Last Updated: March 10th, 2026
These Service Agreement Terms & Conditions (the "Service Terms") govern all programs, memberships, staffing
services, software, AI features, and related offerings provided by Viral Coach, LLC ("Viral Coach," "Company," "we,"
or "us"), an Alaska limited liability company, to you ("Client," "you"). These Service Terms are legally binding. By
signing a Program Agreement, Membership Agreement, or by enrolling in, purchasing, or using any Viral Coach
service, you agree to be bound by these Service Terms in their entirety.
These Service Terms, together with your Program Agreement, Membership Agreement, Staffing Terms, Testimonial
Partnership Addendum, AI Supplemental Terms, Acceptable Use Policy, Privacy Policy, and the Website Terms of Use
(collectively, the "Agreement") form the entire contract between you and Viral Coach. In the event of a conflict, the
applicable product-specific addendum controls for that specific product or service; otherwise, these Service Terms
control.
IMPORTANT: THESE SERVICE TERMS CONTAIN MANDATORY BINDING ARBITRATION, A CLASS ACTION WAIVER,
LIQUIDATED DAMAGES PROVISIONS, AND A WAIVER OF JURY TRIAL. PLEASE READ SECTIONS 8, 9, AND 16
CAREFULLY.
Agreement: These Service Terms and all incorporated addenda and policies, collectively.
Client / Member: A business customer that purchases or uses Viral Coach Services.
Deliverables: Any materials, content, strategy, plans, or results produced under a Program or Membership.
Program Agreement: The prod uct-specific contract describing deliverables, pricing, term, and performance guarantees.
Services: All programs, memberships, consulting, staffing, software, and digital tools offered by Viral Coach.
2.1 You represent and warrant that you are enrolling in or purchasing Services solely for business or commercial purposes and not for personal, family, or household use.
2.2 You agree that this Agreement constitutes a business-to-business (B2B) commercial transaction. To the fullest extent permitted by law, you waive any statutory cooling-off, rescission, or consumer-protection rights that apply only to consumer transactions, including but not limited to any rights under state "buyers remorse" or distance-selling statutes.
2.3 If you intend to use the Services for personal (non-business) purposes, you must disclose that intent to Viral Coach in writing before enrollment. Viral Coach reserves the right to refuse service or offer different terms.
2.4 This Agreement is a commercial contract governed by the Federal Arbitration Act (FAA) and, to the extent not preempted, the laws of the State of Alaska.
3.1 Viral Coach provides creative coaching, content strategy, marketing consulting, editorial staffing, AI-assisted
tools, and related services. Specific deliverables, timelines, and performance guarantees are defined in your ProgramAgreement or Membership Agreement.
3.2 Timely payment and active participation are required to maintain access to Services and Deliverables. Viral
Coach's obligations are contingent upon Client's fulfillment of its own obligations, including but not limited to
providing timely approvals, feedback, content, and attendance at scheduled sessions.
3.3 Milestone Acknowledgements. At defined checkpoints during the program (including but not limited to initial
onboarding, strategy call completion, first content delivery, and monthly progress reviews), Client shall confirm
receipt and satisfaction with delivered Services by responding to a written milestone acknowledgement. Failure to
object in writing within five (5) business days of receiving a milestone acknowledgement constitutes acceptance of
the applicable Deliverables.
4.1 By clicking "Buy," "Enroll," "Subscribe," or otherwise accessing Services, or by signing a Program Agreement, you
accept these Service Terms regardless of whether you have separately reviewed this document.
4.2 Viral Coach may update these Service Terms upon thirty (30) days' written notice to the email address associated
with your account. Continued use of Services or failure to object in writing within the notice period constitutes
acceptance. Material changes to arbitration or liquidated damages provisions will not apply retroactively to existing
disputes.
5.1 Full Payment Obligation. You agree to pay all fees as stated in your Program Agreement. Payment plans are
courtesy, interest-free installment financing. The full program cost is unconditionally due whether paid upfront or
through weekly installments. Non-use or reduced use of Services does not reduce or excuse payment obligations.
5.2 Payment Authorization. By submitting payment information, you authorize Viral Coach to:
(a) Charge all fees according to your payment schedule
(b) Retry failed payments up to three (3) times over ten (10) business days
(c) Charge alternative payment methods on file if the primary method fails
(d) Obtain updated payment information from your card issuer (e.g., new card numbers, expiration dates)
(e) Add a $25 USD administrative fee for each failed payment attempt after the first retry.
5.3 Late Fees & Escalating Non-Payment Penalties. Client acknowledges that timely payment is a material
obligation. To compensate Viral Coach for the administrative burden and financial harm caused by delinquent
payments, the following escalating fee schedule applies:
Late fees are cumulative and compound with each missed payment cycle. All late fees constitute liquidated damages
representing a reasonable pre-estimate of Viral Coach's administrative costs, cash-flow disruption, and resource
diversion, and are not intended as penalties.
5.4 Acceleration. If any installment payment is more than sixty (60) calendar days past due, or if Client fails to cure a
payment breach within the applicable cure period under Section 13.4, Viral Coach may, at its sole option, declare the
entire unpaid balance immediately due and payable ("Acceleration"). Upon Acceleration, the unpaid balance
(inclusive of all accrued late fees) shall bear default interest at the rate of 1.5% per month (18% per annum), or the
maximum rate permitted by applicable law, whichever is less, from the date of Acceleration until paid in full.
5.5 Personal Guarantee. If Client is purchasing on behalf of a business entity, the individual executing the Agreement
personally and unconditionally guarantees all payment obligations under this Agreement. This personal guarantee is
irrevocable and survives any business closure, bankruptcy, dissolution, or change in ownership of the entity.
5.6 Right of Offset. Viral Coach may offset any amounts owed by Client against any amounts Viral Coach may owe
Client under this Agreement, including any refunds, credits, or guarantee payments.
5.7 Tax Consequences of Unpaid or Forgiven Debt. Client acknowledges that under Internal Revenue Code § 61(a)
(12), any portion of a debt that is cancelled, forgiven, discharged, or settled for less than the full amount owed may
constitute taxable income to Client, reportable on Client's federal and state income tax returns, regardless of
whether Client receives an IRS Form 1099-C. Client is solely responsible for all tax obligations arising from any
forgiven or settled debt. If Viral Coach cancels, writes off, or settles any portion of Client's outstanding balance, Viral
Coach reserves the right — but is not obligated — to report such cancellation to the Internal Revenue Service on Form
1099-C or any successor form to the extent Viral Coach determines it is required or permitted to do so under
applicable law. Viral Coach reserves the right to request a completed IRS Form W-9 (Request for Taxpayer
Identification Number and Certification) from Client at any time, including but not limited to in connection with
settlement negotiations or debt cancellation, and Client agrees to provide such form within ten (10) business days of
request. This provision does not obligate Viral Coach to cancel or forgive any debt; all payment obligations
remain in full force unless expressly waived in a signed written agreement.
5.8 Automatic Renewal (Memberships). Skool memberships and other subscription services renew automatically at
the then-current rate unless cancelled before the renewal date through the applicable platform or by written notice to
support@viralcoach.com.
6.1 General No-Refund Policy. Except as expressly provided in this Section 6 or as required by applicable law, all fees
are non-refundable.
6.2 Money-Back Addendum. Where offered, a separate Money-Back Guarantee Addendum allows a one-time
rescission within seven (7) calendar days of enrollment, provided Client has: (a) signed the Program Agreement and
paid the setup fee, (b) attended the initial strategy call, and (c) submitted a written refund request to
support@viralcoach.com within the 7-day window. If eligible, Viral Coach will process the refund within thirty (30)
days.
6.3 Performance Guarantee (1,000,000-View Guarantee). Refund eligibility under the performance guarantee is
subject to the conditions stated in the Program Agreement, including but not limited to: all payments made on time,
posting frequency requirements met, and full utilization of Viral Coach-trained resources for the required duration.
Purchase of third-party traffic, followers, or engagement nullifies the guarantee.
6.4 Exclusive Remedy. The refund and guarantee provisions in this Section 6 are Client's sole and exclusive remedies
for dissatisfaction with Services, to the fullest extent permitted by law.
7.1 Mandatory Pre-Dispute Resolution. Before initiating any chargeback, reversal, or payment dispute with your
bank, card issuer, or payment processor, you must first contact Viral Coach at support@viralcoach.com and make a
good-faith effort to resolve the issue directly. You agree to allow at least fifteen (15) calendar days for resolution
before escalating.
7.2 Waiver of Chargeback Rights. You irrevocably waive any right to initiate a chargeback, reversal, or payment
dispute with your bank, card issuer, or payment processor for any transaction under this Agreement, except in cases
of verified unauthorized fraud (i.e., someone other than you or your authorized representative used your payment
method without your consent).
7.3 Improper Chargeback as Material Breach. Any chargeback, reversal, or payment dispute initiated in violation of
Section 7.1 or 7.2 constitutes a material breach of this Agreement.
7.4 Liquidated Damages for Improper Chargebacks. Upon an improper chargeback, Client shall pay Viral Coach
liquidated damages in the amount of three times (3x) the disputed amount, plus all costs of collection, arbitration,
and enforcement (including reasonable attorneys' fees). No minimum dollar floor applies; the damages are
proportional to the disputed transaction.
Reasonableness Recital: The parties acknowledge and agree that the actual damages from an improper chargeback
are difficult or impossible to calculate at the time of contracting but include, without limitation: (i) Stripe processing
and dispute fees ($15–30 per dispute); (ii) potential placement in Visa/Mastercard chargeback monitoring programs
(VAMP/ECM) with fines of $25–50 per excess dispute; (iii) risk of payment processor account termination; (iv)
administrative time and resources expended in responding to disputes (estimated 8–15 hours per incident); (v)
diversion of resources from service delivery to other clients; (vi) reputational harm to Viral Coach's merchant profile;
and (vii) legal and arbitration costs. The parties agree that the 3x multiplier represents a reasonable pre-estimate of
probable loss proportional to the scope of the improper dispute and is not intended as a penalty.
7.5 Liquidated Damages for Reputational Harm. If Client engages in conduct constituting reputational harm to Viral
Coach — including but not limited to publishing defamatory statements, false reviews, social media smear campaigns,
filing false reports with regulatory agencies, or coordinating negative publicity — Client shall pay Viral Coach
liquidated damages of Twenty-Five Thousand Dollars ($25,000 USD) per occurrence, plus all costs of enforcement,
reputation management, and attorneys' fees.
Reasonableness Recital: The parties acknowledge that reputational harm to a digital brand is exceptionally difficult
to quantify but may include: (i) loss of prospective client conversions; (ii) costs of reputation management and
monitoring services; (iii) diversion of management resources; (iv) damage to payment processor and advertising
platform standing; and (v) long-term brand dilution. The parties agree that $25,000 per occurrence represents a
reasonable pre-estimate of such losses.
7.6 Additional Remedies. In addition to the liquidated damages specified in Sections 7.4 and 7.5, Viral Coach may: (a)
immediately suspend or terminate all Services without refund; (b) report the incident to payment processors,
chargeback monitoring services, and fraud databases; (c) pursue collection activities for the full outstanding balance
plus fees; (d) report fraudulent disputes to law enforcement; and (e) offset any amounts owed against any refunds,
credits, or guarantee payments.
8.1 To the fullest extent permitted by law, Client shall defend, indemnify, and hold harmless Viral Coach, its members,
managers, officers, employees, contractors, agents, successors, and assigns from and against any and all claims,
damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a)
Client's use of the Services; (b) Client's breach of this Agreement; (c) Client's violation of any law or third-party right;
(d) any content Client creates, publishes, or distributes; or (e) any government investigation, legal action, or claim
against Client's business.
8.2 This indemnification obligation survives termination of the Agreement.
9.1 No Success Guarantees. Viral Coach expressly disclaims any guarantee of business success, income generation,
revenue, leads, or sales. Results depend on Client's effort, market conditions, industry, content quality, and numerous
factors beyond Viral Coach's control.
9.2 As-Is / As-Available. ALL SERVICES, DELIVERABLES, AND AI FEATURES ARE PROVIDED "AS IS" AND "AS
AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9.3 Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, VIRAL COACH'S TOTAL AGGREGATE LIABILITY TO
CLIENT UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO VIRAL
COACH IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
9.4 No Consequential Damages. IN NO EVENT SHALL VIRAL COACH BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS
OPPORTUNITY, OR GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY.
10.1 Viral Coach IP. All content, frameworks, methodologies, curricula, software, and tools created by Viral Coach are
proprietary and protected by intellectual property law. Client receives a limited, non-exclusive, non-transferable,
revocable license to use Viral Coach materials solely for Client's internal business purposes during the term of the
applicable program or membership.
10.2 Client Content. Client retains ownership of original content it creates. Client grants Viral Coach a limited, non-
exclusive license to edit, repurpose, and use Client content for the purpose of service delivery under the Program
Agreement.
10.3 Prohibition on Misuse. Unauthorized reproduction, distribution, resale, sublicensing, reverse engineering, or
creation of derivative works from Viral Coach materials is strictly prohibited and constitutes a material breach entitling
Viral Coach to immediate termination, injunctive relief, and damages.
11.1 Any incentives, discounts, or bonuses offered by Viral Coach are conditional upon compliance with the
Testimonial Partnership Addendum (if applicable) and these Service Terms.
11.2 Testimonials must be truthful and FTC-compliant. Client grants Viral Coach a perpetual, worldwide, royalty-free
license to use, edit, and publish Client's name, likeness, testimonials, and success metrics for marketing purposes,
including case studies, advertisements, and social media.
11.3 Non-Circumvention / Non-Solicitation. During the term of the Agreement and for twelve (12) months following
completion or termination, Client shall not directly or indirectly solicit, hire, engage, or contract with any Viral Coach
employee, contractor, editor, or candidate outside of Viral Coach's approved channels. Violation of this provision
triggers liquidated damages as defined in the Staffing Terms.
12.1 Client acknowledges that Viral Coach's methods, strategies, pricing structures, systems, processes, and
contractor networks are proprietary and confidential. Client agrees not to disclose, share, or otherwise make available
such confidential information to any third party except as necessary for Client's internal business use.
12.2 This confidentiality obligation survives termination of the Agreement for a period of three (3) years.
13.1 Client Withdrawal. Client may stop participating in the program at any time, but Client remains obligated to pay
the full program fee per the payment schedule. Voluntary withdrawal does not entitle Client to any refund.
13.2 Termination by Viral Coach. Viral Coach may terminate this Agreement immediately and without liability if Client:
(a) fails to comply with any material term; (b) engages in any activity violating the Acceptable Use Policy; (c) fails to
make any payment when due; or (d) initiates an improper chargeback.
13.3 Mutual Termination. This Agreement may be terminated by mutual written agreement of both parties.
13.4 Cure Period. Material breaches require written notice. Payment breaches must be cured within fifteen (15)
calendar days. All other breaches must be cured within thirty (30) calendar days. Failure to cure within the applicable
period constitutes grounds for immediate termination.
13.5 Survival. Sections 5 (payment obligations and late fees), 7 (chargebacks and liquidated damages), 8
(indemnification), 9 (disclaimers/liability), 10 (IP), 11 (testimonials/non-circumvention), 12 (confidentiality), 14
(collection rights), 15 (governing law), and 16 (arbitration) survive termination of this Agreement.
14.1 Costs of Collection. In the event Viral Coach must pursue collection of any amounts owed, Client agrees to pay
all costs and expenses of collection, including but not limited to: (a) reasonable attorneys' fees (minimum 33% of the
outstanding balance or actual fees, whichever is greater); (b) court costs, filing fees, and arbitration fees; (c) skip-
tracing and asset location costs; and (d) collection agency fees.
14.2 Credit Reporting. Viral Coach reserves the right to report delinquent accounts to business and consumer credit
reporting agencies, to the extent permitted by law, after providing Client with at least thirty (30) days' written notice
and an opportunity to cure.
14.3 Acceleration upon Default. Upon any event of default (including missed payment, improper chargeback, or
material breach), Viral Coach may exercise its right of Acceleration under Section 5.4 and pursue all remedies
available under this Agreement and applicable law, concurrently or sequentially.
This Agreement, and any dispute or claim arising from or related to it (including non-contractual disputes), is
governed by the Federal Arbitration Act and, to the extent not preempted, the laws of the State of Alaska, without
regard to conflicts-of-law principles.
16.1 Agreement to Arbitrate. You and Viral Coach agree to resolve all disputes arising out of or relating to this
Agreement exclusively through final and binding arbitration administered by the American Arbitration Association
(AAA) under its Commercial Arbitration Rules and the FAA. This includes disputes regarding formation, interpretation,
validity, enforceability, or breach of this Agreement or any incorporated document.
16.2 Seat / Venue. The arbitration shall be seated in Anchorage, Alaska, and conducted before a single neutral
arbitrator experienced in commercial contracts. The arbitrator may, at Viral Coach's discretion, conduct proceedings
remotely by video conference.
16.3 Delegation. Consistent with Rent-A-Center, West, Inc. v. Jackson, 561 U.S. 63 (2010), the arbitrator (not anycourt) shall have exclusive authority to resolve all gateway issues, including arbitrability, jurisdiction, and scope of this
arbitration clause.
16.4 Individual Claims Only / Class Action Waiver. ALL ARBITRATION SHALL PROCEED ON AN INDIVIDUAL BASIS
ONLY. CLASS, COLLECTIVE, CONSOLIDATED, AND REPRESENTATIVE ACTIONS ARE EXPRESSLY WAIVED AND
PROHIBITED. The arbitrator may not consolidate claims or award relief for any person other than the individual party.
16.5 Fees & Attorneys' Fees. Each party shall initially bear its own arbitration costs. The prevailing party is entitled to
recover reasonable attorneys' fees, arbitration fees, and all costs from the non-prevailing party, as determined by the
arbitrator.
16.6 Small-Claims Option. Either party may bring an individual claim in an Alaska small-claims court (if within
jurisdictional limits) as an alternative to arbitration.
16.7 Confidentiality. All arbitration proceedings, filings, evidence, and awards are strictly confidential, except as
required for judicial enforcement or by applicable law.
16.8 Survival & Severability. This arbitration clause survives termination of the Agreement. If any portion (except the
class-action waiver in Section 16.4) is found unenforceable, the remainder remains in effect. If the class-action waiver
is deemed invalid, the entire arbitration clause is void, and exclusive jurisdiction shall reside in the state and federal
courts of Anchorage, Alaska.
16.9 Injunctive Relief. Notwithstanding the foregoing, Viral Coach may seek temporary, preliminary, or permanent
injunctive relief in any court of competent jurisdiction to protect its intellectual property, trade secrets, confidential
information, or to enforce payment obligations.
16.10 Statute of Limitations. All claims must be brought within one (1) year after the claim first arises. Failure to bring
a claim within this period constitutes a permanent waiver.
Client is solely responsible for compliance with all applicable laws, including advertising, data protection, telemarketing, and platform-specific rules. All content Client publishes remains Client's sole responsibility.
Neither party shall be liable for failure to perform due to causes beyond reasonable control, including natural
disasters, cyberattacks, pandemic, government action, or third-party platform outages.
19.1 These Service Terms, together with the incorporated addenda and policies, constitute the entire agreement
between Client and Viral Coach, superseding all prior terms, versions, representations, and understandings.
19.2 Client acknowledges that it is not relying on any representation, warranty, or promise not expressly set forth in
this Agreement. Client has independently evaluated the Services and has not been induced to enter into this
Agreement by any statement not contained herein.
19.3 Severability. If any provision is found invalid or unenforceable, it shall be modified to the minimum extent
necessary to be enforceable, or severed if modification is impossible, without affecting the validity of the remaining
provisions.
19.4 No Waiver. Failure by Viral Coach to enforce any provision shall not constitute a waiver of that provision or the
right to enforce it later.
20. Notices
All notices under this Agreement shall be in writing and sent to:
Client: The email address associated with Client's account.
Viral Coach: support@viralcoach.com or Viral Coach, LLC, PO Box 3626, Palmer, Alaska 99645 USA.
Email notice is deemed received on the date sent (provided no delivery-failure notification is received). Postal notice
is deemed received three (3) business days after mailing.
21. Contact
Email: support@viralcoach.com
Mail: Viral Coach, LLC, PO Box 3626, Palmer, Alaska 99645 USA
