Agency Addendum — adcrew LLC

This Agency Addendum (the "Addendum") is between adcrew LLC, a Georgia limited liability company, 8735 Dunwoody Place Ste N, Atlanta, GA 30350 ("AdCrew"), and the agency identified in its approved agency application (the "Agency"). It supplements the AdCrew Terms of Service (the "Terms"); for agency accounts and workspaces, this Addendum and Terms section 4a control over any conflicting general provision. Capitalized terms not defined here have the Terms' meaning.

1. Status

The Agency is an independent contractor and reseller of its own services. Nothing in this Addendum creates a partnership, joint venture, franchise, or agency relationship between the Agency and AdCrew — despite the word "agency" in this Addendum, the Agency is not AdCrew's agent and may not bind AdCrew or speak for AdCrew. The Agency's contracts with its end clients are solely between the Agency and those clients.

2. Merchant of record

The Agency is the merchant of record for every charge it makes to its end clients and is solely responsible for those charges, their taxes, refunds, and disputes. AdCrew is the merchant of record only for its charges to the Agency. AdCrew never bills end clients.

3. Authority and acceptance

The Agency represents, for each workspace, that it is authorized by the end client to (a) operate the workspace, (b) connect the end client's ad accounts and data, and (c) accept the Terms, this Addendum, and the DPA on the end client's behalf for platform-operation purposes only; the Agency acknowledges that end clients are not parties to the Terms' arbitration agreement and that the Agency will not represent otherwise. The Agency will produce an end client's written authorization within 5 business days of AdCrew's request; failure to do so for a workspace suspends that workspace until produced.

4. Flow-down duties

The Agency must, in its own client agreements and notices: (a) identify AdCrew as the platform provider and data (sub-)processor in substance as set out in AdCrew's Viewer Notice; (b) obtain and document the lawful basis/consents for all customer and audience data placed in a workspace; (c) pass through data-subject and end-client rights requests to AdCrew without undue delay and cooperate under DPA Schedule 2; (d) flow down the Terms' acceptable-use, no-PHI, health-data, sanctions, and platform-policy obligations to its end clients and viewers; (e) not make any representation about AdCrew, its prices, security, isolation, or performance beyond what AdCrew's published Terms, Privacy Policy, and Knowledge Center state.

5. Money

Terms section 4a applies to agency accounts and workspaces. The following payment terms also apply: (a) By completing the one-time $0 card verification, the Agency authorizes adcrew LLC to store the verified payment method with Stripe and to charge it, without a further checkout, for: workspace plan charges the Agency initiates (including trial conversions the Agency triggers in the console), recurring plan renewals, the 5% managed-spend fee and its per-workspace minimum, and add-on charges the Agency orders — in each case at the prices in Terms section 3 / section 4a, with an itemized receipt emailed to the Agency for every charge. The Agency may revoke this mandate only by closing the agency account under Addendum section 8; revocation does not affect charges already initiated. (b) The $0 verification confirms only that the payment method is valid and can be stored for future charges. It does not verify the Agency's creditworthiness, and the Agency represents that the person completing it is authorized to charge the payment method for the Agency's business expenses. (c) The Agency's duty to pay AdCrew is independent of the Agency's collection from any end client. An end client's non-payment, dispute, or chargeback against the Agency is not a defense to any AdCrew charge. (d) If a payment to AdCrew is charged back, reversed, or dishonored, the Agency owes the charged amount plus the payment network's chargeback fee actually assessed to AdCrew, AdCrew may suspend all workspaces under Terms section 5 until cured, and prepaid amounts subject to a pending chargeback are not refundable while the dispute is open. The Agency will not initiate a chargeback for a charge it authorized under (a) without first giving AdCrew 15 days' written notice and a chance to cure. (e) Ad spend is billed by each platform to the end client's ad account; the 5% fee is calculated on platform-reported managed spend per workspace, is owed by the Agency whether or not the Agency has collected it, and the platform's reported figures are authoritative absent manifest error. (f) The Agency is solely responsible for taxes on amounts it charges its end clients.

6. Data roles

DPA Schedule 2 governs agency workspaces and is incorporated here.

7. Brands

(a) The Agency grants AdCrew a non-exclusive, royalty-free, revocable license to display the Agency's name, logo, and brand color solely to present the Agency's workspaces to its viewers and to address viewer emails as configured. The Agency warrants it owns or is licensed to use everything it uploads or enters as branding, and indemnifies AdCrew against third-party claims arising from that branding. (b) AdCrew grants the Agency no license to AdCrew's marks, except displaying the unaltered "Powered by adcrew LLC" line in the viewer interface. The Agency must not state or imply that AdCrew is its partner, endorser, or service provider to the public, and must not register or use marks confusingly similar to AdCrew's. (c) AdCrew may remove branding immediately on a credible infringement or impersonation claim or unlawful use, and otherwise on 3 business days' notice without cure. (d) On termination, AdCrew will stop presenting the Agency's branding within 5 business days, except in archival and audit records.

8. Term and termination cascade

Either party may end the agency relationship under Terms section 5 as adapted here. On suspension or termination of the Agency for any reason: workspace campaign writes pause immediately; AdCrew emails the Agency and every viewer address on affected workspaces the same day; the section 5 paid-period/recovery mechanics apply per workspace; if the Agency does not cure or complete off-boarding within 30 days (or is unresponsive for 30 days), each end client may export its workspace data, disconnect its ad accounts, revoke its viewers, or convert the workspace to a direct account in its own name at standard prices (no new trial), on reasonable proof it owns the advertiser accounts. AdCrew may revoke viewer logins when the agency relationship ends. Reassignment of a workspace to another agency requires written consent of the Agency, the receiving agency, and the end client, except through the end-client rescue path in this section. Fees already paid are non-refundable under Terms section 3, except that a workspace closed by AdCrew's termination of the Agency without cause receives a pro-rata credit of prepaid plan fees for the unused period.

9. Indemnity

The Agency indemnifies AdCrew under Terms section 9 and, additionally, against claims by its end clients and viewers arising from the Agency's services, pricing, representations, branding, data instructions, or breach of this Addendum.

10. General

Terms sections 8 (liability), 10 (disputes — between AdCrew and the Agency only), 11 (including its order-of-precedence bullet), and 12 apply to this Addendum. If this Addendum conflicts with the Terms on an agency matter, this Addendum controls over the Terms, including section 4a; on a data-protection point, the Data Processing Agreement, including Schedule 2, controls as the Data Processing Agreement states.