Viral Engine ("The Platform") is an Agency built on the HighLevel platform (www.gohighlevel.com). All of the terms and conditions from HighLevel are considered to also be in effect for Viral Engine unless overridden below. You can view a copy of the HighLevel Terms and Conditions by clicking this LINK.

Specific overrides to the HighLevel Terms and Conditions are the following:

LAST UPDATED: January 1th, 2024

Overview

These terms of service (“Terms of Service”) are entered into between you and Viral Engine LTD. The Terms of Service govern your access to and use of the Viral Engine website www.viral-engine.app
including any content, functionality, communication channels, software, and Services offered on or through it (the “Platform”).

All use of Viral Engine Software and Products are subject to these Terms of Service and all incorporated policies (“Agreement”). This Agreement contains the terms and conditions under which Viral Engine LTD and its affiliates (“Viral Engine”) provides its Products to clients and describes how the Products may be accessed and used. When you purchase Viral Engine Products, or otherwise use or access a Viral Engine Site or Product, you agree to be bound by this Agreement and applicable laws, rules, and regulations.

BY ACCESSING, USING, OR INTERACTING IN ANY WAY WITH ANY VIRAL ENGINE PRODUCTS, YOU ARE AGREEING TO AND ACCEPTING ALL TERMS AND CONDITIONS CONTAINED HEREIN.

By using the Platform, you agree to be bound and abide by these Terms of Service. Viral Engine may terminate your ability to use the Platform without notice if you do not comply with these Terms of Service. If you do not agree to these Terms of Service, you must not access or use the Platform.

You must be at least eighteen years old to access any Viral Engine Sites. If you are under eighteen years old, you may not use the Sites or purchase any product or service from Viral Engine without the supervision and consent of your parent or guardian.

If you collect Personal Data from residents in the European Economic Area (EEA), the United Kingdom or Switzerland, you must read and accept the Data Processing Addendum ("DPA") to this Licence (find DPA link in the footer of this page), and you understand and agree the DPA modifies and forms a part of this Agreement. You further understand that Viral Engine may begin tracking or collecting information from visitors who come from third-party email or advertisements immediately.

Definitions

“Affiliates” – Viral Engine’s Affiliates may include subsidiaries, subcontractors and sub-processors. Viral Engine may subcontract any work under these Terms to a third party or Affiliate without Client’s prior written consent.

“Client” or "You" means the individual or entity using any Viral Engine Products, subject to this Agreement. By accessing or using Viral Engine Products or services, You, as the Client, represent that You are authorized to access and/or to use the Products, and if You are an entity, only individuals within Your organization are authorized and permitted to do so (each an “Authorized User”). Client and each Authorized User agree to abide and be bound by these Terms.

“Client’s Agreement” means this Agreement together with the applicable billing rates found in the client billing portal.

“Confidential Information” means, except as set forth in the following paragraph: (a) Customer Data; (b) the terms of this Agreement and (c) any commercial, financial, marketing, business, technical or other data, security measures and procedures, know-how or other information disclosed by or on behalf of the disclosing party to the receiving party for purposes arising out of or in connection with this Agreement, that: (i) in the case of information in tangible form, is marked “confidential” or “proprietary;” (ii) in the case of information disclosed orally, visually or any other intangible form, is designated confidential or proprietary at the time of disclosure, and if disclosed orally, is summarized in reasonable detail in a writing delivered to the receiving party within ten (10) days following disclosure; (iii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary; and (iv) will include any reproduction of such information in any form or medium, or any part of such information.

Notwithstanding the foregoing, the following shall not be Confidential Information: (1) information that was in the public domain at the time of its disclosure, or which becomes public domain property through no fault of the receiving party; (2) information that was rightfully in the receiving party’s possession without restriction prior to disclosure; (3) information that was rightfully disclosed to the receiving party by a third party without restriction (4) information that was independently developed by employees and/or contractors of the receiving party who did not have access to and without use of or reference to the disclosing party’s Confidential Information; and (5) aggregate data collected or generated by Viral Engine or on behalf of Viral Engine regarding Viral Engine’s Products (for purposes of providing or improving our Products, benchmarking system performance, preparing statistics and system metrics, marketing and other purposes) that does not contain any personal information and other Customer-specific information.

“Customer Data” means all electronic data or information submitted to and stored in any Viral Engine Products by Client and/or Authorized Users.

“Electronic Communications” means any transfer of signs, signals, texts, electronic mail, images, sounds, data, or intelligence of any nature transmitted in whole or in part electronically received and/or transmitted through the Products.

“End Users” means Client’s customers, subscribers or users.

“Privacy Policy” means the Viral Engine Privacy Policy, set forth at which is expressly incorporated into this Agreement by reference.

“Products” means, collectively, the Viral Engine suite of Software, services, Sites, platforms, and tools, including all Software and Sites which are governed by this Agreement.

"Site" means any site where You access the Products, including but not limited to www.viral-engine.app , and other associated sites operated or controlled by Viral Engine, including but not limited to www.viral-engine.com , unless expressly excluded or where a separate policy is provided (collectively, “the Sites”).

"Software" means any Viral Engine software including any web- or cloud-based application, mobile app, server-based application, client, desktop or standalone software application, plugin, or add-on, including but not limited to Viral Engine. "Software" also includes all documentation, manuals, tutorials, user guides, videos, and accompanying or associated materials whether printed or electronic.

“Third Party Applications” means applications, integrations, services, or implementation, customization and other consulting services related thereto, provided by a party other than Viral Engine (“Third Party Applications”) that inter-operate with the Products.

Your Use Of Communications Features of the Services

Viral Engine is the provider of Services for your use, which may include certain communications features such as SMS, MMS, email, voice call capabilities and other methods. You agree that:      

You are exclusively responsible for all communications sent using the Services, including compliance with all laws governing those communications such as the Telephone Consumer Protection Act (“TCPA”) and the CAN-SPAM Act, and you agree that you understand and will comply with those laws. ·      

You understand that your use of the Services may violate applicable laws if you do not comply with them. HighLevel is not responsible for your compliance with laws and does not represent that your use of the Services will comply with any laws. You should consult a lawyer for legal advice to ensure your communications comply with applicable law. ·      

Viral Engine is a technology platform communication service application provider only. Viral Engine does not originate, send, or deliver any communications to any recipient via SMS, MMS, email, or other communication method; ·      

You, not Viral Engine are the maker or initiator of any communications. You control the message, timing, sending, fraud prevention, and call blocking. The Service is purely reactive and sends messages only as arranged and proscribed by you. All communications, whether, without limitation, SMS, MMS or email, are created by and initiated by you and/or your Clients, whether generated by you or sent automatically via the Services at your direction. ·      

Any customer data provided to Viral Engine through any means, including without limitation, by inbound text, data imports, tablet sign-ins, API calls or manual entry, only includes data from individuals who have explicitly opted into your communications program and have explicitly agreed to receive your communications (whether by SMS, MMS, email, voice communication or other method) in accordance with applicable law, including without limitation the TCPA.

Limited License And Prohibited Uses

Client’s licence to use the Products and receive Support is contingent on Client making timely payments as set forth in the billing section below and keeping its client information up to date at all times.

When enrolling in, subscribing to, or purchasing any Viral Engine Product(s), Client must provide only true and accurate information, which client agrees to keep current, complete, and functional. Client’s entry of any information on our Sites is your promise that any name, mailing address, e-mail account, and/or credit card information you provide is accurate, functional and is registered to you and/or your use of such information is with permission. Client understands and agrees that Viral Engine can bar your access to and use of the Sites and/or Products if Viral Engine believes that Client has provided untrue, inaccurate, not current, or incomplete information. Client also agrees that if Client is ordering or purchasing Products or services on behalf of a company or other entity, that Client has proper authority to commit that company in such a transaction. If Client is using a pseudonym, nickname, assumed name or the like (where permitted), Client agrees that you will nonetheless provide accurate information to our processing company where required (e.g., your real name in connection with a credit card account) so that Client can be billed for one-time or recurring fees.

Viral Engine grants Client a limited, revocable, non-assignable, non-exclusive, and non-transferable to use the Products that comprise Client’s Agreement, subject to Client making its payments, and Client agrees to comply with any restrictions herein. Certain Viral Engine Products utilize, interface with, or operate in connection with services provided by or through HighLevel, Amazon AWS, MailGun, Twilio and/or any of Viral Engine’s integration partners. Client’s licence is therefore also subject to all applicable limitations, terms and conditions of service for these services to the extent they control content or usage. Client agrees to comply with all such limitations, terms, and conditions in connection with Client’s usage of Viral Engine Products.

Except to make the Services available to you and your end users, as expressly permitted under these Terms of Service, any other use, including the reproduction, modification, distribution, transmission, republication, framing, display or performance of Platform Content without prior permission of Viral Engine is strictly prohibited.

This Licence is personal to Client; Client may not transfer any rights or duties contained in this licence. Except as may be provided in the Client’s Agreement, client may not licence, sub-licence, assign or otherwise dispose of all or any part of the Products or any of the limited rights granted to Client to any third-party. Client shall not remove, move, or relocate any Products from any Site or any server on which they are located unless Client receives advance written authorization from Viral Engine.

You may not remove any Marks or other proprietary notices, including, without limitation, attribution information, credits, and copyright notices that have been placed on or near the Platform Content. You, your employees, and your end user clients (“Clients”) may use the Platform only for lawful purposes and in accordance with these Terms of Service.

You agree that you (the Client), your employees, and your Clients will not: ·    

- Use the Platform or any Services in any way that violates any applicable law or regulation. ·      

- Use the Platform or any Services for the purpose of exploiting, harming or attempting to exploit or harm anyone in any way. ·      

- Send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Service. ·      

- Transmit, or procure the sending of, any unlawful advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation. ·      

- Impersonate or attempt to impersonate Viral Engine or HighLevel, a Viral Engine or HighLevel employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing). ·      

- Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform or any Services, or which, as determined by Viral Engine or HighLevel, may harm Viral Engine or HighLevel, or users of the Platform or expose them to liability. ·      

- Use the Platform or any Services in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party's use of the Platform, including their ability to engage in real time activities through the Platform. ·       - Use any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform. ·      

- Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without Viral Engine or HighLevel’s prior written consent. ·      

- Use any device, software or routine that interferes with the proper working of the Platform or any Services. ·      

- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful. ·      

- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, any server, computer, or database connected to the Platform, or any Services. ·      

- Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack. ·      

- Otherwise attempt to interfere with the proper working of the Platform or any Services.

Viral Engine Software:

This licence is limited to one runtime, session and/or repository instance. Additional payment or subscription is required for each additional runtime, session and/or repository instance. Separate licence fees and validation codes are required for each business entity to use any of the Products that comprise Client’s Agreement. Only Authorized Users may use the Products that comprise Client’s Agreement. Furthermore, no account may be sublet or used on behalf of any business other than the account owner's.

Client’s use of Viral Engine Products is subject to the Acceptable & Fair Use Policy set forth below. Client may also be subject to specific limitations based on Client’s corresponding Agreement. Viral Engine will use reasonable efforts to inform Client of such limitations prior to and at the time of purchase. Limitations may also be imposed by third parties over whom Viral Engine has no control. For example, a third-party may refuse to process certain types of transactions, or transactions from certain locations, or transactions for certain goods or services. Viral Engine will use reasonable efforts to communicate any such limitations to Client. Other limitations may apply to Client’s usage of particular features or certain aspects of the Viral Engine Products. Client will be responsible for usage fees in excess of Client’s limits. Viral Engine will publish the fees for any such usage and reserves the right to revise such fees in its sole discretion. YOU ARE ALSO RESPONSIBLE FOR TIMELY PAYMENT OF YOUR USAGE OR OTHER FEES, AND YOUR licence MAY BE TERMINATED FOR NONPAYMENT OF ANY SUCH FEES.

By accepting this Agreement, Client acknowledges that any licence(s) Client may have had to prior versions of Products licenced by Viral Engine terminates upon Client entering a new corresponding agreement. Client agrees that it will not rent, lend, or transfer any Products that comprise Client’s agreement or any of its rights under these Terms without the express written permission of Viral Engine.

Viral Engine Sites:

As this licence relates to use of any Viral Engine Sites, Client understands that the Sites or portions of the Sites are publicly available and that if you post on a public site or via social media, your post (including any personal information therein) may be publicly accessible via search engines and other means on the public internet. Viral Engine assumes no responsibility for information that Client makes public, and Viral Engine will not be liable for any harm or damages that may arise from disclosure of Client’s personally identifiable information made by others not in Viral Engine’s control. Client should use care to avoid posting information which Client does not wish to disclose on a public site or via social media. If Client posts via social media, Viral Engine has not control over the content of such posts.

Authorized Uses of The Site(s)

Client’s Use of the Sites is Subject to This Limited licence, The Viral Engine Sites, and all content thereon (the “Content”), is the exclusive and private property of Viral Engine. Use of the Sites is permitted under a “limited licence” that provides Client limited access under this Agreement.

Client’s access can be revoked without warning if Client violates any terms of this Agreement. Except as otherwise expressly provided, Client’s right to access and to use the Viral Engine Sites is personal to Client. Client may not share your access, username, login, or password to the Sites, or to any Software, Products, or services offered via the Sites. Client agrees to keep login credentials secure, and to comply with all password security policies, including password change and complexity requirements. Client understands that if you are prompted to change your password, you may lose access to the Sites, Software, Products, or services if you fail do so.

Client may use a standard web-browser (e.g., on a desktop, laptop, or similar computer, or on a portable device such as a tablet, smartphone, or other mobile device) to access the Sites, Software, Products, and services. All other software to access the Sites, the Content, or Viral Engine’s database(s) is in violation of this Agreement.

Permissible uses of the Viral Engine Sites include all the uses which would normally be associated with a site of this nature, and which are not expressly prohibited herein. For example, Viral Engine Sites may provide videos or posts – Client can view them and replay them. Some Content may include an invitation or opportunity to comment, discuss, or post questions or feedback via the Sites or via social media. Client may also have opportunities to participate in Viral Engine polls, surveys, discussion threads, forums, or the like. Client may also have the ability to interact with and share experiences with Viral Engine or other users.

Client may also provide feedback or input to Viral Engine directly in certain areas of the Sites, such as where comments are permitted. Client can share the Sites with others via social media; however, Client may not provide any link to an internal page on the Sites that is not public, whether or not Client has a URL for such page. Client may have access through the Sites to Software, Products, or services that Client has licenced, purchased and/or subscribed to from Viral Engine. In most cases, Client must provide login credentials to gain access.

Copying, Downloading, & Sharing (intellectual property rights)

Viral Engine and its Affiliates own all rights, title, and interest, including all related Intellectual Property Rights, in and to all Viral Engine Products and services, and any suggestions, ideas, enhancement or development requests, feedback, or recommendations provided by Client relating to the Products and services. The Viral Engine name and logos, as well the Product names and logos associated with all Viral Engine Products and services are trademarks of Viral Engine or its Affiliates.

Client understands and agrees that the Content on the Sites is subject to copyright laws in the UK and internationally. Client may only copy or download content or information on the Sites that is expressly provided for that purpose and confirmed to do so by Viral Engine. Client understands and agrees that Viral Engine, in our sole discretion, can decide which content Client may download, copy, and/or share and that Client will abide by our decisions and policies with regard to our content. Client understands that if you do copy or reproduce any information without permission, Viral Engine may immediately terminate your access to the Sites and/or to the Products or services.

If a file is made available for and intended for downloading, there will be downloading instructions indicating whether the file may be downloaded and/or shared. If a downloadable file does not expressly state that Client may share it, then Client shall not do so without Viral Engine’S advance written permission. Client agrees to respect Viral Engine’s intellectual property rights and understands that Client may not download or copy ANY of Viral Engine’S Content in ANY area of the Site, except where permission to do so is expressly provided, or unless such information is provided on specific parts or portions of the Sites, such as a “Downloads” or “Free Resources” section.

Unauthorized use of the Sites or the content is strictly prohibited.

While there are many permitted uses of the Viral Engine Sites as detailed above, not all uses are permitted. Except as expressly provided, no commercial uses are allowed of the Site(s) or any of the Content without the advance written permission of Viral Engine. Any use of the Sites that could in any way damage or impair the functionality for other users to any extent is prohibited.

Client may not download or copy Viral Engine information directly or employ any automated device, software tools, harvester, extractor, scraper, spider, robot, program, code, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, or copy the Sites or any portion thereof, or any Content. Client may not reproduce the Sites or portions thereof in any way, or ‘mirror’ the sites at a separate location or server. Client may not obtain or attempt to obtain any Content through any means not purposely made available through the normal use of the Sites (e.g., using a standard web browser).

Client also expressly agrees not to attempt to reverse engineer, replicate, or circumvent any Software, Product, or service feature of the Sites, or that is marketed through the Sites.

Client also agrees not to attempt to divert traffic from the Sites by use of a confusingly similar domain name. Client agrees not to claim or suggest ownership or control of the Sites, or to imply or suggest any non-existent affiliation with the Sites. Client agrees not to use comment or feedback threads to post support issues, complaints, or issues related to sales, or problems with access to Software, Products, or services including Viral Engine, or others. Client also agrees not to use such opportunities for posting comment spam, links to other software, products, or services, or attacking other users. Client understands and agrees that any such prohibited uses may result in the loss of access to the Sites, Software, Products, or services without warning or refund.

Client also may not attempt to gain unauthorized access of any kind to the Sites, or to any Software, Product, or service offered through the Sites via any means including hacking, password guessing, backdoors, code injection, or any other means. Client also agrees that you will not engage in any activities using the Sites that violate applicable laws or regulations in your jurisdiction. Such uses are strictly prohibited and include but are not limited to, invasion of privacy laws, laws pertaining to defamation or libel, or the like.

Specifically, regarding all Viral Engine Software, Viral Engine retains all ownership including all right, title, and interest in and to the Software, the underlying code, and any copies thereof. Regarding Viral Engine Sites, all Content (including e.g. text, graphics, video, video scripts, music, artwork, sounds and sound tracks, visual components, photographs, and computer code, as well as branding, logos, and such), including but not limited to the individual design elements, selection, layout, coordination, structure, expression, and sequencing, user interfaces, “look and feel,” and arrangement on the Sites, or in the Software, products, or services offered through the Sites is owned or controlled by, or under licence to Viral Engine and is protected by US and international copyright, trademark, trade dress, and various other applicable intellectual property rights, including unfair competition laws.

The prohibition on removing copyright and similar notices applies to any downloadable files that may be provided on the Sites, even where Viral Engine gives Client permission to share those files with others. Client must share the file only as Viral Engine provides it and Client shall not remove any Viral Engine marks, notices, or legends. Third party content, if any, provided by users may be copyrighted by such third parties and its use on the Sites is with permission, or solely for discussion, commentary, and/or educational purposes, and is believed to be a fair use within the meaning of 17 USC § 107.

Client understands and agrees that Viral Engine has and keeps all proprietary rights including without limitation all intellectual property rights therein, including copyrights, patents, and trademarks which all remain exclusively Viral Engine’s property.

More particularly, Client agrees and acknowledges that the Software is Viral Engine’s exclusive property, and that the Software is protected by copyright, trademark protection, database rights, and other intellectual property rights, and may be the subject of patent protection. Viral Engine grants Client no express or implied rights under Viral Engine’S copyrights, trademarks, patents, or other intellectual property or proprietary rights. Client further understands and agrees that Client shall not, in whole or in part, adapt, alter, assign, clone, copy, create a derivative of, decode, decompile, disassemble, distribute, lease, licence, modify, publish, reproduce, reverse engineer, sell, transfer, translate, or vary the Software without the prior written authorization of Viral Engine, directly or indirectly through any person in Client’s employ or under Client’s authorization, direction, or control.

Client further understands and agrees that to the extent that any Viral Engine Software utilizes, incorporates, or references any third-party software, those portions may remain the intellectual property of such third parties. To the extent that any Viral Engine Software utilizes or references any modules, libraries, or the like, that include code that is subject to restrictions on proprietary rights, or which require public licensing terms, those restrictions or terms only pertain to such modules or libraries and do not alter this Agreement, or Client’s rights hereunder, or any proprietary rights as between Client and Viral Engine.

If the Client wished to transfer their account away to another GoHighLevel system, they must first remove all funnels and/or website templates, including email copy that was provided by Viral Engine. Our funnels and/or website templates are specifically ONLY for Viral Engine paying members.

The only rights Client has regarding the Products are those usage rights expressly provided in this Agreement. Client also understands that Client may not, directly or indirectly, remove any Viral Engine proprietary notices from any Product, including copyright notices, trademark notices, or notices or markings regarding patents or patent status. Likewise, any third-party notices or markings must remain intact. Any effort to remove, replace, or obscure such marks is a violation of this Agreement, and Client’s access and/or agreement may be terminated immediately without refund.

Client retains all right, title, and interest in and to Client’s Data, including User Content. Client is solely responsible for Client’s User Content and the consequences of creating, copying, submitting, storing, distributing, publishing, selling or offering for sale any User Content using Viral Engine Products. Client agrees, affirms, and warrants that Client owns or has the appropriate licences, rights, or permissions necessary for any User Content that is in whole or part, copied, used, distributed, or submitted by Client using Viral Engine Products. Viral Engine is not responsible for any interactions between Client and End Users, other than providing the technology for Client to make its content available. Viral Engine is in no way liable for any disputes, claims, losses, injuries, or damage of any kind that may arise out of Client’s relationship with End Users, including any End User reliance upon any information or content that Client provides.

Viral Engine will never use its licence to Client’s User Content for any purpose other than to enable the Products to perform their functions. Except as required to perform the intended functions, Viral Engine will always ask for Client’s permission in cases where Viral Engine desires to use Client’s User Content beyond a nominal/inadvertent manner for promotional purposes.

However, solely for the purpose of enabling the Products to perform their functions, including, the distribution, reception, or sharing of such User Content with recipients of Client’s User Content, as well as to cover nominal and/or inadvertent uses of Client’s User Content by Viral Engine (or our successors and/or affiliates) in the process of promoting any Products in any media formats and through any media channels, by using such content in connection with the Products or in creating User Content, Client hereby grants Viral Engine a worldwide, non-exclusive, royalty-free, non-revocable, perpetual, sub-licensable, and fully transferable licence to use, reproduce, distribute, practice, make derivative works of, display, broadcast, and/or perform Client’s User Content. Client also understands that notwithstanding Viral Engine’S unfettered right to delete any or all of Client’s Data upon expiration, lapse, or termination of Client’s licence, Viral Engine reserves the right to preserve any or all of Client’s Data in any form, including on one or more system back-ups. Client grants Viral Engine a licence to retain copies of Client’s Data (including User Content) at its sole discretion and agrees that Client will bring no claim in connection with or related to Viral Engine’S retention of such Data including after Client’s licence has ended. Client further agrees that Viral Engine has no duty to retain such Data, search for such Data, or provide Client with access to such Data after Client’s licence has ended for any reason.

Client further agrees, affirms, represents, and warrants that content Client copied, used, distributed, or which was submitted by Client using the Viral Engine Products does not and will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless Client has permission from the rightful owner of the material or Client is otherwise legally entitled to copy, use, distribute, or submit such content using the Viral Engine Products and to grant Viral Engine all of the licence rights granted therein.

Billing Policy and Payment

Use of Viral Engine products and services (including but not limited to Viral Engine) constitutes your acceptance of and agreement to comply with this section.

All accounts are set up on a prepaid basis. Payment must be received by Viral Engine before any billable product or service is provided/activated. In the event of a trial period, payment information must be on file before Client’s account is created. Client is required to keep a valid credit/debit card on file to charge for recurring monthly subscription fees. All recurring subscriptions are automatically invoiced and charged to the credit/debit card on file.

Trial subscriptions are limited to one trial per person, per product. The purchase and subsequent cancellation of multiple trials may result in permanent closure of the account. If it is determined that any Client fails to pay the agreed upon monthly or annual payments by exploitation of any self-billing feature, all associated accounts may be terminated immediately, without warning, and Client will be billed for all unpaid usage.

Subscription billing is based on the availability of products and services within the parameters defined by Client’s package(s). Certain fees may be usage-based. Payment receipts are provided electronically with each purchase and may also be provided upon Client’s request.

a. Fees:

If you choose to purchase one or more of the Services provided on the Platform, you agree to pay all fees (“Fees”) associated with the Services.

Our monthly subscription provides tiered pricing for different levels of Services and products based on the Services you choose to use. In addition to our monthly subscription Services, you may purchase add-in Services for a one-time Fee or recurring subscription Fees. Fees may change from time to time. All Fees are exclusive of any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges (collectively, “Communications Surcharges”). You will pay all Communications Surcharges associated with your use of the Services. Communications Surcharges will be shown as a separate line item on an invoice. All Fees and Communications Surcharges are nonrefundable.

There are additional in-app fees for some core and premium features such as AI, SMS, Calling, Email, etc. You can see a full breakdown of these fee's by clicking this link - https://viral-engine.app/fees

Unless otherwise indicated in writing, all fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency. In no event will Viral Engine credit, refund, or reimburse you for a foreign exchange fee charged by your credit card for any difference in fees due to currency conversion. Client understands and agrees that Viral Engine uses dynamic marketplace pricing. Client’s pricing is subject to change at the sole discretion of Viral Engine at any time.

b. Charges:

Any charges incurred by your purchase or use of the Services will be billed to the credit card we have on file. In the event you sign up for a Service that is ongoing and incurs recurring charges (such as a subscription), such charges will be billed in advance of Service. You agree to provide us with accurate and complete billing information, including valid credit card information, your name, address, and telephone number, and to provide us with any changes in such information within 10 days of the change.

c. Taxes:

You are exclusively responsible for taxes and other governmental assessments (“Taxes”) associated with your use of the Platform, including all Taxes associated with the Services you order and any transactions you conduct with your Clients.

Viral Engine may collect Taxes from you as part of the Fees as it deems appropriate, and all Viral Engine determinations regarding what Taxes to collect are final. Viral Engine may recalculate and collect additional Taxes from you if it determines at any point that they are due. You will indemnify Viral Engine for all Claims related to Taxes that are associated with your activities on the Platform, including any Taxes related to your transactions with your Clients. Taxes, like all Fees, are nonrefundable.

The fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Client agrees to pay applicable direct or indirect Taxes associated with its purchases hereunder, which, to the extent Viral Engine is legally required to collect the same, will be itemized on the product invoice. If Client has an obligation to withhold any amounts under any law or tax regime (other than UK income tax law), Client will gross up the payments so that Viral Engine receives the amount actually quoted and invoiced. If Viral Engine has the legal obligation to pay or collect Taxes for which Client is responsible under this section, the appropriate amount will be invoiced and paid by the Client unless, prior to the invoice date, the Client provides Viral Engine with a valid tax exemption certificate authorized by the appropriate taxing authority.

d. Noncancellable Fees:

Some subscriptions for Services require a non-cancellable minimum subscription commitment which cannot be canceled until the commitment is fulfilled. Fees for such non-cancellable minimum subscription commitments will continue to be automatically applied to your bill until the minimum commitment has been achieved.

e. No Mark Ups:

You may not mark-up or increase any HighLevel Fees that you pass through to Your customers or third parties. You are solely responsible for all pass-through Fees and related expenses, including but not limited to refunds and charge backs of such pass-through Fees. HighLevel is not responsible for resolving issues or disputes between You and Your customers regarding pass-through Fees.

f. Overdue Amounts:

If, for any reason, your credit card company declines or otherwise refuses to pay the amount owed for the Services you have purchased, you agree that we may suspend or terminate performance of Services or delivery of products and may require you to pay any overdue Fees and other amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to us. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.

g. Payment Disputes:

You will notify Viral Engine in writing within sixty (60) days of the date we bill you for any invoiced charges that you wish to dispute before disputing with any third-party credit/debit card company or bank.

You must pay all invoiced charges while the dispute is pending or you waive the right to pursue the dispute. Where you are disputing any fees, you must act reasonably and in good faith and cooperate diligently with us to resolve the dispute. All Viral Engine determinations regarding your obligation to pay invoiced charges are final.

Should Viral Engine receive a chargeback from a third-party credit/debit card company or bank on the Client’s behalf before Viral Engine has been given a chance to resolve the issue, Viral Engine may charge Client for its time spent resolving such disputes and any associated fees incurred by Viral Engine, in addition to the $50.00 chargeback fee mentioned above. Regardless of the outcome of the chargeback, Viral Engine retains the right to collect on any services or fees that are due. Viral Engine may submit any disputed amounts to a collection agency. Once a chargeback has been received, Viral Engine has the right to suspend the account until the matter is resolved.

h. Refund Policy:

Except as described below, all Fees assessed by Viral Engine are non-refundable. You are solely responsible for any excess Fees incurred by You as a result of an error or omission made by You or a third party.

Viral Engine does not provide Fee refunds or credits for such errors or omissions, or for partially used or unused Platform or Services subscriptions. If you sign up for a subscription but do not access the Service or Platform, you are still responsible for all Fees during the term of your subscription. Except as may be required by law, Viral Engine reserves the right to issue or deny a refund or credit in its sole and absolute discretion, at any time, for any reason, and Viral Engine’s determination of if and when to issue or deny a refund or credit is final.

Trial payments are non-refundable. 

Viral Engine usage overage fees are non-refundable. (E.g. Email, SMS, Voice Calls, AI, etc)

i. Cancellations:

A request to cancel a Viral Engine Product must be initiated at least 10 days prior to the next invoice date. You are solely responsible for the cancellation of Services associated with your account, and you will be responsible for all Fees incurred until such cancellation occurs. No refunds will be provided for your failure to properly cancel the Services associated with your account.

For Viral Engine users, cancellation can also be done via the Billing Profile self-service portal in Client’s Account. Any other request to cancel a Viral Engine Product must be made via emailing [email protected] at least 10 days prior to the next invoice date.

Clients are encouraged to keep records of all communications regarding cancellation. Until a cancellation request is made, or a cancellation processed via the self-service portal, Viral Engine will continue to treat Client’s Account as an open account. Unless cancelled, the billing cycle will continue, possibly resulting in a past due account that may be turned over to a third-party collection service. It is imperative to contact a Viral Engine representative, utilize the self-service option, or submit an online ticket if Client wishes to initiate cancellation of its Viral Engine account.

Cancellation of an account does not dismiss outstanding invoices or nullify previously agreed charges. At the time of cancellation, any outstanding balance must be settled. All cancelled accounts with an outstanding balance may be turned over to a third-party collection service.

Client data may be deleted at the discretion of Viral Engine when Client’s account is closed for any reason.

j. Your Responsibility

For Financial Transactions: You are solely responsible for all financial transactions you and your customers engage in on the Platform or using the Services, including transactions conducted using billing tools enabled by the Services. You are exclusively responsible for all chargebacks related to activities of you and your customers, regardless of the reason for the chargeback.

k. Subscription Ownership, Control, and Transfer:

Viral Engine shall not be responsible for any ownership conflict between two (or more) partners, associates, staff members, customers, or managers claiming ownership or control over a Viral Engine Product account. Viral Engine will always regard the person or entity currently paying for the account as the sole and rightful owner (and manager) of the account.

Viral Engine will only consider an account ownership transfer upon express written consent from both parties involved in the transaction: the current account owner and the designated account recipient. Once the transfer is approved by Viral Engine, the transfer is non-revocable, and the recipient will become the sole and rightful owner thereafter. Moreover, from the date of transfer onwards, the account recipient will become responsible for all future payments on the account and warrants they have read and agreed to this Agreement and all incorporated policies. In the event of a transfer of an account, the recipient shall be required to purchase a new subscription at current rates.

l. Billing Cycle:Credit/Debit Card Billing:

All credit/debit cards are automatically charged on the Client’s specific billing cycle date.

Payment failure: In the event a credit/debit card fails to charge successfully, access to the product will immediately cease.

Deactivation: Viral Engine reserves the right to remove Client application data from its servers after nonpayment.

m. Payment Methods:

Viral Engine accepts payments from most major credit cards, and in some cases, PayPal.

n. Subscription Billing:

Invoices are generated and payments are collected at the beginning of each billing period. Client billing periods typically begin on the day of the month (or year for yearly plans) in which the Client purchases the Viral Engine subscription. Clients must request to cancel their subscriptions at least 10 days prior to their next billing date to avoid being charged on the billing date. Viral Engine will not prorate any portion of unused subscription services. All subscription fees are nonrefundable except as described below.

o. Account limits:

Every Viral Engine package or plan comes with limits on certain areas of asset creation and resources consumption as follows:

Unlimited features:. All packages currently offer unlimited asset creation for the following features: emails, bandwidth, pages, videos, products, memberships sites, contacts, automations

p. Excessive Use of “Unlimited” Plans:

Client’s excessive use of “unlimited” plans may cause a degradation in the service(s) Viral Engine provides. Unauthorized or excessive use beyond that normally experienced by business customers may lead to account throttling, suspension, or termination. Unlimited shall never be shared with any other independent or separate account, individual or user. For this reason, Viral Engine may consider a Client’s use to be “excessive,” in Viral Engine’s sole discretion, when considering the following categories of use:

(a) Unreasonable number of requests to our servers, (b) Volume of page views, (c) Volume of video views, (d) Video streaming bandwidth consumed, (e) Number of Videos uploaded per day, week, month, etc., (f) Number of emails sent per day, week, month, etc. This list is non-exhaustive and Viral Engine reserves the right to determine Client’s excessive use of unlimited plans at any time, for any reason.

In addition, unlimited plans cannot, under any circumstances, be used for providing a video service, email service, or other high volume or multi-person video or email purposes.

Viral Engine further reserves the right to withdraw or change any unlimited feature at any time. If Viral Engine makes any change(s) to an unlimited feature, Client will receive a notification describing the change(s) to the relevant unlimited feature and the date such changes take effect.

Product Performance

Viral Engine makes all reasonable efforts to be as accurate as possible in its descriptions including descriptions of services, options, and products offered or available on the Site(s). We make every reasonable effort to ensure accuracy, however, cannot guarantee that every Product or service description on the Site is 100% accurate, complete, reliable, and/or error-free. Viral Engine is not responsible for the accuracy of any descriptions for any Product or service sold by third parties using Viral Engine, or the accuracy of the description of any third-party product or service purchased via Viral Engine. Except as expressly provided, Client’s sole recourse is from the third-party providing the Product(s)or service, or from whom you purchased the Product(s).

Due to changes in technology and the marketplace, Viral Engine and HighLevel may make modifications to the Products that comprise Client’s Agreement, or particular components of such Product (including but not limited to discontinuing a component of the Product) from time to time.

Client acknowledges and agrees that all features and content of the Viral Engine Products are subject to availability of a suitable or adequate internet connection, valid email account, computer equipment and sufficiently available bandwidth at the time of Client’s attempted use or access. Client shall be solely responsible for procuring the necessary computer equipment and internet connection required for accessing and using the Products. Client shall hold Viral Engine harmless from any failure or inability to access the Products resulting from Client’s failure to procure any such necessary equipment or services.

Product Support

Technical support and troubleshooting for reported issues that are directly related to the Product(s) purchased by Client are included as part of Client’s agreement. Viral Engine shall not be obligated to provide technical support or to cure issues regarding third-party applications, customizations, integrations with third-party applications, internet or local network connectivity, Client’s local infrastructure or workstations, or issues caused by Client’s users, agents, or other technology providers. Depending on the nature of the reported technical issue, Viral Engine and HighLevel may initiate further troubleshooting efforts, which may include responding via e-mail to a support ticket created by Client, or in certain cases providing direct phone support, remote screen-sharing, and/or direct access into Client’s database, files, Software or environment. Any support response shall be provided in Viral Engine’s sole discretion. By requesting support, Client shall be deemed to have granted Viral Engine, its Affiliates and agents, permission to utilize any and all methods of support listed in this Paragraph.

Client Data

Any information, including but not limited to data belonging to Client or any third-party, provided by Client to Viral Engine or entered by Client into a Viral Engine Product, service, or website shall be referred to as “Client Data”. Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership of all Client Data. Client shall only disclose, submit, or provide to Viral Engine Client Data as necessary for Viral Engine to provide Client’s Product. Client hereby grants Viral Engine a non-exclusive, royalty-free, fully-paid, worldwide licence (with the right to sublicence) during the Term to access, use, reproduce and create derivative works of Client Data in order to provide and improve Client’s experience, for general Product research and development, data analysis, and data aggregation in de-identified form, and to fulfill Viral Engine’s obligations under these Terms. Aggregated and statistical de-identified data (“Aggregated Data”) derived from the operation of the applicable Product shall be owned by Viral Engine and nothing herein shall be construed as prohibiting Viral Engine from using Aggregated Data for business and/or operational purposes provided that Viral Engine does not share with any third party Aggregated Data which reveals the identity of Client, Users or Confidential Information. Client hereby represents and warrants that Client has provided all necessary and appropriate notices and opt-outs, and has obtained all necessary and appropriate consents, approvals and rights to collect, process, use, store, enhance and disclose the Client Data and allows Viral Engine to use, store, disclose and otherwise process such Client Data as contemplated by these Terms, including to and from End Users wherever required under applicable law

Customer/End User Conduct

In connection with your use of the Platform or Services, you agree that:

·       You, your employees, agents, and Clients will maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to carry out the obligations under these Terms of Service.

·       You are fully responsible for your actions and the actions of your employees, agents, and Clients with respect to use of the Platform.

·       You are fully responsible for the use of the Services by your Clients. Viral Engine’s agreement is with you, not your Clients.

·       You, your employees, agents and Clients will not misrepresent the Services.

·       You will provide these Terms of Service to your employees, agents, and Clients and confirm that all employees, agents, and Clients understand that they are subject to these Terms of Service if they use or offer the Services. ·       You own or control all rights in and to all content you provide to Viral Engine

·       You will be solely responsible for all of your use of the Platform, including the quality and integrity of any data and other information made available to us by or for you through the use of the Services under these Terms of Service and each Service that you make available to your Clients

·       You have provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide your Client’s data to us for use and disclosure in accordance with these Terms of Service and our Privacy Notice.

·       You, your employees, and your Clients will provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunication providers.

Training

Viral Engine may offer training to you related to how to use the Services. All training and associated information conveyed as part of it (“Training”) is as-is, with no warranty. You know your own situation and your Clients, and you alone are responsible for how and whether you adopt any strategies learned through Training. Viral Engine makes no guarantees that Training will produce any particular outcome, and Training may in rare cases be counterproductive depending on your situation.

Account Registration

To access portions of the Platform or to register for or use the Services, you will be asked to provide registration details or other Information. It is a condition of your use of the Platform that all Information you provide is complete, current, and accurate. All Information you provide to register with the Platform, complete a transaction through the Platform, or otherwise is governed by our Privacy Notice, and you consent to all actions Viral Engine takes with respect to your Information consistent with our Privacy Notice.

Use and Protection of Login Credentials

You are responsible for maintaining the confidentiality of your user name and password (“Login Credentials”). You are responsible for all uses of your account and Login Credentials, whether or not authorized by you. You agree to notify Viral Engine immediately of any unauthorized access to or use of your account or Login Credentials or any other breach of security. Viral Engine reserves the right to disable your Login Credentials at any time in its sole discretion for any or no reason, including if, in Viral Engine’s opinion, you have violated any provision of these Terms of Service. User accounts are non-transferable, and all users are obligated to take preventative measures to prohibit unauthorized users from accessing the Platform with his or her password.

Content You Create

You own and retain all ownership rights to your data and User Contributions uploaded to the Service (“Your Data”). You grant us, the Viral Engine Team, and our service providers the right to use Your Data as necessary to provide the Services to you and as permitted by these Terms of Service and our Privacy Notice. You also grant Viral Engine the right to use Your Data to improve the Service, develop new services, and for other Viral Engine business purposes, subject to Viral Engine’s obligation to maintain the confidentiality of Your Data. If you are using the Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so. Subject to the limited license granted, we acquire no right, title or interest from you or your licensors under these Terms of Service.

Links To Other Web Sites

Viral Engine may provide links to external web sites for the convenience of Platform users. The inclusion of an external link on this Platform does not constitute or imply support or endorsement of any kind. Viral Engine does not control those web sites, is not responsible for their content or function, and is not responsible for any loss or damage that may arise from your use of them. If you decide to access the third party sites linked to this Platform, you do so entirely at your own risk and subject to the terms and conditions of use and the privacy notice for such sites.

Affiliate Offerings:

In some cases Viral Engine or its owners may have an affiliate relationship with a third-party site or service provider mentioned on the Sites, and may be compensated (e.g., receive a valuable benefit, or even a commission) if Client visits and/or purchases a product or service from the affiliated site. Viral Engine will generally endeavor to identify any such relationships so that you understand that even though we endorse a particular product or service, Viral Engine also may be compensated in some way if Client chooses to do business with the recommended business or site. However, Client should assume that Viral Engine does have such a relationship – and that Viral Engine will be compensated if Client purchases a product or service. Where Viral Engine has an affiliate relationship with such third- party sites, our receipt of compensation does not increase Client’s cost to purchase the product or service, and if you purchase through an affiliate link, you will generally receive valuable bonuses that you would not otherwise be entitled to receive. if the possibility of Viral Engine receiving compensation is not agreeable to Client, please do not buy through any link on the Sites.

Likewise, Viral Engine’s Software, Products and services, including those that are available through the Sites may also be offered by or through third-party affiliates who are compensated by us, for example if you purchase a product or service from us. While Viral Engine is responsible for claims we have made regarding Viral Engine’s Software, Products or services, Viral Engine is not responsible for any claims made by third parties. Moreover, those third parties may promise the inclusion of various bonuses or additional products or services. If those bonuses, products, or services are a part of Viral Engine’s offer, Viral Engine is responsible for delivering or providing them and will do so. If the third-party affiliate has offered additional bonuses, products, or services that are not a part of Viral Engine’s offer, Client should contact the third-party directly, regarding those bonuses, products, or services.

How to send Notices to Viral Engine

All notices to a party shall be in writing and shall be made via email. Notices to Viral Engine must be sent to the attention of Customer Service at [email protected].

. You agree to allow us to submit notices to you either through the email address you provided when registering, or to any address we have on record. Notices are effective on receipt. '

Term and Termination

Unless stated otherwise in writing, the term of Client’s Viral Engine agreement commences on the date Client executes the online purchase and shall continue for the minimum term set forth in Client’s Billing Profile (“Initial Term”).

Without prejudice to any other rights Viral Engine may have, Viral Engine may cancel Client’s Agreement without notice or refund if Client fails to abide by this Agreement. Viral Engine may terminate this Agreement and suspend Client’s access to Products immediately at any time if Viral Engine in its sole discretion, is of the opinion that Client’s continued use of any Viral Engine Product may infringe upon or cause damage to any third-party rights. Upon termination, Client shall promptly delete Client’s access to and use of the applicable Product. All other obligations Client has agreed to under these Terms shall survive Termination of the agreement for any reason. If Client’s account is terminated by Viral Engine, Client is prohibited from creating any new accounts and Client agrees not to attempt to circumvent this provision by attempting to obtain a new account under a different name, email address, using a different IP address, or through any third party.

IMPORTANT:

Termination for any reason, including billing End Users who have terminated with Client or where no service is being provided, and Termination for Nonpayment described below, will end ALL use of the applicable Viral Engine Product(s). Termination will not only end Client’s ability to make future sales through the Viral Engine Software but will also impact any ongoing subscriptions or recurring payments in connection with past sales. Client understands that any and all credit card or other financial transactions that are processed through the Viral Engine Software or a connected gateway will no longer be processed. Moreover, any transactions that are handled by a third-party through use of a Viral Engine API will be ignored and thus, no longer processed.

Termination for Nonpayment:

Viral Engine may terminate Client’s agreement WITHOUT notice for nonpayment, where Client’s account is in arrears, delinquent, or past due for seven days. Viral Engine reserves the right to provide a short grace period at its discretion for long-standing customers, or customers with long-standing good credit. Client understands and agrees that the consequences of nonpayment may be severe for Client’s business and assumes all liability and risk of loss if Client’s access to any Viral Engine Product is terminated for nonpayment. Client agrees that any Termination for Nonpayment is VIRAL ENGINE’S right and is solely caused by Client’s actions. Client further agrees that this serves as Client’s notice of such Termination for Nonpayment, and that Client assumes all liability for any Termination for Nonpayment and expressly agrees to hold Viral Engine harmless for all damages Client may suffer as a result of such Termination for Nonpayment.

Communications and Contact Information

Viral Engine may contact you regarding these Terms of Use or the Privacy Notice using any Information you provide, or by any other means if you do not provide contact Information. If you no longer wish to receive communications from Viral Engine, you can click on the “unsubscribe link” provided in such communications or contact us at [email protected]. When you enroll in the Service, you must designate a primary email address that will be used for receiving electronic communication related to these Terms of Use and the Service. Viral Engine will never send you an email requesting confidential information such as account numbers, usernames, or passwords, and you should never respond to any email requesting such information. If you receive such an email purportedly from Viral Engine, do not respond to the email and notify Viral Engine by emailing us at [email protected]. For all other feedback, comments, requests for technical support, and other communications relating to the Platform, these Terms of Service, and the Privacy Notice, please contact us at [email protected].