MASTER SERVICE AGREEMENT
Between LaunchPreneur, Inc. and Client
1. DEFINITIONS 1.1 "Agency" refers to ViralBrand and its affiliated divisions, including CollabsHub. 1.2 "Client" refers to the entity receiving services under this Agreement. 1.3 "Services" means all marketing, consulting, strategy, influencer outreach, and campaign execution services provided by Agency. 1.4 "Deliverables" means the content, reports, and performance outcomes as outlined in the relevant Statement of Work (SOW). 1.5 "Unique Influencer Profiles" refers to individual social media profiles, such as Instagram accounts, TikTok handles, or YouTube channels. One creator may operate multiple unique influencer profiles. 1.6 "UGC" (User-Generated Content) refers to content published by an influencer as part of the campaign, including videos, images, or written posts, shared through their personal social media or content channels. 1.7 "Post" refers to any individual piece of content published by an influencer, which may include a video, photo, reel, story, or written post, unless otherwise specified in the SOW. 1.8 "Grassroots Influencer" typically refers to a nano, micro, or mid-tier influencer with under 100,000 followers. 1.9 "Macro Influencer" refers to any influencer with a following between 100,000 and 999,000 followers. 1.10 "Mega Influencer" refers to an influencer with 1,000,000 or more followers. 1.11 "Celebrity Influencer" refers to a public figure who is a recognized household name or pressworthy personality with a presence beyond social media—such as being featured in major media outlets, known for work in entertainment, or having a Wikipedia page—not solely a digital content creator. 1.12 "Reach" refers to the total sum of followers or combined followers from various influencer profiles engaging on the campaign. 1.13 "Affiliates" refers to influencers who participate in or activate as part of the campaign. 1.14 "Ambassadors" refers to high-performing influencers who consistently deliver above-average results in reach, engagement, or conversions.
2. SERVICES 2.1 Scope: Services will be provided in accordance with the individual SOW agreed upon between Client and Agency. 2.2 Changes: Any changes to the scope must be approved in writing by both parties. 2.3 Subcontracting: Agency may use vetted subcontractors or partners to fulfill portions of the campaign without prior written consent.
3. COMPENSATION 3.1 Fees: Client agrees to pay the fees outlined in the SOW. 3.2 Invoicing: Invoices are due upon receipt unless otherwise specified. Late payments may result in delayed campaign delivery. 3.3 Performance-Based Fees: If applicable, performance fees or affiliate commissions will be outlined in the SOW.
4. TERM & TERMINATION 4.1 Term: This Agreement begins upon signature and remains effective until terminated per this section. 4.2 Termination for Cause: Either party may terminate for material breach with 15 days written notice. 4.3 Termination for Convenience: Either party may terminate with 30 days written notice. Client shall pay for all work completed up to the termination date.
5. INTELLECTUAL PROPERTY & USAGE RIGHTS 5.1 Ownership: Unless otherwise noted in the SOW, all campaign content (including influencer UGC) remains the property of the creator. 5.2 License: Client is granted a non-exclusive, royalty-free license to use content for agreed platforms and durations outlined in the SOW. 5.3 Whitelisting/Boosting: Any paid media amplification of influencer content requires separate written approval and may incur additional fees.
6. CONFIDENTIALITY 6.1 Both parties agree to keep confidential all non-public business, technical, and financial information disclosed in connection with this Agreement.
7. BRAND SAFETY & CONTENT APPROVAL 7.1 Review Process: Client may review and approve influencer lists and content before launch, subject to campaign timelines. 7.2 Right of Refusal: Agency reserves the right to reject any influencer or content that it deems harmful to the brand or campaign integrity.
8. COMPLIANCE 8.1 FTC Guidelines: Agency will advise influencers to disclose partnerships in compliance with FTC and platform regulations. 8.2 Platform Terms: Client content must comply with TikTok, Meta, Amazon, and other relevant platform policies.
9. LIABILITY & INDEMNIFICATION 9.1 Limitation of Liability: Agency’s liability for any claim shall not exceed the fees paid by Client in the preceding 90 days. 9.2 Indemnification: Each party agrees to indemnify the other against third-party claims arising from its gross negligence or willful misconduct.
10. TERMS 10.1 Unique Influencer Profiles: Campaigns may include deliverables tied to unique influencer profiles, which refer to specific social media accounts. One creator may have more than one profile across platforms (e.g., Instagram + TikTok). 10.2 Interpretation: The count of unique influencer profiles governs deliverable volume and campaign scope unless otherwise stated in the SOW. 10.3 KPI Goals: Due to the organic nature of influencer and creator campaigns, KPI goals such as reach, engagement, or sales are treated as performance targets, not guarantees. The agency does not warrant or promise specific outcomes or activations.
11. GENERAL 11.1 Entire Agreement: This Agreement, along with the SOW(s), constitutes the full understanding between the parties. 11.2 Governing Law: This Agreement shall be governed by the laws of the State of Nevada. 11.3 Dispute Resolution: Parties agree to attempt resolution through mediation before seeking legal remedy. 11.4 Assignment: Client may not assign this Agreement without the written consent of the Agency.
[Addendum: Additional terms for affiliate/ambassador campaigns and whitelisted media usage to follow if applicable per SOW.]
Draft last updated: July 29, 2025