These Terms (the “Terms”) describe the operational rules that apply when Ad Collab LLC (“Ad Collab”) provides digital advertising services to a Client under a Service Agreement that incorporates these Terms by reference. Capitalized terms not defined here have the meaning given in the Master Services Agreement (“MSA”).
By signing a Service Agreement referencing these Terms, Client accepts these Terms.
1. Payment Terms
1.1. Billing
Fees are invoiced monthly in advance on the Billing Day specified in the Service Agreement. Each invoice covers services for the upcoming calendar month.
1.2. Payment Methods
Ad Collab accepts the following payment methods:
- ACH bank transfer (preferred; zero processing fee to Client).
- Credit or debit card via Ad Collab’s payment processor. Card payments incur a 2.9% + $0.30 processing surcharge, which Client agrees to pay in addition to the Fee. Surcharges are disclosed in advance per California Civil Code §1748.1 and applicable card-network rules.
- Wire transfer by arrangement for non-U.S. Clients.
1.3. Authorized Payment Agreement
By signing the Service Agreement, Client authorizes Ad Collab (or its payment processor) to automatically charge Client’s stored payment method on each Billing Day for the applicable Fees until the Service Agreement is terminated or a different payment method is arranged in writing. Client may revoke this authorization at any time by giving written notice that takes effect at least 5 business days before the next Billing Day; revocation does not relieve Client of the obligation to pay accrued or future Fees by another method.
1.4. Late Payment
Fees not received within 10 calendar days after the Billing Day are past due. Past-due Fees accrue interest at 1.5% per month (or the maximum permitted by law, whichever is lower). Ad Collab may suspend Services without liability if Fees remain unpaid for 15 calendar days after the Billing Day; Ad Collab may terminate the Service Agreement for cause if Fees remain unpaid for 30 calendar days.
1.5. Ad Spend
Ad Spend is paid by Client directly to the advertising platform(s) using Client’s payment methods on file with each platform. Ad Collab does not receive, hold, remit, advance, or finance Ad Spend on Client’s behalf. Ad Collab is not liable for any Ad Spend billing dispute, chargeback, refund delay, or balance owed between Client and any advertising platform.
1.6. Taxes
Fees are exclusive of applicable taxes (sales, use, VAT, GST, or similar). Client is responsible for any such taxes except for taxes based on Ad Collab’s net income.
1.7. Refunds
Fees already paid are non-refundable. If a Service Agreement is terminated mid-cycle, no pro-rated refund of the then-current month’s Fee is required, except where termination is due to Ad Collab’s uncured material breach, in which case Ad Collab will refund the pro-rated portion of the Fee for the unperformed days.
1.8. Fee Changes
Ad Collab may propose a Fee change with at least 45 calendar days’ prior written notice. Client may accept the change by continuing to receive Services after the effective date, or decline by terminating the Service Agreement under the termination-for-convenience mechanism in §5.1 (in which case the existing Fee remains in effect through the notice period).
2. Account Access Grants
2.1. Access Required
To perform the Services, Ad Collab requires the following types of access to Client’s advertising accounts and related tools:
- Google Ads: Admin-level access to Client’s Google Ads Manager (MCC) account or direct admin access to Client’s account.
- Meta (Facebook/Instagram): Admin-level access to Client’s Meta Business Manager; Full Control access to Ad Accounts, Pages, Pixels/Datasets, and Audiences that are in scope.
- TikTok Ads, LinkedIn Ads, and other channels: Admin or equivalent access as required to operate campaigns.
- Google Analytics (GA4): Admin or Editor access, depending on the scope of measurement work.
- Google Tag Manager (GTM): Publish access.
- Google Business Profile: Manager access, if in scope.
- Google Merchant Center: Admin or Standard access, for inventory-based advertising.
- Landing-page analytics / call tracking tools: As required by Client’s stack.
2.2. Scope of Access Use
Ad Collab will use access solely to perform the Services. Ad Collab will not: (a) transfer access to third parties except to Ad Collab’s personnel and contractors bound by obligations at least as protective as these Terms; (b) use access for any purpose outside the Services; or (c) make changes outside the scope of the Services without Client’s prior approval.
2.3. Client Ownership
Client owns all advertising accounts, data, audiences, pixels, conversion tags, creative assets, and customer lists. Ad Collab’s access is agent-level only. Ad Collab will not dispute Client’s ownership of any of these assets.
2.4. Access Transfer on Termination
Upon termination of the Service Agreement:
- Ad Collab will, within 10 calendar days of the effective termination date, transfer all administrative ownership of accounts and assets that currently sit inside Ad Collab-owned containers (e.g., MCC, Business Manager) to containers owned by Client or Client’s designee, and will remove Ad Collab’s personnel access as directed by Client.
- Ad Collab will provide Client with a written handoff package describing account structure, audiences, and active campaigns.
- Ad Collab will not disable, archive, or delete any Client-owned assets during or after termination.
3. Data Ownership and Handling
3.1. Ownership
All Client Data belongs to Client. This includes advertising performance data, audience lists, pixel/tag data, creative assets delivered to Client, conversion data, customer lists, and any derivative insights specific to Client.
3.2. Ad Collab Tools and Aggregate Insights
Ad Collab may: (a) retain internal copies of reports, dashboards, and analyses it produces, solely for its internal records and for defense against any future claim; and (b) use de-identified, aggregated performance patterns across its Client base to improve its services, provided that Ad Collab does not reveal Client’s identity, performance figures, or Confidential Information.
3.3. Deletion on Request
Within 60 days of written request after termination, Ad Collab will delete or return Client Data in Ad Collab’s possession, subject to: (a) retention required by law; (b) retention in routine backups that are deleted according to Ad Collab’s ordinary backup cycle; and (c) retention of the minimum records necessary to defend against future claims.
3.4. Privacy Compliance
Ad Collab will not use Client Data for independent marketing to Client’s customers, resell Client Data, or provide Client Data to third parties except as necessary to deliver the Services through advertising platforms acting as Client’s vendors. Ad Collab will cooperate with Client to execute the Data Processing Agreement (DPA at https://adcollab.agency/legal/dpa-v1) on request or where required by Applicable Data Protection Law.
3.5. Sub-Processor Disclosure
Ad Collab uses the following categories of sub-processors to deliver the Services:
- Advertising platforms (e.g., Google Ads, Meta, TikTok, LinkedIn, programmatic DSPs);
- Analytics and measurement (e.g., Google Analytics 4, call-tracking providers);
- Hosting and infrastructure (e.g., Supabase, Netlify);
- Workflow automation and integration (e.g., Make.com);
- Email and messaging (e.g., Google Workspace, Slack);
- Project management and documentation (e.g., Notion, Obsidian);
- AI and machine-learning tools (e.g., OpenAI, Anthropic, Google Gemini) — used where applicable for content drafting, analysis, or research, subject to §3.6;
- Billing and accounting (e.g., Stripe, QuickBooks);
- Outreach and prospect data (e.g., Apollo.io) — not applied to Client Data processing.
A current list of named sub-processors is available in the DPA Annex B and on request. Ad Collab will provide Client with at least 30 calendar days’ written notice (or, where executed, the notice period set forth in the DPA) before adding a new sub-processor that materially changes the categories above. Client may object on reasonable data-protection grounds; if the Parties cannot agree on a remediation, Client may terminate the affected portion of the Services without penalty.
3.6. AI Content and Confidentiality
Where Ad Collab uses AI tools to draft copy, generate images, analyze data, or produce other Work Product, Ad Collab will: (a) use commercially reasonable AI tools and prompts; (b) review AI outputs before delivery; (c) not feed Client’s Confidential Information or non-public Client Data into public, free-tier, or otherwise non-enterprise AI services without Client’s prior consent (which may be given by email and which encompasses the categories of AI use ordinarily required to deliver the Services); and (d) disclose, on Client’s reasonable request, the categories of AI tools used in producing Work Product. Client’s representations and indemnity regarding Client-supplied AI-generated content are governed by MSA §8.5 and §11.2.
4. Acceptable Use
Client will not use, and will not direct Ad Collab to use, Ad Collab’s Services to:
- Run advertising that violates applicable law, including consumer-protection, discrimination, and deceptive-advertising laws.
- Promote products, services, or claims prohibited by the relevant advertising platform’s policies.
- Engage in spam, fraud, click fraud, fake engagement, or deceptive tracking practices.
- Target minors with age-inappropriate content or products.
- Run political advertising without proper disclosures and compliance with platform-specific political-advertising rules.
- Make health, financial, or earnings claims that are not substantiated.
- Misrepresent Client’s identity, location, or business.
- Operate or direct Ad Collab to install Tracking Technology on Client’s website or other Client-owned digital property without first deploying a CIPA-compliant cookie/tracking-consent banner that meets the certification requirements in MSA §15.2.
- Process Sensitive Personal Information (as defined under CCPA/CPRA) through the Services without Ad Collab’s prior written agreement to additional safeguards.
- Direct Ad Collab to use Client Data for any purpose other than delivering the Services to Client.
Ad Collab may decline, pause, or refuse to operate any campaign it determines in good faith violates this Section 4 or a platform’s policies. If Ad Collab declines a campaign and a non-declined alternative cannot be agreed, Fees continue to be due for the remainder of the notice period.
5. Cancellation and Effect of Termination
5.1. Cancellation
Either Party may cancel the Service Agreement at any time and for any reason by giving the other Party at least thirty (30) calendar days’ prior written notice. Notice is effective on delivery to the contact email address specified in the Service Agreement.
5.2. Operations During Notice Period
During the notice period, Ad Collab will continue to operate Client’s campaigns at the same service level as before the notice, unless Client requests reduced scope. Fees remain due during the notice period at the rate in effect.
5.3. End-of-Engagement Handoff
In the final week of the notice period, Ad Collab will:
- Schedule a 30–60 minute handoff call to review account structure, active campaigns, audiences, and recommended next steps.
- Deliver a written handoff document including an account inventory, audience inventory, pixel/tag inventory, and active-campaign summary.
- Transfer ownership of Ad Collab-held assets to Client or Client’s designee per Section 2.4.
- Remove Ad Collab personnel from accounts on the effective termination date unless Client requests a short extension.
5.4. Surviving Obligations
Sections in the MSA that survive termination continue to bind the Parties (see MSA §4.4(c)). Client’s obligation to pay accrued Fees survives termination. Sections 3.1, 3.4, and 3.5 of these Terms also survive termination to the extent necessary to enforce post-termination data-handling obligations.
6. Communications and Notices
6.1. Routine Communications
Day-to-day operational communications are conducted by email to the contact email on file, supplemented by any messaging channel the Parties agree to use.
6.2. Formal Notices
Formal notices (termination, material breach, indemnification claims) are governed by MSA §17.2 and must be sent:
- If to Ad Collab: marketing@adcollab.agency;
- If to Client: the contact email set forth in the Service Agreement.
6.3. Changes to Contact Information
Either Party may change its notice email by written notice to the other Party.
7. Portal and Technology Use
7.1. Client Portal
Ad Collab provides Client with access to the Ad Collab Client Portal at portal.adcollab.agency/{{client_slug}}. Client will keep its Portal credentials secure, will not share credentials, and will notify Ad Collab promptly of any unauthorized access or suspected breach.
7.2. Uptime; No Warranty
Ad Collab will make commercially reasonable efforts to maintain Portal availability but does not warrant specific uptime. Portal downtime does not relieve Client of the obligation to pay Fees.
7.3. Portal Data and Reporting Accuracy
Data displayed in the Portal is for informational purposes. Authoritative figures live in each respective advertising platform’s native interface; if Portal data conflicts with the platform, the platform is controlling. Portal reporting may differ from platform-native reporting due to attribution-model differences across platforms, data refresh timing, ad-blocker impact, browser tracking-prevention features (including Apple’s Intelligent Tracking Prevention and iOS App Tracking Transparency), invalid-traffic filtering, consent-driven data loss, and similar factors outside Ad Collab’s control. Client acknowledges this is the inherent nature of digital advertising measurement (see also MSA §8.4).
8. Updates to These Terms
Ad Collab may update these Terms by publishing a new version and notifying Client by email at least 30 calendar days before the new version takes effect. Client’s continued use of the Services after the effective date of an updated version constitutes acceptance. If Client does not accept the updated version, Client may terminate under the cancellation mechanism in Section 5.1. Existing signed Service Agreements remain bound to the Terms version in effect at signing; a new Service Agreement (or amendment) is required to transition to an updated version.
9. Miscellaneous
9.1. Relationship
Nothing in these Terms creates an employment, agency, partnership, or joint-venture relationship between the Parties.
9.2. No Guarantee of Results
Ad Collab does not guarantee any specific advertising outcome, lead volume, KPI, conversion rate, ROAS, ranking, or revenue. Digital advertising performance depends on many factors outside Ad Collab’s control, including market conditions, platform changes, Client’s offer and product/service quality, and competitive dynamics. See MSA §9 (Disclaimer of Warranties) and §8.4 (Attribution & Reporting Disclaimer).
9.3. Entire Agreement
These Terms, together with the Service Agreement, MSA, SOW, and (where executed) the DPA, constitute the entire agreement between the Parties regarding the subject matter hereof and supersede all prior or contemporaneous communications.
9.4. Conflict
In the event of a conflict between these Terms and the MSA, the MSA prevails. In the event of a conflict between these Terms and the SOW, the SOW prevails. In the event of a conflict between these Terms and the Service Agreement, the Service Agreement prevails. (See also Service Agreement §4 for the full order of precedence.)
9.5. Governing Law; Dispute Resolution
Governing law and dispute resolution are as set forth in the MSA: California law; informal-resolution period followed by binding arbitration administered by JAMS in Sacramento County, California, under the JAMS Comprehensive Arbitration Rules; class-action waiver; mutual prevailing-party attorney’s fees; injunctive relief in Sacramento County state or federal courts.
End of Terms Acceptance v1.2.