VIRAL GROWTH LLC
MASTER TERMS OF SERVICE AND CONDITIONS
Effective Date: August 1, 2026
These Master Terms of Service and Conditions (the “Terms”) govern the provision of all consulting, coaching, staffing, strategic planning, content production, software, artificial intelligence features, and related services (collectively, the “Services”) provided by Viral Growth LLC, a Wyoming limited liability company (“Company,” “we,” “us,” or “our”), to the purchasing entity or individual (“Client,” “you,” or “your”). These Terms constitute a legally binding commercial agreement. By executing a Services Agreement, rendering payment, or accessing any portion of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. These Terms, in conjunction with your specific Services Agreement, Statement of Work, and any applicable addenda or privacy policies (collectively, the “Agreement”), represent the complete understanding between the parties. Should any conflict arise between a specific Services Agreement and these Terms, the provisions of the specific Services Agreement shall govern with respect to that particular service. NOTICE: This Agreement contains mandatory binding arbitration provisions, a comprehensive waiver of class action rights, liquidated damages clauses for payment disputes and disparagement, and strict limitations of liability. By assenting to these Terms, you are waiving your right to a jury trial and your right to participate in a class action.
1. Definitions
• Agreement: The collective legal framework comprising these Terms, the Services Agreement, and all incorporated policies. • Client: The business entity or commercial operator purchasing the Services. • Deliverables: Any strategic blueprints, edited content, frameworks, playbooks, software access, or other work product provided under the Agreement. • Services Agreement: The primary contract executed by the Client detailing the specific scope of work, pricing, and duration of the engagement. • Third-Party Agent: Any external contractor, agency, or representative engaged by the Client to interact with the Company or the Services.
2. Commercial Classification and Consumer Waiver
2.1 Business-to-Business Nature: You hereby represent, warrant, and covenant that you are entering into this Agreement strictly for commercial, professional, or business purposes. The relationship established herein is exclusively a business-to-business (B2B) transaction.
2.2 Waiver of Consumer Rights: To the maximum extent permitted by applicable law, you expressly waive all statutory protections, rescission rights, and “cooling-off” periods that are designated solely for consumer transactions. If your intent is to utilize the Services for non-commercial, personal purposes, you are required to disclose this intent in writing prior to enrollment; the Company reserves the right to decline service or impose alternative terms in such instances.
3. Scope of Services and Deliverable Acceptance
3.1 Provision of Services: The Company shall provide the strategic direction, content production, coaching, and related services as explicitly defined in your Services Agreement. The Company’s obligations are strictly limited to the scope defined therein.
3.2 Client Responsibilities: The efficacy of the Services relies heavily on the Client’s active and timely participation. You agree to provide necessary assets, approvals, and feedback without undue delay. The Company shall not be held liable for any failure to achieve desired outcomes resulting from the Client’s inaction, delays, or failure to implement provided strategies.
3.3 Deemed Acceptance Protocol: Upon the transmission of any Deliverable (including, but not limited to, strategy plans, video edits, scripts, and reports), the Client shall have a period of seventy-two (72) hours to review and submit a written notice of defect, objection, or requested revision via the designated communication channel (e.g., Slack or email). Should the Client fail to provide such written notice within the 72-hour period, the Deliverable shall be irrevocably deemed accepted and fully conforming to the Agreement. Following this deemed acceptance, the Client expressly waives any right to dispute the Deliverable, request further revisions without additional charge, or initiate any payment reversal related to that Deliverable.
3.4 Third-Party Agents: Should the Client authorize any Third-Party Agent to collaborate on the Services, the Client assumes full responsibility for the supervision and conduct of such agents. The Company’s performance obligations are excused to the extent they are hindered by the acts or omissions of the Client’s Third-Party Agents. The Client remains fully liable for all financial obligations regardless of the performance of their chosen agents.
4. Financial Terms, Billing, and Default
4.1 Absolute Payment Obligation: The Client agrees to remit all fees in accordance with the schedule set forth in the Services Agreement. The total contract value is fully earned and unconditionally due upon execution of the Agreement, irrespective of whether the Client elects to pay in a lump sum or via an approved installment plan. The Client’s failure to fully utilize the Services does not mitigate, reduce, or waive this payment obligation.
4.2 Currency and Transaction Costs: All financial obligations under this Agreement are denominated in United States Dollars (USD). The Client is solely responsible for any currency conversion costs, wire transfer fees, or bank charges incurred during the remittance of funds.
4.3 Payment Authorization: By providing payment credentials, the Client authorizes the Company to automatically charge the specified amounts on their due dates, retry failed transactions up to three (3) times, and assess an administrative fee of $25 USD for consecutive failed attempts.
4.4 Late Fees and Acceleration: Time is of the essence regarding all payments. Delinquent accounts shall accrue late fees as specified in the Services Agreement. Furthermore, if any payment remains outstanding for more than thirty (30) calendar days, the Company may, at its sole discretion, declare the entire remaining balance of the contract immediately due and payable (“Acceleration”). Any accelerated balance shall accrue interest at a rate of 1.5% per month (18% per annum) or the highest rate permitted by Wyoming law, whichever is lower.
4.5 Personal Guarantee of Corporate Obligations: Where the Client is a corporate entity (e.g., LLC, Inc.), the individual executing the Services Agreement hereby provides an absolute, unconditional, and irrevocable personal guarantee of all financial obligations owed to the Company. This personal guarantee is continuing and shall survive the dissolution, bankruptcy, or change of control of the corporate entity.
4.6 Right of Set-Off: The Company reserves the right to offset any outstanding amounts owed by the Client against any refunds, credits, or other sums the Company may owe to the Client.
4.7 Tax Implications of Forgiven Debt: The Client acknowledges that any debt cancellation, settlement, or forgiveness negotiated between the parties may constitute taxable income to the Client under applicable tax codes. The Company reserves the right to issue IRS Form 1099-C where required by law. The Client is solely responsible for any resulting tax liabilities.
5. Payment Disputes and Chargeback Policy
5.1 Mandatory Pre-Dispute Notification: Prior to initiating any chargeback, payment reversal, or dispute with a financial institution or payment processor, the Client must submit written notice of the billing issue to hello@viralgrowth.io. The Client agrees to afford the Company a minimum of fifteen (15) calendar days from the receipt of such notice to investigate and resolve the issue in good faith.
5.2 Irrevocable Waiver of Chargeback Rights: The Client hereby irrevocably waives the right to initiate a chargeback or payment reversal for any transaction processed pursuant to this Agreement, except in the exclusive instance of verified, unauthorized credit card fraud committed by a third party.
5.3 Improper Chargebacks as Material Breach: The initiation of a chargeback or payment dispute in contravention of Sections 5.1 or 5.2 constitutes an immediate and material breach of this Agreement. The breach is deemed to occur on the date the chargeback is filed.
5.4 Liquidated Damages for Improper Chargebacks: The parties acknowledge that the actual damages sustained by the Company resulting from an improper chargeback are exceptionally difficult to quantify at the time of contracting. Such damages include, but are not limited to, processor dispute fees, elevated risk of merchant account termination, placement in high-risk monitoring programs, reputational harm with financial partners, and the diversion of internal resources. Consequently, in the event of an improper chargeback, the Client shall pay the Company liquidated damages equal to three times (3x) the disputed transaction amount, in addition to all costs of collection and legal enforcement. The parties stipulate that this 3x multiplier is a reasonable pre-estimate of probable loss and does not constitute a punitive penalty.
5.5 Additional Remedies: Alongside the assessment of liquidated damages, the Company reserves the right to immediately suspend all Services, report the delinquency to credit bureaus and fraud databases, and pursue aggressive collection activities.
6. Mutual Non-Disparagement
6.1 Core Obligation: Both parties mutually agree to refrain from making, publishing, or causing to be published any statement—whether written, verbal, or digital—regarding the other party, its executives, its services, or its business practices that is false, defamatory, or materially misleading, and which is reasonably likely to cause reputational harm.
6.2 Protected Communications (Carve-Outs): This provision shall not prohibit or penalize: (a) truthful reviews or statements based on the party’s actual, direct experience; (b) statements compelled by a court order, subpoena, or lawful legal process; (c) good-faith reports made to regulatory bodies or platform trust-and-safety teams; or (d) confidential communications with legal counsel, financial advisors, or immediate family members.
6.3 Liquidated Damages for Client Breach: The parties acknowledge that the Company’s business model is highly reliant on its public reputation and digital footprint. A defamatory or materially misleading public statement by the Client causes immediate, severe, and inherently unquantifiable harm, including lost prospective revenue, brand dilution, and crisis management costs. Therefore, should the Client commit a material breach of this non-disparagement clause, the Client shall be liable to pay the Company liquidated damages in the amount of Twenty-Five Thousand Dollars ($25,000 USD) per distinct breach, plus reasonable enforcement costs. The parties agree this sum is a reasonable forecast of actual harm and not a penalty.
6.4 Remedies for Company Breach: Conversely, should the Company breach this provision, the Client must provide written notice and allow the Company fifteen (15) days to cure the breach via retraction. If uncured, the Client may pursue actual, provable damages in arbitration.
6.5 Statutory Compliance: This section is drafted to comply fully with the Consumer Review Fairness Act (15 U.S.C. § 45b). Truthful, honest assessments of the Services are explicitly protected and exempt from any penalty herein.
7. Indemnification
To the maximum extent permitted by law, the Client agrees to defend, indemnify, and hold harmless Viral Growth LLC, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or connected with: (a) the Client’s breach of this Agreement; (b) the Client’s violation of any applicable law or third-party right; (c) any content, claims, or advertising published by the Client; or (d) the actions or omissions of any Third-Party Agent engaged by the Client.
8. Disclaimers and Limitation of Liability
8.1 Disclaimer of Guaranteed Results: The Company provides strategic frameworks and execution support; however, the Company explicitly disclaims any guarantee of specific business outcomes, revenue generation, viral reach, lead volume, or financial success. The Client’s results are dependent on numerous variables outside the Company’s control, including market dynamics, algorithm changes, and the Client’s own operational execution.
8.2 “As-Is” Delivery: ALL SERVICES, DELIVERABLES, SOFTWARE, AND STRATEGIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8.3 Aggregate Liability Cap: TO THE FULLEST EXTENT PERMITTED BY JURISDICTIONAL LAW, THE COMPANY’S TOTAL CUMULATIVE LIABILITY TO THE CLIENT FOR ANY AND ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL BE STRICTLY LIMITED TO THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO THE COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8.4 Exclusion of Consequential Damages: UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, REGARDLESS OF THE LEGAL THEORY ASSERTED.
9. Intellectual Property Rights
9.1 Company Proprietary Assets: All methodologies, strategic frameworks, training portals, software tools, playbooks, and systems developed or provided by the Company remain the exclusive intellectual property of Viral Growth LLC. The Client is granted a limited, revocable, non-exclusive, and non-transferable license to utilize these proprietary assets solely for internal business operations during the active term of the engagement. Unauthorized reproduction, distribution, or reverse-engineering of Company assets constitutes a material breach.
9.2 Client Content License: The Client retains ownership of all pre-existing intellectual property and original raw content provided to the Company. The Client grants the Company a worldwide, royalty-free license to edit, modify, and utilize this content to fulfill the Services, as well as a perpetual license to display the final Deliverables and associated performance metrics in the Company’s marketing materials and case studies.
10. Non-Solicitation and Non-Circumvention
During the term of this Agreement and for a period of twelve (12) months following its termination or expiration, the Client agrees not to directly or indirectly solicit, recruit, hire, or engage any employee, contractor, or placed editor of the Company outside of the Company’s official channels. Any violation of this non-circumvention provision shall result in the assessment of a placement fee equivalent to the annualized value of the solicited individual’s compensation.
11. Termination, Withdrawal, and Survival
11.1 Client Withdrawal: The Client reserves the right to cease participation in the program at any time. However, such voluntary withdrawal does not absolve the Client of the obligation to remit the full contract value as outlined in the Services Agreement, nor does it entitle the Client to any prorated refund.
11.2 Termination for Cause by Company: The Company may terminate this Agreement immediately upon written notice if the Client: (a) commits a material breach of these Terms; (b) fails to remit payment when due; or (c) initiates an unauthorized chargeback.
11.3 Notice and Cure Period: For breaches not involving payment processing disputes or chargebacks, the nonbreaching party shall provide written notice of the breach. The breaching party shall have thirty (30) calendar days to cure the defect. Breaches related to payment processing errors must be cured within fifteen (15) days.
11.4 Survival of Provisions: The obligations and rights set forth in Sections 4 (Financial Terms), 5 (Chargebacks), 6 (Non-Disparagement), 7 (Indemnification), 8 (Limitation of Liability), 9 (Intellectual Property), 12 (Collection Rights), and 13 (Arbitration) shall survive the termination, expiration, or mutual release of this Agreement.
12. Collection Rights and Credit Reporting
12.1 Enforcement Costs: Should the Company be required to engage legal counsel or a third-party agency to collect delinquent accounts, the Client agrees to bear all costs of collection. This includes, but is not limited to, attorney fees (calculated at a minimum of 33% of the outstanding balance), court costs, arbitration fees, and skip-tracing expenses.
12.2 Credit Bureau Reporting: The Company reserves the right to report severe delinquencies to commercial and consumer credit reporting agencies following a thirty (30) day notice and cure period.
13. Governing Law and Mandatory Binding Arbitration
13.1 Governing Jurisdiction: This Agreement, and any disputes arising out of or related to it, shall be governed by the Federal Arbitration Act and the substantive laws of the State of Wyoming, without regard to its conflict-of-laws principles.
13.2 Agreement to Arbitrate: The parties agree that any claim, controversy, or dispute arising out of or relating to this Agreement, including its formation, interpretation, breach, or termination, shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.
13.3 Arbitration Venue and Mechanics: The seat of arbitration shall be Cheyenne, Wyoming. The proceedings shall be conducted before a single neutral arbitrator. At the Company’s election, proceedings may be conducted remotely via video conference.
13.4 Class Action Waiver: ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY. THE CLIENT EXPRESSLY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION,
OR REPRESENTATIVE PROCEEDING. The arbitrator is expressly prohibited from consolidating the claims of multiple clients.
13.5 Allocation of Fees: Each party shall initially bear its own costs for arbitration. However, the arbitrator shall award the prevailing party its reasonable attorneys’ fees, arbitration costs, and expenses.
13.6 Injunctive Relief Exception: Notwithstanding the arbitration mandate, the Company retains the right to seek temporary or permanent injunctive relief in any court of competent jurisdiction to prevent the infringement of intellectual property, the disclosure of trade secrets, or to enforce the non-disparagement provisions.
13.7 Contractual Statute of Limitations: Any claim or cause of action arising out of this Agreement must be filed within one (1) year after the claim arose; otherwise, such claim is permanently barred.
14. General Provisions
14.1 Force Majeure: Neither party shall be held liable for delays or failures in performance resulting from events beyond their reasonable control, including acts of God, pandemics, cyberattacks, governmental mandates, or systemic platform outages.
14.2 Severability and Reformation: If any provision of these Terms is deemed invalid or unenforceable by an arbitrator or court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to render it enforceable. If modification is impossible, the provision shall be severed, and the remainder of the Agreement shall remain in full force and effect.
14.3 No Waiver: The failure of the Company to enforce any right or provision of these Terms shall not constitute a waiver of future enforcement of that right or provision.
14.4 Notice Protocol: All formal legal notices must be submitted in writing. Notices to the Company must be sent via email to hello@viralgrowth.io. Notices to the Client will be sent to the email address provided during enrollment.