Client Terms & Conditions
Here are LaunchPreneur, Inc.'s (Agency) general terms and conditions for companies (Client) interested in promoting their products or services to influencers, creators, and/or celebrities through campaigns, sponsorships, activations, or any form of "influencer" promotion or partnership with LaunchPreneur, Inc., our divisions, or affiliated brands such as LaunchViral, Rick Schirmer, Rachel McCord, or The McCord List. For purposes of this agreement, the terms “influencer, creator, or celebrity” are synonymous.
Modifications to this agreement, statement of work, and deliverables must be mutually approved.
1. Rates. All advertising purchased will be at the rates and on the terms indicated in the signed agreement or statements of work (SOW). Agency may, at its discretion, from time to time, increase the rates listed on any rate card, modify the product/service offerings, or change its advertising terms. The Agency will inform the Client of any increase in rates, new product/service modifications, or change in terms in writing 30 days prior to the effective date of the increase, modification, or change that could impact this agreement, or they will be reflected in the updated or most recent mutually approved scope of work (SOW). If the rates are increased, products/services modified during a mutually agreed upon scope of work project, or terms changed, the Client may cancel the remainder of the term of this Agreement, as of the date the new rates, modifications, or changes become effective. Client must notify the Agency in writing if the Client decides to cancel the remaining term of this Agreement because of increases, modifications, or changes not less than 10 days prior to the changes taking effect. If the Client fails to provide such written notice, Client agrees to be bound by the new rates. Product/service modifications, and terms, will become a part of this Agreement and become effective on the date set forth in the Agency's notice. If applicable, media procurement (digital ads) shall be conducted through your brand’s direct bill account with the media provider. Agreed-upon agency commissions for media management will be direct billed as a percentage of your overall media spend.
2. Payment. Unless otherwise agreed upon in writing or email, Client agrees to make payments electronically via ACH, wire, PayPal, or credit card (auto pay monthly). Retainer or payment for services to be rendered is due upon execution of the signed agreement unless terms have been otherwise agreed upon in the scope of work agreement. Agency will issue invoices to Client, and payment will be due net fourteen (14) days from the invoice date. A late fee of $100 per day will be applied for every day after the payment due date until the due balance is paid in full. Agency reserves the right to halt work or delay the start of work until any due balance is paid. Additionally, Agency reserves the right to suspend, pause, or cancel the agreement if Client’s invoice is past due. Failure to secure final approval from Client on approved assets, website designs, social media page creation, digital creatives, or co-op reimbursement on digital ads will not be considered a reason to delay payment beyond the due date. Agency’s work may commence once retainer fees have been paid in full for the service term. At its own discretion, Agency may also choose to commence work prior to retainer fees being paid. Retainer does not cover travel and/or entertainment expenses. Any reimbursable expenses incurred by Agency must be pre-approved by Client. Payments are non-refundable in all cases including, but not limited to, “pause” or termination of services for any reason unless otherwise agreed mutually upon by Agency and Client.
3. Termination. The Agency may reject an advertising order and/or immediately terminate this Agreement, upon notice to Client, for any of the following reasons: (a) if the Client fails to make payment when due or otherwise fails to perform any of the provisions of this Agreement, (b) if the Client makes an assignment for the benefit of creditors, (c) if a petition in bankruptcy or for reorganization under the bankruptcy or insolvency laws is filed by or against the Client, (d) if the Client ceases doing business or is likely to cease doing business or (e) in the opinion of the Agency, the credit of the Client is or may be impaired, (f) if Client fails to respond to any communication made by Agency within a two-week timeframe (g) if Client is deemed by Agency management to be unprofessional or rude to Agency staff, influencers, creators, or the general public. If this Agreement is terminated for any of these reasons, Client will nevertheless remain liable for balances due on any products, services, or fees that were agreed upon in the statement of work, whether billed or unbilled, and Agency will send an invoice to Client, which Client agrees to pay promptly.
4. Services related to this agreement may be cancelled at anytime by either party for any reason. However, fees related to monthly retainer work (ongoing retainer agreements) require a 30-day notice in writing under the Notice provisions herein. Efforts by Agency can be stopped immediately, but the retainer will still be due. Termination must come less than 30 days prior to the last service month’s billing due date. Thus, a cancellation for a “January retainer” must come by December 24 or prior. There are no refunds for services in any case unless mutually agreed by Agency and Client. In the case of prepayment for services, any services paid for will not be refunded. Furthermore, if Client holds an existing recurring monthly retainer agreement with the Agency, termination notice must be given 60 days prior to the last service month’s billing due date. In any case (including the termination of the Agency-Client relationship for any reason) Client agrees that all influencers who were engaged or activated during any campaign or promotion as a result of Agency’s efforts shall not be approached, emailed, messaged, or activated by Client or Client Representative (another agency or vendor) on their own behalf unless it is proven that Client has a preexisting relationship with the influencer prior to their initial signed contract with Agency.
Because of the organic word-of-mouth nature of viral and influencer marketing campaigns and promotions, it is understood by Client that any termination or “pause” will include a stop on services and/efforts by Agency. However, it’s understood that the Agency cannot control continued engagement or sharing by influencers, social media users, and word-of-mouth by the general public.
5. Indemnification. Client agrees to indemnify and hold Agency harmless with respect to any claims, loss, liability, damage, or judgment suffered by Agency or any influencers engaged or activated resulting from the Agency-Client relationship, including reasonable attorney’s fees, costs, expenses of any nature, for which the Agency may become liable by reason of its distribution, use, or publication of ads, media, and/or material furnished by Client or on behalf of Client. Client understands that all Agency professional efforts are on a best-effort basis, including efforts in communicating creative direction and call-to-action desires to influencers. It is understood by the client that influencers are not employees or vendors of Agency, and their posts and opinions are purely organic and controlled only by them in all cases of public social media sentiment or posts (paid, unpaid, or product trade). This includes but is not limited to, claims alleging libel, privacy invasion, unfair competition, false advertising, defamation, misuse of publicity rights, general influencer opinions or lifestyle persuasions, general public opinions related to the promotion or campaign, copyright infringement, dilution or trademark infringement under federal or state law, or otherwise based on the content of Client’s promotions or advertising, including illustrations, text, claims, etc. Information or data obtained by Agency from Client to substantiate claims made in advertising shall be deemed to be “material furnished by Client” to Agency. Client understands that due to the organic nature of influencer campaigns, any interruptions to payment schedules and/or shipping delays can and will affect the opinions of influencers as well as Agency's ability to deliver agreed-upon deliverables of the campaign. It’s understood that influencers who agree or apply to be a part of a promotion campaign may change their mind if there are delays in confirmations, shipments, or payments. Influencers that cancel or are unresponsive as a result of Client delays will count as an “activated” influencer by Agency’s scope of work agreement. Client agrees to make best efforts to ensure payments and shipping process follow agreed upon schedule to ensure a positive experience for influencers and Agency. In addition, Client agrees to hold Agency harmless for any such negative opinions or feedback received due to the above-mentioned delays and understands that these delays will result in interruptions and/or changes in the agreed-upon deliverables as well as payments made to influencers.
6. Errors. The Client may not claim a breach, terminate, or cancel this Agreement if there are typographical errors, incorrect ad placements, under deliveries, omissions, or errors in advertising, social media, and website content provided by the Agency or influencers associated with the promotion or campaign. The Agency agrees to take corrective action given that the alteration doesn't distort or misrepresent what consumers genuinely think about their products or services within 2 business days of notification by the Client for that portion of the advertising, website, or social media content which may have been rendered valueless by such typographical errors, incorrect ad placements, under deliveries or omission of copy, unless such error arose due to the error or omission of Client, or after the advertisement, website or social media content had been set and proofed or otherwise confirmed by the Client. Client understands that Agency cannot control the influencer's actions but will also make its best efforts to persuade influencers to make any corrections as well. The Agency will not be liable to Client for any loss or damage that results from a typographical error, incorrect ad placement, underdelivery, omission, or error related to the products and services it provides. The Client may request a credit or make good for errors or omissions by Agency pursuant to section 6 of this agreement.
7. Credits and Make Goods. When there are typographical errors, incorrect ad placements, under deliveries, omissions, or errors in advertising, social media, and website content, the Client may request a credit or make good. Any credit or make-good requests must be approved by the Agency and must be made within two business days from the date the advertising, social media, or website content goes live. If Client notifies Agency of errors or omissions after Client approves advertising, social media or website content, no credit will be issued and Client assumes all liability as a result of these errors or omissions. Credits for errors related to website and social media content are not to exceed 20% of the Client cost of the product or service according to the rate card. Credit for errors with advertising are not to exceed 100% of the Client cost of the product or service caused by such error, according to the rate card. Make goods for ad placements that served incorrectly, under-delivered or contained incorrect content will be rerun by the Agency and the Client will receive 20% more impressions at no charge as part of this remedy. The number of impressions used to calculate the make good will be based solely on the total number of impressions that were served incorrectly and not the entire number of impressions that were contracted.
8. Advertising Agencies. An advertising agency that places advertisements and receives statements for its customers is acting as an agent for the Client. The Client remains responsible for the payment of account balances, signing of contracts, and for all other liabilities. Client is deemed to have received refund payments, notices, and other documents when received by its agent.
9. Ownership. All advertising copy and original artwork that represents the creative effort of the Agency and influencers and/or utilization of creativity, illustrations, labor, composition or material furnished by it, is and remains the property of the Agency, including all rights of copyright therein. Agency grants Client license to use materials mentioned above royalty-free, in perpetuity unless otherwise stated however, Client understands and agrees that it cannot authorize photographic or other reproductions, in whole or in part, of any such advertising copy or artwork for use in any other advertising medium without payment for creative services to the Agency. All influencer content and/or user-generated content is considered to be owned by the Influencer, with permission granted to Agency and Client to reuse, share and reproduce such content royalty-free in perpetuity unless otherwise agreed upon with the Influencer. Additionally, Client gives Agency permission to use branding materials, including logos, colors, etc., on Agency’s case studies and website.
10. Taxes. In the event that any federal, state or local taxes are imposed on the printing, publication or distribution of advertising material or on the sale of advertising or products and services produced by the Agency, these taxes will be assumed and paid by the Client.
11. Advertising Content. The Agency may, in its sole discretion, edit, alter, omit, reject or cancel at any time any of Client's digital advertising products or services to meet industry standards. All digital advertising placements are at the option of the Agency, unless a specific placement is purchased by the Client.
12. Excusable Delays. The Agency will not be liable for any damages related to delay, cancellation, pause or failure to perform due to causes beyond its control, including but not limited to, fire, strike, work stoppage or other labor interruption, freight embargo, terrorism, sabotage, war, civil disturbance, governmental action, pandemic, rules or regulations, failure of machinery, equipment or information systems, failure of suppliers and digital partners, the elements, flooding, power outages or interruptions or acts of God. The Agency's inability or failure to perform will not constitute a breach of this Agreement. Performance by the Agency of its obligations under this Agreement will be suspended during this type of delay or failure to perform. The Client may, however, terminate this Agreement if suspension lasts more than thirty (30) days.
13. No Waiver. The Agency's failure to insist upon the performance by the Client of any term or condition of this Agreement or to exercise any of the Agency's rights under this Agreement on one or more occasions will not result in a waiver or loss of the Agency's right to require future performance of these terms and conditions or to exercise its rights in the future.
14. Data. Agency is dedicated to compliance with General Data Protection Regulation and the California Consumer Privacy Act. According to GDPR and CCPA standards, we are not allowed to share personal identifiable information (PII such as email addresses or phone numbers) from influencers, customers, or prospects who have not explicitly opted in to have their information shared. Agency does not collect, hold, or share consumer or influencer data with Client or any third parties. Relationships originated with influencers, customers, or prospects by Agency have been developed through organic opt-in with Agency specifically and that data and their PII is forever proprietary, private, and cannot be shared with Client or third parties for the protection of all. Furthermore, Agency does not collect personal data as a part of marketing efforts.
15. Influencer Activations: Agency’s press, influencer campaign (e.g., social media, blog, podcast, niche community influencers, message boards, etc.), and promotion activities are a direct result the Agency’s efforts of earning media on behalf of the Client. Agency’s promotions and campaigns involve a blend of warm and/or cold outreach to niche community influencers via email, SMS, social DM, and word-of-mouth. It is understood that Agency may promote the Client or Client’s brand to a broad audience of influencers via warm and cold outreach in order to secure organic applications and “opt-ins” from influencer interested in activating in the promotion. Influencers who are not specifically approved or chosen by Client or Agency may organically, of their own accord, decide to activate and talk about the Client or Client’s brand/product. Agency will make "best efforts" to achieve the goals stated in any scope of work or other agreements and maintain our stellar track record and good standing as a trusted vendor. However, because of the organic and grassroots nature of our approach, we cannot legally guarantee specific brand messaging and key performance goals will be met. In the event that activation goals are not met, Agency may choose to grant Client a credit towards their next paid campaign. In addition, Agency will make its best efforts to provide content instruction and creative input based on Client’s campaign goals to the selected influencers in addition to asking influencers to activate within a time window of the Client’s liking. However, due to the organic nature of viral marketing and influencer activations, we cannot and do not make any guarantees and as such, influencers are not required to follow that direction nor do we have the ability to control when or what they choose to post in any regard – including their reaction to the Client’s brand, brand experience, product experience, customer service experience (whether from the Agency team or Client team) including either positive or negative feedback. Influencers do not work as employees or vendors of the Agency and organically opt-in for paid or unpaid activations based on their natural motivations and alignment with the Client’s project, campaign, or promotion. For purposes of the Agency-Client agreement terms, an “influencer post” is defined as any public post or comment by the influencer on any social media or public digital platform (e.g. feed, story, timeline, public comment, reel, etc.). The Agency seeks to influence influencers and creators in their creative process, however, their posts and creatives are their own, in their own opinion, and not directly produced by the Agency.
Influencer Approval Timeline: The Brand commits to diligently review and grant approval to Influencers within a stipulated timeframe of three (3) days from the date of submission by Influencers who have expressed their interest in collaboration. This expedited process is essential to ensure that the enthusiasm and commitment of potential Influencers remain intact, as delays may lead to a decline in their interest in forming a partnership.
FTC’s ruling, published on June 29, 2023, provides guidance to businesses, influencers, creators and others to ensure that advertising using endorsements or testimonials is truthful. Advertisers that deceive consumers via endorsements or testimonials may violate the FTC Act.
https://www.ftc.gov/news-events/news/press-releases/2023/06/federal-trade-commission-announces-updated-advertising-guides-combat-deceptive-reviews-endorsements
Client agrees to hold Agency harmless for any such feedback or content. Client also understands that an influencer activation mentioning the Client’s brand during our campaign window, whether it aligns with our given direction and input or not, will count toward our deliverable goals and any promised influencer posts for Client’s campaign. In order to maintain campaign deliverables, Client agrees to respond with approval or comments on influencer selections within 48 hours of submission from the Agency. If Agency does not receive Client’s approval or comments within 48 hours, Client agrees that Agency can move forward with influencer selections of the Agency’s choice using their professional judgment for the brand. Furthermore, if Client chooses to temporarily pause or stop the campaign after Agency has recruited influencers, Agency reserves the right to consider any recruited influencers who move forward with a post for the Client as an activation towards the Client's campaign. Client understands that an influencer activation is considered a post by the influencer promoting the Client’s brand/product on the agreed upon platform(s). If an influencer posts about the brand/product on more than one platform, posts on two separate occasions, and/or posts both an in-feed and story post on Instagram, each of those additional posts is considered an additional activation toward the number of promised activations for the campaign.
Campaign Goals, Scope of Work, and Deliverables
The goals and deliverables stated from all Agency services and activations are strictly goals. The client recognizes that influencer marketing services are organic. The Agency must operate within state and federal guidelines and will make its best efforts to achieve and exceed stated goals from the agreed-upon statement of work, but cannot make specific guarantees.
Influencer Paid Media Campaign
This sales-driven campaign focuses on activating niche creators and celebrities who bring strong brand alignment, influencer-generated content, engagement, and media reach. Creators are incentivized with cash fees, product trade, and/or affiliate commissions. Paid media campaigns may include a mix of paid and organic posts.
Influencer Earned Media Campaign
This awareness-driven campaign focuses on activating niche grassroots influencers (nano-micro) who create authentic UGC content, reviews, and hyper-local engagement. Influencers are incentivized with product trade and occasional bonuses. Earned campaigns are strictly best-effort campaigns focused entirely on organic opt-ins from interested influencers.
Influencer Paid Social Ads - Whitelisting
This social ad campaign focuses on sales conversions (CPA/CAC) by boosting and accelerating the success of high-value celebrity and influencer posts.
Accelerator
Our LaunchViral Accelerator helps teams rapidly develop an internally led approach to viral and influencer marketing programs. Accelerators may provide a mix of strategy and relative advice, as well as analysis of social media accounts and influencer partnership recommendations. During the process, our team works with our clients to build a highly custom approach that saves money and multiplies impact on the bottom line. Client agrees that any data provided is to be used for internal audience analysis purposes and in accordance with PII, CCPA, CPRA, and other relevant state, federal, or country regulations. Additionally, the client agrees not to use or provide data in any way for any party other than itself.
Hyper Local Influencer Program
The hyper-local influencer program is designed to be a directory only connecting influencers to a local business in order to receive a “product benefit” in exchange for a post from the influencer. The Agency’s goal is to simply promote that benefit and help foster a direct connection between the influencer and the business. Results from any potential collaborations will not be reported and must be fully tracked and managed by the business and the influencer. Participating businesses and influencers agree to indemnify the Agency from any and all content, results, and posts from resulting partnerships or collaborations.
16. Campaign Metrics: Campaign reporting for paid ads is conducted through the respective social platform, while influencer campaigns utilize a designated third-party application for comprehensive reporting and analysis.
• Profiles Posted: The number of influencer profiles shared or published on various platforms to showcase their collaborations and partnerships.
• Reach: The estimated number of unique individuals who have potentially seen the influencer's content or posts.
• Impressions: The total number of times the influencer's content or posts have been displayed on social media platforms or other channels, regardless of whether unique users saw them.
• Engagements: The sum of all interactions, such as likes, comments, shares, and saves, generated by the influencer's content or posts.
• Media Value: The calculated worth or monetary value assigned to the influencer's content based on factors like reach, impressions, and engagement metrics.
• Link Clicks: The number of clicks generated on the links included in the influencer's content or posts, leading to external websites or landing pages.
• Sales: The number of purchases or conversions directly attributed to the influencer marketing campaigns or the influencer's promotional efforts.
• Activity: A graphical representation of the influencer's activity, including posts, engagements, and other relevant metrics over a specific period, highlighting trends and patterns.
• Audience Insights: Data and information regarding the influencer's audience demographics, interests, behaviors, and preferences, aiding in targeting and strategy development.
17. Product Sampling and Gifting: The cost of product samples, giveaways, promotional swag, gifts, prizes, or any associated shipping cost gifting is not included in our agreements or retainers unless it is expressly stated as a deliverable
18. Miscellaneous. All covenants and agreements of the parties made will survive termination or expiration of this Agreement. This Agreement, the Agency's current rate cards, and any approved Statements of Work (SOW) constitute the entire agreement between the parties and supersede and cancel any prior agreements, representations, or communications, whether oral or written, between the parties relating to the subject matter of this Agreement. This Agreement may not be changed orally and may only be amended in writing and signed by both parties. Client may not assign this Agreement without the prior written consent of the Agency. Any changes to the SOW, including but not limited to campaign date changes, delays, pauses, or any other change related to the SOW, must be mutually approved by both parties (regardless of a global pandemic, acts of God, illness, suspensions, employee turnover, cash flow issues, etc.). Client understands that any such changes to the SOW without mutual approval by both parties may cause damage to brand reputation (amongst influencers and consumers) and financial damages to both Client and Agency, which will need to be compensated accordingly. Each representative of a party signing this Agreement is fully authorized to bind the party legally. This Agreement will be governed by the laws of the State of Nevada, and any claims or legal action shall be brought in federal or state courts with jurisdiction in Nevada.
19. Updated Influencer Collaboration Disclosure Guidelines as of June 29, 2023: In compliance with the Federal Trade Commission's (FTC) updated guidelines and to maintain transparency and trust with your audience, all Agency clients and influencers agree to abide by any and all applicable FTC regulations.
2019 FTC Guidelines https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf
2023 Revised FTC guidelines https://www.ftc.gov/news-events/news/press-releases/2023/06/federal-trade-commission-announces-updated-advertising-guides-combat-deceptive-reviews-endorsements
Terms and conditions are updated monthly in accordance with influencer marketing and privacy laws. Client agrees to review these terms and conditions prior to signing any agreements or SOW’s as well as on a monthly basis while working with Agency.