VN Terms and Conditions

Last updated: August 17, 2026

Rules For Deliverables.
1. The Creator must promptly notify Viral Nation if any of their social media accounts become suspended, banned, shadow-banned, or restricted ("Compromised") from the Effective Date through the Term or Licensing Term, whichever is greater. The Creator represents that as of the Effective Date, their social media accounts are in good standing and not Compromised. If the Creator’s social media accounts become Compromised after the Effective Date, the Creator will mitigate damages, and the Parties will agree on appropriate remedies, including immediate action. Failure to notify Viral Nation of a Compromised social media account may be considered a material breach of this Agreement.
2. All Deliverables and Deliverable copy must be approved by Viral Nation prior to the Creator posting and include the proper campaign hashtags, @-mentions, call-to-action, and disclosure.
3. The Creator and the Deliverables created by the Creator must comply with all Company guidelines attached in Exhibit A hereto. All Deliverables must comply with the United States Federal Trade Commission Endorsement Guides and include clear disclosure such as "#Ad" or “#Sponsored” or similar agreed language. Refer to Exhibit B for FTC guidelines. Deliverables must also adhere to Viral Nation’s Social Media Guidelines in Exhibit C and comply with Facebook and Instagram’s Branded Content Policy, appearing as a “Paid Partnership”.
Termination.
1. Viral Nation, in its sole discretion, may terminate this Agreement, in whole or in part, at any time without cause, and without liability except for payment to the Creator for the Deliverables rendered on a pro-rata basis prior to termination by providing prior written notice to Creator. In the event Viral Nation paid the Creator in advance for the Deliverables not yet completed at the time of such termination, Viral Nation shall receive a refund of any amounts paid in advance from the Creator, within thirty (30) days from the date of Viral Nation’s termination.
2. Viral Nation, in its sole discretion, may terminate this Agreement, effective upon written notice to the Creator in the event of the Creator's death, or serious injury or illness that renders Creator's performance of his or her remaining obligations under this Agreement impossible or impracticable, or alleged or actual engagement or commission of an act by the Creator of any Prohibited Activities.
3. Either Party may terminate this Agreement for the other Party’s breach of this Agreement, effective upon written notice to the other Party in breach ("Defaulting Party") if the Defaulting Party breaches this Agreement, and wherein (i) such breach is incapable of cure (in the non-Defaulting Party’s sole and reasonable discretion), or (ii) with respect to a breach capable of cure, the Defaulting Party does not cure such breach within five (5) days after written notice of such breach.
4. Upon the termination of this Agreement by Viral Nation for reasons set out in 2 (b) and 2 (c) no fee, nor any portion thereof of the Total Fee, shall be due and owing to the Creator from Viral Nation.
Payment Terms. Provided the Creator is in full compliance with its obligations hereunder, Viral Nation shall pay the Creator the Total Fee as contained within the Agreement. Creator acknowledges that the Total Fee represents Creator’s entire compensation with respect to this Agreement, and Viral Nation shall have no other obligation for any other compensation. Creator shall invoice Viral Nation the Total Fee upon the full completion of all Deliverables, and Viral Nation agrees to pay such invoice within forty-five (45) days of receipt of the invoice by Viral Nation. The Creator understands and agrees that in order for Viral Nation to facilitate payment to the Creator, the Creator must clearly indicate the Project Number, indicated on the Agreement, on the face of any invoice prior to submission to Viral Nation.
Creator Conduct.
1. Creator has not, nor shall they engage in any activities, nor will they produce or post any Deliverables which may (i) bring the Creator, Viral Nation, Company, and any other applicable counterparty into disrepute, contempt, scorn or ridicule, or which shocks, insults or offends the community, public morals or decency; (ii) infringe any intellectual property rights; (iii) breach any applicable law, rule, statute, or regulation, such as the United States Federal Trade Commission guidance contained within Exhibit B to this Agreement, or others of a country that would have legal jurisdiction related to this Agreement; (iv) be defamatory, libellous, obscene, pornographic, indecent, threatening, politically sensitive or harassing; or (v) cause detriment to or have an adverse effect on the Company, the Campaign, or Viral Nation (collectively, “Prohibited Activities”). Viral Nation shall decide if the Creator has engaged in any Prohibited Activities using reasonable societal and legal standards.
2. In the event the Creator engages in any Prohibited Activities, the Creator agrees to immediately take down and permanently remove all Deliverables from all of Creator's social media channels, websites, and any other platforms where they are hosted or displayed. Such removal shall occur within Viral Nation’s delivery of twenty-four (24) hours' written notice to the Creator specifying the nature of the breach and requesting the takedown.
3. Notwithstanding anything contained within this Agreement, Viral Nation expressly reserves all rights, remedies, and causes of action available under law, equity, or otherwise, including but not limited to the right to pursue claims for defamation, invasion of privacy, slander, or any other legal remedies arising out of or related to the Creator's breach of this Agreement. Viral Nation's enforcement or termination of any breach shall not be construed as a waiver of any such rights or remedies, all of which are expressly preserved.
Clearances and Compliance.
1. Neither the Deliverables nor the use thereof shall infringe or violate the rights of publicity, copyrights, trademarks, and all other intellectual and industrial property rights (the “Intellectual Property Rights”) or other rights, of any third party, or give rise to any third-party claim. Creator shall not post or publish any third-party intellectual property without the prior written consent, clearances, licenses, permits, or approvals of the owner and of which Creator may be required to provide to Viral Nation. In the event that the use or exploitation of the Deliverables contains any Intellectual Property Rights which require consents, clearances, licenses, permits, or approvals of the owner, the Creator shall obtain the foregoing at their sole cost and expense. The Creator is responsible for obtaining and covering the costs of any third-party clearances, payments, or consents needed for the Deliverables, and must inform Viral Nation of each. If modifications or removals of Deliverables are required due to a valid third-party claim, the Creator shall bear all associated costs.
2. Viral Nation may provide the Creator with certain Company intellectual property, including but not limited to Company logos, indicia, or other licensed materials. Viral Nation represents and warrants that it has obtained and possesses all necessary consents, licenses, and permits required to furnish the Company's intellectual property to the Creator. The Creator acknowledges and agrees that any Company intellectual property is provided solely for the express and limited purpose of fulfilling the Creator's obligations under this Agreement and creating the Deliverables. Creator shall not use, reproduce, modify, adapt, or exploit the Company's intellectual property for any purpose outside the scope of this Agreement, nor shall Creator permit any third party to do so. Nothing in this clause shall be construed as transferring any ownership rights in the Company's intellectual property to the Creator.
Union Obligations.
1. For the purposes of this Agreement, the terms (i) “SAG-AFTRA” shall mean the two labor unions known as the Screen Actors Guild and the American Federation of Television and Radio Artists that now operate as one organization; and (ii) “SAG-AFTRA Commercials Contract” shall mean the collective bargaining agreement between SAG-AFTRA and the ANA-4A’s Joint Policy Committee on Broadcast Talent Union Relations dated April 1, 2016, as amended on April 1, 2019 and April 1, 2022. Creator will be solely liable for any obligations or costs arising out of any collective bargaining agreement with any union or guild, including, without limitation, SAG-AFTRA or the SAG-AFTRA Commercials Contract. If the Creator is a SAG-AFTRA member and this Agreement or any Deliverables produced herein are produced as part of the SAG-AFTRA Commercials Contract, Creator agrees that they shall be responsible for the remittance of all fees and dues from the gross amount they receive under this Agreement, payable to SAG-AFTRA under the SAG-AFTRA Commercials Contract, where and when required and on behalf of the Parties, and shall otherwise ensure compliance with all applicable union requirements at their own expense.
2. The Creator acknowledges that Viral Nation is not a signatory to the SAG-AFTRA Commercials Contract and, as such, is not bound by its terms. Neither the Creator, nor any union or guild, including SAG-AFTRA nor any other person or entity, shall receive any fee of any kind whatsoever including, without limitation, any union wages, payments, session or re-use fees, residuals, pension, health fund or benefits from Viral Nation as a result of this Agreement or any use of the Deliverables by Viral Nation, the Company or any of their designees.
No Third Party Beneficiaries. This Agreement benefits solely the Parties and their respective successors and permitted assigns and nothing in this Agreement, express or implied, confers on any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, the Parties hereby designate the Company as a third-party beneficiary of this Agreement, having the right to enforce.
Independent Contractor.
1. It is understood and acknowledged that the Deliverables that the Creator will provide to Viral Nation hereunder shall be in the capacity of an independent contractor and not as an employee or agent of Viral Nation. Viral Nation shall have the right to inspect the work of the Creator as it progresses solely to determine whether the work is completed according to this Agreement.
2. Creator has no authority to commit, act for or on behalf of Viral Nation, or to bind Viral Nation to any obligation or liability.
3. Viral Nation shall have no liability or responsibility for withholding or remitting any income, payroll, or other federal, state or provincial taxes, including employment insurance remittances, contributions or applicable insurances for Creator or its employees or payment of any taxes relating to the fees earned by Creator hereunder. Creator is responsible for these withholding, remitting, and registration obligations, and shall indemnify Viral Nation from and against any order, penalty, interest, taxes, or contributions that may be assessed against Viral Nation as a result of the failure or delay of Creator to make any such withholdings, remittances, or registration, or to file any information required by any law.
Assignment. Creator shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Viral Nation. Any purported assignment or delegation in violation of this Section 9 shall be null and void. No assignment or delegation shall relieve the Creator of any of its obligations hereunder. Viral Nation may at any time assign or transfer any or all of its rights or obligations under this Agreement without the Creator's prior consent, provided Viral Nation shall remain secondarily liable in the event of such transfer.
Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party it’s affiliates, parent, and subsidiaries and each of its respective officers, directors, employees, agents, affiliates, successors, and permitted assigns (the “Indemnified Party”), from and against any and all losses, damages, deficiencies, claims, liabilities, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable outside legal fees, and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by an Indemnified Party in a final judgment arising from or related to relating to or resulting from any claim occurring in connection with the Indemnifying Party's negligence, misconduct, or breach of this Agreement.
Confidentiality.

a. "Confidential Information" means all non-public, proprietary, or confidential information, regardless of form, including the existence or contents of this Agreement that either Party, and each their respective affiliates, subsidiaries, and their respective directors, officers, employees, general partners, shareholders, agents, lawyers, financial advisors and accountants (“Representatives”) with acting as the Party disclosing the Confidential Information (the “Discloser”) provides to the other Party receiving the Confidential Information (the “Recipient”) in connection with the Campaign. Confidential Information shall not include information that is publicly known through no fault of the Recipient, and was already in the Recipient's possession prior to disclosure.
b. The Recipient shall (i) keep all Confidential Information strictly confidential and use it only for the purpose of carrying out their obligations under this Agreement; (ii) not disclose Confidential Information to any third party to this Agreement without the Discloser's prior written consent, except to the Recipient’s Representatives who have a need to know and are bound by confidentiality obligations; (iii) be responsible for any breach by its Representatives of their confidentiality obligations outlined within this section; (iv) use commercially reasonable controls to prevent unauthorized use or disclosure of the Confidential Information, but in no event less than the same degree of care it uses to protect its own confidential information; and (v) promptly notify the Discloser of any unauthorized use or disclosure and cooperate fully with any enforcement efforts of the Discloser.
c. Notwithstanding any termination of this Agreement or expiration of the Term, the provisions contained within this section shall survive for a period of three (3) years from the Effective Date hereto.
d. If you, or the entity on whose behalf you accept these Terms & Conditions, have entered into a separate non-disclosure or confidentiality agreement with Viral Nation that is in effect at the time the relevant Confidential Information is disclosed (an "NDA"), that NDA governs the treatment of Confidential Information disclosed under it. In the event of any conflict or inconsistency between the confidentiality provisions of these Terms & Conditions and the terms of the NDA, the terms of the NDA prevail to the extent of that conflict or inconsistency.
Severability. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
Order of Precedence. In the event of any conflict, inconsistency, or ambiguity between these Terms and Conditions and those contained in the Agreement, the terms of the Agreement shall govern solely with respect to the subject matter of such conflict, inconsistency, or ambiguity.
Survival. The rights and obligations of the Parties set forth in section 2 (Termination), 4 (Creator Conduct), 6 (Union Obligations), 8 (Independent Contractor), 9 (Assignment), 10 (Indemnification), 11 (Confidentiality), and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.