Viralify - Terms of Use

Last updated: 09/27/2023

This Terms of Use (the “Agreement”) establishes a legally binding agreement between Viralify, Inc., a Limited Liability Company incorporated under the laws of the state of California (“Viralify”), and the Subscriber (“Subscriber”).

Failure to accept and comply with all the terms, conditions, and obligations outlined herein will result in the immediate suspension of Subscriber's access to the platform ("Platform"). The relationship between Subscriber and Viralify will be terminated, except for any outstanding payment obligations.

Membership Plans

Explorer: Under this plan, Viralify will provide Subscriber with up to a maximum of ten (10) content campaigns per calendar month. This includes three (3) Premium campaigns and seven (7) Standard campaigns. Viralify reserves the right, at its sole discretion, to initiate new campaign requests under this plan within a timeframe not exceeding five (5) business days.

Innovator: This plan assigns a dedicated marketing strategist to Subscriber. Please note that the number of consultation hours per week is not guaranteed and may vary due to unforeseen circumstances such as vacations, sick leaves, and other necessary absences. Furthermore, Viralify does not commit to a fixed quantity of content campaigns per calendar month under this plan. Viralify reserves the right to respond to new service requests under this plan within three (3) business days. Please note that the Viralify team will work on only one campaign at a time and will not proceed to the next campaign until the approval of the current campaign by the Subscriber.

Trailblazer: This plan assigns two dedicated marketing strategists from Viralify to the Subscriber. The provisions regarding consultation hours per week, response time to new service requests, and the sequence of work on service requests under the Innovator Plan equally apply to the Trailblazer Service Plan, with the exception that the Viralify team will work on two campaigns concurrently.

These Membership Plans may be subject to adjustments, enhancements, or revisions at Viralify's sole discretion. Subscribers are strongly advised to regularly review the terms of their membership plans to stay informed of any updates or changes.

The terms and conditions for the remainder of the agreement remain unaffected. Please read them thoroughly before utilizing any of our services.

Intellectual Property Rights

All content on the Platform, including software, designs, trademarks, logos, audio, video, and text (collectively referred to as the “Content”), are the property of Viralify and are protected by copyright and trademark laws, as well as any other applicable intellectual property laws and regulations in the United States, foreign jurisdictions, and international conventions.

Ownership of Materials

Aside from Viralify’s ownership of Content, all design and original source files created belong to the Subscriber, who shall be the sole copyright owner of all Projects.

Fonts

If any Project incorporates fonts not owned by Viralify and necessitates a commercial license for legal reproduction, distribution, or public display, Viralify will provide written notice to the Subscriber. The Subscriber is responsible for acquiring the appropriate licenses for Third-Party Fonts. Any consequences resulting from the Subscriber's failure to purchase one or more licenses for Third-Party Fonts used in a Project are the Subscriber's responsibility.

Subscriber Representations

By using the Platform, the Subscriber represents and warrants that: the Subscriber has the legal capacity and agrees to comply with these Terms of Use; the Subscriber is not a minor; the Subscriber will not access the Platform through automated or non-human means; the Subscriber will not use the Platform for any illegal or unauthorized purpose; the Subscriber's use of the Platform will not violate any applicable laws or regulations.

Prohibited Activities

The Subscriber may not access or use the Platform for any purpose other than its intended use. The Platform may not be used for commercial purposes unrelated to the services provided by Viralify.

Feedback

The Subscriber acknowledges and agrees that any questions, comments, suggestions, or other feedback (collectively referred to as "Feedback") shall be the exclusive property of Viralify. Viralify is not obligated to keep Feedback confidential or take steps to ensure its confidentiality.

Monitoring

Viralify reserves the right to monitor the Platform for violations of these Terms of Use and to take appropriate legal action in response to any violations or breaches of these Terms of Use or any applicable laws, statutes, or regulations. Viralify also reserves the right to restrict or deny access to the Platform or disable the Subscriber’s use of the Platform without notice or liability.

Payments and Refunds

All payments made to Viralify for services are non-refundable, unless otherwise expressly provided in this Agreement. Refunds, if granted by Viralify, will be determined on a case-by-case basis.

Upon initiation of their contract, Subscribers are required to make advance payments for services to be provided in the upcoming month. Subscribers selecting 'Trailblazer' membership plan will be subject to a three-month upfront payment, with no options for cancellation or refund during this three-month period.

If a refund is granted by Viralify, all rights, title, and interest in and to all work product, tangible and intangible, resulting from or related to any work performed by Viralify, including all intellectual property rights, shall be retained by Viralify. Subscribers are expressly prohibited from using any such work product in any manner or medium without the express written consent of Viralify.

This policy is designed to ensure fair and equitable treatment of all subscribers and to preserve the integrity and value of our services. Viralify reserves the right to modify this refund policy at its discretion at any time, with such changes taking effect immediately upon posting of the modified policy on the website or platform.

Modifications to Terms of Use

Viralify reserves the right to change, alter, modify, or remove any content on the Platform at its sole discretion. Viralify also reserves the right to modify or discontinue all or part of the Platform without notice and without liability to the Subscriber.

Interruptions

Viralify does not guarantee uninterrupted availability and accessibility of the Platform. There may be interruptions, delays, or errors beyond Viralify’s control. The Subscriber agrees that Viralify shall not be liable for any loss, damage, or inconvenience caused by the Subscriber's inability to access or use the Platform during any interruption in service.

Governing Law

These Terms of Use shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles.

Limitations of Liability and Indemnification

Viralify, its directors, employees, members, contractors, or agents shall not be liable to the Subscriber or any third party for any direct, indirect, consequential, incidental, special, or punitive damages, including lost profits, lost revenue, lost data, attorneys’ fees, court costs, fines, or other damages or losses arising from the Subscriber’s use of the Platform or the services provided by Viralify, including but not limited to content campaigns.

The Subscriber agrees to defend, indemnify, and hold harmless Viralify from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising from:

(1) Use of the Platform or the services provided by Viralify, including but not limited to content campaigns;

(2) Breach of these Terms of Use;

(3) Any breach of the Subscriber’s representations and warranties set forth herein;

(4) The Subscriber’s violation of the rights of any third party, including but not limited to intellectual property rights.

The Subscriber assumes all responsibility and risk for the use of the services provided by Viralify, including but not limited to content campaigns. The Subscriber agrees that Viralify is not responsible for any loss or damage of any kind the Subscriber may incur from dealing with a third party.

Notwithstanding the foregoing, Viralify reserves the right, at the Subscriber’s expense, to assume control and defense of any matter for which the Subscriber is required to indemnify Viralify hereunder. The Subscriber agrees to cooperate with Viralify in defending such claims.

User Data

The Subscriber is solely responsible for all data transmitted to or related to any activity undertaken using the Platform. Viralify shall have no liability to the Subscriber for any loss or corruption of such data.

Electronic Delivery of Materials

The Subscriber consents to receive electronic communications from Viralify and agrees that all agreements, notices, disclosures, and other communications sent via email or through the Platform satisfy any legal requirement that such communication be in writing. The Subscriber also agrees to the use of electronic signatures, contracts, orders, and other records, as well as the electronic delivery of notices, policies, and records of transactions initiated or completed by Viralify or through the Platform.

Showcasing Work

Viralify reserves the right to showcase design work on digital channels, including social media and websites, unless otherwise agreed upon. The Subscriber retains the right to issue a Non-Disclosure Agreement (NDA) to protect sensitive information.

Termination

These Terms of Use shall remain in effect until terminated by the Subscriber or Viralify. Viralify may terminate these Terms of Use at any time without notice, or may suspend or terminate the Subscriber’s access to the Platform at any time for any reason.

Contact Information

Viralify welcomes any questions or comments regarding the Terms. Please send any inquiries or concerns to the following address:

Viralify, Inc.