Client Terms & Conditions
Billing Procedures, Termination, or Cancellation. Please share any questions or concerns within thirty (30) days of receipt to your representative on the ViralBrand team.
Unless otherwise agreed upon in writing or email, you agree to make payments electronically via ACH, wire, or credit card (auto pay monthly).
Modifications to this agreement, statement of work, and deliverables must be mutually approved.
- Retainer for services to be rendered are due upon execution of this agreement.
- If applicable, media procurement (digital ads) shall be conducted through your brand’s direct bill account with the media provider. Agreed upon agency commissions for media management will be direct billed as a percentage of your overall media spend.
- Monthly retainer fees are due on the 25th of each month before the service month.
- Services begin on the 1st and conclude on the last day of the month.
- Our retainer will be prorated for work starting or ending after the first day of the month.
- A late fee of $50 per day will be applied for every day after the payment due date until the due balance is paid in full.
- ViralBrand’s work commences once retainer fees have been paid in full for the service term (monthly).
- Retainer does not cover travel and entertainment expenses. Any reimbursable expenses incurred by ViralBrand must be pre-approved by your team.
- Accepted payment methods are ACH, wire, credit card, PayPal, or check (trackable overnight mail only).
- Payments are non-refundable unless otherwise agreed upon.
- Rates. All advertising purchased will be at the rates and on the terms indicated in this agreement or statements of work. Agency may, in its discretion, from time to time, increase the rates listed on any rate card, modify the product/service offerings, or change its advertising terms. The Agency will inform the Client of any increase in rates, new product/service modifications, or change in terms in writing 30 days prior to the effective date of the increase, modification or change that could impact this agreement. If the rates are increased, products/services modified, or terms changed, the Client may cancel the remainder of the term of this Agreement, as of the date the new rates, modifications, or changes become effective. Client must notify the Agency in writing if the Client decides to cancel the remaining term of this Agreement because of increases, modifications, or changes not less than 10 days prior to the changes taking effect. If the Client fails to provide such written notice, Client agrees to be bound by the new rates. Product/service modifications, and terms, will become a part of this Agreement and become effective on the date set forth in the Agency's notice.
- Payment. Agency will issue invoices to Client, and payment will be due net fourteen (14) days from the invoice date. Failure to secure final approval from Client on website designs, social media page creation, digital creatives or co-op reimbursement on digital ads will not be considered a reason to delay payment beyond the due date. Interest will accrue at the rate of 10% per annum for any late payment. Agency reserves the right to halt work or delay start of work until the balance due is paid.
- Termination. The Agency may reject an advertising order and/or immediately terminate this Agreement, upon notice to Client for any of the following reasons: (a) if the Client fails to make payment when due or otherwise fails to perform any of the provisions of this Agreement, (b) if the Client makes an assignment for the benefit of creditors, (c) if a petition in bankruptcy or for reorganization under the bankruptcy or insolvency laws is filed by or against the Client, (d) if the Client ceases doing business or is likely to cease doing business or (e) in the opinion of the Agency, the credit of the Client is or may be impaired. If this Agreement is terminated for any of these reasons, Client will nevertheless remain liable for balances due on any products and services that were purchased, whether billed or unbilled, and Agency will send an invoice to Client, which Client agrees to promptly pay. This agreement may be canceled at any time by either party for any reason with a 30-day notice in writing or by email. Termination or cancellation must come less than 30 days prior to the last service month’s billing due date.
- Indemnification. The Client and/or the advertising agency signatory to this Agreement agrees to hold the Agency harmless and indemnify the Agency from all claims, suits, damages costs and expenses of any nature, for which the Agency may become liable by reason of its distribution or publication of ads or media on behalf of Client. This includes claims alleging libel, privacy invasion, unfair competition, defamation, misuse of publicity rights, copyright infringement, dilution or trademark infringement under federal or state law, or otherwise based on the content of Client's promotions or advertising, including illustrations, text, claims, etc.
- Errors. The Client may not claim a breach, terminate or cancel this Agreement if there are typographical errors, incorrect ad placements, under deliveries, omissions or errors in advertising, social media and website content provided by the Agency. The Agency agrees to take corrective action within 2 business days of notification by the Client for that portion of the advertising, website or social media content which may have been rendered valueless by such typographical errors, incorrect ad placements, under deliveries or omission of copy, unless such error arose due to the error or omission of Client, or after the advertisement, website or social media content had been set and proofed or otherwise confirmed by the Client. The Agency will not be liable to Client for any loss or damage that results from a typographical error, incorrect ad placement, under delivery, omission or error related to the products and services it provides. The Client may request a credit or make good for errors or omissions by Agency pursuant to section 6 of this agreement.
- Credits and Make Goods. When there are typographical errors, incorrect ad placements, under deliveries, omissions or errors in advertising, social media and website content the Client may request a credit or make good. A request for a credit and any claim for adjustment due to errors must be made within two business days from the date the advertising, social media or website content goes live. If Client notifies Agency of errors or omissions after Client approves advertising, social media or website content no credit will be issued and Client assumes all liability as a result of these errors or omissions. Credits for errors related to website and social media content are not to exceed 20% of the Client cost of the product or service according to the rate card. Credit for errors with advertising are not to exceed 100% of the Client cost of the product or service caused by such error according to the rate card. Make goods for ad placements that served incorrectly, under delivered or contained incorrect content will be rerun by the Agency and the Client will receive 20% more impressions at no charge as part of this remedy. The number of impressions used to calculate the make good will be based solely on the total number of impressions that served incorrectly and not the entire number of impressions that were contracted.
- Advertising Agencies. An advertising agency who places advertisements and receives statements for its customer is acting as an agent for the Client. The Client remains responsible for payment of account balances, signing of contracts and for all other liabilities. Client is deemed to have received refund payments, notices, and other documents when received by its agent.
- Ownership. All advertising copy which represents the creative effort of the Agency and/or utilization of creativity, illustrations, labor, composition or material furnished by it, is and remains the property of the Agency, including all rights of copyright therein. Client understands and agrees that it cannot authorize photographic or other reproductions, in whole or in part, of any such advertising copy for use in any other advertising medium without payment for creative services to the Agency. All website and social media content is considered to be owned by the Client once it has received final approval to go live and payment in full has been received and may be reused, shared and reproduced by the Client.
- Taxes. In the event that any federal, state or local taxes are imposed on the printing, publication or distribution of advertising material or on the sale of advertising or products and services produced by the Agency, these taxes will be assumed and paid by the Client.
- Advertising Content. The Agency may, in its sole discretion, edit, alter, omit, reject or cancel at any time any of Client's digital advertising products or services to meet industry standards. All digital advertising placements are at the option of the Agency, unless a specific placement is purchased by the Client.
- Excusable Delays. The Agency will not be liable for any damages related to delay or failure to perform due to causes beyond its control, including but not limited to, fire, strike, work stoppage or other labor interruption, freight embargo, terrorism, sabotage, war, civil disturbance, governmental action, rules or regulations, failure of machinery, equipment or information systems, failure of suppliers and digital partners, the elements, flooding, power outages or interruptions or acts of God. The Agency's inability or failure to perform will not constitute a breach of this Agreement. Performance by the Agency of its obligations under this Agreement will be suspended during this type of delay or failure to perform. The Client may, however, terminate this Agreement if suspension lasts more than thirty (30) days.
- No Waiver. The Agency's failure to insist upon the performance by the Client of any term or condition of this Agreement or to exercise any of the Agency's rights under this Agreement on one or more occasions will not result in a waiver or loss of the Agency's right to require future performance of these terms and conditions or to exercise its rights in the future.
- Miscellaneous. All covenants and agreements of the parties made in this Agreement will survive termination or expiration of this Agreement. This Agreement, the Agency's current rate cards, and any approved Statements of Work (SOW) constitute the entire agreement between the parties and supersede and cancel any prior agreements, representations or communications, whether oral or written, between the parties relating to the subject matter of this Agreement. This Agreement may not be changed orally and may only be amended in writing signed by both parties. This Agreement may not be assigned by Client without the prior written consent of the Agency. Each representative of a party signing this Agreement is fully authorized to legally bind the party. This Agreement will be governed by the laws of the State of California, and any claims or legal action shall be brought in federal or state courts with jurisdiction with Los Angeles, California.
- Data. Agency is dedicated to compliance with General Data Protection Regulation and the California Consumer Privacy Act. According to GDPR and CCPA standards, we are not allowed to share personal identifiable information (PII) from influencers, customers, or prospects who have not explicitly opted in to have their information shared. Agency does not collect, hold, or share consumer or influencer data to be shared with Client or any third parties. Agency data is forever proprietary, private, and cannot be shared with Client or third parties for the protection of all. Furthermore, Agency does not collect personal data as a part of marketing efforts.
- PR & Influencer Activations: ViralBrand's press, influencer (E.g., social media, blog, podcast, niche community influencers, message boards, etc.), and promotion activations are a direct result of our team efforts of earning media on behalf of our clients. Except for occasional paid partnerships or endorsements, the ViralBrand team will make "best efforts" to achieve our goals stated in our agreements and maintain our stellar track record and good standing as a trusted vendor. However, because of the organic and grassroots nature of our approach, we can set goals, but cannot legally guarantee specific activation media reach, posts, shares, content, or editorial that influencers and press will share.
- Product Sampling and Gifting: The cost of product samples, giveaway, promotional swag, gifts, prizes or any associated shipping cost gifting is not included in our agreements or retainers unless it is expressly stated as a deliverable