Agency Addendum

1. Who this addendum is for

This Agency Addendum applies to you if you create or run an agency workspace on Closelio and invite other people, usually downline agents, to work in it as seats. It adds to the Terms of Service between you and Closelio AI LLC, a {{ENTITY_STATE}} limited liability company ("Closelio," "we," or "us"). In this addendum, "you" means the agency that is the Customer.

If a term is capitalized here but not defined, it has the meaning given in the Terms.

2. Definitions

Agency Owner means the person who created the Agency Workspace and holds the owner role in it, acting for the agency business that is the Customer. Each Agency Workspace has one Agency Owner.

Agency Workspace means a workspace created as an agency workspace, which can hold more than one User and supports team features such as invitations, roles, and seat management.

Downline Agent or Seat means any User who joins an Agency Workspace by accepting an invitation from the Agency Owner, whatever role they are given (for example manager, agent, texter, or voice dialer).

Solo Workspace means the personal workspace every Closelio user has, separate from any Agency Workspace they belong to. Agents sometimes call this their "own book."

3. Your authority and responsibilities as Agency Owner

By creating an Agency Workspace, you confirm that you have the authority to accept the Terms and this addendum on behalf of the agency business, and that the agency is bound by them.

As Agency Owner, you are responsible for:

• deciding who to invite, and removing access when someone should no longer have it;
• assigning each Seat a role and any custom permissions, and keeping those settings appropriate;
• the accuracy of the information you give us about the agency;
• paying the fees for the Agency Workspace and for the Seats you sponsor, as described in Section 8; and
• keeping your own login secure. The Agency Owner role has full access to the Agency Workspace, including billing.

Roles control what each Seat can see and do. You should give each Seat only the access it needs. We provide the role settings, but we do not decide who in your organization should have which permissions.

4. Flow-down of our terms to your Seats

Each Seat must have their own login and must agree to the Terms when they sign up or accept an invitation. In addition, you must make sure that every Seat in your Agency Workspace:

• accepts and follows the Terms of Service, the Acceptable Use Policy, the Communications Compliance Addendum, and the SMS Terms;
• obtains, records, and honors consent before calling or texting any Contact, and honors opt-outs and do-not-call requests; and
• uses the compliance tools in the product (such as consent records, the internal DNC list, quiet hours, and recording disclosure settings) as your policies and the law require.

You are responsible for everything your Seats do in your Agency Workspace, including the messages they send, the calls they place, the leads they upload, and whether they had consent to contact those leads. As between you and Closelio, their conduct in the Agency Workspace is treated as your conduct.

You agree to enforce these obligations through your own agreements with your agents. We are not a party to those agreements and cannot enforce them for you.

5. A2P registration and messaging identity

Business text messaging in the United States requires A2P 10DLC registration with the carriers. In Closelio, campaign text messages are sent under the A2P brand and campaign registered for the Seat who sends them. Each Seat who wants to send campaign text messages needs their own approved registration. Until it is approved, that Seat's campaign texts are blocked, and each Seat is limited to 300 outbound dials per day.

We file registrations with carriers through our telephony provider on the registrant's behalf, using the information the registrant provides. Carriers decide whether and when to approve. We do not control the outcome or the timing.

You must make sure that:

• every registration filed for your Seats is accurate and complete, and describes the messages that will actually be sent;
• each Seat uses only the phone numbers and campaigns assigned to them, and does not send messages under another person's brand or registration; and
• message content matches the registered use case and identifies the sender as the registration requires.

If you want your agency's name or brand to appear in messages, it is your job to make sure that is consistent with each Seat's registration and with your agreements with your carriers and agents. {{TODO: confirm whether an agency-level (standard brand) registration that Seats can share is or will be offered; current code registers per Seat.}}

6. Data visibility and ownership

Data in the Agency Workspace. Leads, contacts, conversations, call recordings, transcripts, policies, and other records created in or uploaded to the Agency Workspace are Customer Data of the agency. They belong to the agency, subject to whatever your agreements with your agents say. The Agency Owner can see data across the Agency Workspace. Other Seats see what their role allows. For some back-office and commission views, a Seat other than the owner sees only their own records and those of agents below them in the hierarchy you set up.

Data in a Solo Workspace. Each agent's Solo Workspace is separate from your Agency Workspace and belongs to that agent. Being an Agency Owner does not give you access to a Seat's Solo Workspace, and a Seat's role in your Agency Workspace does not give them access to your other workspaces.

Disputes between you and your agents. Questions about who owns a lead, who gets credit for a sale, how commissions or overrides are split, and what happens to a book of business when an agent leaves are governed by your agreements with your agents. We do not decide those disputes. We follow the workspace permissions in the product and the instructions of the Agency Owner. We will not move, copy, or delete data between workspaces to settle a dispute unless the law requires it or both sides instruct us in writing. Commission and hierarchy features in Closelio are recordkeeping tools and are not an official statement of what anyone is owed.

7. Removing a Seat and agent departures

You can remove a Seat at any time from your team settings. When a Seat is removed:

• they immediately lose access to the Agency Workspace;
• the data they created in the Agency Workspace stays in the Agency Workspace and is not moved to their Solo Workspace;
• their Solo Workspace, and anything in it, stays with them; and
• the seat becomes available for you to invite someone else, within your plan's seat limit.

If a departing agent needs a copy of records from the Agency Workspace, providing it is up to you and your agreement with that agent. {{TODO: confirm whether any export tool exists for owners and whether A2P registrations and assigned phone numbers follow the agent or stay with the agency after removal.}}

The Agency Owner cannot be removed from their own Agency Workspace, and ownership cannot currently be transferred inside the product. If you need to change who controls an Agency Workspace, contact legal@closelio.ai.

8. Fees for Seats

You are responsible for the fees you agreed to pay for the Agency Workspace and the Seats you sponsor, including any usage charges under the Included-Usage Terms. Seats in your Agency Workspace work under your subscription. If your subscription ends or payment fails, your Seats may lose access to the Agency Workspace.

When a Seat in your Agency Workspace registers for A2P, the carrier and registration fees for that registration are passed through and charged to your subscription, as described in the Included-Usage Terms. These fees are set by third parties, and once incurred they are not refundable by us.

Your Seats are responsible for paying for their own Solo Workspaces unless you separately agree to cover them.

9. Suspension

If a Seat breaks the Terms, the Acceptable Use Policy, the Communications Compliance Addendum, or the SMS Terms, or if carriers or regulators raise a problem with that Seat's traffic, we may suspend or limit that Seat, their numbers, or their messaging. If the issue is serious, repeated, or not fixed promptly, or if we reasonably believe it reflects a problem with how the Agency Workspace is run, we may suspend or limit the whole Agency Workspace. Where practical and lawful, we will tell the Agency Owner and give you a chance to fix the problem first. Suspension under this section follows the suspension terms in the Terms of Service.

10. Indemnity for your Seats

You will defend and indemnify Closelio against claims, fines, penalties, and costs (including reasonable attorneys' fees) arising from:

• calls, texts, or other communications sent by any Seat through your Agency Workspace;
• a Seat's failure to obtain, record, or honor consent or opt-outs;
• inaccurate registration information provided by or for a Seat; and
• any dispute between you and a Seat or former Seat about leads, data, commissions, or access.

This obligation is in addition to the indemnity in the Terms of Service, and the procedures in the Terms apply.

11. Order of precedence and changes

This addendum is part of the Terms of Service. If this addendum conflicts with the Terms, this addendum controls for Agency Workspaces and Seats. The Communications Compliance Addendum and the Data Processing Addendum still control on the topics they cover. Governing law and dispute resolution are as set out in the Terms ({{GOVERNING_LAW}}; {{ARBITRATION_VENUE}}).

We may update this addendum. For material changes, we will give notice by email and/or in the app, and the change takes effect 30 days after notice. Questions about this addendum can go to legal@closelio.ai or {{ADDRESS}}.