Viral Marketing Stars® Terms and Conditions
Latest Update: 16 Aug 2021
1. What am I buying? How is this Agreement formed?
1.1 These terms and conditions (T&Cs) are entered into between (i) you and (ii) CFC t/a Viral Marketing Stars®️ . We ask that you read them prior to entering into this Agreement with us.
1.2 If you do not agree to any part of these T&Cs, do not click the ‘accept’ button or continue with the purchase.
1.3 References to ‘CFC’, ‘we’, ‘us’ or ‘our’ relate to Collaborate Forward Consulting Ltd t/a Viral Marketing Strs® of 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ and any brands we own including but not limited to Viral Marketing Stars®, The Viral Content Club®, 20k Nation®, katya.com, etc.. We are contactable by email at: [email protected]. References to ‘you’ and ‘your’ relate to the person or business entity set out in the details provided by you in your application form or any financial details provided to us (Your Details).
1.4 The Benefits to be provided under this Agreement are as set out on the check-out pages to which these T&Cs are attached (Check-out Page).
1.5 On the Commencement Date, you will get access to the benefits (Benefits) as more particularly described on the Check-out Page.
1.6 The Benefits may or may not consist of, but are not be limited to, a combination of the following:
(a) Templates, graphics, design tools, or a group of templates, resources, spreadsheets, scripts and course materials, provided in whatever format that are sold by us (Product) and which may be licensed to you under the terms of this Agreement, as either (i) an end-user or (ii) a reseller, or (iii) an agent.
(b) ready-made non-branded templates, which may include wording and pictures, and provided in whatever format that are sold by us (White-label Products) and which may be licensed to you under the terms of this Agreement as either (i) an end-user or (ii) a reseller or (iii) an agent.
(c) a ‘done-for-you’ service to be performed by us, which shall be more particularly defined in any separate proposal or quote distributed to you (Services),
(d) online access to a membership site, social media group, online training or other platform or site (Online Access),
(e) coaching, bootcamp, masterminds, intensives, calls, mentoring, training, guidance in meetings, events or meet-ups, either in person or online (via zoom, Facebook, Skype or Google Hangouts), in a group setting or on a one-to-one setting (Meetings).
(f) a commercial license for the use of Products for more than one end-user by any entity using the Products for more than one end-user (Agency License),
1.7 Other terms. Other terms may apply to the Benefits above and you should read and understand the terms that apply to the Benefits that you have purchased.
1.8 Exclusions. For the avoidance of doubt, if a Benefit is not referenced on the Check-out Page, it is not included in your Benefits and may be subject to other fees, charges or payments from you.
1.9 Definitions. All terms that are not defined in the T&Cs below (as defined below) are as defined on the Check-out Page. The definitions set out in the Check-out Page shall apply in these T&Cs.
1.10 This Agreement. Together these T&Cs, the Check-out Page, Your Details and any other policy form the entire agreement between us (this Agreement). In the event of inconsistency between these documents, the T&Cs will prevail, followed by the Check-out Page and then Your Details.
1.11 Third Party Terms. We use products and services from third parties to help us provide our products and services to you. Those third parties include Canva, Facebook, Google, Instagram, Kajabi and more. You may need an account with those third parties to get the most out of the products and services that we provide. You may therefore be subject to third-party terms, policies or user agreements. We are not affiliated with any such third parties. We do not have any control over those third-parties, the products and services they provide or their terms, policies or user agreements. We are not liable for any aspect of their products or services or their terms, policies or user agreements or any changes they may make to any of them, whether they impact your access to, or enjoyment of, our products and/or services.
1.11.1 Canva Content Licensing Agreement - By purchasing any of our Canva-related Products (or Benefits that contain Canva templates as deliverables), you are agreeing to the terms of Canva’s Content License Agreement, available at https://www.canva.com/policies/content-license-agreement/. We are not affiliated with Canva in any official way and Canva shall not be liable for anything arising from the creation (or purchase) of a third-party template.
1.12 Business Use Only. By entering into this relationship, unless you have purchased an Agency or Resale Licence, you are confirming that the Benefits are for your use only and are being used for business purposes, not for personal use or resale. This shall not affect your statutory rights, if applicable.
1.3 Non-Compete. By signing up for the Benefits, except when you sign up for an Agency or Resale Licence, you are confirming that you do not provide similar benefits to the Benefits to your customers. If you do provide similar Benefits then you will notify us in advance.
2. How is this Agreement entered into and how long will it last?
2.1 You are deemed to have accepted this Agreement on the date you make any payment to us for the Benefits and this Agreement is deemed to be effective from that date (Commencement Date)
2.2 The submission of an application form may be subject to our approval, in the event that your application is not approved by us then a refund will be provided to you.
2.3 This Agreement shall continue in full force and effect and you will receive access to the relevant Benefits until:
(a) the end of any subscription period (as set out in the Check-out Page);
(b) rejection of an application under clause 2.2;
(c) cancellation in accordance with clause 6;
(d) all Benefits have been materially provided by us; or
(e) terminated in accordance with clause 3 below.
3. How does this Agreement terminate?
3.1 We can terminate this Agreement, including access to all and any Benefits immediately without providing any refund, if we reasonable suspect that you:
(a) have breached any prohibited uses set out in our Code of Conduct or the Licence; or
(b) have committed a material breach of your obligations under this Agreement; or
(c) fail to pay any amount due under this Agreement on the due date for payment and such failure is not corrected within 14 days; or
(d) are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of an insolvent debtor; or
(e) enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
(f) convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
4. What happens after this Agreement is terminated?
4.1 Immediately upon termination for any reason, you will no longer receive access to the Benefits.
4.2 Without further notice to you, we will revoke the Benefits including but not limited to revocation or cancellation of all Online Access, any Licence for Products, any Meetings or Mentoring.
4.3 For the avoidance of doubt, unless indicated as a Lifetime Benefit, you will not receive access to any content, products, licences, services, social media platforms or any other benefit (whether or not a Benefit) following termination of this Agreement.
5. What you need to pay.
5.1 Payment for the Benefits shall be made in accordance with the Check-out Page or in accordance with any payment plan agreed in writing between us. Payment may either be for a one-off payment to be made on the Check-out Page (One-off Payment) if you buy an offer such as but not limited to the Viral Content Templates Variety Pack™ or a recurring monthly or annual payment (Subscription Payment) if you join an offer such as but not limited to the Viral Content Club™ or 20k Nation / VIP.
5.2 The Check-out Page and the package you choose will specify whether a One-off Payment or a Subscription Payment will be taken and, for Subscription Payments only, whether monthly or annual payment is due.
5.3 Subscription Payments for our membership offers will be set up as automatic renewals and will be taken automatically through our online payment method, you will be automatically charged on a recurring basis.
5.4 If we do not receive any payment (including a Subscription Payment) on any date on which it is due we may immediately revoke, remove and suspend your Benefits (including access to the Benefits) until payment is received.
5.5 Time for payment shall be of the essence.
5.6 Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 10% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
5.7 All payments due under this Agreement must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
5.8 All payments must be made in the currency set out on the Check-out Page, unless otherwise agreed in writing between us.
6. What are my rights to cancel and receive a refund?
6.1 There is no right for you to receive a refund under this Agreement under any circumstances at any time, except as determined by a court of law. For the avoidance of doubt, clause 1.12 shall apply.
6.2 If you make a One-Off Payment, you may cancel this Agreement at any time. You will continue to access the Benefits until this Agreement is terminated under clause 2.3.
6.3 Changes to or cancellations of your payment details for Subscription Payments must be made in writing to the [email protected] no later than 5 days prior to your scheduled payment date. We will not be responsible for any charges or penalties charged to you by third parties.
6.4 If you agree to a Trial Period, your payment settings will be set to auto-renew. You may cancel this Agreement at any time during the Trial Period without incurring a Subscription Payment. At the end of the Trial Period, you will automatically be charged a Subscription Payment.
6.5 Upon cancellation of the Agreement by us, you will immediately pay any outstanding amounts, including any missed payments due to us in accordance with this Agreement, including any payments due for the Benefits up until the termination.
6.5. All subscription plans (including but now limited to the Viral Content Club™ or 20k Nation memberships) will automatically renew.
7. What happens if I have a complaint?
It is our aim to provide a high quality of service at all times, if at any time you would like to discuss with us how the Benefits or our service to you can be improved or if you are dissatisfied with the Benefits you are receiving, please let us know in writing at [email protected]
8. Specific terms
8.1 We will provide guidance, information and suggestions during Meetings. This should not be deemed to constitute advice.
8.2 If the Benefits include Meetings the dates, times and locations of those Meetings, are fixed by us and notified to you by email, through a group or other method of communication agreed between us. It is your responsibility to register for and attend these meetings and no alternative or replacement dates, times or locations are available
8.3 We reserve the right to amend or adjust any schedule of Meetings at anytime for any reason.
8.4 No refunds will be made or credit provided in whole or in part, including refunds for missed, cancelled, unused or rearranged Meetings.
B. Agency or Resale License (White-Label)
8.5. Subject to your compliance with these T&Cs, any Special Terms (as defined below), the Licence, and payment of the applicable fees and White-label royalties, You may be granted an annual licence as an agent or as a reseller to (i) use our White-label Products or our Products with third parties or (ii) resell our White-label Products or our Products with third parties (an Agency or Resale Licence).
- 8.5.1. To avoid any confusion, by Agency License, we mean any content creation services you provide to clients by using our Products but no re-selling the actual products as bundles, products or easy-to-edit client packages. Agency License gives you a license to use the client's branding to create content on their behalf.
- 8.5.2. White-label (or Resale) license on the other hand may allow you (depending on the Special Terms) to re-sell the templates as a paid product or a free bonus inside a product or upsells as part of a product. It may also allow you (depending on the Special Terms) to change the templates to your own branding and re-sell them as part of your brand.
8.6. Each Agency or (White-Label) Resale Licence is subject to special terms, as more particularly described on each Agency or Resale Licence Check-Out Page or confirmation email (the Special Terms). The Special Terms will confirm the resources, experiences, third party uses or resale limits, applicable fees and royalties, restrictions and any code of conduct that You must adhere to when using, selling or acting as an agent or reseller under such Agency or Resale Licence.
8.7. You must receive prior written permission from us to do anything not specifically set out in the Specific Terms. Any non-approved sales outside of the Special Terms will automatically entitle us to a royalty fee of 150% of all sales relating to the sale of the Resale Product.
8.8. If you choose the Resale License (White-label), the licensed Resale White-label Products may only be repurposed with your own branding, and your clients will only be able to use them for their own branding purposes.
8.9. If you choose the Resale License (White-label), our branding may only be used upon receipt of written approval of final designs and provided these include a statement noting that the designs were “made in collaboration with Viral Marketing Stars® ”.
8.10. All fees and royalties (applicable for White-label Resale) are as set out in the Special Terms. The royalties are payable in perpetuity for as long as you make any sale or act as an agent for our products (whether as a white-labelled product or a branded product).
8.11. All Agency or Resale Licences will renew automatically unless you notify us in writing, no less than 30 days before the renewal date, which shall be 12 months after the day you subscribe, that you do not wish to renew the annual licence or subscription.
8.12 In the event that you are granted an Agency or Resale Licence, You undertake to include within your terms of business with each of your clients receiving any White-label Products
(a) the fee they will have to pay for the White-label Products, if any; and
(b) the licence terms that will apply to them, and in particular, they will notify their clients that the White-label Products are for the branding of their own business only, not for gifting or re-sale or branding for a third party.
8.13. In order to monitor compliance with the Special Terms, these T&Cs and the Licence:
(a) For White-label License, you will provide, in the first 5 days of each month, a monthly sales report which shall include details of the number of sales made in that period, when the sales were completed, the revenue booked and the revenue collected. We may, by giving you one month’s written notice and providing you with a template, request that you submit these monthly reports in a specific form;
(b) We may appoint a third party to inspect and audit all records relating to the sale of the White-label Products or Products and grants of licences, calculation of royalties, and your books and accounts at our expense, unless a breach is discovered, at all reasonable times and on reasonable notice.
(c) For White-Label Licnese, you will grant us access the Facebook group where the White-label Products or Products are being distributed
8.14. In the event that a breach of the Special Terms , these T&Cs and or the Licence are discovered, including but not limited to failure to pay the applicable fees and or royalties or the gifting or on-sale of the White-label Products or Products in contravention with the Special Terms or the gifting or on-sale or branding for a third party of the White-label Product or Products by the clients of the individuals delivering coaching programmes, we reserve the right to suspend or terminate the licence(s) granted, and the terms of clauses 4 and 6.1 will apply.
9. What we will not accept responsibility for.
By entering into this Agreement, you acknowledge and agree that:
9.1 Any information, mentoring or guidance provided by us (or any person representing us) is not intended to be personal or specific to you and is not intended to constitute ‘advice’ of any type.
9.2 To the maximum extent permitted by law, any implied terms and warranties are excluded (including those implied by trade, custom, practice or course of dealing). In particular no warranty or guarantees are made in relation to any results that will be achieved by you as a result of the Benefits. No promise is made to get you any publicity or make introductions as a result of the Benefits.
9.3 You have not relied on any statement, promise or representation made or given by or on our behalf, including those that are made on the Check-out Page that do not relate to the specific commercial terms of this Agreement.
9.4 To the maximum extent permitted by law, our aggregate liability arising out of or related to any Benefits or this Agreement, whether in contract, personal injury, damage to belongings or otherwise shall not exceed the amounts actually paid by you under this Agreement during the Benefits.
9.5 To the maximum extent permitted by law, we will not be liable to you in any way for:
9.5 (a) any indirect, special, or consequential loss, damage, expense, cost, loss of income, business, data, goodwill or profits, or for any loss or damage that was not reasonably foreseeable by us at the time you entered into this Agreement, including any business interruption, third party claims, changes to the Benefits or cancellation; and
9.5 (b) any event that we cannot reasonably control and which would have been unavoidable (despite reasonable commercial efforts to prevent the event happening) or resulting from us complying with any relevant requirement under any law or regulation to which we are subject
9.6 Except for actions for breach of intellectual property rights (clause 10) or confidentiality (clause 11) no action (regardless of form) arising out of this Agreement may be commenced by either party more than one year after the cause of action accrued.
9.7 We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Benefits or the performance of any of our other obligations under this Agreement.
9.8 Nothing in this Agreement shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
9.9 In the event of a failure to pay by you, you shall indemnify and keep indemnified, CFC against, and shall pay to us all amounts due to us, including all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Company arising out of or in connection with non-payment.
10. Who owns the intellectual property rights in the Benefits?
You acknowledge and agree that:
10.1 All of our Intellectual Property Rights and the Benefits are subject to our acceptable use policy (Code of Conduct) and licence terms (Licence), copies of which are available by emailing [email protected]. By entering into this Agreement, you understand that the Code of Conduct and the Licence apply and that any breach of these may result in termination of this Agreement and may result in other consequences set out therein.
10.2 We are the owner of the registered trademarks Viral Marketing Stars®, Make Your Message Famous®, 20k Nation®, Creators of Impact®, The Viral Content Club®, The Viral Bundles System® , The Viral Content System®, the Viral Launch System®.
10.3 All material relating to us, including all Products, Meetings, Services, Online Access, provided to you, whether presented before, during or after your Benefits commence, are part of our intellectual property rights, which include our Registered Trademark, other registered and unregistered rights in any copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, get-up, database rights, and all similar rights (Intellectual Property Rights).
10.4 If your Benefit is or includes a Product then we grant to you during the term of this Agreement only, a non-exclusive and revocable licence for one user in the country in which you are based, to use our Intellectual Property Rights for the purposes set out in the Licence terms and our Code of Conduct only.
10.5 By entering into this Agreement, you are agreeing that you will not, at any time, do anything that would infringe our Intellectual Property Rights, including our Registered Trademarks or License terms or copyright in any Product or Benefit, including recording, reusing, duplicating reselling or reproducing in whole or in part any information, documents or online content, except without our prior consent.
10.6 If the event that you have (in our reasonable opinion) breached the Code of Conduct or the Licence, we shall submit to you an invoice, immediately due and payable, for the amount of the current reseller licence fee and the reseller terms of business and shall be deemed to apply as may be requested from [email protected] from the Commencement Date and all Fees due thereunder shall become due and payable immediately.
10.7 You grant to us your irrevocable consent to re-use any of your social media posts, videos, emails relating to CFC, including any screenshots and any testimonials provided at any time and in any format to used at our discretion.
10.8 You shall indemnify, and keep indemnified, CFC from and against any losses, damages, liability, costs (including legal fees) and expenses which CFC may suffer or incur arising out of (directly or indirectly) or in connection with:
10.8.1 any act or omission by you that is in breach of this Agreement;
10.8.2 any breach by you of any of warranties or representations in this Agreement;
10.8.3 any third party claim relating to the provision, supply or use of any of our products or services to the extent that any such claim relates to any act, omission, neglect or default by you, including any failure by you to comply with the terms of Canva's Content License Agreement or any other third-party terms, policies or user agreements (whether identified in clause 1.11 above or not);
10.8.4 any action by Canva against CFC including where Canva suspends or terminates CFC's account or initiates any claim or legal proceeding against us (or threatens to do so) as a result of your breach of the Agreement or Canva's Content Licensing Agreement.
11. What are the obligations with respect to privacy and confidentiality?
11.2 Neither party will make any negative statements against the other party.
11.3 You may be asked to complete a non-disclosure agreement (NDA) and if you have signed such an agreement, the terms of the NDA apply as if incorporated herein.
11.4 We may contact you (by mail, email, telephone, SMS or via the internet) in relation to the Benefits or other events, products or services in which you may be interested. If you wish to opt-out of such communications, please write to us at [email protected]. We will not give your personal data to any other third party without your prior written consent.
11.6 Since certain information may be disclosed by you or other participants during any Meeting, it is important, that you help us to maintain your privacy and confidentiality and those of other participants by acknowledging and agreeing:
11.6 (a) that the information discussed by other participants may be private or confidential; and
11.6 (b) not to directly or indirectly communicate or disclose (whether in writing, orally or in any other manner) any information that is stated by a participant to be confidential, if disclosed within a Meeting.
12.1 If an event occurs outside our reasonable control, which may include, but is not limited to the unavailability of key personnel, the means of communication being down, or key materials (without which we cannot provide the Benefits or the Benefits) we will notify you by email. In such an instance, we will not be liable to you for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, pandemic, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Benefits to be carried out under this Agreement.
12.2 The following clauses shall survive termination of this Agreement: (clause 9), intellectual property rights (clause 10) indemnity (clause 10.8) or confidential information and privacy (clause 11), and General (clause 12)
12.3 The Benefits and Benefits therein, will be provided with reasonable skill and care, however, in the event of any query or complaint in connection with the Benefits, please email us at [email protected].
12.4 This Agreement is not enforceable by any third party (whether under statute or otherwise).
12.5 Any notices under this Agreement will be provided to you via the email address you provide in Your Details.
12.6 Severability. If any of the provisions in this Agreement shall be held to be illegal or unenforceable in whole or in part under any enactment or rule or law, the provision in question shall, to that extent, be deemed not to form part of this Agreement or shall apply with such deletions as may be necessary to make it legal and enforceable and the enforceability of the remainder of this Agreement shall not be affected.
12.7 Assignment. This Agreement and the benefit of the rights granted to you by this Agreement shall be personal to you and you will not subcontract, novate or assign the Benefits or rights herein to another party without the prior written consent of the Company.
12.8 Waiver. The failure of a party to exercise or enforce any right under this Agreement shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of it at any time or times thereafter.
12.9 This Agreement, together with the Code of Conduct and the Licence, constitutes the entire agreement between the parties in relation to its subject. No other terms apply.
12.10 We reserve the right to make amendments to these T&Cs at anytime by giving notice to you. You cannot make amendments to these T&Cs without our prior written consent.
12.11 Unless otherwise agreed, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
12.13 This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation. However, in the event of a dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, before issuing any legal proceedings, the parties shall seek settlement of that dispute by mediation in accordance with the procedure recommended by CEDR https://www.cedr.com/. The requirement to mediate prior to issuing any legal proceedings shall not prevent either party seeking urgent interim relief or issuing proceedings where any relevant limitation period is about to expire.