if any, for any error, omission, or claim related to the Service shall be limited to the amount of the charges actually paid by the CLIENT for the affected Service, and the refund of such payments shall be the CLIENT’s sole and exclusive remedy for any breach. In no event shall CMI be liable for indirect, incidental, special, punitive, or consequential damages, nor for lost profits, loss of revenue, goodwill, or anticipated savings. This limitation extends to CMI’s affiliates, representatives, service providers, directors, officers, and employees. The Services are provided “as is” and as available, without express or implied warranties, including those of merchantability, fitness for a particular purpose, or non-infringement.
CMI does not guarantee position, sequence, rotation, number of impressions, ranking, or any specific result in any digital or print medium. CMI shall not be responsible for changes, alterations, interruptions, or policies of third-party platforms (including, without limitation, Google, Meta/Facebook, Instagram, YouTube, and TikTok), nor for the duplication of profiles, nor for the interaction, comments, or influences of third parties or users regarding the published content.
The CLIENT shall deliver the elements necessary for the creation of the Services (photos, logo, slogan, access credentials for social media and domains, and a current Merchant’s Registration Certificate, if applicable) within five (5) business days following the signing of the Contract. If they are not delivered, the CLIENT authorizes CMI to use generic or “stock” elements so as not to halt production, and to invoice the Service. CMI shall not be responsible for the CLIENT’s failure to deliver such elements in a timely manner.
The CLIENT, by entering into this Contract, expressly acknowledges and authorizes CMI to use artificial intelligence (“AI”) tools and systems as an integral part of its internal processes in providing the contracted Services and/or products, including without limitation the creation of advertising and creative content, graphic design, creative writing (copywriting), development and optimization of digital advertising strategies, audience segmentation, data analysis, production of art for print media and billboards, and the management, scheduling, and publication of content on social media and third-party platforms (including, without limitation, Google, Meta, and X). The CLIENT acknowledges that the use of AI constitutes a standard practice of the advertising industry, compatible with the nature and scope of the Services.
All content, strategy, or material generated with AI support shall be subject to CMI’s review, editorial judgment, and validation prior to delivery and/or publication; the use of AI complements, and does not replace, CMI’s professional, creative, and strategic judgment. The specific AI tools, as well as the prompts, workflows, and configurations employed, form part of CMI’s proprietary methodology and know-how, which CMI shall not be obligated to disclose and whose confidential and exclusive-use character the CLIENT expressly acknowledges.
The materials, advertising pieces, strategies, and content delivered constitute CMI’s work product, regardless of the tools or AI used in their creation, and are governed entirely by Section 9 (Intellectual Property and Content). CMI does not guarantee exclusive intellectual property rights over content generated by AI, and the CLIENT assumes sole responsibility for the use it makes of them once received and approved. CMI shall not be responsible for results, claims, damages, or losses that may arise from the use of AI in the processes of creating and delivering the Services and/or products, provided that such materials have been subjected to the professional review process described in subsection (a) of this Section. Likewise, CMI shall not assume responsibility for future changes in the regulation applicable to the use of artificial intelligence that may affect materials delivered prior to such regulation.
CMI shall not be responsible for any delay or failure to the extent caused by fire, flood, explosion, war, embargo, governmental requirements, terrorist acts, civil or military authority, act of God, or other similar causes beyond its control (“Condition”). In the event of a Condition, CMI may: (i) terminate the Contract, in whole or in part, as to the Service not provided; or (ii) suspend its effectiveness while the Condition persists and resume it upon cessation, with the option to extend the term by an equal period. Option (ii) shall be deemed selected unless written notice to the contrary is given within the following thirty (30) days.
The CLIENT accepts that the publication of an advertisement does not imply that CMI approves or endorses any product, service, person, or company, nor anyone to whom CMI has referred it for creative, design, or any other services.
This Contract is entered into between the CLIENT and CMI. Any change of owner, name, or managerial or operational team of the CLIENT does not dissolve or invalidate the Contract. The CLIENT may not assign or transfer the Contract without CMI’s written consent, which shall not be withheld without apparent cause. CMI may assign or transfer the Contract.
This Contract shall be interpreted in accordance with the laws of the Commonwealth of Puerto Rico. The CLIENT accepts and acknowledges that any controversy shall be heard and resolved by the Courts of the Commonwealth of Puerto Rico, venue of the San Juan Part. Should collection efforts or legal or judicial expenses arise to enforce the Contract, including the collection of amounts owed, the CLIENT agrees to pay an additional item of thirty percent (30%) of the total owed for attorney’s fees, plus costs, legal expenses, and enforcement at the time collection is instituted.
Signatures sent by email, or captured electronically through specialized “software,” shall have the same legal effect as an original signature. The CLIENT consents to conduct transactions with CMI by electronic means.
(a) These Terms, together with the face of the Contract, constitute the entire agreement between the Parties and supersede any prior agreement, arrangement, or understanding, whether verbal or written. (b) No amendment, modification, waiver, or cancellation shall be effective unless in writing and duly authorized by CMI; sales consultants are not authorized to modify or amend the Contract. (c) If any clause is found invalid or illegal, the remaining ones shall remain in full force; the invalid clause shall be deemed not written and shall automatically be replaced by a valid one of similar effect. (d) The CLIENT agrees to receive notices and communications by text message (SMS), WhatsApp, email, or other electronic means used by CMI.
Any notice to CMI under these Terms, including any request for cancellation or termination, shall be made in writing, by email to servicioalcliente@metricalmedia.com or by certified mail with return receipt to: CMI Digital Media, LLC — Metrical, PO Box 192819, San Juan, PR 00919-2819, identifying the corresponding subject. The CLIENT shall retain evidence of the mailing and of CMI’s cancellation certification.
The CLIENT hereby states that it has read, understands, and accepts, freely and voluntarily and without reservation of any kind, the Terms and Conditions established herein, as well as the clauses on the face of the Contract.
CMI Digital Media, LLC — Metrical | Terms and Conditions (Rev. July 2026)
