This Agreement is the single governing document for every commercial relationship between LaunchPreneur, Inc., operating as ViralBrand, and the brands it serves. ViralBrand serves brands in three ways, and this Agreement covers all three:
| Who they are | What they get | Schedule | |
|---|---|---|---|
| Member | A brand in the ViralBrand community | The Suite, events, activations, member programming | A |
| Campaign Client | A full-service, done-for-you brand | ViralBrand runs the campaign end to end | B |
| Self-Managed Client | A brand running it themselves | Licensed access to ViralBrand's platform, Hub, CRM, and creator database | D |
A brand may hold one, two, or all three at once, and may move between them freely. Every full-service Campaign Client is offered a complimentary Membership for the duration of its engagement.
It is built in two layers. The Core Terms (Articles 1–14) bind every Client from the moment the relationship begins and continue without interruption for as long as the relationship lasts, regardless of what the Client is buying at any given moment. The Schedules set out the terms specific to each type of service and are active only while the Client holds a corresponding Order.
A brand that joins as a Member, engages ViralBrand for a campaign, drops to self-managed access, and later returns to Membership alone does not sign a new agreement at any point. The Core Terms never lapse. Only the Schedules switch on and off.
All fees, rates, payment schedules, and pricing are set out exclusively in the applicable Order. This Agreement contains no pricing.
1.1 "ViralBrand" or "Agency" means LaunchPreneur, Inc., a Delaware corporation, operating under the trade name "ViralBrand." References to "ViralBrand," "Agency," and "Company" are interchangeable throughout this Agreement and in any Order, Statement of Work, or Addendum executed under it. LaunchPreneur, Inc. also operates other divisions and trade names, including The McCord List; this Agreement governs the ViralBrand relationship only, and the contracting party in every case is LaunchPreneur, Inc.
1.2 "Client" means the contracting counterparty. "Client" is the umbrella term and includes Members, Campaign Clients, and Self-Managed Clients. Where a provision applies to only one tier, it says so expressly or appears in the applicable Schedule.
1.3 "Member" means a Client holding an active Membership Order under Schedule A, whether paid or complimentary under Section B.16.
1.4 "Campaign Client" means a Client holding an active Statement of Work under Schedule B.
1.4.1 "Self-Managed Client" means a Client holding an active Self-Managed Access Order under Schedule D.
1.5 "Order" means any Membership Order, Statement of Work, Insertion Order, or other commercial instrument executed or accepted by the Client that identifies the services purchased and the fees payable. All fees, rates, dollar amounts, payment schedules, minimum commitments, and pricing details are governed exclusively by the applicable Order.
1.6 "Statement of Work" or "SOW" means an Order for Campaign Services under Schedule B, setting forth scope, deliverables, timeline, and fees for a particular engagement.
1.7 "Membership Order" means an Order for Membership under Schedule A, whether executed by signature, accepted through ViralBrand's online checkout, or granted on a complimentary basis under Section B.16.
1.7.1 "Self-Managed Access Order" means an Order for self-managed platform access under Schedule D, whether taken as a Client's first engagement with ViralBrand or as a continuation following a full-service engagement.
1.8 "Services" means all services rendered by ViralBrand under this Agreement, inclusive of Membership benefits under Schedule A and Campaign Services under Schedule B.
1.9 "Campaign Services" means marketing, consulting, strategy, Talent outreach, campaign execution, and related services rendered under an executed SOW.
1.10 "Commencement" or "Start" means the initiation of Services, inclusive of strategy, planning, Talent identification, and development of any Talent-facing materials, including but not limited to vibe decks.
1.11 "Talent" means any creator, influencer, affiliate, ambassador, grassroots participant, professional creator, celebrity, or other contributor engaged in campaign or Suite activities, regardless of tier, platform, or notoriety. All Talent are independent third-party contractors and are not employees, agents, or representatives of ViralBrand or of any Client.
1.12 "Unique Talent Profile" means an individual creator, influencer, or celebrity account, whether hosted on Instagram, TikTok, YouTube, or other relevant social media platforms.
1.13 "Grassroots Talent" means Talent with fewer than 100,000 followers, further subdivided into:
1.14 "Professional Creator" means Talent with 100,000 or more followers, further subdivided into:
For the avoidance of doubt, a creator producing content professionally with fewer than 100,000 followers may be treated as a Professional Creator where the applicable Order so specifies.
1.15 "Celebrity Talent" means pressworthy personalities recognizable beyond social media. Celebrity Talent is a distinct category from Mega Talent and is not defined by follower count.
1.16 "Organic Activation" means any activation in which Talent participates in exchange for product, access, or affiliate commission rather than a negotiated cash fee, and in which the Talent retains full discretion over whether, when, how, and in what form to publish. Organic Activations include Grassroots Talent activations, Suite activations under Schedule A, and the organic component of any Campaign Services engagement.
1.17 "Paid Partnership" means any activation in which ViralBrand sources, negotiates, and contracts Talent for cash compensation in exchange for specified deliverables.
1.18 "UGC" means user-generated content, inclusive of videos, images, audio, written posts, or any other content produced, published, curated, or re-shared by Talent, whether original or derivative, and regardless of format, medium, or platform.
1.19 "Post" means any discrete act of publication by Talent, whether in the form of a story, reel, video, image, or written post. Story posts, though transient, are expressly included.
1.20 "Reach" means unique users reasonably estimated to have been exposed to campaign content.
1.21 "Affiliates" means Talent participating via unique codes or links in exchange for product, fees, or commissions.
1.22 "Ambassadors" means recurring Talent delivering above-average performance.
1.23 "ViralBrand Intelligence™" means ViralBrand's proprietary AI-powered creator scoring engine, which evaluates Talent across four dimensions: Performance Prediction, Authenticity Score, Brand Alignment, and Brand Safety. Outputs are probabilistic benchmarks, not guarantees of performance.
1.24 "Creator Terms" (formerly the "Creator License Agreement" or "Influencer Terms & Conditions") means ViralBrand's standard terms between ViralBrand and each creator who takes part in a collaboration, published at viralbrand.com/creator-terms, together with any campaign offer issued under them. The Creator Terms are the source of the content rights described in Article 6: creators grant those rights there, directly to ViralBrand and to the Promoted Brand. Client is not a party to the Creator Terms, but receives the content license in its own name and may enforce the provisions of the Creator Terms that name the Promoted Brand as a beneficiary. By accepting this Agreement, Client acknowledges it has been given the Creator Terms URL and has had the opportunity to review them. References elsewhere in this Agreement, and in any Order, to the "Creator License Agreement" or "Influencer Terms & Conditions" mean the Creator Terms.
1.25 "The Suite" means ViralBrand's celebrity and creator gifting facility, comprising the physical Suite located at the studio campus identified in the applicable Order and the Virtual Suite storefront, together with the events and activations conducted through them. Suite terms are set forth in Schedule A.
1.26 "Client Data" means: (a) Client's trademarks, service marks, logos, brand names, and trade dress; (b) Client's product imagery, photography, and marketing copy supplied to ViralBrand; (c) Client's customer lists, business data, and proprietary information; (d) campaign reporting delivered to Client under an Order; and (e) the Activated Creator List delivered to Client under Section 7.2(b). Client Data is and remains Client's property. Creator Records (Section 1.27.2) are not Client Data.
1.27 "Platform Data" means ViralBrand's creator and prospect database, outreach infrastructure, sending systems, scoring models and outputs, performance benchmarks, and all Creator Records held within ViralBrand's systems. Platform Data is and remains ViralBrand's property. Client's access to Platform Data is licensed, non-exclusive, and non-exportable, and terminates with the Order under which it was granted.
1.27.1 "Activated Creator" means Talent who, in connection with a campaign or collaboration conducted for Client, has published at least one Post featuring, referencing, or promoting Client or Client's product, as recorded in ViralBrand's campaign reporting. In the case of a Paid Partnership, Talent who has been contracted and whose fee Client has paid is an Activated Creator whether or not publication has occurred. Talent who merely opted in, applied, was scored, was presented, was briefed, or received product without publishing is not an Activated Creator.
Activated Creator status is determined once, at the time ViralBrand's reporting records the Post, and does not reverse if the Post subsequently expires, is deleted, is made private, or becomes unavailable. ViralBrand's campaign reporting and CRM records are the record of truth for this purpose. Because ViralBrand's share-to-ship mechanic conditions shipment on publication, most Grassroots Talent who receive product will be Activated Creators.
1.27.2 "Creator Records" means the records held within ViralBrand's systems relating to any Talent, including contact details, profile data, scoring and ViralBrand Intelligence™ outputs, enrichment, participation history, and performance data. Creator Records are a subset of Platform Data and remain ViralBrand's property in all cases. Section 7.2 governs what Client receives in respect of Activated Creators, and distinguishes the relationship, which is Client's, from the record, which is ViralBrand's.
1.28 "Personal Information" means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer, household, or natural person, as defined under the California Consumer Privacy Act of 2018 ("CCPA"), as amended by the California Privacy Rights Act of 2020 ("CPRA"), and any successor or analogous state, federal, or international privacy laws.
1.29 "Confidential Information" has the meaning given in Article 8.
1.30 "Willful Breach" means an intentional act or omission by ViralBrand, taken with actual knowledge that such act or omission constitutes a material breach of this Agreement, and undertaken in conscious disregard of the rights or obligations of Client. A Willful Breach does not include ordinary negligence, gross negligence, mistakes, errors in judgment, unforeseen circumstances, Talent non-performance, platform policy changes, or other failures outside ViralBrand's direct control.
1.31 "Optional" means any service, deliverable, or function not included in the current scope of an Order, which may be availed by Client upon written request, subject to additional fees and ViralBrand's acceptance.
1.32 "Regulated Category Engagement" means any engagement in which Client operates in a regulated industry, including but not limited to legal services, healthcare, financial services, insurance, alcohol, tobacco, cannabis, supplements, age-restricted products, gambling, or any other industry subject to industry-specific advertising rules, disclosure requirements, or regulatory oversight. Schedule C applies to Regulated Category Engagements.
1.33 "Schedule" means Schedule A (Membership Terms), Schedule B (Campaign Services Terms), Schedule C (Regulated Categories), Schedule D (Self-Managed Access Terms), and any further schedule executed by the parties. "Annex 1" means the legacy product definitions preserved at the end of this Agreement.
1.34 "Collaboration Hub" or "Hub" means a website and customer relationship management instance built, hosted, and operated by ViralBrand in connection with a Client engagement, through which Talent sign up to participate in a collaboration and receive campaign assets, tools, briefs, instructions, tracking links, and related resources. A Collaboration Hub comprises the domain, the website and its underlying code and configuration, the CRM instance and its automations, the tracking and attribution implementation, and the hosting environment. Collaboration Hubs are built, owned, and operated by ViralBrand, and are licensed to Client for use during the engagement, on the terms set out in Section B.9. Where the Hub carries Client's brand name, that branding does not alter ownership. "CollabsHub" is ViralBrand's own platform brand and is not a name given to any Client's deliverable.
1.35 "Outreach Identities" means the sender names, domains, brand identities, and email and messaging infrastructure under which ViralBrand conducts Talent outreach, including ViralBrand, ViralBrand Collab Hub, The McCord List, and any Collaboration Hub branding established for a Client.
2.1 Core Terms Bind Continuously. Articles 1 through 14 (the "Core Terms") bind Client from the moment Client first accepts this Agreement under Article 3 and continue in full force, without interruption, for so long as Client holds any active Order, and thereafter to the extent provided in Section 13.11 (Survival). The Core Terms do not lapse, suspend, or require renewal when Client changes tiers, pauses an engagement, or holds no active Order for a period of time.
2.2 Schedules Activate by Order. Each Schedule applies only while Client holds a corresponding active Order:
| Active Order | Schedule in force |
|---|---|
| Membership Order (paid or complimentary) | Schedule A |
| Statement of Work | Schedule B |
| Self-Managed Access Order | Schedule D |
| Any of the above, where Client operates in a Regulated Category | Schedule C |
A Schedule that does not correspond to an active Order is dormant and imposes no obligation on, and grants no right to, either party. A Client holding more than one Order is bound by each corresponding Schedule simultaneously; where two active Schedules address the same subject, the Schedule corresponding to the higher-service Order controls, in the order Schedule B, then Schedule D, then Schedule A.
2.3 Tier Changes. Client may move between tiers freely and in any direction — adding Campaign Services to a Membership, adding a Membership to a campaign engagement, stepping from full service down to self-managed access, stepping from self-managed access up to full service, or ceasing one while continuing another — by executing or accepting the applicable Order. No new agreement, re-signature, or re-acceptance of the Core Terms is required. The effective date of any tier change is governed by the notice provisions of the applicable Schedule.
2.4 Continuity Across Tier Changes. The parties expressly intend that the confidentiality obligations of Article 8, the intellectual property and content rights of Article 6, the data ownership provisions of Article 7, the indemnification obligations of Article 11, the non-solicitation provisions of Section 13.6, and the dispute resolution provisions of Article 12 run continuously across all tier changes and across any period during which Client holds no active Order. No gap in Orders creates a gap in those obligations.
2.5 Order of Precedence. In the event of conflict, the following order governs, from highest authority to lowest:
This Agreement overrides any proposal, pitch deck, addendum, email, marketing material, or other communication not listed above.
2.6 Versioning and Amendment. ViralBrand may amend this Agreement from time to time. The version in force as to any Client is the version published at viralbrand.com/msa on the date that Client's then-current Order was accepted, until superseded in accordance with this Section. ViralBrand shall provide Client with not less than thirty (30) days' written notice of any material amendment. An amendment takes effect as to Client upon the later of (a) expiry of the notice period, or (b) the commencement of Client's next Order or renewal term. Client's continued use of Services following the effective date constitutes acceptance. Where Client objects in writing to a material amendment before its effective date, Client may terminate under the notice provisions of the applicable Schedule without penalty, and the prior version continues to govern through the resulting termination date. ViralBrand shall maintain an archive of all published versions for a period of not less than seven (7) years and shall provide any prior version upon written request.
3.1 Methods of Acceptance. This Agreement is accepted, and becomes binding on Client, upon the earliest of:
(a) Client's execution of an Order, proposal, or signature page that references or incorporates this Agreement;
(b) Client's affirmative acceptance through ViralBrand's online checkout, including by checking an acceptance box, clicking a button indicating agreement, or completing a purchase flow in which this Agreement is presented and its acceptance is required to proceed;
(c) Client's payment of any invoice or fee issued under an Order; or
(d) Client's commencement of, or continued participation in, Services following delivery of this Agreement or the URL at which it is published.
3.2 Incorporation by Reference. Where an Order, proposal, or checkout flow identifies this Agreement by name and states the URL at which it is published, this Agreement is incorporated into that Order by reference and binds the parties as fully as if reproduced in the Order in its entirety. Client acknowledges it has been given a reasonable opportunity to review this Agreement before accepting.
3.3 Acknowledgments Required at Acceptance. Certain provisions of this Agreement — identified in Article 14 — allocate risk in a manner materially different from default legal rules and are conspicuously disclosed. Client's acceptance of this Agreement is conditioned upon Client's separate affirmative acknowledgment of those provisions, given either by initialing the corresponding items in Article 14 or, where acceptance occurs through checkout under Section 3.1(b), by checking the corresponding acknowledgment boxes presented at checkout. ViralBrand shall retain a timestamped record of each acknowledgment. Where Client accepts under Section 3.1(c) or 3.1(d) without having given the Article 14 acknowledgments, the acknowledgments are deemed given as of the date of payment or commencement, and ViralBrand shall present them for confirmation at the earliest practicable opportunity.
3.4 Authority. Each person accepting this Agreement represents that they are authorized to bind the entity on whose behalf they accept. Client indemnifies ViralBrand for all actions taken in reliance on the instructions of any person reasonably appearing to be an authorized representative of Client.
3.5 Pre-Signature Work; Retroactive Effect. Given the time-sensitive nature of creator campaigns and Suite activations, ViralBrand may, at its sole discretion and in Client's interest, commence preparatory work — including strategy planning, Talent identification, scoring, outreach planning, vibe deck development, storefront listing preparation, and database build — before Client's acceptance of this Agreement and before receipt of first payment. Upon acceptance and receipt of first payment, this Agreement is deemed effective retroactively to the date ViralBrand first commenced work, and all terms herein (including without limitation the limitation of liability, indemnification, intellectual property, confidentiality, and acknowledgment provisions) apply to that pre-acceptance work as if this Agreement had been in effect from the outset. Client agrees that all pre-acceptance work is performed in reliance on Client's good-faith intent to accept this Agreement and honor the payment obligations of the applicable Order. Where Client elects not to proceed after pre-acceptance work has been performed, Client remains liable for the reasonable value of Services rendered, including ViralBrand time, third-party costs incurred, and Talent commitments made, invoiced at ViralBrand's then-current standard rates.
3.6 Counterparts; Electronic Execution. This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original. Execution via the parties' standard digital signature workflow, including online signature platforms with audit trail (timestamp, IP address, email confirmation), and acceptance via checkout flow with equivalent audit trail, are each sufficient for all purposes.
4.1 Fees Live in the Order. All fees, rates, payment schedules, deposit requirements, minimum commitments, and pricing structures applicable to any Service are set forth exclusively in the applicable Order. This Agreement governs the legal terms of the parties' relationship; the Order governs the commercial terms of each engagement. In the event of conflict as to fees or pricing, the Order controls; this Agreement controls as to all other matters.
4.2 Payment Obligations. Invoices are payable in accordance with the payment terms specified in the applicable Order. Failure to timely remit payment constitutes a material breach. ViralBrand may charge interest on overdue balances at the rate of one and one-half percent (1.5%) per month (18% per annum), compounded monthly, from the due date until paid in full.
4.3 Suspension for Non-Payment. ViralBrand may suspend all or any part of the Services upon five (5) days' written notice if any invoice remains unpaid past its due date, provided that suspension is lifted upon Client's cure of the payment default within the notice period. ViralBrand is not liable for any campaign delay, missed activation, missed Suite wave, or performance impact occurring during a period of suspension caused by Client's non-payment. Suspension does not relieve Client of accrued payment obligations and does not extend or toll any term.
4.4 Time Is of the Essence. Time is of the essence with respect to Client's payment obligations.
4.5 Disputed Amounts. During any dispute resolution period, Client shall continue to pay all undisputed amounts when due. Client may not withhold payment of undisputed invoices on account of a dispute concerning a separate invoice, deliverable, or claim.
4.6 Chargebacks and Payment Reversals. Client agrees not to initiate any chargeback, payment reversal, or dispute with any financial institution regarding fees paid to ViralBrand in respect of Services duly rendered. Any such action initiated in bad faith or in violation of this provision constitutes a material breach. Where Client initiates a chargeback in violation of this provision, Client is liable for (a) the full disputed amount, (b) all merchant processing, chargeback, and bank fees incurred by ViralBrand, (c) reasonable attorneys' fees, and (d) liquidated damages as set forth in the applicable Order or, absent such specification, an amount sufficient to reasonably compensate ViralBrand for the administrative burden imposed. This provision operates as a contractual covenant between the parties and does not purport to waive any rights that may exist under applicable law or financial institution policy.
4.7 Refund Waiver; Limited Credits. Client waives all rights to refunds, offsets, and penalties. No refund shall issue under any circumstance save for ViralBrand's Willful Breach. Where a refund is ever considered, it must be mutually agreed in writing, and any refund so approved shall be issued solely as a credit toward future Services; under no circumstances shall cash or cash-equivalent refunds be provided. This waiver survives termination. Tier-specific refund and proration terms appear in the applicable Schedule.
4.8 Taxes. All fees are exclusive of sales, use, excise, value-added, and similar taxes. Client is responsible for all such taxes other than taxes on ViralBrand's net income.
5.1 Term of Agreement. This Agreement commences upon acceptance under Article 3 and continues until terminated in accordance with this Article. The term of each Order, and the notice required to end it, are governed by the applicable Schedule and the Order itself.
5.2 Relationship Survives Order Expiry. Expiry, completion, or termination of any individual Order does not terminate this Agreement. Where Client holds no active Order, the Core Terms remain in force in accordance with Section 2.1, and Client may resume Services at any time by accepting a new Order without re-executing this Agreement. Either party may terminate this Agreement in its entirety, with prospective effect, upon thirty (30) days' written notice given at a time when no Order is active.
5.3 Termination for Material Breach. Either party may terminate this Agreement or any Order for material breach upon fifteen (15) days' written notice, provided the breach is not cured within that period.
5.4 ViralBrand Enhanced Termination Rights. ViralBrand may terminate this Agreement or any Order immediately, upon written notice and without further obligation or liability to Client, upon any of the following:
(a) Any regulatory or enforcement action against Client that, in ViralBrand's reasonable judgment, materially threatens ViralBrand's ability to continue the relationship without ongoing legal exposure;
(b) Client's direction to ViralBrand or to any Talent to make any statement, claim, or representation that ViralBrand reasonably believes violates any applicable law, regulation, or industry rule, where ViralBrand has flagged the concern in writing and Client has not modified or withdrawn the direction within twenty-four (24) hours;
(c) Material change in any law, regulation, or platform policy applicable to Client's industry that, in ViralBrand's reasonable judgment, makes continued performance commercially unreasonable;
(d) Client's breach of any indemnification, insurance, or compliance obligation under this Agreement; or
(e) Conduct by Client or its personnel, at any ViralBrand event, facility, or Suite activation, that ViralBrand reasonably determines to be harassing, threatening, unlawful, or materially damaging to ViralBrand, its Talent, its other Clients, or its venue relationships.
5.5 Effect of Termination. Upon termination of any Order, ViralBrand ceases the corresponding Services. Client remains liable for all amounts accrued through the effective date of termination, all amounts payable under the applicable Schedule's notice provisions, and all committed Talent fees, media spend, product costs, and third-party costs incurred before receipt of termination notice. ViralBrand has no obligation to unwind, cancel, or mitigate any third-party commitment made before receipt of termination notice.
5.6 Public Communications During Disputes. In the event of any regulatory action, public dispute, or termination event, neither party shall issue public statements — including press releases, social media posts, podcast comments, or media interviews — attributing fault to or otherwise referencing the other party without the other party's prior written consent, except as required by law or regulation. Breach of this Section constitutes a material breach and is subject to the mutual non-disparagement obligation of Section 13.7. The party in breach bears all reasonable costs of corrective communications by the non-breaching party.
6.1 ViralBrand Work Product. Unless otherwise provided, ViralBrand's work product — including outreach copy, creator databases, campaign strategies, vibe decks, creative briefs, system architecture deliverables, storefront and Suite infrastructure, and scoring outputs produced under ViralBrand Intelligence™ — remains the sole and exclusive intellectual property of ViralBrand and shall not be reproduced, distributed, or used outside the scope of the applicable Order without ViralBrand's express written consent. Unauthorized use constitutes a material breach and entitles ViralBrand to seek injunctive relief, in addition to all other remedies at law or in equity, without the requirement to post bond. ViralBrand grants Client a non-exclusive, royalty-free, internal-use-only license to retain copies of briefs and strategies developed specifically for Client, solely for internal reference and historical recordkeeping. This license does not include rights to distribute, publish, or use such materials with subsequent agencies or competitors of ViralBrand.
6.2 Talent Content License — Perpetual, Royalty-Free, All Channels.
(a) Grant. As a material commercial feature of every ViralBrand engagement at every tier, Client receives a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to exploit all Talent content produced under this Agreement across all of Client's owned, earned, and paid media channels, organic and paid alike, without additional licensing fees. Each activated Talent executes ViralBrand's Creator License Agreement before activation, assigning and licensing the foregoing rights for Client's benefit. This grant applies equally to content produced through Membership activations under Schedule A and to content produced through Campaign Services under Schedule B.
(b) ViralBrand-Produced Content. Where ViralBrand's own production team creates content featuring Client's product — including content produced at the Suite — Client receives the same perpetual, royalty-free, worldwide license set out in Section 6.2(a), subject to the same carve-outs. ViralBrand retains ownership of such content and retains the right to publish it on ViralBrand's own channels and to use it in ViralBrand's marketing.
(c) Pass-Through Limitation. The license granted under this Article is subject to and conditioned upon the Creator Terms accepted by each Talent. Where Talent terminates, limits, or successfully challenges its content rights for cause unrelated to ViralBrand's breach — including Talent death, incapacity, regulatory restriction, platform takedown affecting the underlying account, or assertion by a third party of pre-existing rights — ViralBrand's sole obligation is to use commercially reasonable efforts to negotiate continuation or substitution of rights. No monetary damages accrue against ViralBrand for such loss of rights.
(d) Survival. The license granted under this Article survives termination or expiration of this Agreement and of any Order, and is not contingent on Client's continued engagement with ViralBrand at any tier. It is expressly excluded from any return-or-destruction obligation under Article 8.
(e) Carve-Outs — Name, Likeness, and Right of Publicity. The license covers Client's use of Talent-produced content in its original or modified form. It does not extend to (i) Client's independent use of Talent's name, likeness, voice, or identity outside the four corners of the licensed content; (ii) endorsement claims beyond those expressly made by the Talent in the original content; (iii) any use that misrepresents the Talent's current relationship with Client, including continued use implying an active endorsement after Talent has publicly disassociated from Client; or (iv) creation of derivative works that materially alter the Talent's portrayal, voice, or stated views. Any such use requires separate written consent from the Talent, which Client is responsible for obtaining. ViralBrand disclaims liability for Client's use of Talent content beyond the scope of the license granted, and Client indemnifies ViralBrand for any right-of-publicity claim arising from such overreach.
(f) Material Commercial Feature. The parties acknowledge that this perpetual royalty-free content right is a core feature of ViralBrand's commercial offering and is materially different from industry-standard limited-term licensing arrangements. The pricing of all Orders reflects this commitment.
(g) Which Document Controls. This Article describes what Client receives and the limits on how Client may use it. The grant itself is made by creators in the Creator Terms. Where this Article and the Creator Terms differ as to the scope of rights a creator has granted, the Creator Terms control, and Client's rights are those the Creator Terms actually grant. ViralBrand shall not amend the Creator Terms in a way that narrows the license granted to Promoted Brands in respect of content already produced for Client. Where a Paid Partnership is governed by a separate talent agreement rather than the Creator Terms, the content rights available to Client are those stated in that talent agreement, and ViralBrand shall tell Client in writing, before Client selects the talent, where they differ from this Article.
6.3 Client Brand Elements. Client retains all right, title, and interest in Client Data as defined in Section 1.26. Client's ownership of Client Data does not extend to, and Client acquires no ownership interest in, the ViralBrand infrastructure that hosts, displays, or processes it. Where ViralBrand infrastructure and Client Data are combined, the result is a composite work in which each party owns its respective contribution.
6.4 Feedback. Any suggestion, idea, or feedback Client provides regarding ViralBrand's services, systems, or offerings may be used by ViralBrand without restriction or compensation.
6.5 License of Client Marks to ViralBrand. Client grants ViralBrand a non-exclusive, royalty-free, worldwide license to use Client's trademarks, service marks, logos, trade dress, product imagery, and brand name for the purpose of performing the Services, including to brand and populate a Collaboration Hub, to identify Client in Talent outreach conducted under Section 6.6, to produce campaign and Suite content, and to identify Client as a client or Member of ViralBrand in ViralBrand's own marketing, case studies, and portfolio. Client warrants it holds all rights necessary to grant this license. The license terminates on termination of this Agreement, save that ViralBrand may continue to reference the engagement factually in its portfolio and case studies, and may retain content produced during the term. Client may withdraw consent to ViralBrand's promotional use of its marks on written notice, which does not affect ViralBrand's use of the marks in performing Services or its retention of previously published material.
6.6 Outreach Identities; Sending on Client's Behalf.
(a) Authorization. Client acknowledges and authorizes that ViralBrand conducts Talent outreach under a range of Outreach Identities, and that ViralBrand determines which identity is used for any given campaign or wave. ViralBrand may conduct outreach relating to Client under the ViralBrand name, under the ViralBrand Collab Hub name, under The McCord List name, under a Collaboration Hub identity established for Client, or under a combination of these. Where outreach is sent under a Collaboration Hub identity carrying Client's brand, Client expressly authorizes ViralBrand to send on Client's behalf, to identify Client as the brand behind the collaboration, and to use Client's marks under Section 6.5 for that purpose.
(b) Infrastructure Remains ViralBrand's. The sending domains, mailboxes, messaging infrastructure, deliverability reputation, sequences, and templates used for outreach are Platform Data and ViralBrand's property under Section 7.1, regardless of the Outreach Identity under which they send and regardless of whether the identity carries Client's brand.
(c) Compliance. ViralBrand is responsible for maintaining sender authentication, unsubscribe handling, and suppression lists for its Outreach Identities, and for compliance of the sending mechanics with applicable electronic communications law. Client remains responsible under Section 9.4 and Section 9.5 for the accuracy, legality, and regulatory compliance of the offer, claims, and product information conveyed in the outreach.
(d) Opt-In Records. Talent who opt in through outreach conducted for Client, or through Client's Collaboration Hub, generate Creator Records under Section 1.27.2, which are ViralBrand's property. Where such Talent goes on to publish and becomes an Activated Creator under Section 1.27.1, Client's rights in that relationship are governed by Section 7.2(a) and (b). The underlying prospect records from which the outreach was sent remain Platform Data in all cases.
7.1 Two Classes of Data. The parties expressly distinguish Client Data (Section 1.26) from Platform Data (Section 1.27). Client owns Client Data. ViralBrand owns Platform Data. Where Client is granted access to Platform Data through any Order, that access is a non-exclusive, non-transferable, revocable license to view, search, and segment within ViralBrand's systems, and to have permitted outreach conducted through them, for the duration of the Order. The license terminates automatically with the Order.
7.1.1 CRM Access. Where a Collaboration Hub or CRM instance is built for Client, ViralBrand shall provide Client with login credentials and working access to that instance for the duration of the engagement, including visibility of Client's campaign activity, opt-ins, and reporting. ViralBrand shall keep that instance current and shall provide updates and reporting to Client on request and as data becomes available.
7.1.2 No Bulk Export of Platform Data. Client's access under Section 7.1.1 is access to work within ViralBrand's systems. It does not include, and ViralBrand does not provide, the ability to download, export, scrape, or otherwise extract ViralBrand's outreach database in bulk. The parties record that this restriction exists for data protection reasons: the individuals in ViralBrand's prospect database have not consented to their information being transferred to, or held by, any third party, and ViralBrand's obligations under applicable Privacy Laws do not permit that transfer. Platform Data may not be exported, copied, downloaded in bulk, sold, licensed, or transferred to any third party by Client or by anyone acting on Client's behalf. Any attempt to circumvent this restriction, including by automated extraction, is a material breach. This Section does not limit Client's rights in Client Data under Section 1.26, or Client's right to receive the Activated Creator List under Section 7.2(b).
7.2 Relationships and Records — What Client Owns.
The parties draw a deliberate distinction. A creator who has actually published for Client has a real, knowing relationship with Client's brand, and that relationship belongs to Client. The enriched record ViralBrand builds around every creator — how they were found, scored, benchmarked, and tracked — is ViralBrand's product and remains ViralBrand's. This Section gives effect to both.
(a) Client Owns the Relationship. Client owns its relationships with Activated Creators outright. Client may contact, re-engage, contract, or work with any Activated Creator directly, at any time, during or after the engagement, through ViralBrand or independently of it, without ViralBrand's consent, without routing the engagement through ViralBrand, and without any fee, commission, or payment to ViralBrand. ViralBrand shall not gatekeep, obstruct, or discourage those relationships, and charges no introduction, conversion, or bypass fee of any kind (Section 13.6.1). The one limitation is a communications protocol, not an ownership limit: while ViralBrand is actively managing a campaign for Client, campaign communications with creators run through ViralBrand under Section B.15, so that a creator is not approached by two parties at once. That protocol ends when the managed engagement ends, and never affects Client's ownership of the relationship.
(b) The Activated Creator List. On Client's written request — during the engagement, at termination, or at any time within twelve (12) months after termination — ViralBrand shall provide Client, at no charge, with a list of Client's Activated Creators comprising each creator's name or handle, the platform or platforms on which they published, the contact details ViralBrand holds for them, and the dates and nature of their participation in Client's campaigns. That list is Client Data under Section 1.26(e) and is Client's to keep and use following termination. ViralBrand may fulfill requests under this Section on a reasonable cadence, and not more than once per calendar quarter absent agreement.
(c) What the List Does Not Include. The Activated Creator List conveys contact details and participation facts only. It does not include, and ViralBrand does not provide, ViralBrand Intelligence™ scores or any component of them, authenticity or brand-safety assessments, audience or demographic enrichment, benchmark or comparative data, performance data relating to other clients' campaigns, or any record relating to Talent who are not Client's Activated Creators. Those remain Creator Records and Platform Data.
(d) Everyone Else Stays Ours. Talent who opted in, applied, were scored, were presented, were briefed, or received product without publishing are not Activated Creators. Their records are Platform Data, are not provided to Client, and remain subject to Section 7.1.2 in full. Client has working access to them within ViralBrand's systems while an Order is active, and that access ends with the Order.
(e) No Bulk Export. Section 7.1.2 applies to all Creator Records other than the Activated Creator List. Access under Section 7.2(d) is access to view and work within ViralBrand's systems; it does not include the right to download, export, or extract, and any attempt to assemble a wider list by repeated or automated requests under Section 7.2(b) is a material breach.
(f) Client Data Is Unaffected. Client Data as defined in Section 1.26 is Client's property throughout and is returned or made available on request at any time.
(g) Members. Section A.12 governs Talent met through Membership, under which Client is likewise free to build and keep direct relationships without fee.
7.3 Compliance with Privacy Laws. Each party shall comply with all applicable data protection and privacy laws in connection with its performance under this Agreement, including CCPA/CPRA, the EU General Data Protection Regulation where applicable, and any successor or analogous laws (collectively, "Privacy Laws").
7.4 Service Provider Status. With respect to Personal Information processed on Client's behalf, ViralBrand acts as a "Service Provider" under CCPA/CPRA and as a "Processor" under GDPR where applicable. ViralBrand shall not retain, use, or disclose Personal Information for any purpose other than performing Services, including (i) for any commercial purpose other than providing Services to Client, (ii) outside the direct business relationship between the parties, or (iii) to combine Personal Information received from Client with Personal Information received from any other source, except as permitted under CCPA/CPRA. ViralBrand shall not "sell" or "share" Personal Information as those terms are defined under CCPA/CPRA. ViralBrand shall implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Personal Information from unauthorized access, disclosure, alteration, or destruction.
7.5 Breach Notification. Where ViralBrand becomes aware of a confirmed security breach involving unauthorized access to or disclosure of Client's Confidential Information or Personal Information processed under this Agreement, ViralBrand shall notify Client without undue delay and in no event later than seventy-two (72) hours after confirmation. Notice shall include, to the extent then known, a description of the nature of the breach, the categories and approximate number of individuals affected, and the steps taken or intended to mitigate it.
7.6 Client Responsibilities. Client warrants that any data, list, or contact information provided to ViralBrand has been collected and is transferred in compliance with applicable Privacy Laws, and that Client has all necessary rights, consents, and notices required to permit ViralBrand to process it for the purposes contemplated. Client indemnifies ViralBrand for any claim arising from Client's failure to comply with this Section.
7.7 Data Processing Addendum. Where required by Privacy Laws or requested by Client in writing, the parties shall execute a mutually acceptable Data Processing Addendum supplementing this Agreement. In the event of conflict, the Data Processing Addendum controls solely with respect to the processing of Personal Information.
8.1 Mutual Obligation. Each party shall maintain as strictly confidential all proprietary, financial, strategic, and non-public information disclosed under this Agreement ("Confidential Information"). Confidential Information does not include information that is (a) publicly available through no fault of the receiving party, (b) independently developed by the receiving party without reference to the disclosing party's information, or (c) required to be disclosed by law or court order, provided the disclosing party is given prompt written notice where legally permissible. Each party shall use Confidential Information solely to perform its obligations under this Agreement. This obligation survives termination for three (3) years.
8.1.1 ViralBrand Commercial Terms. Without limiting Section 8.1, the following are expressly ViralBrand's Confidential Information: the compensation ViralBrand pays or offers to any Talent; the terms of ViralBrand's agreements with Talent; ViralBrand's rate cards, cost basis, margins, and markups; and ViralBrand's platform, media, and vendor pricing. Client shall not disclose, repeat, publish, or use this information for any purpose other than evaluating ViralBrand's invoices, and shall not seek it from Talent (Section B.15(c)). This obligation applies however Client comes by the information, including where a Talent or third party discloses it to Client unprompted, and survives in accordance with Section 8.1.
8.2 Member Confidentiality. Members attend events, mixers, and mastermind sessions at which other Members disclose commercial, financial, and strategic information. Each Member agrees that information disclosed by another Member or by ViralBrand in any such setting is Confidential Information under this Article, and shall not be disclosed, published, or used for the disclosing party's competitive advantage.
8.3 Return or Destruction. Upon termination or expiration of this Agreement, each party shall promptly destroy or return all Confidential Information of the other party, and shall certify such destruction or return in writing within ten (10) days of written request. As to ViralBrand's Confidential Information, this obligation extends to creator databases, scoring outputs, outreach sequences, campaign strategies, system deliverables, and other ViralBrand work product. As to Client's Confidential Information, it extends to proprietary business data, customer lists, and product specifications. Each party may retain copies to the extent required by applicable law, regulatory obligation, or established internal data-retention policy, provided that (i) retained Confidential Information remains subject to this Article, and (ii) it is securely destroyed in accordance with the retaining party's standard schedule and in no event later than seven (7) years after termination. The perpetual Talent content license under Section 6.2 and Client's rights in Client Data under Section 7.2 are expressly excluded from any return or destruction obligation.
8.4 Privilege Protection. Where Client inadvertently discloses information protected by attorney-client privilege, work product doctrine, or analogous evidentiary protection, ViralBrand shall, upon written notice, promptly destroy or return it and treat it as Confidential Information, with the understanding that disclosure was inadvertent and does not constitute waiver. Client agrees that ViralBrand's good-faith handling of inadvertently disclosed privileged information gives rise to no claim against ViralBrand, and Client indemnifies ViralBrand for any such claim by Client or any third party arising from Client's inadvertent disclosure.
9.1 FTC Guidelines. ViralBrand shall instruct and require all Talent, affiliates, and ambassadors to comply with the Federal Trade Commission's disclosure requirements, including clear and conspicuous disclosure of material connections. Client acknowledges that as the brand and ultimate beneficiary of campaign content, Client bears primary responsibility for FTC compliance with respect to its marketing. ViralBrand cannot compel or guarantee individual Talent compliance, and provided ViralBrand has used commercially reasonable efforts to instruct Talent on FTC disclosure obligations, Client indemnifies and holds ViralBrand harmless from any FTC enforcement action, fine, or third-party claim arising from Talent non-disclosure.
9.2 Platform Terms. Client content and Talent deliverables must comply with the policies of TikTok, Meta, Amazon, and any other applicable platform. ViralBrand shall include these requirements in Talent agreements and creative direction but is not liable for Talent non-compliance or platform enforcement action.
9.3 Deemed Compliance. Content is deemed compliant where it includes the product plus required FTC disclosures in accordance with ViralBrand's creative direction.
9.4 Client Products and Materials. Client warrants that all products, samples, and creative materials supplied to ViralBrand or shipped to Talent are safe, legal, accurately labeled, and compliant with all applicable laws and regulations, including product safety, labeling, and import requirements. Client indemnifies ViralBrand for product liability, recalls, regulatory violations, and compliance failures. Client warrants it holds all licenses, approvals, and regulatory authorizations required for its category.
9.5 Industry-Specific Regulations. Where Client operates in a Regulated Category, or where Client's activity is otherwise subject to state, federal, industry, or platform regulatory requirements, Client warrants that (a) it is familiar with and compliant with all applicable advertising, disclosure, and regulatory requirements; (b) it maintains an internal compliance function or external regulatory counsel to review approved creative materials before providing them to ViralBrand; and (c) any creative direction, talking points, scripts, claims, testimonials, or disclaimers it provides comply with all applicable laws, rules, and regulations. Schedule C applies.
9.6 Best-Efforts Education; Client Acknowledgment. ViralBrand, as part of its standard onboarding and ongoing workflow, undertakes commercially reasonable best efforts to inform and educate Client regarding general rules, regulations, FTC disclosure requirements, platform policies, and state-level regulatory considerations relevant to Client's category and activity. Client expressly acknowledges and agrees that (i) ViralBrand has used commercially reasonable best efforts to inform and educate Client about applicable rules and regulations; (ii) such education does not constitute legal advice, compliance opinions, or representations regarding the application of any specific law, rule, or regulation to Client's specific facts; (iii) Client remains the sole party responsible for determining compliance with all applicable laws, regulations, and industry rules; (iv) ViralBrand is not a law firm, regulatory consultancy, or licensed compliance advisor; and (v) ViralBrand is fully indemnified by Client under Article 11 for any claim, action, fine, sanction, or proceeding arising from Client's regulatory compliance obligations, including any claim that ViralBrand should have provided additional or different education, guidance, or warning. ViralBrand's role with respect to regulatory compliance is strictly distribution of Client-approved materials, best-efforts education, and best-efforts flagging; ViralBrand is not a substitute for Client's own regulatory review.
9.7 Regulatory and Legal Changes. ViralBrand is not liable for new or changed regulations taking effect after Commencement.
9.8 Independent Contractor Relationship. The relationship between ViralBrand and Client is that of independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, employment, joint employer, or fiduciary relationship. Neither party has authority to bind the other, to make representations on the other's behalf, or to incur obligations in the other's name. Talent engaged by ViralBrand are independent contractors of ViralBrand only; in no event shall Client be deemed an employer, joint employer, principal, or co-principal of any Talent. The parties expressly intend that no provision of this Agreement, no Service rendered, and no instruction issued between the parties shall be construed as creating an employment, joint-employment, or labor-contractor relationship as defined under California Labor Code §2810.3, the ABC Test articulated in Dynamex Operations West, Inc. v. Superior Court, AB 5, or analogous federal or state law.
10.1 Aspirational Goals. All KPI targets, performance metrics, lead generation estimates, reach projections, engagement benchmarks, conversion rate projections, sales projections, return-on-investment projections, opt-in estimates, activation estimates, and similar performance goals set forth in any Order, proposal, vibe deck, strategy document, pitch, or campaign communication are aspirational goals only and not enforceable deliverables, contractual promises, or guarantees of any specific outcome. ViralBrand makes no warranty, representation, or guarantee — express or implied — that any specific business outcome, performance metric, lead volume, conversion rate, sales result, media value, or return will be achieved.
10.2 The Organic Nature of the Work. Because activations under this Agreement are organic in nature and depend on the independent decisions of third-party Talent over whom ViralBrand has no control, performance is inherently uncertain. Client expressly acknowledges that this uncertainty is reflected in the pricing and structure of the Services, and that no statement made in any sales communication, proposal, presentation, webinar, or marketing material constitutes a guarantee, warranty, or contractual promise notwithstanding any aspirational language therein.
10.3 Talent Autonomy. Client expressly acknowledges and agrees:
(a) Independence. Talent activated under Organic Activations are independent third-party creators with full creative, editorial, and commercial autonomy. They are not ViralBrand's employees, agents, or representatives, and they are not subject to ViralBrand's direction or control with respect to whether, when, how, or in what form they choose to post about Client's product or brand.
(b) ViralBrand's Best-Efforts Standard. ViralBrand's obligation with respect to organic Talent content is limited to good-faith, commercially reasonable best efforts to (i) communicate Client's objectives, talking points, key messaging, brand guidelines, and posting preferences to activated Talent; (ii) provide Talent with relevant creative direction, product information, and FTC disclosure instructions; (iii) follow up with Talent who agree to participate; and (iv) report on resulting Talent activity. ViralBrand's obligation does not include guaranteeing that any Talent will (1) post at all, (2) post within any particular timeframe, (3) post in any particular format or on any particular platform, (4) use any particular caption, hashtag, or messaging, (5) feature Client's product favorably or at all, (6) include or exclude specific imagery, or (7) maintain any particular tone or sentiment.
(c) No Control by ViralBrand. ViralBrand does not, cannot, and does not represent that it can compel Talent behavior. Talent may, in their sole discretion, (i) decline to post after receiving product; (ii) post in a manner that differs from the brief; (iii) include unauthorized commentary, opinions, or comparisons; (iv) feature competing products in the same post; (v) modify or remove posts after publication; or (vi) make personal statements unrelated to the campaign. Such conduct, while not encouraged, is an inherent and unavoidable feature of organic creator activity and does not constitute a breach by ViralBrand.
(d) Natural Attrition. Not all seeded Talent will post. Attrition is a normal and expected feature of organic programs and does not constitute a breach by ViralBrand. ViralBrand's obligation is outreach, activation, and program management, not guaranteed Talent engagement. No refund, credit, or fee adjustment arises where Client declines or fails to engage presented Talent opt-ins.
(e) Talent Conduct and Morality. ViralBrand is not liable for any reputational issue, financial harm, or third-party claim arising from Talent conduct, statements, social media activity, or personal life, whether occurring before, during, or after an activation, and whether or not the conduct relates to Client. Client's sole remedy for Talent misconduct is the right to request the Talent's removal from active rotation, which ViralBrand shall accommodate using commercially reasonable efforts.
(f) Client's Sole Remedies. Client's sole and exclusive remedies for off-brief, off-format, or absent Talent content under an Organic Activation are (i) the right to exclude a non-performing Talent from future activations, and (ii) the right to flag content for ViralBrand to request voluntary removal or edit by the Talent, which ViralBrand shall pursue using commercially reasonable best efforts with no guarantee of compliance. Client waives any right to claim damages, refunds, credits, or fee adjustments arising from Talent content that deviates from the brief, Client's preferences, or campaign objectives.
(g) Distinction from Paid Partnerships. This Section applies with full force to all Organic Activations. For Paid Partnerships, where ViralBrand negotiates contractual deliverables with Talent in exchange for cash compensation, ViralBrand's obligations and Client's remedies are governed by the applicable Order and the Creator Terms together with the campaign offer, or by a separate talent agreement where one is used, which typically include guaranteed deliverables, caption approval, and posting windows.
10.4 Posting Schedules. Posting schedules are approximate and outside ViralBrand's control. ViralBrand is not liable for Talent publishing delays.
10.5 Platform Changes and Algorithm Variability. ViralBrand is not liable for reach or engagement impacts arising from algorithm shifts, platform policy changes, feature modifications, account suspensions, or platform enforcement action.
10.6 Scoring Outputs. ViralBrand Intelligence™ outputs are probabilistic benchmarks used to inform decisions. They are not guarantees of Talent performance, reach, engagement, or brand alignment. ViralBrand is not liable for outcomes derived from AI-assisted scoring.
10.7 Data and Reporting Accuracy. Metrics are sourced from third-party platforms and tools. ViralBrand is not liable for discrepancies attributable to platform measurement systems. Where real-time analytics are not accessible, metrics are estimated using proprietary models incorporating historical performance data, engagement patterns, and platform benchmarks. These estimates are approximations, may not reflect current results, and shall not be relied upon as guarantees of performance.
10.8 Force Majeure. Events beyond a party's reasonable control — including Talent illness, courier delays, supply chain disruption, platform outages, venue closure, loss of studio or facility access, natural disasters, pandemics, labor action, and government action — excuse that party's performance obligations for the duration of the event. Client's payment obligations for Services already rendered are not excused.
10.9 Warranty Disclaimer. ViralBrand provides all Services "AS IS" and "AS AVAILABLE." ViralBrand expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement. ViralBrand makes no warranty that results will meet Client's expectations, that Services will be uninterrupted or error-free, or that any specific business outcome will be achieved. No statement made by ViralBrand in any proposal, presentation, webinar, or sales communication constitutes a warranty.
11.1 Limitation of Liability. ViralBrand's aggregate liability shall not exceed the fees paid by Client to ViralBrand within the ninety (90) days immediately preceding the event giving rise to the claim. This limitation applies to all causes of action in the aggregate, including breach of contract, tort, and any other theory of liability. In no event shall ViralBrand be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, lost sales, loss of data, loss of goodwill, or business interruption, even if advised of the possibility of such damages. This exclusion applies regardless of the form of action and whether such damages are sought in contract, tort, or otherwise.
11.2 General Indemnification. Each party shall indemnify, defend, and hold harmless the other against third-party claims arising from its gross negligence or willful misconduct. In addition, Client shall indemnify, defend, and hold harmless ViralBrand, its affiliates, officers, directors, employees, contractors, and subcontractors (the "ViralBrand Indemnitees") from and against any and all claims, demands, actions, proceedings, investigations, damages, losses, settlements, judgments, fines, penalties, sanctions, and expenses (including reasonable attorneys' fees and costs of defense) arising out of or relating to:
(a) Client's products or services, including any product liability, false advertising, or regulatory claim;
(b) content, messaging, or creative direction approved or supplied by Client;
(c) Client's breach of any applicable law or regulation, including industry-specific regulations under Section 9.5;
(d) any third-party claim arising from Client's use of deliverables or Talent content beyond the scope authorized by this Agreement;
(e) any defamation, trade libel, false advertising, right-of-publicity, or analogous third-party claim arising from Talent content produced under this Agreement, including claims by competitors, third parties, or any party referenced whether by name or by implication;
(f) any regulatory enforcement action, investigation, fine, sanction, or disciplinary proceeding against Client;
(g) any claim arising from the activation of Talent selected by Client under Schedule B, or from Talent activated under the standards Client agreed at onboarding under Section B.4;
(h) any claim arising from Client's products, personnel, or conduct at any ViralBrand event, facility, or Suite activation; and
(i) any claim arising from Client's own direct engagement of any Talent, conducted outside ViralBrand's management.
11.3 Indemnification Notwithstanding Ordinary Negligence. Client's indemnification obligations apply in full force regardless of any allegation, claim, or finding of ViralBrand's ordinary negligence, gross negligence, comparative fault, error in judgment, mistake, oversight, or breach of contract not rising to the level of Willful Breach. Indemnification is excluded only where the claim against ViralBrand arises directly and exclusively from ViralBrand's Willful Breach, and no Willful Breach shall be deemed to exist where ViralBrand has acted in reliance on Client direction, Client selection of Talent, standards agreed with Client, Client warranties, or any other Client-supplied input. The parties expressly negotiated this allocation as the foundation of the commercial structure of this Agreement.
11.4 EXPRESS NON-CAP OF CLIENT INDEMNIFICATION.
THE PARTIES EXPRESSLY AGREE, AND CLIENT EXPRESSLY ACKNOWLEDGES, THAT NOTWITHSTANDING SECTION 11.1 OR ANY OTHER LIMITATION OF LIABILITY IN THIS AGREEMENT, CLIENT'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11.2 ARE UNCAPPED AND UNLIMITED AS TO AMOUNT. THIS NON-CAP PROVISION HAS BEEN SEPARATELY NEGOTIATED, IS CONSPICUOUSLY DISCLOSED, IS SEPARATELY ACKNOWLEDGED UNDER ARTICLE 14, AND REFLECTS THE COMMERCIAL TERMS UNDER WHICH VIRALBRAND HAS AGREED TO ACCEPT THE RISK PROFILE OF THIS RELATIONSHIP. THE SECTION 11.1 NINETY-DAY-FEES LIABILITY CAP CONTINUES TO LIMIT VIRALBRAND'S LIABILITY TO CLIENT IN ALL CIRCUMSTANCES. IT DOES NOT, AND SHALL NEVER BE CONSTRUED TO, LIMIT CLIENT'S INDEMNIFICATION OBLIGATIONS FLOWING TO VIRALBRAND UNDER SECTION 11.2.
11.5 Defense Control. ViralBrand has the right, but not the obligation, to assume sole control of the defense of any claim for which Client owes indemnification, with counsel of ViralBrand's choosing, at Client's cost. Client shall cooperate fully with such defense, including by providing all relevant documents, witnesses, and information, and shall not settle or compromise any such claim in a manner imposing any obligation on ViralBrand without ViralBrand's prior written consent.
11.6 Mutual Cooperation in Regulatory Matters. In the event of any regulatory inquiry, investigation, or enforcement action involving Services rendered under this Agreement, the parties shall cooperate in good faith, including sharing relevant documents, witnesses, and information, subject to applicable privileges. Client shall not, in any communication with a regulator, characterize ViralBrand's conduct in a manner inconsistent with the terms of this Agreement or with actual fact. Client's breach of this Section is a material breach and forfeits Client's right to challenge ViralBrand's defense control under Section 11.5.
11.7 Talent-Related Exclusions. ViralBrand is not liable for Talent removal, platform takedowns, algorithmic changes, or intellectual property violations committed by Talent, provided ViralBrand has exercised commercially reasonable vetting as defined in Section B.5.
11.8 ViralBrand Insurance. ViralBrand shall maintain, at its own cost, (a) Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate; (b) Professional Liability (Errors & Omissions) insurance with limits of not less than $1,000,000 per claim; and (c) Cyber Liability insurance with limits of not less than $1,000,000 per claim, covering data breach response, privacy liability, and network security.
11.9 Client Insurance. Client shall maintain, at its own cost, Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence, and, where Client distributes physical products, Product Liability insurance with limits appropriate to Client's product category and in no event less than $1,000,000 per occurrence. Additional insurance requirements applicable to Campaign Clients, including additional-insured status, are set forth in Section B.11. Additional requirements applicable to Regulated Category Engagements are set forth in Schedule C.
11.10 Certificates. Upon written request, each party shall provide the other with a certificate of insurance evidencing the coverages required. Each party shall provide thirty (30) days' prior written notice of cancellation or material change to any required policy.
11.11 No Waiver. The insurance requirements of this Article do not limit, replace, or waive any other right or remedy available to either party under this Agreement or applicable law.
12.1 Good-Faith Resolution Period. Before escalation, the parties shall observe a five (5) business day mutual resolution period following written notice of a dispute.
12.2 Mediation. Before commencing arbitration, the parties shall attempt in good faith to resolve any dispute through non-binding mediation administered by JAMS in Los Angeles County, California. The mediation requirement is deemed satisfied where either party files a mediation demand and the other fails to participate within thirty (30) days.
12.3 Governing Law; Arbitration; Venue. This Agreement is governed by and construed in accordance with the substantive laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute, claim, or controversy arising out of or relating to this Agreement — including its breach, termination, enforcement, interpretation, or validity — that is not resolved under Sections 12.1 and 12.2 shall be finally resolved by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted by a single neutral arbitrator, seated in Los Angeles County, California, applying the substantive law of Delaware. Each party shall initially bear its own arbitration fees and costs; the arbitrator shall award arbitration fees and costs to the prevailing party in accordance with Section 12.6. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property rights or confidential information pending arbitration. To the maximum extent permitted by applicable law, the parties waive any right to trial by jury.
12.4 Forum Waiver. The parties expressly waive any argument that disputes arising under this Agreement should be heard in any forum other than the JAMS arbitration seated in Los Angeles County, California, regardless of the substantive law implicated or where the underlying alleged conduct occurred.
12.5 Evidence of Response Times. ViralBrand maintains a documented record of material Client and Talent response times, including timestamped email threads, CRM activity logs, and approval-platform records, to support any subsequent allocation of fault for delayed or missed outcomes. Such records are deemed admissible evidence in any proceeding under this Article.
12.6 Attorneys' Fees. The prevailing party in any arbitration, mediation, or court proceeding arising from this Agreement is entitled to reasonable costs and attorneys' fees.
13.1 Entire Agreement. This Agreement, together with its Schedules, Annex, and all executed or accepted Orders, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, proposals, and understandings, whether written or oral.
13.2 Written Modifications Only. No modification of this Agreement is effective unless in writing and signed or accepted by both parties, or made by ViralBrand in accordance with Section 2.6. Oral statements are void and of no legal effect, including representations made during sales calls, demos, discovery sessions, webinars, onboarding conversations, events, or strategy meetings, whether or not memorialized in notes or recordings.
13.3 Assignment; Division Successors. Client may not assign this Agreement or any Order without ViralBrand's prior written consent. ViralBrand may assign this Agreement and any Order, in whole or in part, to any successor entity, parent, subsidiary, or affiliate, including in connection with a merger, acquisition, reorganization, division separation, or sale of substantially all assets of the business line to which the assigned rights relate, without Client's consent. The parties expressly acknowledge that ViralBrand operates as a division of LaunchPreneur, Inc. and that LaunchPreneur, Inc. may reorganize its divisions into separate legal entities; any such reorganization is an assignment permitted under this Section and does not require Client's consent or affect the validity of this Agreement or any Order.
13.4 Subcontracting. ViralBrand may subcontract performance to third parties in its sole discretion. ViralBrand remains the responsible party to Client but is not liable for subcontractor errors, delays, or failures beyond what ViralBrand could reasonably control through ordinary oversight.
13.5 Non-Exclusivity. ViralBrand may serve competitors of Client absent an express exclusivity provision in a signed Order. Nothing in this Agreement restricts ViralBrand from offering any service to any party.
13.6 Non-Solicitation of Personnel. During the term of this Agreement and for twelve (12) months following its termination, neither party shall directly or indirectly solicit for employment or engagement, or hire, any employee or dedicated contractor of the other party with whom it had material contact in connection with the Services, without the other party's prior written consent. This Section does not restrict general advertising or recruitment not targeted at the other party's personnel, or the hiring of any person who responds to such general advertising on their own initiative. Where a party breaches this Section, the breaching party shall pay the other a sum equal to thirty percent (30%) of the person's first-year total compensation, which the parties agree is a reasonable estimate of recruitment and replacement cost and not a penalty.
13.6.1 No Creator Non-Circumvention. For the avoidance of doubt, this Agreement imposes no fee, commission, routing obligation, or restriction on Client's engagement of any creator, influencer, or other Talent, whether introduced through ViralBrand or otherwise, at any time during or after the relationship. ViralBrand does not charge introduction, conversion, or bypass fees in respect of Talent. Client's ownership of its Activated Creator relationships is set out at Section 7.2(a). The only limitations on Client's communications with Talent are the campaign-channel protocol at Section B.15(b), which applies while ViralBrand is actively running a managed campaign or Paid Partnership for Client and ends when that engagement ends, and the confidentiality of ViralBrand's commercial terms at Section 8.1.1 and Section B.15(c). Neither is a fee, a routing charge, or a restriction on whom Client may work with.
13.7 Mutual Non-Disparagement. During the term and for two (2) years following termination, neither party shall make any public statement — including via social media, podcasts, press, or to current or prospective clients of the other party — that disparages, defames, or denigrates the other party, its principals, employees, or services. This provision does not restrict (a) truthful statements required by law or under oath, (b) good-faith complaints to regulators, or (c) factual statements made in the course of resolving a dispute.
13.8 Records Retention. ViralBrand maintains campaign and activation records for twenty-four (24) months following completion. Financial records pertaining to fees paid under this Agreement are maintained for seven (7) years.
13.9 Notices. All notices required or permitted under this Agreement shall be in writing and are deemed effectively given (a) upon personal delivery, (b) one (1) business day after deposit with a nationally recognized overnight courier with tracking, or (c) upon confirmed delivery by electronic mail to the addresses set forth in the applicable Order or such other addresses as the parties may designate in writing. For notices of termination, material breach, or arbitration demand, electronic mail notice must be accompanied by simultaneous delivery via overnight courier or personal service to be effective. Notices to ViralBrand shall be directed to: LaunchPreneur, Inc., 284 East Lake Mead Parkway, Suite C160, Henderson, Nevada 89015, with a copy by email to [email protected].
13.10 Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to render it enforceable while preserving the parties' original intent.
13.11 Survival. The following survive termination or expiration of this Agreement and of any Order: Article 1 (Definitions, as needed to interpret surviving provisions); Section 2.4 (Continuity); Article 4 (as to amounts owed, and Sections 4.6 and 4.7); Section 5.5 (Effect of Termination); Section 5.6 (Public Communications); Article 6 (Intellectual Property and Content Rights); Article 7 (Data Ownership, Privacy and Security); Article 8 (Confidentiality, per its terms); Article 9 (as to events occurring during the term, and Section 9.8); Article 10 (as to events occurring during the term); Article 11 (Liability and Indemnification, including Section 11.2 for the longer of seven (7) years or the applicable statute of limitations plus tolling); Article 12 (Dispute Resolution); Article 13 (General Provisions, including Section 13.6 for its stated twelve-month period); Section A.9 (Consignment, as to product then held); Section A.15 (Photography, Recording and Likeness); Section B.9 (Affiliate Network Infrastructure); Section B.12(d) (Committed Costs); and Section D.4 (Everything Stays Licensed). Section 8.1.1 (ViralBrand Commercial Terms) and Sections B.15(c) and B.15(d) survive; Section B.15(b) (the campaign-channel protocol) expressly does not survive.
13.12 No Third-Party Beneficiaries. Except for the ViralBrand Indemnitees under Article 11, this Agreement confers no rights on any third party.
13.13 Headings; Construction. Headings are for convenience only and do not affect interpretation. No rule of construction requiring interpretation against the drafting party applies to this Agreement.
The following provisions allocate risk in a manner materially different from default legal rules. Client acknowledges each separately, by initialing below or by checking the corresponding box at checkout. ViralBrand retains a timestamped record of each acknowledgment. Client confirms it has read and understood each provision and has had the opportunity to consult counsel.
| # | Acknowledgment | Ref. | Initials / ☐ |
|---|---|---|---|
| 1 | Goals, KPIs, and projections are aspirational and are not guaranteed. No outcome is promised. | §10.1–10.2 | ____ |
| 2 | Talent are independent and cannot be compelled to post, to post on time, or to post favorably. Attrition is normal and is not a breach. | §10.3 | ____ |
| 3 | Client does not hold approval rights over Talent in Organic Activations. Activation runs to standards agreed at onboarding. | §A.13, §B.4 | ____ |
| 4 | Client's indemnification obligations to ViralBrand are uncapped and unlimited as to amount. | §11.4 | ____ |
| 5 | ViralBrand's liability to Client is capped at the fees paid in the preceding ninety (90) days, and excludes all indirect and consequential damages. | §11.1 | ____ |
| 6 | Fees are non-refundable. Any approved refund issues solely as a credit toward future Services. | §4.7 | ____ |
| 7 | Disputes are resolved by binding arbitration in Los Angeles County. The parties waive trial by jury. | §12.3–12.4 | ____ |
| 8 | ViralBrand owns its creator database, scoring systems, and network infrastructure. Client's access is licensed, not owned. | §6.1, §7.1 | ____ |
| 8a | (Campaign only) The Collaboration Hub and its domain are built, owned, and operated by ViralBrand and licensed to Client. Transfer is possible only where both parties agree in writing on price and terms. | §B.9(c.1), §B.9(f)–(f.1) | ____ |
| 8b | ViralBrand does not sell data. Creator and outreach data is licensed for use, never transferred, including after any Hub transfer. Continued use requires a continuing license and fee. | §B.9(f.2)–(f.3) | ____ |
| 8c | Client owns its relationships with creators who actually published for it, and receives their contact details free on request. Everyone else — opt-ins, creators presented or briefed but never published — stays in ViralBrand's database and is not provided. | §7.2(a)–(d) | ____ |
| 8d | (Campaign only) Client may keep using the Hub after full service ends by taking a self-managed Order and paying its monthly fee. That is a license of ViralBrand's CRM, not a transfer of anything. | §B.9(d) | ____ |
| 8e | (Campaign only) While ViralBrand is running a managed campaign or paid partnership, campaign contact with participating creators goes through ViralBrand. This ends with the engagement and never affects who owns the relationship. | §B.15(b) | ____ |
| 8f | (Campaign only) ViralBrand contracts talent as principal at an all-in price. Client will not ask talent what ViralBrand pays them, and ViralBrand's talent costs and margins are confidential. | §8.1.1, §B.15(c)–(d) | ____ |
| 8g | (Self-managed only) Self-managed access is a license of ViralBrand's platform, not a transfer. Sending is subject to acceptable-use and deliverability rules, and ViralBrand may throttle or suspend sending that puts shared infrastructure at risk. | §D.4, §D.7–D.8 | ____ |
| 9 | (Membership only) Product delivered to the Suite is held on consignment at Client's risk, may be given away without guarantee of a post, and will not be returned. | §A.9 | ____ |
| 10 | (Campaign only) Committed Talent fees, media spend, and third-party costs remain payable notwithstanding early termination. | §5.5, §B.12 | ____ |
CLIENT
Signature: ______________________ Date: ____________
Name: ______________________ Title: ______________________
Entity: ______________________
LAUNCHPRENEUR, INC. d/b/a VIRALBRAND
Signature: ______________________ Date: ____________
Name: ______________________ Title: ______________________
Active only while Client holds a Membership Order. Capitalized terms not defined here have the meanings given in the Core Terms.
A.1 What Membership Is. Membership is a recurring subscription granting the Member access to ViralBrand's Suite, activation engine, events, and member programming, on the terms set out in this Schedule and in the Membership Order. Membership is not a Statement of Work, is not a Campaign Services engagement, and does not entitle the Member to dedicated account management, custom strategy, or campaign deliverables except as expressly stated in the Membership Order or purchased as an add-on.
A.2 Benefits Schedule. The benefits included in Membership are those set forth in the Membership Order and in ViralBrand's then-current published member benefits schedule (the "Benefits Schedule"). ViralBrand may add to, substitute, or improve benefits at any time. ViralBrand shall not materially reduce the core benefits identified in the Membership Order during a Member's then-current paid term without giving notice under Section 2.6 of the Core Terms, and a Member who objects may cancel under Section A.4 without penalty.
A.3 Add-Ons Are Not Carve-Outs. ViralBrand may offer optional upgrades, private placements, dedicated activations, and premium experiences for additional fees. Such add-ons represent additional value and are not created by removing anything from the benefits included in the Membership Order.
A.4 Term; Auto-Renewal; Cancellation.
(a) Term. Membership commences on the date stated in the Membership Order and continues on a month-to-month basis, automatically renewing each billing period until canceled in accordance with this Section. Where the Membership Order specifies an annual prepaid term, that term runs for twelve (12) months and renews annually.
(b) Cancellation by Member. Member may cancel at any time on thirty (30) days' written notice to ViralBrand. Cancellation takes effect at the end of the billing period following the period in which notice is received. One full billing period therefore runs after notice is given, and the fee for that period is payable in full. Member retains all Membership benefits through the effective date of cancellation.
(c) Annual Terms. Where Member has prepaid an annual term, cancellation takes effect at the end of that term. Prepaid annual fees are not refundable and are not prorated.
(d) Cancellation by ViralBrand. ViralBrand may cancel a Membership at any time on thirty (30) days' written notice, or immediately under Section 5.4 of the Core Terms. Where ViralBrand cancels without cause, ViralBrand shall refund any prepaid fees attributable to the period after the effective date, as a credit or, at ViralBrand's election, in cash.
(e) Effect of Cancellation. On the effective date of cancellation, Member's access to the Suite, events, member programming, and Virtual Suite storefront ends. Section A.9 governs product then held. The perpetual content license under Section 6.2 of the Core Terms survives.
A.5 Recurring Payment Authorization. By accepting a Membership Order, Member authorizes ViralBrand and its payment processors to charge the payment method on file, on a recurring basis, for all Membership fees and any add-ons purchased, until the Membership is canceled in accordance with Section A.4. Member shall keep payment information current. Where the Membership Order specifies a surcharge or differential pricing for a given payment method, that pricing applies as stated in the Order. Where a charge is declined, ViralBrand may retry the charge, suspend Membership benefits under Section 4.3 of the Core Terms, and charge any fees permitted under Section 4.2.
A.6 Price Changes. ViralBrand may change Membership pricing on not less than thirty (30) days' written notice. A price change takes effect at the Member's next renewal following the notice period. A Member who does not accept a price change may cancel under Section A.4, and the prior price governs through the resulting cancellation date. Where ViralBrand has agreed in writing to hold a Member's rate, that agreement governs.
A.7 No Refunds; No Proration. Membership fees are non-refundable and are not prorated for partial periods, unused benefits, missed events, declined activations, or any period during which Member elects not to participate. Section 4.7 of the Core Terms applies.
A.8 Membership Is Personal. Membership is granted to the Member entity and the brand identified in the Membership Order. Membership may not be assigned, sublicensed, shared, resold, or used to present, place, or promote any product or brand not identified in the Membership Order. A Member may not act as an agent, reseller, or intermediary for any third-party brand using its Membership. Additional brands require additional Memberships or a separately negotiated arrangement.
A.9 Product Consignment.
(a) Title and Delivery. Member delivers product to ViralBrand, at Member's cost and risk, for placement in the Suite, for distribution to Talent, and for such other uses as are contemplated by the Benefits Schedule. Title to the product remains with Member until the product is given, shipped, or otherwise transferred to a recipient, at which point title passes to the recipient. ViralBrand holds the product solely as a bailee for Member's benefit and acquires no ownership interest in it.
(b) Quantities. Member supplies the quantities specified in the Membership Order or otherwise agreed in writing, and replenishes on ViralBrand's request. Where Member fails to supply sufficient product, ViralBrand's obligation to place, ship, or activate is suspended to the extent of the shortfall, and no refund, credit, or extension arises. Member is responsible for all shipping, freight, customs, and delivery costs in both directions.
(c) Risk of Loss; No Insurance. ViralBrand does not insure Member product and is not a warehouse, fulfillment provider, or bailee for hire. Member bears the risk of loss, theft, damage, spoilage, expiry, shrinkage, and deterioration of product while it is held by ViralBrand or in transit, except to the extent caused by ViralBrand's Willful Breach. Member is responsible for insuring its own product. ViralBrand's aggregate liability for any loss of or damage to Member product shall not exceed Member's documented wholesale cost of the affected units.
(d) No Guaranteed Distribution. Product placed in the Suite may be selected by Talent, or may not. ViralBrand does not guarantee that any unit will be taken, that any recipient will use the product, or that any recipient will post about it. Section 10.3 of the Core Terms applies in full.
(e) Disposition on Cancellation or Non-Movement. Product delivered to ViralBrand is delivered for distribution and is not returnable. On cancellation of the Membership, or where product remains undistributed for more than ninety (90) days, ViralBrand may, in its sole discretion, continue to hold, distribute, donate, or dispose of the remaining product without further obligation to Member. Where Member requests return of product in writing before cancellation takes effect, ViralBrand shall use commercially reasonable efforts to return the product at Member's sole cost, provided Member arranges and prepays carriage; ViralBrand is under no obligation to locate, segregate, count, or repackage product and makes no representation as to its condition.
(f) Product Standards. Member warrants that all product delivered is safe, legal, accurately labeled, unexpired, fit for its intended use, compliant with all applicable regulations, and free of recall. Section 9.4 of the Core Terms applies. ViralBrand may refuse, remove, or dispose of any product it reasonably determines to be unsafe, unlawful, expired, damaged, or unsuitable for the Suite, without refund.
(g) Perishables and Restricted Goods. Perishable goods, temperature-sensitive goods, alcohol, supplements, age-restricted products, and any product requiring a license to distribute may only be placed with ViralBrand's prior written approval and subject to any additional conditions ViralBrand specifies. Schedule C may apply.
A.10 The Physical Suite.
(a) Access and Placement. Member's product is placed in the physical Suite in accordance with the Benefits Schedule. Standard placement is in the Suite's general circulation areas. Private-room, dedicated-shelf, and premium placements are available as add-ons on separately agreed terms.
(b) How Activation Happens. Celebrities and professional creators visiting the Suite select product at their own discretion. ViralBrand's production team may create content featuring product taken from the Suite, published on ViralBrand's channels with the recipient and the Member brand tagged. Member receives the license granted under Section 6.2(b) of the Core Terms in respect of that content.
(c) No Guaranteed Recipients, Posts, or Names. ViralBrand does not guarantee that any particular individual will attend the Suite, select Member's product, appear in content, post, tag, or mention Member. ViralBrand makes no representation as to the identity, follower count, or press value of any attendee. Talent participating in the Suite do so organically and are under no obligation to publish. Section 10.3 of the Core Terms applies in full.
(d) Facility. The Suite operates at the facility identified in the Membership Order. ViralBrand may relocate, reconfigure, or temporarily close the Suite. Where a closure materially prevents ViralBrand from delivering core Suite benefits for more than sixty (60) consecutive days, Member may cancel under Section A.4 without serving the final billing period.
A.11 The Virtual Suite.
(a) Storefront. Member's product is listed on ViralBrand's Virtual Suite storefront, through which creators may browse opportunities and apply to participate. Listing content, categorization, and presentation are determined by ViralBrand in consultation with Member.
(b) Applications and Selection. Creators apply; ViralBrand selects participants against the standards agreed under Section A.13. ViralBrand does not guarantee any minimum number of applications, selections, shipments, or posts.
(c) Share-to-Ship. ViralBrand may condition shipment of product to a creator on the creator first publishing a designated branded post. Member acknowledges that content published after a product is received cannot be compelled, and that ViralBrand's follow-up with non-posting recipients is a best-efforts obligation under Section 10.3(b) of the Core Terms.
A.12 Direct Relationships. Member is expressly encouraged to build direct relationships with creators, celebrities, press, and other members it meets through the Suite, events, or Virtual Suite, and to carry those relationships into its own organic or paid collaborations. ViralBrand does not gatekeep those relationships, charges no fee for them, and imposes no routing obligation. No introduction, conversion, or bypass fee applies to any Talent met through Membership, or to any Talent at all (Section 13.6.1 of the Core Terms). The campaign-channel protocol at Section B.15 applies only to full-service managed campaigns and does not apply to Membership. For the avoidance of doubt, this Section does not license Member to access, export, or use Platform Data outside ViralBrand's systems, which remains governed by Section 7.1 of the Core Terms; Member's rights in respect of its Activated Creators are set out at Section 7.2 of the Core Terms.
A.13 Activation Standards; No Per-Creator Approval. At onboarding, ViralBrand and Member agree the targeting standards, categories, audience profile, and exclusions governing activation of Grassroots Talent for Member. Thereafter, ViralBrand activates Talent meeting those standards without submitting individual creators to Member for approval. Member does not hold, and expressly waives, any right of per-creator approval in respect of Organic Activations. Member may revise the standards prospectively on written notice, and may request that a specific Talent be excluded from future activations. Approval rights in respect of Paid Partnerships, where purchased, are governed by Section B.4.
A.14 Events.
(a) Inclusion. Membership includes attendance at the events identified in the Benefits Schedule. Event themes, formats, dates, venues, and programming are set by ViralBrand and may change. ViralBrand publishes its event calendar by theme; specific dates are confirmed in advance and are subject to change. Occasional off-calendar or premium experiences may require additional purchase and are identified as such.
(b) Attendance. Member may attend through the number of representatives specified in the Benefits Schedule. Additional attendees, guests, and plus-ones require ViralBrand's prior approval and may be subject to a fee. Attendees must comply with all venue, studio, and facility rules, including security, credentialing, badging, photography, and confidentiality requirements.
(c) No Guaranteed Attendees. ViralBrand does not guarantee the attendance of any particular celebrity, creator, press outlet, or member at any event. Event guest lists are subject to change without notice and no benefit is diminished by the absence of any individual.
(d) Assumption of Risk. Member attends events, studio facilities, and third-party venues at its own risk. Member assumes all risk of personal injury, illness, and property loss arising from attendance, and releases the ViralBrand Indemnitees from all claims arising from attendance except those caused by ViralBrand's gross negligence or willful misconduct. Member indemnifies ViralBrand under Section 11.2(h) of the Core Terms for claims arising from the conduct of Member's personnel and guests.
(e) Conduct. ViralBrand may remove any attendee from any event, and may cancel a Membership under Section 5.4(e) of the Core Terms, for conduct it reasonably determines to be harassing, threatening, unlawful, intoxicated, or damaging to ViralBrand, its Talent, its other Members, or its venue relationships. No refund arises from removal or cancellation on these grounds.
A.15 Photography, Recording and Likeness. ViralBrand and its production crews record photography, video, and audio at the Suite and at events. Member consents, on behalf of itself and each representative it sends, to being photographed and recorded, and grants ViralBrand a perpetual, royalty-free, worldwide license to use such footage, together with Member's name, brand, logo, and product imagery, in ViralBrand's content, marketing, press materials, and broadcast programming. Member shall ensure each representative it sends has consented to the foregoing.
A.16 Press and Publicity. ViralBrand issues a press release in connection with each event, naming participating Member brands. ViralBrand does not name any celebrity or creator in any press or marketing material without that individual's consent, and Member shall not do so either. Member may state truthfully that it is a ViralBrand Member and may reference its participation in the Suite and events, subject to Section A.17.
A.17 Use of ViralBrand Marks. ViralBrand grants Member a limited, non-exclusive, revocable, non-transferable license to use ViralBrand's name and Member badge, in the form ViralBrand supplies, solely to identify Member as a current Member, for the duration of the Membership. Member shall not use ViralBrand's marks in a manner suggesting endorsement of Member's products, joint venture, ownership, or any relationship other than Membership, and shall cease all use on cancellation. Member shall not state or imply that any celebrity, creator, or press outlet endorses Member's product by reason of a Suite activation.
A.18 Editorial Features. Any feature, mention, segment, or appearance of Member or Member's product in ViralBrand's broadcast, streaming, podcast, or published editorial programming is selected editorially at ViralBrand's sole discretion. Membership may include consideration for editorial features; it never includes a guarantee of one. Editorial placement is not for sale, and no Membership fee, add-on fee, or other payment purchases an editorial feature.
A.19 Capacity and Curation. Membership may be capped, waitlisted, or subject to application and curation. ViralBrand may decline any application, and may decline to place any product, in its sole discretion, including on grounds of category conflict, brand fit, or capacity. No fee is due on a declined application, and any fee collected in respect of a declined application is refunded in full.
A.20 Member Conduct and Community. Members participate in mixers, masterminds, roundtables, and other member forums. Member shall not use those forums to solicit other Members for unrelated commercial offers, to recruit ViralBrand personnel, or to disclose another Member's Confidential Information. Section 8.2 of the Core Terms applies.
Active only while Client holds an executed Statement of Work. Capitalized terms not defined here have the meanings given in the Core Terms.
B.1 Services Under SOW. Campaign Services are rendered strictly in accordance with each duly executed SOW. The product, scope, deliverables, fees, and timeline applicable to any engagement are governed exclusively by the applicable SOW. ViralBrand's current Campaign Services products are the ViralBrand Launch Campaign and the ViralBrand Ambassador Program, together with Paid Partnerships and Amplification, each as scoped in the applicable SOW. Definitions of retired products are preserved at Annex 1 for the interpretation of SOWs executed before this version took effect.
B.2 Scope Changes. Any alteration to scope requires a written modification signed or accepted by both parties. Month One scope — including which service tracks are active and whether Talent fees are included in the retainer — is determined exclusively by the SOW. No oral representation, proposal, or pre-sale material expands or modifies scope.
B.3 Support and Communications. Client support and strategy access are as set forth in the SOW. Day-to-day communications are conducted by electronic mail unless otherwise expressly agreed. ViralBrand's standard operating hours are Monday–Friday, 7:00 AM – 3:00 PM Pacific. ViralBrand shall use commercially reasonable efforts to respond within one (1) business day, with same-day acknowledgment where research is required. Strategy calls must be used within the calendar month, do not roll over, have no cash value, and may not be applied as a credit or offset against fees owed. Meetings, consultations, or strategic services beyond the allotment in the SOW may be billed separately at ViralBrand's standard hourly rate.
B.4 Talent Approval — Two Lanes. Client's approval rights depend on the lane in which Talent is activated. The parties expressly agree the following allocation, and Client acknowledges it separately under Article 14.
(a) Organic Activations — No Per-Creator Approval. Talent activated organically, including all Grassroots Talent and all activations in which Talent participates in exchange for product, access, or affiliate commission rather than a negotiated cash fee, are activated by ViralBrand without submission to Client for individual approval. Client does not hold, and expressly waives, any right to approve, reject, or veto individual Talent in the organic lane.
(b) Standards Set the Lane, Not Approvals. Before activation begins, ViralBrand and Client shall agree in writing the activation standards governing the organic lane, including target categories and niches, audience profile and geography, follower and engagement parameters, lookalike targeting criteria, brand-safety exclusions, and any competitor or category exclusions (the "Activation Standards"). ViralBrand activates Talent meeting the Activation Standards. Client may revise the Activation Standards prospectively at any time on written notice, and may request that a named Talent be excluded from future activations; revisions do not apply retroactively to activations already in progress, shipments already triggered, or commitments already made.
(c) Why This Allocation Exists. Client acknowledges that organic campaigns are earned rather than purchased; that Talent self-select into participation; that volume and speed are the mechanisms by which organic campaigns generate reach; and that per-creator approval gates are incompatible with the scale at which the organic lane operates. Client acknowledges that the pricing and structure of the organic lane reflect this allocation.
(d) Paid Partnerships — Client Selects. For Paid Partnerships with Professional Creators and Celebrity Talent, Client selects the Talent it wishes to engage from those ViralBrand presents. No Paid Partnership is contracted without Client's affirmative written selection. Client's selection of any Talent constitutes Client's confirmation that the Talent is acceptable from a reputation, regulatory compliance, and brand safety perspective, and Client indemnifies ViralBrand under Section 11.2(g) of the Core Terms for any claim arising from that Talent's activation.
(e) ViralBrand's Reserved Right. ViralBrand reserves the unilateral right to exclude any Talent it deems detrimental to brand or campaign integrity, in either lane, whether or not the Talent meets the Activation Standards or has been selected by Client.
(f) Reporting in Place of Approval. In the organic lane, ViralBrand's obligation is to report activation activity and outcomes against the Activation Standards. Reporting is delivered at the cadence set in the SOW. The organic lane is measured in media terms — impressions, effective CPM, content volume, and reach — and the KPI applicable to the lane is stated in the SOW. Opt-in counts are a funnel metric and are not the scoreboard for the organic lane.
B.5 Vetting — Objective Standard. ViralBrand's vetting obligation in respect of any Talent is satisfied by scoring the Talent through ViralBrand Intelligence™ and activating or presenting only Talent whose scores meet the applicable thresholds set out in the SOW or in ViralBrand's then-current published scoring standards. The parties agree this constitutes commercially reasonable vetting for purposes of Section 11.7 of the Core Terms and all other liability-shifting provisions of this Agreement.
B.6 Content Approval.
(a) Paid Partnerships and Amplification. Client may review draft content before publication, subject to the timelines in the SOW. Where Client fails to approve within forty-eight (48) hours, ViralBrand shall instruct Talent not to publish. Notwithstanding ViralBrand's commercially reasonable best efforts to enforce that instruction, where Talent publishes non-approved content following Client's failure to approve within the window, the publication is at Client's risk and ViralBrand has no liability for the resulting content.
(b) Organic Activations — Excluded. Pre-publication content approval is not available for Organic Activations. Talent select their own format, caption, and content style. Client agrees not to demand pre-publication content approval outside a Paid Partnerships or Amplification engagement. Section 10.3 of the Core Terms applies in full.
B.7 Response Windows.
(a) Client. Where ViralBrand requests Client's approval, decision, selection, or input — including Paid Partnership Talent selection, content approval, creative or asset approval, or any other matter requiring Client response — Client shall respond within forty-eight (48) hours unless a different timeline is set in the SOW.
(b) Talent. Talent are independent contractors and may, but are not required to, respond to ViralBrand outreach within forty-eight (48) hours. Where Talent fails to respond, ViralBrand may proceed with substitute Talent without liability to Client.
(c) Consequences of Delay. Any failure by Client or Talent to respond within the applicable window may result in campaign delay, missed posting windows, reduced reach or engagement, missed goal or KPI targets, loss of activation opportunity, reduced performance, or loss of a particular Talent opportunity. The parties expressly acknowledge that timely cooperation is essential and that delay materially affects what ViralBrand can deliver.
(d) No Fault. ViralBrand is not liable, and is not in breach, for any campaign delay, missed goal, missed KPI, reduced performance, or other adverse outcome arising from or contributed to by Client's or Talent's failure to respond within the applicable window. All deadlines, milestones, and targets extend on a day-for-day basis for each day of delay. Client waives any claim, damages, refund, credit, or fee adjustment arising from outcomes attributable in whole or in part to such delay.
B.8 Client Cooperation.
(a) Client shall ship product, or deliver approved creative materials in the case of digital-services engagements, within two (2) business days of Talent confirmation.
(b) Client shall provide sufficient product or content materials for all Talent commitments. Insufficient supply is a Client-caused delay and extends timelines accordingly.
(c) ViralBrand's performance is contingent on Client's timely cooperation, including approvals, selections, product shipment, asset delivery, and payment. Client delays extend all deadlines on a day-for-day basis and do not constitute ViralBrand breach.
B.9 Affiliate Network Infrastructure. In performing Campaign Services, ViralBrand is not acting as a vendor of finished assets but as a partner building proprietary network infrastructure on Client's behalf. This Section governs ownership and post-engagement rights in that infrastructure.
(a) ViralBrand-Owned Infrastructure. ViralBrand solely and exclusively owns, during and after the term, all of the following (the "Network Infrastructure"): (i) the network methodology, system architecture, tracking infrastructure, and underlying technology; (ii) the curated creator network, creator profiles, scoring outputs, performance benchmarks, and Platform Data; (iii) any custom domains registered and paid for by ViralBrand in connection with the engagement (the "Custom Domains"), regardless of whether the domain name references Client's brand; (iv) any Collaboration Hub as defined in Section 1.34, together with any landing pages, microsites, or web properties built and hosted by ViralBrand, in their underlying code, structure, configuration, CRM instance, hosting, and tracking implementation; (v) affiliate links, tracking codes, redirect chains, and attribution logic; and (vi) related operational assets including workflows, brief templates, outreach sequences, Outreach Identities, and reporting systems. ViralBrand's ownership is independent of, and not diminished by, Client's payment of fees, which compensate ViralBrand for use of the infrastructure during the engagement and not for transfer of ownership.
(b) Client-Owned Elements. Client retains all right, title, and interest in Client Data as defined in Section 1.26 of the Core Terms. Client's ownership of Client Data does not extend to, and Client acquires no ownership interest in, the Network Infrastructure that hosts, displays, or processes it, or in the Creator Records generated through the engagement, which are governed by Section 7.2 of the Core Terms. Client's ownership of its relationships with Activated Creators, and its right to the Activated Creator List, are set out at Section 7.2(a) and (b) of the Core Terms and are unaffected by ViralBrand's ownership of the Network Infrastructure.
(c) License During Engagement. During the term of the SOW, and subject to Client's timely performance of its payment obligations, ViralBrand grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Network Infrastructure for the purpose of receiving Services.
(c.1) The Collaboration Hub — Purpose, Ownership and Access.
(i) Purpose. Where the SOW provides for one, ViralBrand builds Client a Collaboration Hub: a website and CRM instance through which Talent sign up to participate in Client's collaboration and receive campaign assets, tools, briefs, instructions, tracking links, and related resources. The Hub is the destination for outreach conducted under Section 6.6 of the Core Terms and the system of record for Talent who opt in to Client's program.
(ii) Built, Owned and Operated by ViralBrand. ViralBrand designs, builds, hosts, maintains, and operates the Collaboration Hub, and registers and holds the domain in ViralBrand's own name. ViralBrand owns the Hub, its domain, its code, its configuration, its CRM instance, and its automations. Where the Hub carries Client's brand name, that branding is applied under the license granted in Section 6.5 of the Core Terms and does not transfer, dilute, or qualify ViralBrand's ownership of the Hub itself. Client's marks remain Client's.
(iii) Client's License to Use. ViralBrand licenses the Collaboration Hub to Client as part of the Services. For the duration of the engagement, Client may use the Hub, direct Talent to it, present it publicly as its collaboration program, and take the benefit of everything it produces.
(iv) CRM Access. ViralBrand shall provide Client with login credentials and working access to the Hub's CRM instance, including visibility of Client's campaign activity, Talent opt-ins, and reporting, and shall provide updates and reporting on request and as data becomes available. Section 7.1.1 of the Core Terms applies. Bulk export is not available, for the data protection reasons recorded at Section 7.1.2 of the Core Terms. Client's separate right to receive the Activated Creator List is set out at Section 7.2(b) of the Core Terms and is not affected by this restriction.
(v) Operational Requirement. ViralBrand maintains the Hub domain registration and renewal. Client shall not register, attempt to register, or cause a third party to register any domain confusingly similar to a Hub domain during the engagement.
(d) Self-Managed Continuation — The Downgrade Path. Where a full-service SOW ends, Client may elect to keep using the Collaboration Hub on a self-managed basis rather than losing access to it. This is not a transfer and involves no change of ownership.
(i) How It Works. Client accepts a Self-Managed Access Order and pays the recurring monthly fee stated in it. ViralBrand continues to own, host, and maintain the Hub and the CRM; Client takes over day-to-day management of its own campaigns within them — running its own outreach, managing its own creators, and operating the Hub itself — with ViralBrand's team no longer executing on Client's behalf except as separately purchased. Schedule D governs the self-managed arrangement in full, and applies equally whether Client arrives at it from a full-service engagement or takes it as its first engagement with ViralBrand.
(ii) It Remains a License. The self-managed arrangement is a license of ViralBrand's CRM and platform, on the same terms as Section B.9(c), at the scope stated in the Self-Managed Access Order. Client acquires no ownership of the Hub, the CRM, the domain, the Network Infrastructure, or any Platform Data. All restrictions in Section 7.1.2 and Section 7.2 of the Core Terms continue to apply, including the prohibition on bulk export, as do the acceptable-use and sending-conduct provisions at Sections D.7 and D.8.
(iii) Continuity. The license under Section B.9(c) does not terminate on transition to self-managed access; it continues uninterrupted, as does Client's access to its Hub, its CRM instance, its Client Data, and its licensed access within ViralBrand's systems, for so long as the self-managed Order remains active. The same continuity applies where Client concurrently holds a Membership Order that includes Hub access.
(iv) Moving Back Up. Client may return to a full-service SOW at any time and resume from the same Hub, with its history and configuration intact. This two-way movement is the mechanism by which Client's infrastructure persists across tier changes, and it exists only while an Order is active. Where the self-managed Order lapses or is canceled and no other Order is active, Section B.9(e) applies.
(e) Termination Where No Order Continues. Where an SOW ends and Client holds no other active Order — no self-managed Order, no Membership — the license under this Section terminates and Client's access to the Hub and CRM ends. ViralBrand shall, on Client's written request made within thirty (30) days of termination, return Client's Client Data as defined in Section 1.26 of the Core Terms, at no charge, together with the Activated Creator List under Section 7.2(b) of the Core Terms. Creator Records relating to Talent who are not Client's Activated Creators are Platform Data, are not returned or exported, and remain subject to Section 7.1.2 of the Core Terms. Beyond the return of Client Data and the Activated Creator List, no element of the Network Infrastructure transfers to Client. ViralBrand may remove or retain Client Data elements from the Hub and may take down, deactivate, repurpose (subject to Section B.9(g)), or retain indefinitely any Custom Domain or Hub. Client has no right to demand transfer, copy, mirror, or migration of the Network Infrastructure to its own systems or to any third party.
(f) Transfer of the Collaboration Hub — Request and Mutual Agreement. Client may at any time request in writing that ViralBrand transfer the Collaboration Hub, its domain, and its ongoing management to Client. ViralBrand will consider any such request in good faith. A transfer may be made only where both parties agree to it in writing, and until a transfer is agreed and completed, the Hub, its domain, and the wider Network Infrastructure remain owned and operated by ViralBrand and licensed to Client under Sections B.9(c) and B.9(c.1)(iii).
(f.1) Terms That Must Be Agreed. No transfer takes effect unless the parties have agreed in writing on each of the following: (i) the transfer price, which is a separately negotiated sum and is not included in, credited against, or implied by any fee paid under any Order; (ii) exactly what is transferred, identified element by element; (iii) the transfer of the domain, including registrar, timing, and DNS handover; (iv) the terms on which management of the Hub passes to Client, including hosting, administration, support, and any transition assistance ViralBrand will provide and at what cost; (v) the ongoing license and license fee payable under Section B.9(f.3); and (vi) the effective date. No transfer occurs by course of dealing, oral discussion, prior practice, or implication. Neither party is obliged to agree to a transfer, and this provision is a framework for a transfer the parties may choose to make, not a commitment by either party to make one.
(f.2) What Is Never Sold. ViralBrand does not sell data. No transfer under this Section conveys ownership of any Platform Data, any creator or prospect record, any outreach database, any scoring model or output, any ViralBrand methodology, any Outreach Identity, or any sending or deliverability infrastructure. Each of those remains ViralBrand's property before, during, and after any transfer. What a transfer conveys is the Collaboration Hub as a property — its domain, its website, and responsibility for its management — and nothing else.
(f.3) Post-Transfer Platform and Data License. Where a Hub is transferred and Client wishes to continue conducting outreach to, or otherwise making use of, the creator records reached through or held within the Hub, Client must hold a continuing license from ViralBrand and pay the license fee agreed under Section B.9(f.1)(v). That license is a license to use ViralBrand's platform and creator data for Client's outreach — it is not a sale, assignment, or transfer of the data itself. The license is non-exclusive, non-transferable, non-sublicensable, and revocable, and the restrictions in Section 7.1.2 of the Core Terms continue to apply in full: no bulk export, no extraction, no onward transfer to any third party. Client's rights in respect of its Activated Creators under Section 7.2(a) and (b) of the Core Terms survive any transfer and are not conditioned on this license: Client owns those relationships and may receive the Activated Creator List whether or not it holds a post-transfer license. What the license under this Section governs is continued use of ViralBrand's wider platform and creator data — everyone Client's campaigns did not activate.
(f.4) Where the Data Sits. Unless the transfer agreement expressly provides otherwise, creator and outreach data licensed under Section B.9(f.3) continues to be hosted within ViralBrand's platform and accessed by Client through it, so that Client manages the Hub while ViralBrand retains custody of the data. The parties record that this arrangement is required by the data protection position stated in Section 7.1.2 of the Core Terms: the individuals in ViralBrand's database have not consented to their records being held by a third party, and hosting the data outside ViralBrand's control would be a transfer rather than a license. Where the parties nonetheless agree that any licensed data will reside in an instance controlled by Client, the transfer agreement shall specify the technical and contractual safeguards applying to it, including access controls, export prohibition, audit rights in ViralBrand's favor, and deletion obligations.
(f.5) Lapse of the Post-Transfer License. Where the license under Section B.9(f.3) expires, is terminated, or lapses for non-payment, Client's right to use ViralBrand's platform and creator data for outreach ends immediately. Client shall cease all such use, and shall delete or return any licensed records then in its possession and certify that deletion in writing within ten (10) days of request. Client retains the transferred Hub, its domain, its own Client Data, and its Activated Creator relationships under Section 7.2(a) of the Core Terms, none of which are affected by the lapse of this license.
(g) Post-Termination Use of Custom Domains. ViralBrand retains ownership of all Custom Domains and may retain them indefinitely. ViralBrand's right to actively use, repurpose, or commercially exploit a Custom Domain after termination depends on its contents: (i) where the domain incorporates Client's trademark, service mark, or trade name, ViralBrand shall not actively use it in a manner that infringes Client's trademark rights, but may retain it inactively, redirect it, or offer to transfer it to Client under Section B.9(f); and (ii) where the domain is generic and does not incorporate Client's trademarks, ViralBrand may freely use, repurpose, or commercially exploit it, including for other clients, without restriction or compensation to Client.
(h) Operational Requirement. All Custom Domains shall be registered, renewed, and maintained in ViralBrand's name.
(i) No Post-Termination Activation; Residual Commissions. On termination of an SOW, ViralBrand ceases Talent activation, outreach, and campaign management for Client in respect of that SOW. No new Talent will be activated and no new affiliate relationships initiated. Where residual affiliate sales or commissions are inadvertently attributed to Talent previously activated, the parties shall cooperate in good faith to reconcile them as set forth in the SOW or by separate written agreement.
(j) No Creator Fees. Nothing in this Section conditions, restricts, or charges for Client's engagement of any creator. ViralBrand's protections here relate to infrastructure and data, not to people: Client's relationships with its Activated Creators are Client's under Section 7.2(a) of the Core Terms, free of any fee, before and after any transfer or termination.
(k) Survival. This Section survives termination or expiration.
B.10 Amplification and Paid Media.
(a) Amplification and whitelisting require ViralBrand's express written approval and are available only as part of an Amplification engagement or an engagement with an Amplification add-on.
(b) Once ad spend has been committed to a platform, those funds are non-recoverable by Client regardless of campaign performance, platform action, or early termination.
(c) ViralBrand makes no guarantee as to paid media outcomes and is not liable for platform denials, outages, account issues, or rejection of approved content. Platform rejection of approved content is not a ViralBrand breach. Campaign costs incurred before platform rejection — including ViralBrand time, production, and queued ad spend — remain payable by Client.
(d) Client bears all spend risk once budget is allocated to a platform.
B.11 Campaign Client Insurance. In addition to the coverages required under Section 11.9 of the Core Terms, a Campaign Client shall maintain such additional coverage as its category requires, including liquor liability for alcohol brands, product recall coverage for consumable goods, professional liability for regulated service providers, and media liability for advertising-intensive engagements. Client shall name ViralBrand as an additional insured under its Commercial General Liability and Product Liability policies, and where applicable its Media Liability or Professional Liability policies, with respect to liability arising out of Client's products and the Services, and shall provide a certificate evidencing additional-insured status on written request.
B.12 Termination of a Statement of Work.
(a) Notice Requirement. Either party may terminate a recurring-retainer SOW without cause on thirty (30) days' written notice. To be effective for a given calendar month, written notice must be received by the non-terminating party on or before the last day of the calendar month immediately preceding the month in which termination is to take effect (the "Notice Cutoff").
(b) Effective Date and Final Billing Period. Where notice is received on or before the Notice Cutoff, termination takes effect at the end of the next full calendar month following the month in which notice was given, and that month is the final billing period. Client shall pay the full monthly retainer for the final billing period regardless of the volume of Services rendered during wind-down.
(c) Late Notice. Where notice is received after the Notice Cutoff, termination is deferred to the end of the following calendar month. By way of illustration: notice received on 15 January results in termination effective 28/29 February, with February's full retainer payable as the final billing period; notice received on 1 February results in termination effective 31 March, with both February's and March's retainers payable. Client's liability for the final-month retainer is not prorated based on Services actually rendered during wind-down.
(d) Committed Costs. In addition to the final billing period, Client shall pay all amounts due for committed Talent fees, media spend, product costs, and third-party costs incurred before receipt of termination notice. Section 5.5 of the Core Terms applies.
(e) Fixed-Scope Engagements. Fixed-scope, fixed-fee engagements are not subject to termination for convenience once work has commenced. Where Client cancels before commencement, the full fee remains due and payable, less any unrecoverable third-party costs not yet committed. Fees for fixed-scope engagements are due at signing before commencement and are non-refundable except in the event of ViralBrand's Willful Breach.
(f) Termination for ViralBrand Material Breach. Where Client terminates for ViralBrand's uncured material breach under Section 5.3 of the Core Terms, Client's liability is limited to fees for Services rendered through the termination date plus committed third-party costs, and the final-billing-period obligation under Section B.12(b) does not apply.
B.13 Pause and Reactivation. Client may, on thirty (30) days' written notice, pause an active recurring-retainer engagement. Resumption requires payment of a Reactivation Fee as set forth in the SOW. The Reactivation Fee applies only to Client-initiated pauses and does not apply to resumption following a suspension by ViralBrand for non-payment or other Client breach. A pause does not suspend the Core Terms, which continue under Section 2.1.
B.14 Performance Bonus. Where set forth in the SOW, ViralBrand may earn a performance bonus based on a percentage of measurable revenue, leads, or other agreed metrics above an agreed baseline, calculated and payable as specified in the SOW. Performance bonuses are calculated on revenue attributed to the engagement, not on Client's total company revenue.
B.15 Creator Communications During Managed Service.
(a) Why This Exists. Where ViralBrand is running a done-for-you campaign or a Paid Partnership, ViralBrand is the creator's single point of contact: it sources them, negotiates their terms, contracts them, briefs them, arranges shipment, and follows up. Direct contact by Client in parallel creates three specific problems, each of which this Section exists to prevent:
(i) Duplicate and conflicting instruction. The creator receives two briefs, two sets of creative direction, and two sets of expectations, which confuses the creator, undermines both parties' credibility, and puts the activation at risk.
(ii) Interference with live negotiation. Where ViralBrand is negotiating terms with a creator, contact from the brand signals Client's level of interest and materially weakens ViralBrand's negotiating position, to Client's own detriment as well as ViralBrand's.
(iii) Exposure of commercial terms. ViralBrand's arrangements with Talent, including what it pays them, are ViralBrand's own commercial terms. Approaches by Client that seek or invite disclosure of those terms damage ViralBrand's relationship with the creator and with Client alike.
(b) The Rule. While a full-service managed SOW is active, or while any Paid Partnership is being sourced, negotiated, contracted, or performed for Client, Client shall not initiate direct contact with any Talent participating in, or being approached for, that campaign in respect of campaign matters — including outreach, briefing, creative direction, negotiation of terms or compensation, arranging additional deliverables, or shipping. Client shall route such matters through ViralBrand, which shall act on them promptly.
(c) No Inquiry Into Talent Compensation. Client shall not ask, solicit, induce, or otherwise attempt to ascertain from any Talent, or from any representative of any Talent, the compensation ViralBrand pays or has offered to that Talent, the terms of ViralBrand's agreement with that Talent, or ViralBrand's margin, markup, or economics on any activation. Where a Talent volunteers such information to Client unprompted, Client shall treat it as ViralBrand's Confidential Information under Article 8 of the Core Terms, shall not repeat or rely on it, and shall notify ViralBrand. This Section B.15(c) applies during any managed or Paid Partnership engagement, and the confidentiality obligation in respect of any such information survives in accordance with Article 8.
(d) ViralBrand Contracts as Principal. For Paid Partnerships and any other activation in which ViralBrand engages Talent for a fee, ViralBrand contracts with the Talent in its own name and as principal, not as Client's agent, broker, or fiduciary, consistent with Section 9.8 of the Core Terms. The fee stated in the Order is an all-in price for ViralBrand's delivery of the specified Talent deliverables. It is not a disbursement, a pass-through, a cost-plus arrangement, or money held to Client's account, and Client is not entitled to an accounting of, or disclosure of, what ViralBrand pays any Talent. ViralBrand bears the corresponding risk: where a contracted Talent's fee exceeds what ViralBrand anticipated, or where ViralBrand must substitute Talent to deliver the scope, the price to Client is unchanged.
Where — and only where — an Order expressly states that Talent fees are passed through at cost with a stated management fee or percentage, that Order governs, ViralBrand shall disclose the underlying Talent cost for that engagement, and this Section B.15(d) does not apply to it.
(e) Breach. Client's breach of Section B.15(b) or B.15(c) is a material breach of this Agreement, subject to the notice and cure provisions of Section 5.3 of the Core Terms, and ViralBrand may additionally suspend the affected activation under Section 4.3 of the Core Terms. No fee, commission, or charge arises in respect of Client's contact with any creator; ViralBrand's remedies are termination, suspension, and damages.
(f) What Is Always Permitted. Nothing in this Section restricts:
(i) Creator-initiated contact. Where a creator contacts Client directly, Client may respond. Client shall notify ViralBrand where the contact concerns campaign matters, so that the parties do not duplicate, and Section B.15(c) continues to apply to any commercial terms disclosed.
(ii) Ordinary brand activity. Following, liking, commenting, resharing, replying to public comments or general messages, customer service, and processing orders are ordinary brand-to-audience interactions and are not campaign communications.
(iii) Pre-existing relationships. Contact with any creator with whom Client had a documented relationship before the engagement began, provided Section B.15(c) is observed.
(iv) Anything outside a managed campaign. Contact with any creator who is not then participating in, or being approached for, a campaign or Paid Partnership ViralBrand is actively running for Client — including every past Activated Creator of Client's.
(g) When It Ends. Sections B.15(a), (b), and (f) apply only while a full-service managed SOW or a Paid Partnership is active, and only to the campaign ViralBrand is then running. They do not apply after that engagement ends, do not apply where Client holds a self-managed Order under Section B.9(d), and do not apply to Membership under Schedule A. Section B.15(c), and the confidentiality obligations it invokes, survive in accordance with Article 8 of the Core Terms. Section B.15(d) survives as to any engagement performed during the term.
(h) Ownership Unaffected. This Section does not limit, qualify, or condition Client's ownership of its Activated Creator relationships under Section 7.2(a) of the Core Terms, Client's right to the Activated Creator List under Section 7.2(b), or Client's freedom to engage any creator directly once this Section ceases to apply. No fee is ever payable to ViralBrand for Client's engagement of any creator, including a creator Client first met through a Paid Partnership.
(i) ViralBrand's Reciprocal Obligation. ViralBrand shall not use this Section to gatekeep. On Client's request, ViralBrand shall pass communications to a creator promptly, and shall introduce Client to any Activated Creator directly where Client wishes to build a relationship for work outside the managed campaign. A refusal or unreasonable delay by ViralBrand in doing so releases Client from Section B.15(b) as to that creator. Section B.15(c) is not released by this provision.
B.16 Complimentary Membership. Every Client holding an active full-service SOW is offered Membership under Schedule A at no charge for the duration of the engagement.
(a) How It Is Granted. ViralBrand issues a complimentary Membership Order identifying the included benefits. Schedule A applies to that Membership in full, save that no Membership fee is payable and Sections A.5 (auto-pay), A.6 (price changes), and A.7 (no refunds) do not apply.
(b) Duration. A complimentary Membership runs for the term of the SOW and ends automatically when the SOW ends, without notice. Client may convert to a paid Membership at any time, including on termination of the SOW, by accepting a Membership Order at ViralBrand's then-current rate.
(c) Additional to Capacity. Complimentary Memberships are additional to any published cap on paid Memberships and are not counted against it, so that stated Member counts remain accurate.
(d) Not a Discount or Credit. A complimentary Membership has no cash value, is not a credit against SOW fees, is not refundable, and is not transferable. Where a complimentary Membership is withdrawn under Section 5.4 of the Core Terms, no set-off against SOW fees arises.
(e) Product for the Suite. A complimentary Member wishing to place product in the Suite supplies it on the terms of Section A.9, at its own cost and risk, in the same way as a paid Member.
Active where Client operates in a Regulated Category as defined in Section 1.32, at any tier.
C.1 Application. This Schedule applies to any engagement in which Client operates in a Regulated Category, whether Client holds a Membership Order, a Statement of Work, or a Self-Managed Access Order. Where the engagement involves heightened regulatory complexity, the parties shall execute a Regulated Industry Addendum specifying industry-specific compliance obligations, indemnifications, approval workflows, and insurance requirements. In the event of conflict, the Regulated Industry Addendum controls solely as to its subject matter.
C.2 Mandatory Creative Approval. Notwithstanding Section B.4(b) and Section B.6(b), where the applicable Regulated Industry Addendum so specifies, Client approval of all creative across all tiers — including the organic lane — is a condition precedent to activation. Client acknowledges that this requirement materially reduces the scale and speed of the organic lane and that pricing reflects it.
C.3 Client-Led Compliance. Client warrants that it maintains a compliance function or external regulatory counsel; that it has reviewed and approved all creative, claims, disclaimers, and disclosures before providing them to ViralBrand; and that all such materials comply with the advertising rules, professional conduct rules, and licensing requirements of every jurisdiction in which the campaign will run. Section 9.5 and Section 9.6 of the Core Terms apply in full.
C.4 Supplemental Indemnification. Client's indemnification obligations under Article 11 extend expressly to any disciplinary proceeding, licensing action, regulatory sanction, or professional conduct complaint arising from campaign activity, including any such action brought against ViralBrand or any Talent.
C.5 Enhanced Insurance. The Regulated Industry Addendum may require insurance coverage exceeding the minimums in Section 11.8, Section 11.9, and Section B.11, including Professional Liability and Media Liability coverage at specified limits with ViralBrand named as additional insured.
C.6 Privilege Overlay. Where Client is a professional services firm subject to privilege obligations, Section 8.4 of the Core Terms applies, and the parties shall establish handling protocols for any privileged or client-confidential material that may reach ViralBrand in the course of the engagement.
C.7 Suite and Self-Managed Application. Where a Regulated Category Client holds a Membership, Section A.9(g) governs placement of restricted product in the Suite and ViralBrand may decline placement in its sole discretion. Where a Regulated Category Client holds self-managed access, Client's obligations under Sections D.7, D.8, and D.10 apply with full force to its own outreach, and Client warrants that its self-managed campaigns comply with every rule applicable to its category.
Active only while Client holds a Self-Managed Access Order. Capitalized terms not defined here have the meanings given in the Core Terms.
D.1 What Self-Managed Access Is. Self-managed access is a licensed subscription to ViralBrand's platform under which Client runs its own creator program. ViralBrand provides the software, the Collaboration Hub, the CRM, the sending infrastructure, and licensed access to ViralBrand's creator database. Client provides the work: it builds its own campaigns, selects its own creators from within the platform, writes and sends its own outreach, manages its own creators, and fulfils its own shipments. ViralBrand does not execute campaigns for a Self-Managed Client except where separately purchased.
D.2 Two Ways In. A Self-Managed Access Order may be taken either (a) as Client's first engagement with ViralBrand, without any prior campaign engagement; or (b) as a continuation following a full-service engagement under Schedule B, in which case Section B.9(d) applies and Client continues in the same Hub with its history and configuration intact. The terms of this Schedule are the same either way.
D.3 What Is Included. The Self-Managed Access Order specifies what is included, which will ordinarily comprise: a Collaboration Hub and CRM instance; licensed search and segmentation access to ViralBrand's creator database; use of ViralBrand's outreach and automation tooling; campaign tracking and reporting; and any training, onboarding, or template resources stated in the Order. Access to ViralBrand's team for execution, strategy, or campaign management is not included and is purchased separately.
D.4 Everything Stays Licensed. Self-managed access transfers nothing. ViralBrand owns and continues to own the platform, the CRM, the Collaboration Hub, its domain, the sending infrastructure, the creator database, the scoring systems, and all Platform Data, as set out in Section B.9(a) and Article 7 of the Core Terms. Client's rights are those of a licensee: non-exclusive, non-transferable, non-sublicensable, and revocable, for the term of the Order. Section 7.1.2 of the Core Terms applies in full — Client may work within the platform but may not download, export, scrape, or extract the database, and may not transfer any Platform Data to any third party.
D.5 Client's Own Creators. Client's ownership of its Activated Creator relationships under Section 7.2(a) of the Core Terms, and its right to the Activated Creator List under Section 7.2(b), apply to a Self-Managed Client exactly as they apply to a Campaign Client, including in respect of creators Client activates through its own self-managed outreach.
D.6 No Campaign-Channel Restriction. Section B.15(b) does not apply to a Self-Managed Client in respect of its own self-managed campaigns. Client is running those campaigns and is the creator's point of contact. Where Client concurrently holds a full-service SOW, Section B.15(b) continues to apply to the campaign ViralBrand is running under that SOW. Section B.15(c) and Section 8.1.1 of the Core Terms — confidentiality of ViralBrand's commercial terms — continue to apply at all times.
D.7 Acceptable Use. Client shall use the platform only to conduct outreach and manage collaborations for the brand or brands identified in the Order. Client shall not:
(a) use the platform to conduct outreach on behalf of any third party, or resell, sublicense, or provide access to any third party, including an agency, consultant, or affiliate, other than Client's own personnel and contractors bound to these terms;
(b) share login credentials outside Client's authorized users, or exceed any seat limit stated in the Order;
(c) download, export, scrape, copy, or systematically record Platform Data, whether manually or by automated means, or use the platform to build a list held outside it;
(d) send outreach that is unlawful, deceptive, harassing, or in breach of any applicable electronic communications, advertising, or consumer protection law;
(e) send outreach promoting products or offers other than those of the brand identified in the Order; or
(f) interfere with, overload, reverse engineer, or attempt to circumvent any technical restriction, rate limit, or access control in the platform.
D.8 Sending Conduct and Deliverability. Client acknowledges that ViralBrand's sending infrastructure, domains, and deliverability reputation are shared assets on which every ViralBrand client and Member depends, and that poor sending practice by one user damages all of them.
(a) Client shall comply with ViralBrand's then-current sending standards and any volume, frequency, or content limits stated in the Order or communicated by ViralBrand.
(b) Client shall honor all unsubscribe, opt-out, and suppression requests promptly, and shall not attempt to contact any creator who has opted out or been suppressed.
(c) ViralBrand may monitor sending performance, and may throttle, pause, or suspend Client's sending immediately and without notice where ViralBrand reasonably determines that Client's activity threatens deliverability, generates excessive complaints or bounces, or breaches Section D.7. ViralBrand shall tell Client why, and shall restore access once the cause is resolved.
(d) Suspension under this Section is not a breach by ViralBrand, does not entitle Client to any refund or credit, and does not extend the term.
D.9 Outreach Identity. Outreach sent by a Self-Managed Client goes out under Client's own Collaboration Hub identity, or such other Outreach Identity as ViralBrand approves in writing. Section 6.6 of the Core Terms applies. Client shall not send under the ViralBrand name, The McCord List name, or any other ViralBrand identity without ViralBrand's prior written consent.
D.10 Client Responsibility for Its Own Campaigns. A Self-Managed Client selects its own creators, writes its own briefs and outreach copy, sets its own terms, and makes its own compliance decisions. Accordingly:
(a) ViralBrand's approval-governance, vetting, and reporting obligations under Sections B.4, B.5, and B.6 do not apply to self-managed campaigns. Where ViralBrand Intelligence™ scores are made available to Client within the platform, they are informational and Section 10.6 of the Core Terms applies.
(b) Client is responsible for FTC disclosure instruction to its own creators, for platform policy compliance, and for the legality and accuracy of its own outreach and campaign claims. Article 9 of the Core Terms applies, and Client indemnifies ViralBrand under Article 11 for all claims arising from its self-managed activity.
(c) Client is responsible for its own creator contracts. Where Client wishes activated creators to grant content rights, Client must put an appropriate license in place; the content license at Section 6.2 of the Core Terms flows through the Creator Terms and applies only to activations ViralBrand conducts.
(d) Client is the party determining the purposes and means of processing personal data in its own self-managed outreach and is a controller in its own right in respect of that activity. Section 7.6 of the Core Terms applies, and Client warrants that its use of the platform complies with all applicable Privacy Laws.
D.11 Term; Cancellation. Self-managed access commences on the date stated in the Order and continues month to month, renewing automatically until canceled. Either party may cancel on thirty (30) days' written notice, taking effect at the end of the billing period following the period in which notice is received. One full billing period runs after notice and is payable in full. Where the Order specifies an annual prepaid term, that term runs twelve (12) months and prepaid fees are neither refundable nor prorated.
D.12 Fees; Auto-Pay. Fees are stated in the Order. Client authorizes recurring charges to the payment method on file until cancellation, on the terms of Section A.5 of this Agreement, which applies to Self-Managed Access Orders as it applies to Membership Orders. Section 4.3 of the Core Terms (suspension for non-payment) applies, and suspension of a self-managed Order suspends platform access.
D.13 Price Changes. ViralBrand may change self-managed pricing on not less than thirty (30) days' written notice, effective at Client's next renewal. A Client who does not accept a change may cancel under Section D.11, with the prior price governing through the cancellation date.
D.14 Support. Support is as stated in the Order and is ordinarily limited to platform and technical support through ViralBrand's stated support channel. Campaign strategy, creative development, creator sourcing, negotiation, and execution are not support and are purchased separately.
D.15 Changes to the Platform. ViralBrand develops its platform continuously and may add, modify, or retire features. ViralBrand shall not materially degrade the core functionality identified in the Order during a Client's then-current paid term without notice under Section 2.6 of the Core Terms, and a Client who objects may cancel under Section D.11 without serving the final billing period.
D.16 Effect of Cancellation. On the effective date of cancellation, Client's access to the platform, the Hub, the CRM, and the creator database ends. ViralBrand shall, on written request made within thirty (30) days, return Client's Client Data and provide the Activated Creator List under Section 7.2(b) of the Core Terms, at no charge. Section B.9(e) governs the Hub and domain. Client may resume self-managed access at any time by accepting a new Order; ViralBrand is not obliged to preserve a dormant Hub indefinitely and shall tell Client, on request, whether a prior Hub remains available.
These definitions are retained solely for the interpretation of Orders executed before Version 9.0 of this Agreement took effect. The products defined here are not currently offered. Where an active Order references a product by a name defined in this Annex, that definition governs the Order's scope, and the Core Terms and the applicable Schedule govern all other matters.
L.1 "ViralBrand Creator-Affiliate Program" (also "Monthly Retainer" or "Always-On Affiliate & Ambassador Growth Engine") means ViralBrand's managed program, operating month-to-month with no minimum commitment, billed in monthly retainers as set forth in the applicable Order, auto-renewing each calendar month absent written termination. It encompasses organic creator seeding with affiliate commissions, standard outreach scope to up to five thousand (5,000) Unique Talent Profiles per calendar month with unlimited activations within that pool, campaign management, monthly performance reports, a dedicated Account Lead, and bi-weekly thirty-minute strategy calls. Amplification and Paid Partnerships were available as separately scoped add-ons.
L.2 "ViralBrand One-Off Campaign" means a one-time, fixed-scope, fixed-duration creator campaign at a flat fee, including campaign-specific outreach, organic activations within the defined campaign window, and performance reporting at campaign close. No ongoing retainer, account management, or recurring obligation attaches upon delivery.
L.3 "ViralBrand Creator-Affiliate System Build" means a standalone, flat-fee build engagement in which ViralBrand designs and stands up a complete creator-affiliate infrastructure, including affiliate tracking architecture, CRM and tracking configuration, creator database, outreach copy suite, vetting workflow, ambassador pipeline framework, and onboarding deliverables, delivered over a defined sprint period as set forth in the applicable Order.
L.4 "ViralBrand Paid Partnerships Campaign" means the managed paid-creator service in which ViralBrand sources, negotiates, contracts, and manages cash-fee Talent engagements, including guaranteed deliverables, caption approval, FTC-compliant disclosures, and post-campaign reporting, custom-scoped per engagement.
L.5 "Amplification" (Tier 3) means the paid media service in which ViralBrand manages whitelisted or branded content advertisements run through Talent accounts, at the pricing structure set forth in the applicable Order. Where that Order states a pass-through of underlying Talent rates plus a stated management percentage, Section B.15(d) does not apply to it and the underlying cost is disclosed.
L.6 "ViralBrand Lab" means ViralBrand's flat-fee workshop sprint service in which ViralBrand's creative team produces finished, production-ready assets in a half-day, full-day, or two-day format, purchased under its own Order and not included in any other product. Fees were due at signing before commencement and were non-refundable except in the event of Willful Breach.
L.7 "CollabsHub" as a client-facing identity is retired. Where an Order or creator-facing material executed before Version 9.0 refers to CollabsHub as the name of a Client deliverable, that reference is read as a reference to Client's Collaboration Hub under Section 1.34. CollabsHub remains ViralBrand's own platform brand.
L.8 Legacy Approval Rights. Where an Order governed by this Annex expressly granted Client per-creator approval rights over organic activations, those rights continue for the remaining term of that Order only. They do not carry forward into any Order executed under Version 9.0 or later, and Section B.4 governs all new Orders.
L.9 Legacy Talent Engagement Fee. The Talent Engagement Fee and No Introduction Bypass provisions of earlier versions of this Agreement are withdrawn and are not enforced, including in respect of Orders executed before Version 9.0. No introduction, conversion, or bypass fee is payable by any Client in respect of any Talent, at any time. Section 13.6.1 governs.
End of Agreement.