MASTER TERMS & CONDITIONS
Last Updated: July 10th, 2026
The Master Terms & Conditions, is entered into between Insight Media Group, LLC (“IMG”), and the entity or individual sponsor that executes an Insertion Order with IMG (“Sponsor”). This Agreement establishes the basis for a mutual relationship under which IMG will provide Sponsor the Services described in a separate Insertion Order. By executing an Insertion Order or other order form that references these terms, or by indicating your acceptance electronically, you signify that you have read, understand, and agree to be bound by these terms. We may modify this Agreement at any time by posting a revised form and updating the Last Updated date below.
1. Services.
a. Services. IMG will provide Sponsor with the services described in the Insertion Order executed by the parties (“Insertion Order” or “IO”). Each Insertion Order is governed by the terms of this Agreement. As used in this Agreement, “Benefits” means all items that IMG prepares for or provides to Sponsor under an Insertion Order, and “Services” means work IMG performs for Sponsor under an Insertion Order. IMG will begin work only after an Insertion Order is signed by both parties. IMG may retain subcontractors to perform Services on IMG’s behalf.
b. Cooperation. Sponsor acknowledges that the successful and timely rendering of the Services will require the good faith cooperation of Sponsor. Sponsor shall fully cooperate with IMG by: (a) providing all information and materials as may be reasonably required by IMG; and (b) making available at least one employee or director of Sponsor available, such individual shall have relevant knowledge and experience to act as a project manager in connection with rendering the Services. All estimated dates specified in an Insertion Order shall be extended by delays caused by Sponsor, including Sponsor’s requested changes which impact IMG’s normal schedule.
2. Intellectual Property.
a. Sponsor Property. Sponsor retains all rights in Sponsor’s proprietary material such as Sponsor copyrights, trademarks, trade secrets, patents, moral rights, rights of publicity, and all related intellectual property rights (“Sponsor Property”). Sponsor grants IMG a non-exclusive, royalty free, sub-licensable, worldwide license to use Sponsor Property provided (or made available) by Sponsor to IMG to copy, reproduce, display, translate, distribute and otherwise use the Sponsor Property solely to fulfill its duties and obligations under any Insertion Order. The above license shall remain in effect for the Term as defined by Section 4 of this Agreement, and shall survive termination or expiration of this Agreement solely to the extent necessary for IMG to maintain, archive, or service content created during the Term.
b. IMG Property. IMG retains all rights in the Benefits (excluding Sponsor Property contained therein) and other proprietary material including IMG copyrights, trademarks, trade secrets, patents, moral rights, rights of publicity, and all related intellectual property rights (“IMG Property”). Except for the limited rights granted in subsection c. below, Sponsor obtains no rights in IMG Property and IMG retains all right, title and interest therein. Sponsor shall not allow any non-party to use IMG Property.
c. Syndication Rights. Where an Insertion Order grants Sponsor “Syndication Rights” of a Benefit, IMG grants Sponsor a limited, non-exclusive, non-transferable, non-sublicensable license to use the Benefit for the term and use described in the Insertion Order. Sponsor agrees to use the Benefit only for the purpose stated in the IO. All rights IMG has in the Benefit remains the property of IMG. Except as provided in the IO, Sponsor shall not copy, modify, alter, supplement or create derivative works of the Benefit. Along with each use, Sponsor shall include all attributions and proprietary notices mandated by IMG.
3. Compensation. Sponsor shall pay IMG the fee and agreed expenses set forth in each Insertion Order. IMG will invoice Sponsor upon execution of each Insertion Order. Unless otherwise specified in the Insertion Order, Sponsor shall pay the invoiced amount within 30 days of its receipt of IMG’s invoice. Unless otherwise stated in the Insertion Order, all late payments may be subject to a late fee of 1.5%, per annum, of the invoice total.
4. Term and Termination.
a. Term. These terms will take effect on execution of the Insertion Order and will remain in effect until Terminated as set forth in this Section 4.
b. Termination. This Agreement shall terminate upon any of the following events: (i) If no Insertion Order is active, this Agreement shall terminate automatically upon the expiration or completion of all deliverables under the last active Insertion Order, with or without further notice by either party; (ii) If any Insertion Order is active, either party may terminate this Agreement and any Insertion Order upon written notice, effective immediately, if the other party breaches a provision of this Agreement that is not capable of being cured, or, if capable of being cured, remains uncured for 30 days after written notice of the breach; or (iii) If Sponsor fails to respond to IMG’s reasonable communications for sixty (60) or more consecutive days, IMG may deem any uncompleted deliverables under any active Insertion Order as delivered and satisfactorily completed as of the end of such period. Any further work requested by Sponsor following such 60-day period shall be at IMG’s sole discretion. If IMG terminates this Agreement or any Insertion Order for cause under this Section, Sponsor shall pay for Services and Benefits completed on a prorated basis as of the termination date. If Sponsor terminates this Agreement or any Insertion Order for cause under this Section, IMG shall refund any prepaid fees less fees earned for Services and Benefits completed on a prorated basis as of the termination date.
c. Effect of Termination. In the event of a termination of this Agreement or any Insertion Order for any reason: (i) IMG will promptly remove from its website and cease all use of Sponsor Property; and (ii) Sponsor will promptly remove from its website(s) and cease all use of Syndicated Benefits. Without limiting the generality of the foregoing, IMG may continue to display, maintain, and make accessible any Benefit created or published during the Term that incorporates Sponsor Property, as originally displayed or published on IMG's websites, media channels, or content archives, without any obligation to remove or modify such content following Termination. IMG shall not, however, create new content incorporating Sponsor Property after Termination.
d. Survival. Sections 2 (“Intellectual Property”), 3 (“Compensation”), 4 (“Term and Termination”), 7 (“Use of AI”), 8 (“Indemnification”), and 9 (“Miscellaneous”) will survive and continue in full force and effect following the termination or expiration of this Agreement.
5. Approval Rights. All Sponsor Property provided or made accessible to IMG by Sponsor is subject to approval by IMG prior to use by IMG on IMG’s websites or media channels. IMG has the right and option to refuse to use any Sponsor Property if in IMG’s reasonable determination, any Sponsor Property: (i) contains false, misleading or illegal information; (ii) creates a reasonable risk of materially and adversely affecting the image or goodwill of IMG; or (iii) does not meet the content standards set forth in this Agreement, including the standards for use of Generative AI set forth in Section 7. IMG reserves onto its own discretion all decisions and matters concerning placement of Sponsor Property within IMG websites or media channels.
6. Warranties.
a. By IMG. IMG warrants that: (a) the Services and Benefits (excluding any Sponsor Property) will not violate the rights of any third party, including without limitation intellectual property rights; and (b) IMG has the full right, power and authority to enter into this Agreement and to grant the rights granted herein.
b. By Sponsor. Sponsor warrants that: (a) any Sponsor Property provided or made accessible to IMG by Sponsor will not violate the rights of any third party, including without limitation intellectual property rights; (b) no Sponsor Property incorporates third-party material through Generative AI training data or otherwise in a manner that infringes any third-party intellectual property rights, regardless of whether Generative AI was used in its creation; and (c) Sponsor has the full right, power and authority to enter into this Agreement and to grant the rights granted herein.
c. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE ARE NO OTHER WARRANTIES, CONDITIONS, CLAIMS OR REPRESENTATIONS MADE BY IMG, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES OR BENEFITS, INCLUDING, WITHOUT LIMITATION, IMPLIED CONDITIONS OR WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, IMG FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR BENEFITS WILL MEET ANY REQUIREMENTS NOT SPECIFICALLY OUTLINED IN THE APPLICABLE INSERTION ORDER. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS.
7. Use of AI.
Sponsor may utilize generative artificial intelligence software, tools, or technologies, including natural language processing, deep learning algorithms, or machine learning models (“Generative AI”) as part of the content creation process for Sponsor Property, subject to the following conditions:
(a) All Sponsor Property must reflect meaningful human review, refinement, and editorial judgment prior to submission to IMG. Generative AI may be used as a tool to assist in the creation process, provided that Sponsor's own personnel are responsible for reviewing, refining, and approving all final output for accuracy, relevance, and quality;
(b) Sponsor shall not submit any Sponsor Property that constitutes unedited, unrefined, or substantially unmodified Generative AI output (commonly referred to as “AI slop”). All content must be meaningfully reviewed, refined, and approved by human authors before submission to IMG;
(c) Sponsor remains solely responsible for the accuracy, originality, and quality of all Sponsor Property, regardless of whether Generative AI was used at any stage of the creation process;
(d) Sponsor shall comply with all applicable laws, regulations, and platform guidelines governing the creation, use, and disclosure of Generative AI-generated content, including without limitation any requirements to disclose the use of Generative AI in Sponsor Property submitted to IMG; and
(e) IMG reserves the right, in its sole discretion, to reject any Sponsor Property that it determines does not meet the standards set forth herein, including content that appears to be predominantly or substantially generated by Generative AI without meaningful human contribution.
8. Indemnification. Each party will indemnify the other (and its officers, directors, employees and agents and their successors and assigns) from any loss, liability, cost or expense (including legal fees and costs) directly or indirectly arising out of or in connection with any nonparty claim, suit, or proceeding, to the extent arising out of or related to any: (a) breach of indemnifying party’s warranties and obligations in this Agreement; and (b) indemnifying party’s fraud, gross negligence, willful misconduct or violation of law.
9. Miscellaneous.
a. Limitation of Liability. SUBJECT TO THE EXCEPTIONS DESCRIBED IN THIS PARAGRAPH, IN NO EVENT WILL EITHER PARTY’S LIABILITY FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF THE AGGREGATE AMOUNTS PAID OR PAYABLE TO IMG UNDER THIS AGREEMENT. These limitations do not apply to any claim, damages or other liabilities arising out of or related to either party’s indemnification obligations in this Agreement (Section 8).
b. Disputes. The rights and liabilities of the parties arising out of or relating to this agreement will be governed by the laws of the State of New York, without regard to choice of law principles or statutes. Any litigation between the parties will be conducted exclusively in state or federal courts located in New York County, New York. The prevailing party in any litigation arising out of or relating to this agreement will be entitled to recover all reasonable attorneys’ fees and other expenses (in addition to statutory “costs” of litigation), including attorneys’ fees and expenses in connection with any trial, appeal, or petition for review.
c. Independent Contractor. IMG will act at all times as an independent contractor. Nothing in this Agreement will be construed to place IMG and Sponsor in a relationship of partners, joint ventures, principal and agent, or employer and employee. Neither party will have the right to obligate or bind the other party in any manner whatsoever.
d. Notices. Other than as set forth in (f) below, all notices under this Agreement will be in writing. Each notice will be deemed to have been received by the party to which it was addressed: (i) when delivered if delivered personally; (ii) when received by the addressee if sent by overnight courier; (iii) on the fifth business day after the date of mailing if sent by certified mail; or (iv) on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient.
e. Assignment; Binding Effect; Severability. This Agreement may not be assigned or otherwise transferred by either party without the prior written consent of the other, which will not be unreasonably withheld; provided, however, that either party may assign in connection with a merger or sale of all or substantially all of its assets or to a company controlling, controlled by, or under common control with it. If any term or provision of this Agreement is deemed invalid or unenforceable, the remainder of this Agreement will be valid and enforced to the fullest extent permitted by law.
f. Entire Agreement; Amendment; Waiver. This Agreement including all schedules and exhibits, constitutes the entire understanding of the parties with respect to its subject matter and supersedes all prior agreements and understandings of the parties. No modification, change, amendment, or any waiver of rights with respect to this agreement will be binding unless agreed in writing by both parties; provided that, IMG may update this Agreement by posting a revised version of this Agreement online at https://insightmediagroup.io/master-terms-conditions/ with a revised “Last Updated” date and such modification shall be applicable upon such date. No waiver of any violation or nonperformance of this Agreement in one instance will be deemed to be a waiver of any subsequent violation or nonperformance. In the case of any conflict between this Agreement and any Insertion Order, the terms of the Insertion Order will control, but only with respect to that particular Insertion Order and only if the Insertion Order references the provision of this Agreement that the Insertion Order intends to supersede.
Insight Media Group, LLC
1111 6th Ave Ste 550 PMB 50938
San Diego, CA 50938