Ad Management Services Agreement

This Agreement is between Unchained Financial LLC, a Massachusetts limited liability company ("Provider"), and the licensed insurance producer who signs below ("Client"), effective on the date Client signs or first pays, whichever comes first.

1. Services, and what is not promised

Provider sells advertising management services. Provider does not sell leads, appointments, policies or income.

Provider will:

1. Design up to 3 ad creatives and matching lead forms for Client's chosen markets.
2. Build and run Client's campaign on Meta (Facebook/Instagram), using Provider's Facebook Page and ad account unless the parties agree in writing to use Client's own Page.
3. Deliver leads to a CRM account Provider sets up for Client, or to a CRM or webhook Client supplies.
4. Monitor, adjust and optimize the campaign, and give Client basic performance reporting on request.

No guarantee of results. Client understands that ad results vary with market, budget, platform, season and Client's own follow-up. Provider makes no guarantee of any number of leads, lead quality, cost per lead, appointments, contact rates, policies sold, commissions or return on ad spend. Fees are for work performed, not for outcomes. A lack of leads, sales or profit is not a failure to deliver services and is not a reason for a refund or payment dispute.

2. Fees and billing

Fee	Amount	When charged	When earned
Setup fee	$500 one-time	At signup	In full when paid; covers creative, forms and build work that begins immediately
Management fee	$1,000 per month	At signup, then automatically on the same date each month	In full at the start of each monthly period
Ad spend	Amount Client chooses (minimum $500 per week)	Weekly, in advance	In full when paid; placed with Meta for Client's campaign right away

1. Ad spend is Client's advertising budget. Provider places it with Meta for Client's campaign only. Client's campaign will not spend more than Client has paid for ad spend.
2. Ad spend is separate from Provider's fees. Provider does not mark it up. Meta's platform charges, if any, are part of ad spend.
3. Recurring billing authorization. By paying through Provider's checkout, Client authorizes Provider (through its processor, Stripe) to charge the card or bank account on file for the monthly management fee, and for Client's weekly ad spend, until Client cancels under Section 3.
4. Failed payments. If a payment fails, Provider may pause Client's campaign until it is paid. A pause is not a breach by Provider.
5. Setup timeline. Setup typically takes up to 14 days after Provider receives payment and everything needed from Client (Section 5). Delays caused by missing Client items, Meta review or Meta account issues do not extend or reduce fees.

3. Refunds and cancellation

1. Setup fee: non-refundable once paid, because work starts right away.
2. Management fee: non-refundable for any month already started, including partial months.
3. Ad spend: non-refundable once paid. Provider places ad spend with Meta as soon as it is received, and Meta does not return it.
4. If Client cancels mid-week: Client's campaign keeps running through the end of the week of ad spend already paid, and Client receives those leads. No further weekly ad spend is charged after that week.
5. To cancel: Client gives written notice by email to [email protected] at least 30 days before service is to end. The monthly management fee continues through the end of the 30-day notice period, then all recurring charges stop.
6. Provider may end this Agreement with 7 days' written notice, or right away if Client breaks Section 4 or 5. If Provider ends it for no fault of Client, Provider refunds the unused part of the current month's management fee; ad spend already paid is used to finish that week's campaign.

4. Payment disputes and chargebacks

Client agrees that every charge under this Agreement is authorized and that the services are delivered as described, whatever the lead or sales results.

1. Talk to Provider first. If Client believes a charge is wrong, Client will email Provider and give Provider 10 business days to respond and fix any real billing error before contacting a bank or card company.
2. Results are not grounds for a dispute. Client will not dispute or charge back any payment because of the number or quality of leads, appointments, sales or return on ad spend, or because Client changed their mind after work started.
3. A dispute filed in breach of this Section is a material breach. Provider may pause or end the campaign right away.
4. Client stays responsible. If Client files a dispute Provider wins, or a dispute in breach of this Section, Client still owes the disputed amount plus Provider's dispute fees ($15 per dispute from Stripe) and reasonable collection costs and attorney's fees.
5. Evidence. Client agrees Provider may give the card company or bank this signed Agreement, checkout records, emails, texts, campaign reports and ad account data to show the services were ordered and delivered.

5. Client responsibilities

1. Licensing. Client holds an active producer license in every state Client asks Provider to target, and keeps it active. Client gives Provider their correct name, NPN and licensed states.
2. Ad approval. Client reviews and approves all ad copy, images and lead forms before launch, and is responsible for making sure they meet Client's state, carrier and upline/IMO marketing rules. Provider will make reasonable edits Client requests.
3. Access. If Client's own Facebook Page or CRM is used, Client gives Provider access (Ads and Leads permissions on the Page, or a working CRM webhook) and keeps it working.
4. Lead follow-up. Contacting, qualifying and selling to leads is Client's job. Client will follow the TCPA, Do-Not-Call rules and state laws when calling or texting leads.
5. Lead ownership. Leads from Client's campaign belong to Client. Provider keeps them only as needed to deliver and report on the services and will not sell or share them.
6. Delays. Anything Client does not provide on time delays setup; fees are still due.

6. Meta platform risk, liability and indemnity

1. Meta controls its platform. Meta may reject ads, limit delivery, change costs or rules, or restrict or disable accounts at any time. Provider is not responsible for Meta's decisions, outages or policy changes, and these do not entitle Client to a refund of fees already earned.
2. Limit of liability. Provider's total liability under this Agreement is capped at the management fees Client paid in the 3 months before the claim. Provider is not liable for lost profits, lost commissions, lost leads or other indirect damages.
3. Indemnity. Client will cover Provider's losses, including reasonable attorney's fees, from claims arising out of Client's licensing, ad approvals, sales conduct, contact with leads, or breach of this Agreement.

7. General terms

1. Independent contractor. Provider is not Client's employer, upline or agent, and does not sell insurance for Client.
2. Governing law. Massachusetts law governs this Agreement. Disputes go to the state or federal courts in Massachusetts.
3. Electronic signatures. Signing electronically (including checking the agreement box and signing on Provider's online agreement form), or paying through Provider's checkout after receiving this Agreement, counts as accepting it.
4. Whole agreement. This is the full agreement between the parties. Changes must be in writing and accepted by both. If one part is unenforceable, the rest still applies.

Unchained Financial LLC · John Doherty, Owner · Norfolk, Massachusetts · [email protected] · (413) 345-3183