MOBIPLAY
ADVERTISER PLATFORM TERMS AND CONDITIONS
Version 1.0 | Effective Date | Governed by the Laws of the United Mexican States
This document is in English. The official Spanish version governs in case of conflict.
KEY TERMS — TL;DR SUMMARY
USER OBLIGATIONS | PAYMENT RULES | SUSPENSION / TERMINATION |
· Register with valid RFC & tax data · Upload compliant Creative content · Obtain all regulatory permits (COFEPRIS) · Comply with all Mexican advertising law · Disclose AI-generated content · Maintain account security | · Pre-paid Credits model (MXN) · Credits consumed per Impression served · Auto-recharge at <$3,000 MXN balance · All prices + 16% IVA · + 4% platform fee[MH1] · CFDI 4.0 issued per fiscal data provided · No Credit transfers between accounts | · Immediate suspension for T&C breach · Suspension for missing permits/docs · IP infringement: 2 strikes = termination · Forfeiture of Credits on termination · 30-day dispute window for billing · Appeal process available |
PREAMBLE AND ACCEPTANCE
Plain Language Summary: By creating an account on the Platform, you agree to be legally bound by these Terms. Read them carefully before signing up. |
These Advertiser Platform Terms and Conditions (these "Terms") constitute a legally binding agreement between TRUETECH BRAND, S.A.P.I. DE C.V., a variable-capital corporation (sociedad anónima promotora de inversión de capital variable) duly incorporated and validly existing under the laws of the United Mexican States, with its registered domicile in Santiago de Querétaro, Querétaro, Mexico ("Company", "we", "us", or "our"), and the entity or individual identified during account registration ("Advertiser", "you", or "your").
BY CREATING AN ACCOUNT ON THE PLATFORM OR BY CLICKING THE "I AGREE" OR EQUIVALENT BUTTON DURING THE ONBOARDING FLOW, THE ADVERTISER: (A) ACKNOWLEDGES HAVING READ AND UNDERSTOOD THESE TERMS IN THEIR ENTIRETY; (B) REPRESENTS HAVING THE FULL LEGAL AUTHORITY TO BIND ITSELF OR THE LEGAL ENTITY IT REPRESENTS; AND (C) AGREES TO BE BOUND BY THESE TERMS AS OF THE EFFECTIVE DATE. IF THE ADVERTISER DOES NOT AGREE TO THESE TERMS, IT MUST NOT CREATE AN ACCOUNT OR USE THE PLATFORM.[MH2] [MH3]
P.1 Legal Basis.
These Terms are governed by and shall be construed in accordance with the laws of the United Mexican States, including without limitation the Código Civil Federal, the Código de Comercio, the Ley Federal de Protección al Consumidor (LFPC/PROFECO), the Ley Federal de Protección de Datos Personales en Posesión de los Particulares (LFPDPPP), and applicable NOM standards. Where the LFPC applies, its mandatory consumer protections are incorporated herein. The 2021 standards on advertising transparency referenced in PROFECO guidance are expressly acknowledged.
P.2 Language.
These Terms are provided in English as a convenience. In the event of any conflict or ambiguity between this English version and the official Spanish version, the Spanish version shall govern and prevail. The Spanish version is available at [URL/SPANISH-TERMS[MH4] ].
[ATTORNEY REVIEW RECOMMENDED] Confirm that the Spanish-language version has been formally drafted and is published at the stated URL prior to platform launch. The governing-language clause creates a legal obligation to maintain an accurate Spanish version.
1. DEFINITIONS
Plain Language Summary: Key terms used throughout this document are defined below. Terms in the text refer back to this section. |
For purposes of these Terms, the following definitions shall apply:
"Platform" | The proprietary SaaS advertising management system owned and operated by TRUETECH BRAND, S.A.P.I. DE C.V. under the brand name MOBIPLAY, including all software, interfaces, APIs, dashboards, and associated tools accessible by Advertisers. |
"Advertiser" | Any legal entity (persona moral) or individual with legal capacity (persona física) that creates an account on the Platform and purchases advertising Impressions. |
"Campaign" | A defined advertising initiative created by an Advertiser on the Platform, comprising one or more Creatives, targeting parameters, a budget, and a scheduled flight period. |
"Impression" | A single rendering of an Advertiser's Creative displayed on a Device screen for a minimum continuous duration of fifteen (15) seconds and a maximum duration of thirty (30) seconds, as verified by the Platform's Proof of Play system. |
"Credits" | Pre-purchased units of advertising value denominated in Mexican pesos (MXN) that are deposited into an Advertiser's account and consumed as Impressions are delivered. |
“Platform Fee” | The platform fee is a platform service charge not converted into Credits and non-refundable. |
"Creative" | Any digital advertising file (video, image, animation, or combination thereof) uploaded by the Advertiser to the Platform for display via the Device Network. |
"Device Network" | The proprietary network of digital display screens owned and operated by TRUETECCH BRAND, S.A.P.I. DE C.V. and installed inside rideshare vehicles operated by Host Partners. |
"Device" | An individual digital display screen, including its hardware enclosure and embedded firmware, owned by TRUETECH BRAND, S.A.P.I. DE C.V. and installed in a rideshare vehicle. |
"Host Partner" | An independent contractor who operates a rideshare vehicle in which a Device is installed, pursuant to a separate Independent Contractor Agreement with TRUETECH BRAND, S.A.P.I. DE C.V. Host Partners are not parties to these Terms. |
"Proof of Play" | The automated, timestamp-verified log generated by the Platform confirming that a Creative was rendered on a Device screen for the minimum qualifying duration to constitute a billable Impression. |
"CFDI" | Comprobante Fiscal Digital por Internet, the digital tax invoice format required under Mexican fiscal law (SAT regulations), version 4.0 as currently in effect. |
"IVA" | Impuesto al Valor Agregado, Mexico's value-added tax, currently levied at a rate of 16%. |
"RFC" | Registro Federal de Contribuyentes, the Mexican taxpayer identification number issued by the SAT. |
"SAT" | Servicio de Administración Tributaria, the Mexican Tax Administration Service. |
"Restricted Category" | A product or service category for which advertising is subject to regulatory pre-approval, including but not limited to: pharmaceutical products, dietary supplements (suplementos alimenticios), medical devices, alcoholic beverages, tobacco and vaping products, financial services, products making health claims, and all other COFEPRIS-regulated categories. |
"COFEPRIS" | Comisión Federal para la Protección contra Riesgos Sanitarios, the Mexican federal health regulatory authority empowered to issue advertising permits and enforce health-related advertising standards. |
"Permiso / Aviso de Publicidad" | Any permit, notice, or authorization issued by COFEPRIS or other competent authority authorizing the advertisement of products in a Restricted Category. |
"NOM-051" | Norma Oficial Mexicana NOM-051-SCFI/SSA1-2010, which governs general labeling specifications and advertising standards for pre-packaged food and non-alcoholic beverages. |
"Auto-Recharge" | An automated billing feature, enabled by default upon an Advertiser's first deposit, that charges the Advertiser's registered payment method to replenish Credits when the account balance falls below the recharge threshold to ensure service continuity defined in Section 4. |
"Effective Date" | The date on which the Advertiser agrees to be bound by the Mobiplay terms of service, by creating an account and checking the agreement box during the onboarding flow. |
"Force Majeure Event" | Any event beyond a party's reasonable control, including natural disasters, acts of government, telecommunications failures, cyberattacks, or pandemics. |
2. PLATFORM DESCRIPTION AND NATURE OF SERVICE
Plain Language Summary: The Company owns all devices in rideshare vehicles. You are buying ad impressions from the Company — not from drivers. Delivery depends on real-world vehicle activity and is not 100% guaranteed. |
2.1 Company as Media Owner and Platform Operator.
The Company is the exclusive owner and operator of the Device Network. All Devices installed in Host Partner vehicles are the sole property of the Company. The Company operates the Platform as a self-service SaaS advertising management system enabling Advertisers to create, manage, and measure digital advertising campaigns delivered through the Device Network.
2.2 Nature of the Advertiser Relationship.
The Advertiser is purchasing Impressions from the Company as the media owner and platform operator. The Advertiser is not purchasing advertising services from Host Partners or drivers. Host Partners provide physical space and electrical power for Company-owned equipment pursuant to separate Independent Contractor Agreements to which Advertisers are not party and have no rights or obligations.
2.3 Impression Standard.
An "Impression" is recorded and billed when an Advertiser's Creative is rendered on a Device screen for a minimum continuous duration of fifteen (15) seconds or a maximum duration of thirty (30) seconds, as logged and verified by the Platform's Proof of Play system. Content with a duration of less than 15 seconds or more than 30 seconds will not be permitted.
2.4 Delivery Conditions and No Guarantee.
Impression delivery is subject to: (a) Host Partner vehicle uptime and active rideshare trips; (b) GPS location and geofencing parameters; (c) Device connectivity to the Company's content delivery infrastructure; and (d) available inventory within the Advertiser's targeting parameters. The Company does not guarantee delivery of a specific number of Impressions within any given time period unless expressly stated in a written Campaign order. Targets and estimates provided during campaign setup are good-faith projections and are not contractual commitments.
2.5 Device Liability — Hardware in Vehicles.
The Company shall not be liable for: (a) Host Partner behavior, actions, or omissions; (b) vehicle accidents or traffic incidents; (c) tampering with, vandalism of, or unauthorized modification of Devices by third parties, including Host Partners, passengers, or other persons; or (d) hardware damage, theft, or destruction that prevents a Creative from being displayed. In any such event, Credits corresponding to undelivered Impressions will not be consumed, but no other compensation shall be due to the Advertiser.
2.6 Platform Liability — Software Downtime.
The Company shall use commercially reasonable efforts to maintain Platform availability. Scheduled maintenance windows will be communicated with at least twenty-four (24) hours' advance notice via email or in-platform notification. The Company's liability for unscheduled Platform downtime is limited as set forth in Section 14 (Limitation of Liability). Downtime not exceeding four (4) cumulative hours per calendar month shall not constitute a breach of these Terms. In any such event, Credits corresponding to undelivered Impressions will not be consumed, but no other compensation shall be due to the Advertiser.
3. ACCOUNT CREATION AND ELIGIBILITY
Plain Language Summary: You must be a legally registered business or individual with capacity to contract. Your account is yours alone — no sharing, no transfers. |
3.1 Eligibility.
The Platform is available exclusively to: (a) legal entities (personas morales) duly incorporated and validly existing under the laws of Mexico or another jurisdiction; and (b) individuals (personas físicas) of legal age with full capacity to contract (plena capacidad legal) under the Código Civil Federal. By creating an account, the Advertiser represents and warrants that it meets these eligibility requirements.
3.2 Registration Information.
The Advertiser must provide accurate, complete, and current information during registration, including without limitation:
• Legal corporate name or full legal name of the individual
• RFC and applicable tax regime (régimen fiscal) as registered with the SAT
• Valid fiscal domicile address for CFDI issuance
• Valid business email address and contact information
• Authorized representative name (for personas morales)
It is the Advertiser's sole responsibility to maintain the accuracy of this information. The Company shall not be liable for billing errors, CFDI rejections, or tax consequences arising from inaccurate registration data provided by the Advertiser.
3.3 One Account Per Legal Entity.
Each legal entity or individual may maintain only one (1) active account on the Platform. Accounts are non-transferable and may not be shared, assigned, or sublicensed to any third party. The Company reserves the right to terminate duplicate accounts without refund.
3.4 Account Security.
The Advertiser is solely responsible for maintaining the confidentiality of its account credentials and for all activities conducted through its account. The Advertiser shall immediately notify the Company at [security@companyemail.com[MH5] ] upon discovering any unauthorized access or use of its account. The Company shall not be liable for any loss or damage arising from unauthorized account access resulting from the Advertiser's failure to maintain credential security.
4. DEPOSITS, CREDITS, FEES AND BILLING
Plain Language Summary: You prepay for Credits. Credits are spent only when an ad actually plays. Auto-recharge is on by default — you can turn it off in settings. All prices are subject to a 4% Platform Fee and 16% IVA. Invoices are CFDI 4.0. |
4.1 Credit-Based Prepayment Model.
The Platform operates on a prepayment model. Advertisers must purchase Credits prior to activating any Campaign. Credits are denominated in Mexican pesos (MXN) and are held in the Advertiser's account balance until consumed. Credits have no cash value, do not constitute a financial instrument, and may not be sold, gifted, or transferred to any third party or other account under any circumstances.
4.2 Credit Consumption.
Credits are consumed at the time a qualifying Impression is served and logged by the Proof of Play system — not at the time a Campaign is created, approved, or scheduled. The per-Impression cost is determined by the applicable rate card at the time the Campaign is configured. The rate card is displayed in the Platforms create a campaign flow and may be updated by the Company with advance notice as set forth in Section 16.
4.3 Auto-Recharge.
By making their first Credit deposit on the Platform, Advertisers are automatically enrolled in the Auto-Recharge feature to ensure service continuity. The Advertiser expressly acknowledges and agrees to the following terms of Auto-Recharge, which is confirmed at account signup:
• Trigger Condition: Auto-Recharge activates automatically when the Advertiser's available Credit balance falls below three thousand Mexican pesos (MXN $3,000) at the beginning of every month.
• Recharge Amount: Upon trigger, the Advertiser's registered payment method will be charged an amount equal to the difference between the settled balance at trigger time and the threshold of MXN $3,000 (i.e., a top-up to MXN $3,000).
• Automatic Charge & Authorization Mandate: The Advertiser expressly authorizes the Platform and its payment processor (Stripe) to retain their payment credentials and automatically charge their registered payment method each time the trigger condition is met, without requiring additional authorization per individual transaction, until Auto-Recharge is actively disabled by the Advertiser. The Platform will provide a digital confirmation/receipt via email immediately following each successful charge.
• Disabling Auto-Recharge: The Advertiser may disable Auto-Recharge at any time through the settings section of its Platform account profile. Disabling Auto-Recharge takes effect instantly upon the Advertiser's request. Upon successful disabling, the Platform will issue an electronic cancellation confirmation number or folio to the user's registered email.
• Confirmation at Signup: The Advertiser must affirmatively confirm Auto-Recharge enrollment by checking the designated unchecked confirmation box during the account registration and first-deposit flow. Completion of the first deposit constitutes express consent to Auto-Recharge.
4.4 Invoicing — CFDI 4.0.
All Credit purchases and billable transactions will be invoiced by the Company via CFDI 4.0 in compliance with SAT regulations. CFDI documents will be generated based exclusively on the tax information (RFC, tax regime, fiscal address) provided by the Advertiser at registration. It is the Advertiser's sole and exclusive responsibility to provide accurate, complete, and current fiscal data. The Company is not responsible for CFDI errors, rejections, or cancellations attributable to incorrect information provided by the Advertiser. CFDI corrections or cancellations are subject to applicable SAT regulations and timelines; the Company will reasonably cooperate with correction requests submitted within the SAT-mandated period.
4.5 Taxes.
All prices displayed on the Platform are stated before the application of Impuesto al Valor Agregado (IVA). IVA at the current statutory rate of sixteen percent (16%) will be added to all transactions at checkout. The Advertiser is responsible for any other taxes applicable to its use of the Platform under its own tax regime. Prices are subject to change upon notice as provided in Section 16; continued use of the Platform after a price change takes effect constitutes acceptance of the new pricing.
4.6 Platform Fee.[MH6]
A Platform Fee of four percent (4%) is charged on every Credit deposit, including deposits made manually by the advertiser and deposits triggered automatically through the Auto-Recharge feature described in Section 4.3. The Platform Fee is disclosed transparently at checkout prior to payment confirmation and is reflected as a separate line item on the transaction summary. The fee is calculated as follows:
· Base deposit amount: the Credit value selected or triggered by the advertiser (e.g., MXN $3,000.00)
· Platform Fee (4%): applied to the base deposit amount (e.g., MXN $120)
· Subtotal: base deposit + Platform Fee (e.g., MXN $3,120)
· IVA (16%): applied to the subtotal (e.g., MXN 499.20)
· Total Charged to payment method: base deposit + Platform Fee + IVA (e.g., MXN 3,619.20)
Only the base deposit amount (before the Platform Fee and IVA) is credited to the Advertiser’s account balance as usable Credits. The Platform Fee and IVA are service charges and are not converted into Credits. The Platform Fee is non-refundable in all circumstances, including in the event of account closure or unused Credit refunds, except as expressly required by mandatory provisions of Mexican law.
5. CAMPAIGN RULES AND MANAGEMENT
Plain Language Summary: You control your campaigns via the self-service dashboard. All campaigns go through content review before going live. We can pause or remove any campaign at any time for policy violations or legal risk. |
5.1 Campaign Lifecycle.
Advertisers create and manage Campaigns through the Platform's self-service dashboard. A Campaign lifecycle consists of the following stages: (a) Draft — created but not submitted; (b) Under Review — submitted for content review; (c) Active — approved and serving Impressions; (d) Paused — temporarily halted by the Advertiser or the Company; and (e) Completed or Terminated — ended by schedule, budget exhaustion, or removal.
5.2 Content Review.
All Campaigns and Creatives are subject to content review by the Company prior to activation. The Company will use commercially reasonable efforts to complete initial review within [2] business days of submission. The Company reserves the right, at its sole and absolute discretion, to reject, pause, or immediately remove any Campaign or Creative at any time, with or without prior notice, for any of the following reasons (without limitation):
• Violation of any provision of these Terms or the Ad Content Policy in Section 6
• Missing, expired, or unverifiable required permit documentation
• Suspected fraud, misrepresentation, or deceptive content
• Regulatory risk or receipt of a complaint from a competent authority
• Intellectual property infringement claims
• Any content deemed to pose legal, reputational, or operational risk to the Company
5.3 Targeting Parameters.
The Platform may offer targeting capabilities including geographic area, time-of-day windows, and Device group selection. All targeting parameters are offered on a best-effort basis and are not guaranteed. Targeting accuracy depends on GPS data availability, Device connectivity, and available Host Partner inventory within the specified parameters. The Company makes no warranty as to targeting precision and shall not be liable for Impressions delivered outside an Advertiser's preferred parameters due to technical or operational limitations.
5.4 Inventory and Delivery.
Impression delivery is subject to available inventory within the Advertiser's targeting parameters, Device uptime, and geographic coverage at any given time. Campaign pacing and delivery schedules are estimates and may vary. The Company does not guarantee continuous or evenly paced delivery.
6. AD CONTENT POLICY
Plain Language Summary: Your ads must comply with Mexican law and our content rules. We prohibit illegal, harmful, deceptive, and non-compliant content. AI-generated content must be disclosed. |
The Advertiser warrants that all Creatives comply with this Ad Content Policy at all times. The following content is strictly prohibited on the Platform:
6.1 Illegal Content.
Any content that is illegal under applicable Mexican federal or state law, including advertising for products or services whose sale, distribution, or promotion is prohibited or unlicensed.
6.2 Discrimination and Hate Speech.
Content that promotes, incites, or constitutes hate speech, discrimination, or prejudice based on race, ethnicity, national origin, sex, gender identity, sexual orientation, disability, religion, or any other protected characteristic under the Ley Federal para Prevenir y Eliminar la Discriminación (LFPED) or applicable Mexican law.
6.3 Deceptive Advertising.
Content that is false, misleading, deceptive, or likely to mislead consumers regarding the nature, quality, characteristics, price, origin, or availability of any product or service, in violation of the Ley Federal de Protección al Consumidor (LFPC) and applicable NOM standards.
6.4 NOM Non-Compliance.
Content that violates any applicable Norma Oficial Mexicana (NOM) relevant to the advertised product category, including NOM-051-SCFI/SSA1-2010 for food and beverage products.
6.5 Illegal Products or Services.
Content promoting the sale or use of illegal drugs, controlled substances, unlicensed weapons, human trafficking, or any other product or service whose commercialization is prohibited under Mexican law.
6.6 Tobacco and Vaping.
Advertising for tobacco products, electronic cigarettes, vaping devices, and related accessories is prohibited unless the Advertiser provides documented evidence of compliance with all applicable Mexican regulations governing tobacco advertising, including the Ley General para el Control del Tabaco and any applicable COFEPRIS requirements.
6.7 Political Advertising.
Political advertising, electoral propaganda, or content promoting political parties, candidates, or ballot measures is prohibited unless accompanied by all legally required disclosures under the Ley General de Instituciones y Procedimientos Electorales (LGIPE) and any INE (Instituto Nacional Electoral) regulations. The Company reserves the right to refuse political advertising at its sole discretion.
6.8 Content Targeting or Reaching Minors.
Content that is directed at or designed to appeal primarily to minors (persons under eighteen (18) years of age) is prohibited. By accepting these terms, the Advertiser provides express written warranty that no Creative is directed at minors during campaign setup. Where any Campaign may foreseeably reach audiences that include minors (by virtue of content, timing, or geographic parameters), the Advertiser must provide advance written disclosure to the Company and warrant compliance with all applicable regulations protecting minors, including the Ley General de los Derechos de Niñas, Niños y Adolescentes.
6.9 Adult Content.
Pornographic, sexually explicit, or adult-oriented content of any kind is strictly prohibited, regardless of claimed legal status under any jurisdiction.
6.10 Third-Party Intellectual Property.
Content that uses, reproduces, or incorporates third-party trademarks, logos, copyrighted works, trade dress, or the name or likeness of any identifiable person without valid authorization from the rights holder is prohibited.
6.11 AI-Generated Content Disclosure.
If any Creative contains imagery, voices, audio, music, or written content that was generated in whole or in material part by artificial intelligence tools, the Advertiser warrants that: (a) all AI-generated content in its Creatives complies with applicable Mexican law; (b) such content does not infringe the intellectual property rights, personality rights (derechos de la personalidad), or image rights of any third party; and (c) the Advertiser holds all necessary rights, licenses, or authorizations required to use and commercially display the AI-generated content.
7. RESTRICTED CATEGORIES AND REGULATORY COMPLIANCE
Plain Language Summary: Certain product categories require government permits before advertising. These categories are temporarily restricted on the Platform. You are solely responsible for obtaining all COFEPRIS permits — we don't get them for you. |
7.1 Restricted Category List.
The following product and service categories are designated as Restricted Categories on the Platform, meaning that advertising for these categories requires pre-authorization documentation and is subject to enhanced review:
• Pharmaceuticals and health products (medicamentos) — prescription and over-the-counter
• Healthcare services and clinics, or specialists with a professional license (Cédula de Especialidad)
• Dietary supplements (suplementos alimenticios) and nutraceuticals
• Food & non-alcoholic beverages carrying one or more black octagonal NOM-051 warning seals
• Medical devices (dispositivos médicos)
• Alcoholic beverages (bebidas alcohólicas) of any alcohol content
• Tobacco, cigarettes, electronic cigarettes, vaping products, and accessories
• Financial services, including credit, insurance, investment products, fintech and cryptocurrency
• Gambling, lotteries, and raffles, sweepstake, prize draw, or game of chance as a mechanic — even if the advertiser is not a gambling company.
• Products making health or therapeutic claims not substantiated by COFEPRIS authorization
• Cosmetics, skin care, or personal care making drug-like (cosmecéutico) or health efficacy claims
• Veterinary products and medications
• Advertising directed at children
• Political Advertising
• Any other product or service regulated by DIGIPRIS, COFEPRIS, PROFECO, the CNBV, the CNSF, LFTR, LFPC, SEGOB, SDS or sector-specific regulatory authority
7.2 Temporary Restriction Pending Platform Build-Out.
The Platform's automated documentation verification system for Restricted Categories is currently under development. Accordingly, Restricted Category campaigns are temporarily blocked from automated self-service activation. Advertisers wishing to run Restricted Category campaigns should contact the Company at [compliance@companyemail.com[MH7] ] to initiate a manual documentation review process. The Company will work with the Advertiser via email to collect required documentation. The Company makes no guarantee as to the timeline for activation of Restricted Category campaigns pending platform build-out.
7.3 Advertiser's Exclusive Permit Responsibility.
For any Restricted Category advertisement, it is the Advertiser's sole and exclusive responsibility to: (a) identify all applicable regulatory requirements prior to account creation and campaign submission; (b) obtain valid Permisos or Avisos de Publicidad from COFEPRIS and any other competent authority; (c) ensure such permits are current, valid, and applicable to the specific Creative and claims made; and (d) submit copies of all required documentation to the Company upon request. The Company bears no responsibility whatsoever for obtaining, verifying, interpreting, or maintaining any regulatory permit on behalf of an Advertiser.
7.4 Company's Right to Require Documentation.
The Company reserves the right, at any time and in its sole discretion, to: (a) require submission of valid permit documentation before activating an Advertiser Account and activating or continuing to serve any Restricted Category Campaign; (b) reject or immediately remove any Restricted Category Campaign that lacks valid, current, and complete documentation; and (c) place any Campaign on hold pending documentation review, without liability to the Advertiser for any resulting delivery shortfall, business interruption, or lost revenue.
7.5 NOM-051 Food and Beverage Self-Declaration.
For all food and beverage advertising Campaigns, the Advertiser must complete a self-declaration during account creation confirming that all Creative materials comply with NOM-051-SCFI/SSA1-2010 with respect to: (a) front-of-pack nutritional labeling claims and representations; (b) permitted and prohibited advertising claims; (c) restrictions on advertising directed at minors; and (d) any other requirements of NOM-051 applicable to the advertised products. The Advertiser warrants the accuracy and completeness of this self-declaration and acknowledges that the Company does not independently verify NOM-051 compliance.
7.6 No Regulatory Advisory Role.
The Advertiser expressly acknowledges that the Company is a technology and media platform operator and is not a regulatory compliance advisor, legal counsel, or agency. Nothing in these Terms or in the Company's review process constitutes regulatory compliance advice, and the Advertiser shall not rely on any communication from the Company as a substitute for qualified legal or regulatory counsel. Regulatory compliance obligations are exclusively the Advertiser's responsibility.
8. ADVERTISER REPRESENTATIONS AND WARRANTIES
Plain Language Summary: You're making binding legal promises about your authority, your content, your permits, and your compliance with Mexican law. These promises matter — they form the basis of our agreement. |
The Advertiser represents, warrants, and covenants to the Company, as of the Effective Date and on a continuous basis for the duration of these Terms, that:
1. Authority. The Advertiser has full legal capacity and authority to enter into, execute, and perform its obligations under these Terms. If the Advertiser is a persona moral, the individual accepting these Terms on its behalf has been duly authorized to do so by all necessary corporate action.
2. Accuracy of Information. All information provided during registration, campaign setup, permit submission, and any other interaction with the Platform is accurate, complete, truthful, and not misleading.
3. Permits and Licenses. The Advertiser holds, and will maintain throughout the term of any active Campaign, all licenses, permits, registrations, authorizations, and Avisos or Permisos de Publicidad required by COFEPRIS, the SAT, the CNBV, the CNSF, or any other competent authority to advertise its products or services in Mexico.
4. Intellectual Property — Ownership and Licensing. The Advertiser is the lawful owner of, or holds valid and sufficient licenses to use, all content included in its Creatives, including without limitation images, video, audio, music, text, fonts, and trademarks. No Creative infringes any copyright, trademark, trade dress, patent, personality right (derecho de la personalidad), image right, or other intellectual property right of any third party.
5. Legal Compliance. The Advertiser's Creatives and advertising activities comply with all applicable Mexican laws and regulations, including the Ley Federal de Protección al Consumidor (LFPC), the Ley General de Salud, the Ley General para el Control del Tabaco, applicable NOM standards, COFEPRIS regulations, and any sector-specific legal requirements.
6. No Minors Targeting. No Creative submitted by the Advertiser is directed at, designed to primarily appeal to, or targets minors (persons under eighteen (18) years of age), except as disclosed in advance in writing and in full compliance with applicable regulations.
7. AI-Generated Content. Any AI-generated content within Creatives has been disclosed as required by Section 6.11, complies with applicable law, and does not infringe third-party rights.
8. Rideshare Audience Context. The Advertiser understands that its ads will be displayed to passengers inside moving rideshare vehicles, which constitutes a captive audience environment. The Advertiser represents that its Creatives are appropriate for this context and that the Advertiser accepts the rideshare in-vehicle display context as suitable for its advertising campaign.
9. No Fraudulent or Deceptive Content. No Creative contains false statements, deceptive claims, or content designed to mislead consumers in violation of the LFPC or applicable advertising standards.
9. INTELLECTUAL PROPERTY
Plain Language Summary: The Company owns the Platform. You own your ads. You give us a limited license to display your ads. If your ad infringes someone's IP, you are responsible — not us. |
9.1 Company IP.
The Company owns all right, title, and interest in and to the Platform, including all software, source code, firmware, algorithms, interfaces, databases, documentation, branding, trademarks, and device technology. These Terms do not grant the Advertiser any ownership interest in or to any Company property. The Advertiser's right to use the Platform is limited to the license expressly granted in these Terms.
9.2 Advertiser Creative License.
The Advertiser retains ownership of its original Creative content. By submitting a Creative to the Platform, the Advertiser grants the Company a non-exclusive, royalty-free, worldwide (limited to the Device Network), sublicensable-solely-to-subcontractors license to: (a) display, transmit, and render the Creative on Devices as part of a Campaign; (b) store the Creative on the Company's servers and content delivery systems; (c) create technical copies as necessary for delivery and Proof of Play logging; and (d) use the Creative in anonymized, aggregated format for internal analytics and platform improvement. This license terminates upon the conclusion of the applicable Campaign.
9.3 IP Indemnification.
Content Liability — What the Advertiser Uploads. The Advertiser shall indemnify, defend, and hold harmless the Company, its officers, directors, shareholders, employees, agents, and affiliates from and against any and all claims, demands, actions, losses, damages, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising from or related to any alleged or actual infringement of any copyright, trademark, trade dress, patent, personality right, image right, or other intellectual property right of any third party by the Advertiser's Creatives or advertising content. This obligation survives the termination of these Terms.
9.4 Intellectual Property Enforcement and Repeat Infringer Policy.
In accordance with applicable intellectual property laws (including the U.S. Digital Millennium Copyright Act and Articles 114 Septies and 114 Octies of the Mexican Federal Copyright Law), the Company maintains a strict policy regarding repeat infringement: (a) Termination Policy: The Company reserves the right, in its sole commercial discretion, to suspend or permanently terminate the accounts of any Advertiser who repeatedly violates or is the subject of multiple substantiated intellectual property infringement claims (such as receiving two (2) or more substantiated claims within a rolling twelve (12) month period). (b) Disposition of Credits: Upon termination for verified, repeated intellectual property infringement, any remaining unspent Credits shall be handled in accordance with applicable consumer protection regulations, and the Company reserves the right to offset any damages, legal fees, or administrative costs incurred from the infringement against the remaining balance. (c) Notices and Counter-Notices: The Company will promptly notify the Advertiser of any infringement claim. The Advertiser may dispute the claim by submitting a good-faith counter-notice as outlined in Section 9.5. The Company will process all notices and counter-notices in compliance with the statutory timelines required by local jurisdiction, including the temporary restoration of content if a claimant fails to initiate formal legal or administrative action within fifteen (15) business days of a counter-notice in applicable regions.
9.5 Notice and Takedown.
If a third party believes that a Creative displayed on the Device Network infringes its intellectual property rights, it may submit a written takedown notice to the Company at [ip@companyemail.com] [MH8] including: (a) identification of the copyrighted work or mark claimed to be infringed; (b) identification of the infringing Creative and its Campaign; (c) contact information for the complaining party; (d) a declaration that the complaining party has a good-faith belief that the use is unauthorized; and (e) a declaration under penalty of Mexican law that the information provided is accurate. Upon receipt of a valid notice, the Company will take commercially reasonable steps to review and, if warranted, remove or pause the relevant Creative pending resolution.
10. CONTENT REVIEW AND MODERATION
Plain Language Summary: We review all ads before they go live, but our review is not a legal compliance certificate. You remain fully responsible for your ads at all times — even after we approve them. |
10.1 Review Process.
The Company conducts a content review of all Creatives prior to Campaign activation. This review is conducted by the Company for the purpose of enforcing its Ad Content Policy as set out in Section 6 and the eligibility requirements of these Terms. Content review does not constitute: (a) legal advice; (b) a determination that the Creative complies with any law, regulation, or NOM standard; (c) verification of permit status or regulatory authorization; or (d) a waiver of the Company's rights to subsequently remove the Creative.
10.2 No Guarantee of Legal Compliance.
The Company's approval of a Creative signifies only that the Creative passes the Company's internal content review criteria as of the date of review. Approval does not constitute a representation or warranty by the Company that the Creative is legally compliant, that any required permits exist or are valid, or that any factual claims in the Creative are accurate. The Advertiser remains solely and exclusively responsible for the legal compliance of its advertising content.
10.3 Re-Review and Removal.
The Company may re-review any previously approved Creative at any time and may pause, suspend, or permanently remove such Creative if new information, regulatory guidance, complaints, or changes in applicable law suggest a violation of these Terms or applicable law. The Company shall not be liable to the Advertiser for any delivery shortfall, revenue loss, or business interruption resulting from a good-faith re-review and removal.
11. INDEMNIFICATION
Plain Language Summary: If your ad causes legal problems — regulatory fines, IP lawsuits, consumer complaints — you cover the costs, not us. This includes fake or expired COFEPRIS permits. |
11.1 General Indemnification.
The Advertiser agrees to indemnify, defend (at the Company's option), and hold harmless the Company, its shareholders, officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, suits, proceedings, demands, judgments, losses, damages, penalties, regulatory fines, administrative sanctions, costs, and expenses (including reasonable legal fees) (collectively, "Losses") arising out of or related to:
• The content, claims, or creative elements of the Advertiser's advertising materials, including any Creative submitted or displayed via the Platform
• Any regulatory action, sanction, or investigation resulting from the Advertiser's failure to obtain or maintain required permits, licenses, or authorizations, including COFEPRIS Permisos or Avisos de Publicidad
• Any alleged or actual infringement of third-party intellectual property rights by the Advertiser's Creatives
• Any false, misleading, or deceptive advertising claims in the Advertiser's Creatives or related communications
• Any violation of these Terms by the Advertiser
• Any breach of the representations and warranties in Section 8
• Any third-party claim arising from the Advertiser's business, products, or services advertised on the Platform
11.2 False or Fraudulent COFEPRIS Documentation.
Without limiting the generality of Section 11.1, if the Advertiser provides the Company with false, expired, fabricated, or otherwise invalid COFEPRIS permit documentation or any other regulatory authorization, the Advertiser shall be solely and exclusively liable for: (a) all regulatory fines, penalties, and administrative sanctions imposed on the Company by any competent authority; (b) all reasonable legal fees and defense costs incurred by the Company; (c) all third-party claims and damages arising from the unauthorized or non-compliant advertising; and (d) all reputational or commercial damages suffered by the Company as a direct result of the Advertiser's misrepresentation. This obligation is in addition to any other remedies available to the Company.
12. SUSPENSION AND TERMINATION
Plain Language Summary: We can suspend or close your account if you break the rules, commit fraud, or create legal risk for us. Suspended accounts can appeal. Terminated accounts lose unused Credits. |
12.1 Company's Right to Suspend or Terminate.
The Company may, at its sole discretion, immediately suspend or terminate any Campaign, or suspend or terminate an Advertiser's account, with or without prior notice, upon the occurrence of any of the following:
• Violation of any provision of these Terms, including the Ad Content Policy or Restricted Category requirements
• Suspected or confirmed fraud, identity misrepresentation, or false registration data
• Receipt of a regulatory notice, investigation, sanction, or complaint from a competent authority relating to the Advertiser's Campaigns
• Submission of missing, expired, invalid, or fabricated permit documentation
• Two or more substantiated intellectual property infringement claims within a 12-month period (Repeat Infringer Policy)
• Any Campaign content that the Company determines, in its sole judgment, poses material legal, regulatory, or reputational risk to the Company
• Non-payment, disputed charges, or chargeback by the Advertiser
12.2 Appeal Process.
An Advertiser whose account or Campaign has been suspended (but not terminated) may submit an appeal by sending a written request to [appeals@companyemail.com] [MH9] within ten (10) business days of the suspension notice. Appeals must include a clear explanation of the grounds for appeal and any supporting documentation. The Company will review appeals in good faith and provide a written decision within fifteen (15) business days of receiving a complete appeal. The Company's decision on appeal is final.
12.3 Effect of Termination.
Upon termination of an Advertiser's account: (a) all active Campaigns are immediately stopped; (b) unspent Credits are forfeited, except as provided in the Refund Policy in Section 13; (c) the Advertiser's access to the Platform is revoked; and (d) all data retention and deletion obligations are governed by the Company's Privacy Notice. Termination does not relieve the Advertiser of any outstanding payment obligations or indemnification obligations under these Terms.
12.4 Advertiser's Right to Close Account.
The Advertiser may close its account at any time by clicking close my account in their Platform account profile settings. Active Campaigns will automatically pause. Refund eligibility for unspent Credits upon Advertiser-initiated closure is governed by Section 13.
13. REFUND AND IMPRESSION POLICY
Plain Language Summary: Credits are generally non-refundable. Refunds are available only in specific limited circumstances. You have 30 days to dispute billing issues. |
13.1 Non-Refundable Credits — General Rule.
Credits purchased on the Platform are generally non-refundable. The Advertiser acknowledges that Credits represent prepayment for advertising inventory and that the Company commits resources and infrastructure to make this inventory available. Accordingly, unspent Credits are non-refundable except in the specific circumstances set out in Section 13.2.
13.2 Exceptions — Eligible Refund Circumstances.
The Company will issue a refund of unspent Credits only in the following circumstances:
• Platform-Wide Technical Failure: A verified, platform-wide technical failure causes zero Impression delivery for a continuous period exceeding forty-eight (48) hours during an active Campaign period, directly attributable to the Company's systems and not to Force Majeure Events or third-party infrastructure failures.
• Company-Initiated Account Closure Without Cause: The Company closes an Advertiser's account without cause (i.e., not due to a Terms violation or regulatory issue), in which case unspent Credits will be refunded in full.
• Mandatory Refund Under Mexican Law: As required by applicable provisions of the Ley Federal de Protección al Consumidor (LFPC) or other mandatory Mexican consumer law provisions that cannot be contractually waived.
13.3 No Refunds for Underdelivery.
No refunds or Credits will be issued for impression underdelivery resulting from: (a) low available inventory within the Advertiser's targeting parameters; (b) Host Partner vehicle downtime, inactivity, or withdrawal from the Device Network; (c) geographic targeting limitations or sparse coverage in selected areas; (d) Advertiser-imposed budget caps or targeting restrictions; or (e) Force Majeure Events.
13.4 No Credit Transfers.
Under no circumstances may Credits be transferred between accounts, gifted to third parties, or applied to the account of any person or entity other than the original purchasing Advertiser.
13.5 Dispute Window.
The Advertiser must submit any billing dispute or claim for Credit adjustment in writing to [billing@companyemail.com[MH10] ] within thirty (30) calendar days following the end of the billing period in which the disputed charge or delivery occurred. Disputes submitted after this period will not be considered, except as required by Mexican law.
14. LIMITATION OF LIABILITY
Plain Language Summary: Our liability to you is capped at what you paid us in the last 3 months. We are not liable for driver behavior, hardware damage, or your regulatory non-compliance. |
14.1 Platform Liability — The Software.
The Company's total aggregate liability arising from or related to the Platform, its software, interfaces, or any SaaS-related service failure shall not exceed the total amount of Credits purchased by the Advertiser during the three (3) calendar months immediately preceding the event giving rise to the claim. This cap applies regardless of the form of action (contract, tort, strict liability, or otherwise) and even if the Company has been advised of the possibility of such damages.
14.2 Device Liability — Hardware in Vehicles.
The Company shall have no liability whatsoever for failure to deliver Impressions or loss of Creative display time resulting from: (a) Host Partner vehicle downtime, inactivity, or withdrawal; (b) vehicle accidents, damage, or mechanical failure; (c) Device tampering, vandalism, or unauthorized modification by any third party, including passengers; (d) power failures within vehicles; or (e) any hardware damage or destruction event beyond the Company's reasonable control. In these circumstances, Credits corresponding to undelivered Impressions will not be charged to the Advertiser, but no further compensation is due.
14.3 Content Liability — What the Advertiser Uploads.
The Company expressly disclaims all liability arising from the content, claims, accuracy, or legality of the Advertiser's Creatives. The Advertiser bears sole and exclusive responsibility for all Content Liability, including without limitation: (a) false or misleading advertising claims; (b) regulatory non-compliance; (c) third-party IP infringement; and (d) any harm to consumers or third parties arising from the advertised products or services.
14.4 Exclusion of Consequential Damages.
IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE ADVERTISER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR LOSS OF DATA, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.
14.5 Regulatory Non-Compliance Exclusion.
The Company expressly disclaims all liability for any regulatory penalty, administrative sanction, or legal consequence arising from the Advertiser's failure to obtain required permits, comply with COFEPRIS regulations, meet NOM standards, or otherwise comply with applicable Mexican advertising law. Such liability rests exclusively with the Advertiser.
15. PRIVACY AND DATA PROTECTION
Plain Language Summary: We collect and process your business data to operate the Platform. Our full Privacy Notice (required by Mexican law) is published separately and incorporated by reference here. |
15.1 LFPDPPP Compliance.
The Company processes personal data in accordance with the Ley Federal de Protección de Datos Personales en Posesión de los Particulares (LFPDPPP) and its regulations. The Company's Aviso de Privacidad (Privacy Notice), which is required by law, is incorporated into these Terms by reference and is available at [URL/PRIVACY-NOTICE]. [MH11] By accepting these Terms, the Advertiser acknowledges having read the Privacy Notice.
15.2 Advertiser Data Collected.
In connection with the Advertiser's use of the Platform, the Company collects and processes but is not limited to the following categories of data: (a) registration data (legal name, RFC, fiscal address, contact details); (b) payment and billing data (payment method details, transaction history); (c) Campaign data (Creatives, targeting parameters, impression logs, Proof of Play records); (d) usage data (Platform activity logs, session data, device identifiers); and (e) communications (support tickets, email correspondence).
15.3 Data Use.
The Company uses Advertiser data for the following purposes: (a) account management and Platform access; (b) Campaign delivery, reporting, and invoicing; (c) CFDI generation and tax compliance; (d) fraud prevention and security; (e) Platform improvement and analytics; and (f) regulatory compliance. The Company does not sell Advertiser personal data to third parties. Data retention periods are as set forth in the Privacy Notice.
16. MODIFICATIONS TO TERMS
Plain Language Summary: We can update these Terms with advance notice. Continued use means you accept the new Terms. |
The Company reserves the right to modify or update these Terms at any time. The Company will provide the Advertiser with written notice of material changes via the registered account email address no less than thirty (30) calendar days prior to the effective date of such changes. For non-material changes (such as corrections, clarifications, or updates required by changes in applicable law), notice may be provided with less than thirty (30) days' lead time. The Company will update the version number and effective date reflected at the top of these Terms upon each modification.
The Advertiser's continued use of the Platform after the effective date of any modification constitutes acceptance of the modified Terms. If the Advertiser does not accept the modified Terms, it must cease using the Platform and close its account prior to the effective date of the modification. Credits remaining at account closure under this provision shall be subject to the Refund Policy in Section 13.
17. GOVERNING LAW AND JURISDICTION
Plain Language Summary: These Terms are governed by Mexican law. Any disputes go to the courts of Querétaro, México. You waive the right to argue a different court should hear the case. |
17.1 Governing Law.
These Terms and all disputes, claims, or matters arising from or relating to these Terms, the Platform, or the relationship between the parties shall be governed by and construed exclusively in accordance with the laws of the United Mexican States (Estados Unidos Mexicanos), including without limitation the Código Civil Federal, the Código de Comercio, the Ley Federal de Protección al Consumidor, and all other applicable federal and state statutes, without giving effect to any conflict of law principles that would result in the application of the laws of another jurisdiction.
17.2 Exclusive Jurisdiction.
The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the federal and state courts located in Santiago de Querétaro, Querétaro, Mexico for the resolution of any dispute, controversy, or claim arising out of or relating to these Terms or any breach thereof. Each party expressly waives any right it may have, by reason of its present or future domicile or for any other reason, to object to the jurisdiction of said courts or to seek to have any action commenced in said courts transferred to any other court or jurisdiction.
18. MISCELLANEOUS
18.1 Severability.
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect without impairment.
18.2 Entire Agreement.
These Terms, together with the Privacy Notice, the rate card displayed on the Platform, and any written Campaign orders executed by the parties, constitute the entire agreement between the Company and the Advertiser with respect to the subject matter hereof and supersede all prior and contemporaneous negotiations, representations, warranties, and agreements, whether oral or written.
18.3 No Waiver.
The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce such provision in the future. No waiver by either party of any breach of these Terms shall be deemed a waiver of any subsequent breach.
18.4 Force Majeure.
Neither party shall be liable for any delay or failure in performance caused by a Force Majeure Event, provided that the affected party: (a) promptly notifies the other party of the Force Majeure Event; (b) uses commercially reasonable efforts to mitigate the effects of such event; and (c) resumes performance as soon as reasonably practicable. Force Majeure Events do not excuse payment obligations already due.
18.5 Electronic Acceptance — Validity of Click-Wrap.
These Terms are entered into electronically. The parties agree that electronic acceptance via click-wrap (i.e., the Advertiser clicking "I Agree" or an equivalent button during the onboarding flow) constitutes a valid and legally binding expression of consent under Mexican law, including pursuant to Articles 89 through 94 of the Código de Comercio governing electronic commercial acts and messages. Electronic records of acceptance, including timestamp, IP address, and account identifiers, shall be admissible as evidence of the Advertiser's agreement to these Terms. The Advertiser waives any right to challenge the validity or enforceability of these Terms on the basis that they were accepted electronically rather than in a physical written instrument.
18.6 Assignment.
The Advertiser may not assign, transfer, or delegate any of its rights or obligations under these Terms without the prior written consent of the Company. The Company may assign these Terms without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. These Terms shall be binding upon and inure to the benefit of the parties' respective successors and permitted assigns.
18.7 Notices.
All notices, requests, and communications under these Terms shall be in writing and delivered to: (a) the Company at [legal@companyemail.com[MH12] ] or the registered address in Santiago de Querétaro, Querétaro, Mexico; and (b) the Advertiser at the email address and physical address provided during registration. Notices sent by email are deemed delivered on the business day following transmission, provided no delivery failure notification is received.
ELECTRONIC ACCEPTANCE
BY CHECKING THE BOX BELOW AND CREATING AN ACCOUNT, THE ADVERTISER CONFIRMS THAT: ☐ I have read, understood, and agree to be bound by these Terms and Conditions in their entirety. ☐ I have read and acknowledge the Company's Privacy Notice (Aviso de Privacidad). ☐ I consent to Auto-Recharge as described in Section 4.3 and authorize my registered payment method to be charged automatically. ☐ I confirm that I have the legal authority to enter into this agreement on behalf of the Advertiser. Accepted by: ____________________________________________ Full Legal Name / Razón Social: ___________________________ RFC: ____________________________ Date / Fecha: ___________ IP Address & Timestamp: [Captured automatically by Platform] |
TRUETECH BRAND, S.A.P.I. DE C.V. | Santiago de Querétaro, Querétaro, Mexico
MOBIPLAY | Version 1.0 | Effective: [DATE]
Questions? Contact us at legal@companyemail.com[MH13]
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