Viral American LLC Client Terms

Effective Date: February 1, 2026

These Client Terms (“Terms”) govern marketing services provided by Viral American LLC (“Agency”) to the accepting client (“Client”). Each engagement will be documented by an Order Form and/or Statement of Work (“SOW”) that incorporates these Terms.

1) Acceptance and structure

  1. Client accepts these Terms by (a) signing an Order Form/Statement of Work (“SOW”) that references these Terms and/or (b) checking a box (clickwrap) presented with a link to these Terms.
  2. Each engagement must have an SOW that defines the selected service tier, platforms, term, and fees. If there is a conflict between these Terms and an SOW, the SOW controls for that engagement.

2) Service tiers

  1. Tier selection. Client’s SOW will identify the selected tier and the platforms included (from: Meta, TikTok, Reddit, YouTube, LinkedIn).
  2. What “platforms” means. “Up to X platforms” means Agency will provide services only on the specific platforms listed in the SOW, up to the tier limit.
  3. Standard tier inclusions. Unless modified in the SOW, the tiers include:
    • Consultancy — $2,500 per call
      1. Brand development & strategy call.
    • Essentials — $10,000 per month
      1. Social media posting: 4 posts/month on up to 2 platforms (platforms listed in SOW).
      2. Content session: 1 session/month (up to 1 hour).
      3. Paid ads: Setup and management (Meta and Google).
      4. Support: Email support and monthly strategy call.
    • Business — $17,000 per month
      1. Social media posting: 8 posts/month on up to 2 platforms (platforms listed in SOW).
      2. Content session: 1 session/month (up to 1 hour).
      3. Paid ads: Setup and management (Meta and Google).
      4. Support: Email support and monthly strategy call.
      5. Influencer outreach.
      6. LLM search optimization.
    • Enterprise — $25,000 per month
      1. Social media posting: 16 posts/month on up to 3 platforms (platforms listed in SOW).
      2. Content session: 2 sessions/month (each up to 1 hour).
      3. Paid ads: Setup and management (Meta, Google, and choice of platform as listed in SOW).
      4. Support: Email support and monthly strategy call.
      5. Influencer outreach.
      6. LLM search optimization.
      7. Strategic partnership.
      8. Dedicated account manager.
  4. Standard definitions
    • “Post” means one piece of content prepared for publication on one platform (format/copy appropriate to that platform).
    • “Content session” means up to one (1) hour used for either planning or recording (as reasonably determined by Agency based on what is needed that month).
    • “Monthly strategy call” means one (1) remote call per month (duration and scheduling coordinated in good faith).

3) Client access, responsibilities, approvals

  1. Required access. Client must provide and maintain timely access needed to perform services, including:
    • Manager/admin permissions to relevant social media accounts for posting/scheduling and profile management.
    • Manager/admin permissions to ad accounts and associated assets if paid ads services are included.
  1. Client materials. Client is responsible for providing accurate product/service information, offers, logos/brand assets, and any required approvals, and for ensuring Client materials do not violate laws or third-party rights.
  2. Approval window. Client agrees to approve or request minor revisions within two (2) business days of delivery.
  3. Deemed acceptance. If Client does not respond within two (2) business days, deliverables are deemed accepted, and later changes may be treated as out-of-scope and billed as a change.
  4. Delays. Client delays (including delayed access, feedback, approvals, or assets) may shift timelines, reduce volume achievable within the service period, and/or require rescheduling.

4) Revisions and change management

  1. Minor revisions included. Unless the SOW states otherwise, each deliverable includes up to one (1) round of minor revisions if requested within the two (2) business-day approval window.
  2. What counts as minor. “Minor revisions” are small edits that do not change the fundamental concept, structure, or scope (e.g., small copy tweaks, simple trims, minor formatting).
  3. Out-of-scope changes. New concepts, substantial rewrites, additional versions, major re-edits, added deliverables, new platforms, or requests outside the tier inclusions are out of scope.
  4. Change orders. Out-of-scope work requires written approval (email acceptable) and may require additional fees and/or timeline adjustments. Agency is not obligated to begin change-order work until any required payment is received.

5) Paid ads terms (when included)

  1. Client pays ad platforms directly. Advertising spend is paid directly by Client to the advertising platforms and is not included in Agency fees.
  2. Spend threshold included. Agency’s management includes ad spend up to $10,000 per month in combined ad spend across the ad platforms managed by Agency for that engagement.
  3. Overage management fee. For monthly ad spend exceeding $10,000, Client will pay an additional management fee equal to 15% of the amount above $10,000for that month, invoiced as specified in the SOW or Agency invoice.
  4. Creative scope for ads. Unless the SOW expressly includes additional creative services, paid ads management uses/adapts the posts Agency produces under the selected tier and/or Client-supplied assets; net-new ad creative beyond tier deliverables is out of scope.
  5. Platform rules. Client acknowledges ad platforms enforce policies and may reject ads or restrict accounts. Agency does not guarantee approvals, delivery, or performance.

6) Influencer outreach (when included)

  1. Best-effort only. Influencer outreach is provided on a best-effort basis.
  2. No quotas. Agency does not promise a specific number of replies, collaborations, posts, or outcomes.
  3. Client pays influencers. Any influencer fees, incentives, product/shipping costs, or compensation are paid directly by Client unless otherwise agreed in writing.
  4. No commitment without approval. Agency may initiate outreach, but Agency will not commit Client to any paid obligation without Client’s written approval (email acceptable).

7) LLM search optimization (when included)

  1. High-level scope. LLM search optimization refers to visibility-oriented distribution and content strategies (for example, encouraging third-party mentions and relevant discussion across the web) to improve discoverability.
  2. No guarantees. Agency does not guarantee inclusion, ranking, citations, traffic, or any specific outcome in search engines or LLM-generated results, which depend on third-party systems outside Agency control.

8) Fees, billing, suspension, refunds

  1. Billing in advance. Fees are billed in advance as stated in the SOW or invoice. Agency is not required to begin or continue work until payment is received.
  2. Suspension for nonpayment. If an invoice is not paid when due, Agency may suspend services until all past-due amounts are paid. Timelines and deliverable volumes may be impacted by suspension.
  3. Non-refundable once work starts. All fees are non-refundable once work begins for a service period or project, regardless of results.
  4. Tools and expenses. If Client requests services that require paid tools/software, Client is responsible for those costs unless the SOW states otherwise.

9) Term and termination

  1. Initial term. The initial term is three (3) months unless otherwise stated in the SOW.
  2. Renewal. After the initial term, the engagement may renew month-to-month with written confirmation by both parties.
  3. 30-day notice (month-to-month). After renewal to month-to-month, either party may terminate with thirty (30) days’ written notice.
  4. Termination for cause. Either party may terminate for material breach if not cured within a reasonable period after written notice (as applicable).
  5. Immediate termination for illegality. Agency may immediately terminate and cease work if Agency reasonably believes Client is engaged in illegal, deceptive, or scam activity. Fees remain due and non-refundable.

10) Intellectual property

  1. Client materials. Client retains ownership of materials Client provides and grants Agency a limited license to use those materials solely to perform services.
  2. Agency materials. Agency retains ownership of its pre-existing materials, templates, frameworks, processes, and know-how.
  3. Deliverables. Upon full payment, Client owns the final deliverables created specifically for Client during the engagement, excluding Agency pre-existing materials and third-party components.

11) Confidentiality

  1. Confidential information. Each party may receive the other party’s non-public business, technical, or commercial information (“Confidential Information”).
  2. Obligations. The receiving party will use Confidential Information only to perform under the engagement and will protect it using reasonable care.
  3. Exclusions. Confidential Information does not include information that is public through no fault of the receiving party, rightfully received from a third party, or independently developed without reference to the Confidential Information.
  4. Required disclosure. A party may disclose Confidential Information if required by law, subpoena, or court order (to the extent legally permitted with notice to the other party).

12) Portfolio use (opt-in per SOW)

  1. SOW election required. Each SOW must include a “Portfolio Use: Yes / No” field.
  2. If Yes. Client grants Viral American LLC and Zara Darcy (Agency founder, in her personal and professional capacity) permission to display Client name/logo and non-confidential work/results in Agency marketing materials and on Agency and Zara Darcy social media channels.
  3. If No. Agency will not publicly display Client-identifying work without written permission.
  4. Private case studies. Regardless of selection, Agency may privately show work samples and anonymized or non-attributed case studies in pitch decks/sales presentations to prospective clients.

13) No guarantees

Marketing results depend on many factors outside Agency control. Agency makes no guarantees of results (including leads, revenue, ROAS, CAC, rankings, or conversion rates).

14) Limitation of liability

  1. Consequential damages waiver. To the maximum extent permitted by law, Agency is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages (including lost profits/revenue).
  2. Liability cap. To the maximum extent permitted by law, Agency’s total cumulative liability arising out of or related to an engagement is capped at 50% of one month’s Agency fees under the applicable SOW.
  3. Risk allocation. The parties acknowledge this cap is a reasonable allocation of risk given the nature of marketing services.

15) Indemnity

Client will indemnify, defend, and hold Agency (and its officers, directors, employees, and agents) harmless from and against third-party claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to (a) Client materials, (b) Client’s products/services, or (c) Client’s unlawful, deceptive, or non-compliant conduct.

16) Governing law and jurisdiction

These Terms and each engagement are governed by the laws of the State of Wyoming, without regard to conflict-of-law principles. Any dispute shall be exclusively resolved in the state or federal courts located in Sheridan County, Wyoming, and both parties consent to jurisdiction and venue there.

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