Agency addendum

By operating an agency account, or by using the Platform on behalf of a Client, you ("Agency") agree to this Addendum.

Authority and Responsibility

1.1 Authority. You represent and warrant that you are duly authorized to act for, and to bind, each Client for whom you plan, book, or run Campaigns, including authority to accept the Terms and to incur payment obligations on the Client's behalf.

1.2 Joint and several responsibility. Unless we agree otherwise in writing, you and each relevant Client are jointly and severally responsible for compliance with the Terms and for all amounts due in respect of that Client's Campaigns. Non-payment or a dispute by a Client does not relieve you of responsibility.

1.3 Client separation. Where the Platform supports Client sub-accounts or balances, you are responsible for correctly allocating Campaigns, Content, and Credits to the correct Client, and for the accuracy of Client information you enter. Credits allocated to a Client balance may be used only for that Client's Campaigns.

1.4 Pass-through of obligations. You will ensure each Client is bound by, and complies with, the parts of the Terms and the Advertising Policy relevant to its Content and Campaigns, and you remain responsible for Client conduct on the Platform.

1.5 Evidence of authority. You will maintain written evidence of each Client's authority for you to act on its behalf, including authority to approve spend and creative, and will provide such evidence to Blindspot on reasonable request. We may rely on your representation of authority and may suspend activity for a Client where authority is disputed or unverified.

1.6 Fees and Client funds. Platform fees are charged as set out in the Terms and any Order. Any mark-up, commission, or fee you charge your Clients is your arrangement with your Client; Blindspot is not a party to it and is not responsible for it. You are responsible for any required disclosure of such fees to your Clients. Prepaid Credits associated with a Client balance are held for that Client's Campaigns.

1.7 Offboarding and Client balances. If you stop representing a Client, or your account is closed, you will cooperate with the orderly transfer or refund of that Client's unused Credits in accordance with the Refund & Credits Policy and our verification of ownership. Credits are deemed owned by the owner of the payment method used to purchase them; where a Client funded its own balance, we may, on verified request, transfer or refund that balance to the Client.

Non-circumvention and Non-solicitation

2.1 No disintermediation. You will not use the Platform, or any non-public information, inventory access, pricing, or Supplier relationships first obtained through the Platform, to circumvent Blindspot by transacting the same inventory directly with that Supplier outside the Platform in order to avoid Blindspot's fees. This restriction is limited to a "Covered Relationship", a specific Supplier, media owner, venue, or inventory package that you first accessed through the Platform and with which you had no prior, independent commercial relationship, applies during your use of the Platform and for 12 months afterward, and is limited to what is reasonably necessary to protect Blindspot's legitimate interest in the fees for inventory it sourced. It does not restrict your relationships, inventory, or opportunities that exist or arise independently of the Platform.

2.2 No solicitation of Supplier relationships. You will not knowingly use information obtained through the Platform to solicit or divert a Supplier's or media owner's existing or past clients, or to circumvent a Supplier's prior decision not to work with you, whether for commercial or compliance reasons.

Representation, Branding, and Creative Assets

3.1 No misrepresentation. You will not state or imply that you are an employee, agent, partner, or authorized representative of Blindspot or of any Supplier, and you will not use Blindspot's or any Supplier's names, logos, or trademarks except as expressly permitted in writing.

3.2 Use of Platform assets. Images, mock-ups, maps, availability data, pricing, reports, and other assets generated through the Platform may be used only to prepare campaign proposals and performance reports for your own Clients in connection with the Platform. You will not modify, reproduce, or redistribute such assets for any other purpose, or publish them externally, without our prior written consent.

3.3 Mutual publicity restraint. Neither you nor Blindspot may use the other party's, or a Client's, name or logo publicly without prior written consent, except as expressly agreed in writing.

Protecting the Programmatic Model

4.1 No fixed-location repackaging. Open Exchange and non-guaranteed inventory is dynamic and best-efforts. You will not market, package, or sell individual Screens or locations as if they were guaranteed, fixed-location, or direct buys, and you will not present non-guaranteed programmatic inventory in a way that misrepresents its dynamic and variable nature or that creates an expectation of guaranteed placement or volume.

4.2 Accurate expectations. You will accurately describe to Clients the buying method used (Open Exchange, PMP, or Programmatic Guaranteed), and the corresponding guarantee, pricing, and remedy characteristics set out in the Terms. Misdescribing a non-guaranteed buy as guaranteed is a breach of this Addendum and is not a basis for any Client refund or dispute against Blindspot.

4.3 Guaranteed buys. Where a Client requires guaranteed placement or volume, you will use a Programmatic Guaranteed Order, subject to the PG terms (including firm commitment and make-good remedies) in the Terms.

Sub-agencies, Client-data Segregation, and Cooperation

5.1 Sub-agencies and delegated access. You may not grant Platform access to a sub-agency, reseller, or contractor without Blindspot's prior written consent and without flowing down confidentiality, security, privacy, and acceptable-use obligations no less protective than those in the Terms. You remain responsible for any party you give access to.

5.2 Client-data segregation. You will segregate Client credentials, balances, and data; use each Client's credentials, balances, and data solely for that Client; and delete or return Client-specific data promptly on offboarding, subject to legal retention requirements. Where you provide or instruct us to use any personal data for a Client, you are responsible for the lawful basis and required consents, and the Privacy Policy and DPA apply.

5.3 Cooperation. You will cooperate reasonably with Blindspot in investigating suspected policy abuse, sanctions or fraud concerns, misrepresentation, or authority disputes relating to Client Campaigns.

5.4 Client transitions and takeovers. If a Client moves between agencies, or takes management of its own account, the following applies, subject to our verification of authority and ownership:

• Proof of authority. Sufficient evidence of authority is normally a written authorization signed by an authorized signatory of the Client, on Client letterhead or from a verified Client domain, identifying the account/Client organization and the scope of authority (spend, creative, data). We may request additional verification.
• Disputed relationship mid-campaign. If competing agencies claim authority for the same Client while Campaigns are live, we may pause the affected Campaigns and decline new instructions until the Client confirms in writing which party is authorized. You will not obstruct an orderly transition.
• Data and reporting on transition. On a verified transition, we will make available to the Client (or its newly authorized agency) the Client's Campaign reporting and Proof-of-Play records for its Campaigns, and will handle the Client's balances under the Refund & Credits Policy and Section 1.7. Each agency may access only its own period of management.
• Sub-agency governance. On request, you will provide records of any sub-agency or delegated access you granted (Section 5.1) and evidence of the flow-down obligations, so we can audit the compliance chain.

A more detailed operational Agency Operations Guide (provisioning, billing models, delegated admin, and offboarding flows) may supplement this Addendum; the Terms and this Addendum prevail on legal matters.

Compliance

You will comply with, and ensure your Clients' Content complies with, the Advertising Policy, all applicable advertising standards and laws, and any Supplier, venue, or brand-safety restrictions communicated through the Platform.

Remedies for Breach

A breach of this Addendum may result in suspension or termination of your account, revocation of access to specific Supplier inventory, and the other remedies in the Terms, in addition to any liability for damages and the indemnification obligations in the Terms.

Contact

Agency and partner matters: partners@seeblindspot.com · General: hello@seeblindspot.com

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