Master Service Agreement
Master Service Agreement
LaunchPreneur, Inc. (DBA: ViralBrand LLC, The McCord List)
Effective Between: LaunchPreneur, Inc. (hereafter “Agency”) and any Client executing a Statement of Work (“SOW”) or Agreement.
General Terms & Conditions
This Agreement governs all marketing, promotional, and advertising services provided by Agency, including campaigns involving influencers, creators, and/or celebrities (collectively, “Influencers”). Modifications to this Agreement or any SOW must be approved in writing by both parties.
1. Rates
Rates and deliverables are as outlined in the applicable SOW. Agency may update rate cards, service offerings, or terms upon 30 days’ written notice. Client may cancel the remainder of this Agreement within 10 days of such notice if they object to the change. Failure to provide written cancellation constitutes acceptance of the new terms.
Agency commissions for media management (e.g., digital ads) will be billed as a percentage of media spend unless otherwise stated, with ad procurement conducted through the Client’s ad account.
All influencer/creator fees include an agency fee and margin as outlined in our confidential rate card. Disclosure of fees is strictly prohibited to protect market integrity and Influencer relationships.
2. Payment
Client agrees to pay electronically (ACH, wire, credit card, or PayPal). Retainers are due upon agreement execution unless otherwise stated. Invoices are net 14 days. Late fees of $100/day apply past due. Agency may suspend work for unpaid invoices.
Payments are non-refundable unless otherwise agreed in writing. Delays in approvals or deliverables due to Client shall not delay payment obligations.
3. Termination by Agency
Agency may terminate immediately if:
Client fails to pay or perform obligations;
Client enters bankruptcy or dissolves;
Client is non-responsive for 14+ days;
Client is abusive or unprofessional to Agency staff or Influencers.
4. Termination by Client
Client may cancel services anytime. Monthly retainer work requires 30 days’ written notice.
Examples:
To cancel by June 10th, submit request by May 11th.
To end service by May 10th, submit request by April 11th.
Influencers engaged during the campaign may not be contacted directly post-campaign unless Client proves a pre-existing relationship.
5. Indemnification
Client holds Agency harmless from any claims, losses, or damages arising from content, claims, delays, or promotions provided by or on behalf of Client. Influencers are independent and their content represents their own opinions.
Delays in product shipment or payment may result in negative sentiment and affect deliverables. Influencers dropping out due to Client delays will count as an activation.
6–7. Errors, Credits & Make-Goods
Minor errors or under-deliveries do not constitute breach. Agency will correct material errors within 2 business days of notification. Credits must be requested within 2 business days of the issue.
Make-goods:
Up to 20% additional impressions for under-delivery
Credits capped at 100% of affected service cost (ads), or 20% (UGC/social content)
8. Advertising Agencies
If an agency acts on behalf of the Client, Client remains liable for all obligations, payments, and legal acknowledgments.
9. Ownership
Creative content produced by Agency remains its property. Clients receive a perpetual, royalty-free license to use approved deliverables. Influencer-generated content remains the property of the influencer but may be licensed for brand usage unless otherwise stated.
10. Taxes
Client is responsible for all applicable taxes.
11. Content Standards
Agency reserves the right to reject or modify advertising to meet industry standards.
12. Excusable Delays
Neither party is liable for delays beyond their control (e.g., pandemics, acts of God, labor strikes, platform issues). Client may cancel the Agreement if delays persist for more than 30 days.
13. No Waiver
Agency’s failure to enforce any term does not waive future rights.
14. Data Compliance
Agency complies with GDPR, CCPA, and CPRA. PII from Influencers is proprietary and will not be shared. Client agrees to respect all data privacy regulations.
15. Influencer Activations
Influencer marketing is inherently organic. Agency makes best efforts but cannot guarantee specific messaging or results. All influencer posts (paid or unpaid) count as activations. Influencers may post across multiple platforms or formats, each of which counts as a separate activation.
Client Approval Policy:
Client must approve or comment on influencer selections within 48 hours. Otherwise, Agency may proceed using its judgment. Once an influencer is activated, they count toward deliverables regardless of post content or Client campaign status.
16. Campaign Metrics
Metrics tracked may include:
Profiles Posted
Reach
Impressions
Engagements
Media Value
Link Clicks
Sales
Activity Timeline
Audience Insights
17. Product Sampling
Client will cover product and shipping costs. Minimum: 1 product or experience per influencer.
18. Miscellaneous
All clauses survive termination. This Agreement, SOWs, and rate cards represent the entire Agreement. Amendments must be in writing. This Agreement is governed by Nevada law, with jurisdiction in Nevada courts.
19. FTC Compliance
All parties agree to follow updated FTC guidelines on endorsements:
20. Nondisclosure
Client shall not contact influencers about fees. All influencer compensation includes a confidential agency margin. Violating this clause is considered a material breach.
21. Incentive Fulfillment
Client funds product gifting and shipping
Payments to influencers are managed solely by Agency
All services and campaigns must be prepaid
Client agrees to 30-day cancellation policy; no refunds will be issued
Authorization for ACH Payments
Client authorizes LaunchPreneur, Inc. to debit their account for payments. Notice of cancellation of authorization requires 30 days.
Ongoing Updates
Terms and conditions may be updated monthly in accordance with law. Clients agree to review the most recent version before signing any new SOWs.