Terms of Service

This is an agreement between you and Viral Vertical (“we,” “us,” “Viral Vertical” or “our”). By clicking on the button accepting these Terms of Service (as defined below), by visiting the Website (as defined below), downloading and installing the App (as defined below), or by using the Platform (as defined below), you acknowledge that you are (i) a blogger, content creator or owner, or legal representative of an owner of an account on Instagram, Facebook, Snapchat, Youtube or Twitter (“Creator”) or (ii) a user of the Viral Vertical platform for commercial purposes (“Client” or “Sponsor”), and in either instance you have the authority to enter this agreement and that you have read it, understand it and agree to be bound by its terms and conditions.

VIRAL VERTICAL PLATFORM

Subject to the Terms of Service set forth below (as amended from time to time, the “Terms of Service”) you will be granted access to the Viral Vertical platform (the “Platform”) through our website, www.viral-vertical.com (the “Website”) and/or our mobile application(s) (the “App”). We reserve the right at any time, with or without notice to you, to modify the Platform and its features.

Viral Vertical reserves the right to offer you additional services at extra cost.

Accessing the Platform, you agree not to use it for any unlawful purposes and not to take any actions that may cause damage to the Platform. We reserve the right to keep a log of any user activities in the Platform and the right to use it in case you breach the above mentioned obligations through furnishing the information to judicial authorities of any jurisdiction to protect the interests of the Platform, its members and third parties.

In order to access the Platform, you will be required to establish an account by registering through our Website or our App. You agree to provide accurate, current and complete information about yourself as prompted by the registration form. You are solely responsible for the reliability of the information provided by you in the registration form. Registration data and other information about you are governed by our Privacy Policy. You are responsible for keeping your password secret and secure. You must immediately notify us of any unauthorized use of your password or account or any other breach of security of which you become aware.

For the purposes of execution of this Contract and for the provision of security of operations within the Platform, we reserve the right to collect, store, process by any means and to transfer to third parties, and if necessary, any data concerning configuration and other characteristics of the software and hardware used by you to access the Platform, as well as any other data, automatically transmitted in the process of its interaction with your soft hardware.

To the extent you access the Platform through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. Some or all of the Platform’s functionality may not work with all carriers or mobile devices. By accessing the Platform on a mobile device, you agree that we may communicate with you by notifications, text message or other electronic means to your mobile device and that certain information about your usage of the Platform through the mobile device may be communicated to us.

You must be at least 13 years old to use the Platform.

SOCIAL MEDIA

In order use the Platform, you may be required to register and log in with one or more social media service providers, such as Instagram, Facebook, Snapchat, Youtube or Twitter. You will provide your login information, like your password, directly to such social media service providers, and not to us. The social media service providers may grant us access to certain information provided by you, and we will use, store and disclose such information in accordance with our Privacy Policy. We are not responsible for any action taken by social media service providers, or the accuracy or availability of any information provided by social media service providers.
Here you can find Youtube Terms of Service https://www.youtube.com/t/terms.
If you want to remove access to your Google Account data, go to Google security settings page at https://myaccount.google.com/permissions .

By installing and using the Platform, you are granting permission to campaign Sponsors (brands and agencies) to run advertisements utilizing Platform that use your content and handle. This right extends solely to your Instagram and Facebook handle, and the content that you have produced specifically for that advertiser or brand, as part of the campaign you have participated in. Viral Vertical or campaign Sponsors will never post any content or make any changes to your Instagram account, Facebook page, or other social accounts.

Upon agreeing to participate in a Campaign Brief that includes a paid social campaign, a Creator shall be required to grant to a representative of the campaign Sponsor and to Viral Vertical access to a such Creator’s Facebook ads manager, solely for the purposes of posting paid social media advertising through Creator’s account, and for no other use whatsoever.

If any of the Sponsors permit Viral Vertical access to their ad manager within a social media platform, such as Facebook, Snapchat, Google, Pinterest, Linkedin, or any similar platforms, then Viral Vertical shall have the right to analyze aggregated data of the Sponsor, generated by said ad manager, as well as any Sponsor Content, available through the Platform, provided such use is strictly for the improvement of user experience, and only aggregated results shall be used. Viral Vertical warrants that it will not disclose any such data to any third party competitors of the Sponsor.

USER CONDUCT

You are responsible for your conduct and any data, text, files, video, images, information, software, music, sound, photographs, graphics, messages or other materials (collectively, “content”) that you upload, share, post, submit, publish, send, display or transmit (hereinafter, “transmit”) via the Platform.

You agree not to use the Platform to:
* transmit content in any manner that infringes on any intellectual property or other proprietary rights of any party;
* transmit content that is unlawful or promotes unlawful activity or provides instructional information about unlawful activities, or that is harmful, threatening, abusive, harassing, inflammatory, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, sexually suggestive, libelous, invasive of another’s privacy (or creates a privacy or security risk to any person), or racially or ethnically hateful;
* transmit content that constitutes unsolicited or unauthorized advertising or promotional materials or commercial activities;
* impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
* transmit any software viruses, spyware, worms, malware or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or other equipment; or
* violate any applicable local, state, national or international law or regulation or judicial or administrative order.

When using the Platform, you have no right to modify the software of the Platform or any part of it either yourself or through third parties, and to use any means of automatic access to the Platform, including to its front end, unless otherwise agreed to with us.

We reserve the right, for any reason or no reason, to remove from the Platform any content posted by you. At our request, for any reason or no reason, you will promptly remove any content pertaining to the Platform that is posted on social media.

We reserve the right to terminate your access to the Platform in case you increase or you artificially increase or are suspected of artificially increasing by any means the number of followers (except natural increase). In this case, we will cancel the payment due to you and earned by you in the Platform up to the moment of such termination.

SPONSORED CAMPAIGNS

If you are a Creator, you may have the opportunity to participate in sponsored campaigns coordinated through the Platform. If you indicate interest in participating in one or more sponsored campaigns, we will be authorized to provide the applicable potential Sponsors with some or all of the following information concerning you:

* your name and social media identification;
* contact information;
* rates and pricing to which you have agreed;
* sizing, product preferences, and biographical information;
* shipping address.

Props for photography can subsequently be delivered to you. Delivery can be carried out by a Sponsor or by our partners to the address specified by you. You cannot gift, lease, or give, for short-term use, the photography props to any third parties, including, without limitation, friends, acquaintances or relatives.

We also may send you requests for participation in sponsored campaigns («Requests»). Requests are not Briefs, so they do not include any concrete or defined terms of a certain campaign to be accepted by you. Briefs help us only receive information about your potential interest in participating in a campaign in the future.

If you are chosen as a potential candidate by a Sponsor to participate in the campaign, you will be given access to a campaign brief through the Platform, created by the Sponsor, which includes additional parameters, specifications, terms and conditions applicable to the campaign (“Brief”). The contents of the Brief / the Request and any information related to the Sponsor or the Brief / the Request are confidential and you will not disclose such contents or information to any third party, including, without limitation, friends, acquaintances or relatives, except as permitted in the Brief / the Request. Since the terms of the Brief are settled, the payment due to you cannot be changed.

If you desire to accept the terms and conditions set forth in the Brief, you will acknowledge your acceptance through the Platform and such terms and conditions will be binding and incorporated into this agreement for all purposes.

You will abide by the parameters, specifications, terms and conditions set forth in any Brief accepted by you, including but not limited to required social media tags, links on required Instagram accounts and disclosures (“Required Tags”) and required photo review and approval by the Sponsor before transmitting content (“Content Review”).

You will not post any content through the Platform or social media that is disparaging to the Sponsor or the Sponsor’s products or services. By accepting a paid social media order from a Sponsor, you agree that the paid for social media post will be used in advertising done on behalf of the Sponsor. You agree that any content that you provide in connection with a Brief can be edited by the sponsoring brand, at its own sole discretion.

You should not agree to a Brief if you have worked with a competing brand during the previous 3 months. If you agree to do the work, nonetheless, then it shall be subject to cancellation without payment by the brand, at its sole discretion.

Sponsor shall have the sole discretion to accept or reject your submitted content, giving reasons in the commentary that do not contradict the terms of the Brief. Your content will not be transmitted without prior Sponsor approval and may be removed at any time. You shall only be compensated for content that is accepted by Sponsor for transmitting, provided you are in compliance with Viral Vertical’s Terms of Service and the terms set forth in the Brief. You will be compensated for the transmitted content only after the Sponsor’s further confirmation of such transmitting in the Platform.

Sponsor has the right to request from the Creator analytics and statistics of the Creator’s social media account at any time prior to confirmation through the Platform that such Content has been placed with the Creator.

Sponsors will communicate with the Creator(s) with respect to the work being done by Creator(s) in connection with the Brief exclusively through the Platform, and by no other means. Creator(s) agree not to provide services to Sponsor(s) except through the Platform, and Sponsor(s) agree not to solicit any services from the Creator(s) except through Platform. Engaging in any of the prohibited activities, described above, by either the Sponsor(s) or the Creator(s), will result in permanent termination and ban from the Platform for such breaching party.

To the extent that you are entitled to payment pursuant to the terms of any Brief, we will determine the method of payment and you will provide reasonable cooperation in facilitating the payment. For example, if we desire to pay you through PayPal, you will be required to establish a PayPal account and to provide us with sufficient information to allow us to transfer funds to you. Each payment you are entitled to pursuant to the terms of a Brief, will be displayed in your account after negotiating the terms of the Brief with the Sponsor.

You expressly authorize Viral Vertical’s service providers, Еpayments Ltd., Moneysend LLC, Stripe Inc, QIWI Payments Services Provider Limited, QIWI Bank JSC, Cardpay LTD, PayPal, Inc and Solar Staff Rus LTD to originate credit transfers to your financial institution account.

You agree that we will determine the method of payment and repayment period for your services, rendered within the Platform, to the extent that we have previously notified you of variation of payment methods and repayment by sending you an email to your email address.

Using the Platform, you acknowledge the full legality of your activities. You also agree that any attempt to use illegally obtained funds will be prosecuted to the fullest extent of the applicable law.

You hereby undertake to fulfill tax obligations concerning any income obtained within the Platform. Viral Vertical is not responsible for your non-providing of information to the competent regulatory authorities. You agree to carry out your tax obligations, regarding any income earned by you within the Platform incase such/any obligations arise from the legislation of the country of your citizenship and/or the country in which you operate.

You shall be required to respond to messages from the sponsoring brand within 3 days or less, or the brand may refuse to continue to work with you. You shall be required to maintain contact with any sponsoring brand for a period of 1 year from the date of conclusion of any sponsored campaign. You shall be required to grant access to your Facebook ads manager for a period of 1 year from the date of conclusion of any sponsored campaign to the campaign Sponsor(s). You shall be required to have your social media account(s) connected to the Platform and a campaign Sponsors Facebook ads account for use in connection with Paid Social for a period of 1 year from the date of conclusion of any sponsored campaign for the respective campaign Sponsor, unless otherwise agreed to with the Sponsor.

You shall be required to maintain paid advertising social media posts within your social media feed forever, unless you and the sponsoring brand mutually agree otherwise.

A Client is allowed to use a Creator’s Content outside the sponsored campaign without such Creator’s prior written consent utilizing such Creator’s social media account for informational purposes. If the Client pressed the onboard button within the App, he, she or it shall be required to pay the Creator, if such Creator had performed work on the Brief, in compliance with all of the specifications and campaign objectives of the Client.

A Client may send products to Creators as part of campaigns. Clients, though, send such products at their own risk. Viral Vertical does not guarantee that products will be received by a Creator, nor does Viral Vertical guarantee that receiving a product will guarantee a Creator shall agree to produce Content for the Client. Viral Vertical makes every reasonable effort to hold each Creator accountable to campaign commitments, but in the rare instance that a Creator has been sent product, but in the end does not create any Content for that Client, Viral Vertical shall not be liable to the Client for the value of the product.

If a Sponsor sends a product to a Creator for use in connection with content creation for a Sponsor’s campaign, and the Creator fails to deliver the content after the agreed upon deadline has passed and every effort has been made by Viral Vertical’s managers to solicit the content from the Creator, then the Sponsor reserves the right to charge the Creator for the product by sending an invoice to the Creator’s provided address. Failure to deliver the content after receiving a product from a Sponsor will result in the Creator’s permanent termination and ban from the Platform.

CREDIT CARD INFORMATION

If you are a Client, in order to exploit the Platform commercially, you will have to subscribe to it by choosing a subscription plan, and paying the appropriate plan subscription flat fee. You can make the payment by utilizing your credit card, PayPal or Venmo accounts, or by direct wire transfer. Upon expiration of your subscription plan, you shall be automatically be rebilled and re-subscribed for another one, unless you notify Viral Vertical in writing prior to the renewal of your plan that you desire to cancel or discontinue it. All of your financial information shall be collected and stored by Viral Vertical in accordance with the terms and provisions of Viral Vertical’s Privacy Policy.

INTELLECTUAL PROPERTY RIGHTS

You have no rights to any of our copyrights, patents, trademarks, trade secrets or other proprietary rights, except to the extent necessary to access and use the Platform as contemplated under this agreement. The technology and software underlying the Platform is our property. You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in our technology or software.

You will not upload, transfer or post without our prior consent any content that you did not create or that you do not own all right, title and interest in and to, including, without limitation, all copyright and rights of publicity contained therein. The authorship is yours. To the extent that any content you transmit on the Platform contains an image of another person, you agree to obtain from such person a written release and authorization to use and publish such image, which written release and authorization will be in form and substance acceptable to Viral Vertical.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Platform (“Submissions”), provided by you to us are non-confidential and we will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

You hereby grant us and the corresponding Sponsor of the campaign an non-exclusive, worldwide, gratuitous, fully paid, perpetual, irrevocable usage and copyrights, with the right to assign and sublicense, license to copy, display, upload, distribute, store, modify, create derivative works of, and otherwise use and exploit the content that you publish through the Platform.

INDEMNITY AND RELEASE

You agree to defend (at our request), release, indemnify and hold us and our affiliates and our respective officers, employees, managers, directors and agents harmless from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ fees and costs, arising out of or relating to your use of the Platform, any of your content, your violation of these Terms of Service or your violation of any rights of another.

DISCLAIMER OF WARRANTIES

YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

WE MAKE NO WARRANTY THAT (I) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (II) ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS.

LIMITATION OF LIABILITY

WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED (I) ONE HUNDRED DOLLARS ($100), IF YOU ARE THE CREATOR, AND (II) THE AMOUNT OF FEES PAID TO VIRAL VERTICAL IN THE IMMEDIATELY PRECEEDING YEAR, IF YOU ARE A CLIENT.

We have no responsibility or liability for any temporary lack of access to the software and/or hardware that operates the Platform, as well as for any losses that you sustain in this respect. We also have no responsibility or liability for any defects, errors or failures in the operation of the software and/or hardware that ensures the functionality of the Platform, caused by reasons beyond our control, as well as for any losses that you sustain in this respect.

The parties release from any responsibility arising from complete or partial failure to perform their obligations under the Terms of Service, arising from force majeure, or extraordinary events which could not be reasonably foreseen and prevented.

MODIFICATIONS

We reserve the right, at our sole discretion, to change or modify these Terms of Service at any time without further notice. It is your responsibility to periodically review these Terms of Service so you are aware of any revision to which you are bound. The updated Terms of Service shall be effective upon posting, unless specified otherwise. If you do not agree to abide by these or any future Terms of Service, do not continue to use the Platform.

TERMINATION

We may suspend, discontinue or terminate your access to the Platform at any time. We also have the right to terminate your access to your account in the Platform at any time without further notice. If we suspend, discontinue or terminate your access to the Platform, or if you deactivate your account, your content and all other data and statistics may no longer be accessible to you through social media or otherwise. We have no responsibility or liability for the deletion or failure to store any data or other content uploaded through the Platform.

We have the right to suspend the operation of the software and/or hardware that ensures the functionality of the Platform if a significant fault, error or failure is detected, or for the maintenance, or for the prevention of any unauthorized access to the Platform. We have the right at any time to terminate your authorized automatic access to the Platform as well as terminate the receipt of any data generated automatically.

MISCELLANEOUS

These Terms of Service constitute the entire agreement between you and us and supersede any prior agreements between you and us with respect to the subject matter herein. These Terms of Service shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflicts of law rules. Any claims arising out of or related to these Terms of Service shall be brought and litigated exclusively in a state or federal court having subject matter jurisdiction and located in Lewes, Delaware. Our failure to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect.

All other Terms of Service that apply to Viral Vertical shall also apply to Sponsor, including but not limited to the Indemnity and Release, Disclaimer of Warranties and Limitation of Liability provisions set forth in the Terms of Service.

The text of these Terms of service are written in English and Russian for your convenience. Each copy is an original. In case of any contradiction between the English and the Russian text of the Terms of Service, the English text will prevail.

QUESTIONS? SUGGESTIONS?

Please contact us at contact@viral-vertical.com to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service.