Terms of Service

These Terms of Service ("Terms") govern your access to and use of the services provided by Next Wave Viral LLC, a Florida limited liability company ("Company," "we," "us," or "our"), through our website at nextwaveviral.com and related platforms (collectively, the "Service").

By creating an account, subscribing to a plan, or otherwise using the Service, you ("Client," "User," "you," or "your") agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Description of Service

Next Wave Viral provides a distributed content awareness platform. Clients configure campaigns through our dashboard, and we deploy messaging across our independent network of content partners ("Clippers") on platforms including but not limited to YouTube, TikTok, Instagram, and X (formerly Twitter). The Service includes campaign management, analytics reporting, clipper network coordination, and related support.

2. Account Registration

To use the Service, you must create an account providing accurate and complete information. You are responsible for maintaining the confidentiality of your account credentials. You must be at least 18 years of age and have the legal authority to enter into these Terms on behalf of yourself or the entity you represent.

By creating an account, you represent and warrant that: (a) all information you provide is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Service does not violate any applicable law or regulation.

3. Subscription and Payments

The Service operates on a subscription basis. Fees are billed monthly in advance via Stripe. By subscribing, you authorize us to charge your payment method on a recurring basis until you cancel.

Month-to-Month. Monthly subscriptions may be cancelled at any time. Cancellation takes effect at the end of the current billing period. No refunds are issued for partial months.

Commitment Terms. If you select a multi-month commitment (3, 6, or 12 months), you agree to pay for the full commitment period. Early cancellation of a committed term does not entitle you to a refund of remaining months. Discounts applied to commitment terms are contingent on completing the full term.

Refunds. All fees are non-refundable except as required by applicable law. If we terminate your account for reasons other than your breach of these Terms, we will provide a pro-rata refund for any prepaid unused period.

We reserve the right to modify pricing with 30 days' written notice. Price changes apply at your next billing cycle unless you cancel before that date.

4. Content Ownership and Licenses

Client Content. You retain all ownership rights to any content, materials, brand assets, logos, messaging, and other intellectual property you provide to us ("Client Content"). By providing Client Content, you grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and distribute Client Content solely for the purpose of performing the Service during the term of your subscription.

Clipper-Created Content. Content created by Clippers in our network as part of your campaign ("Derivative Content") is created by independent content partners. You are granted a non-exclusive license to use Derivative Content for your marketing purposes. We retain the right to use anonymized campaign performance data and Derivative Content for our own marketing and promotional purposes.

Publicity. You grant us the right to identify you as a client of Next Wave Viral and to reference your campaign in our marketing materials, case studies, and promotional content, including the use of your name, logo, and general campaign performance metrics.

5. Clipper Network and Third-Party Platforms

Independent Partners. Clippers are independent content creators and are not employees, agents, or representatives of Next Wave Viral. We coordinate distribution but do not have editorial control over individual Clipper posts, including their timing, creative execution, commentary, or presentation.

No Control Over Posting or Removal. We do not have the ability to control, approve, edit, or remove individual posts made by Clippers on third-party platforms. Once content is distributed through our network, the individual Clipper and the hosting platform retain control over that content. We cannot guarantee that any specific post will remain live, will not be modified by the Clipper, or will not be removed by the platform.

Platform Risk. Third-party platforms (YouTube, TikTok, Instagram, X, etc.) may modify their algorithms, policies, or terms at any time. Such changes may affect campaign performance, content visibility, or analytics accuracy. We are not responsible for any actions taken by third-party platforms that affect your campaign.

Metrics and Data Accuracy. View counts, engagement metrics, and other analytics displayed in the Service are sourced from third-party platforms, content reward systems, and automated data processing tools. We do not independently verify, audit, or guarantee the accuracy, completeness, or timeliness of these metrics. Metrics are provided on an "as available" and "as reported" basis. Third-party platforms may retroactively adjust, remove, or recalculate metrics at any time without notice. You acknowledge that campaign performance data should not be relied upon as the sole basis for business, financial, or investment decisions.

6. No Guarantee of Results

The Company will use commercially reasonable efforts to achieve campaign objectives, but does not and cannot guarantee any specific number of views, impressions, engagement metrics, followers, conversions, revenue, or any other measurable outcome.

Campaign performance depends on numerous factors outside our control, including platform algorithms, audience behavior, content quality, market conditions, and Clipper performance. Past campaign performance is not indicative of future results.

7. Acceptable Use

You agree not to use the Service to promote content that:

• Is illegal, fraudulent, or deceptive
• Infringes on third-party intellectual property rights
• Contains misleading claims about products, services, or securities
• Promotes hatred, violence, or discrimination
• Violates securities laws or regulations (including misleading statements about publicly traded companies)
• Violates the terms of service of any third-party platform

We reserve the right to refuse or terminate any campaign that we determine, in our sole discretion, violates these guidelines or could expose the Company to legal liability.

8. Client Content Compliance

You are solely responsible for ensuring that all Client Content provided to us complies with all applicable laws, regulations, and industry standards, including without limitation securities laws and regulations (including SEC rules regarding public company disclosures and material non-public information), FTC guidelines on endorsements and testimonials, advertising standards, and intellectual property laws.

You represent and warrant that: (a) you have all necessary rights, licenses, and permissions to provide Client Content to us for distribution; (b) Client Content does not contain any false, misleading, or deceptive claims; (c) if you are a publicly traded company or act on behalf of one, Client Content complies with all applicable securities regulations; and (d) Client Content does not infringe upon the intellectual property rights of any third party.

The Company does not provide legal, financial, or compliance advice. You are responsible for obtaining your own legal counsel to ensure your campaign content meets all regulatory requirements.

9. Confidentiality

Each party agrees to maintain the confidentiality of any non-public information received from the other party in connection with the Service ("Confidential Information"). Confidential Information includes, without limitation, campaign strategies, pricing, business plans, client lists, and proprietary technology. Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEXT WAVE VIRAL LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO THE COMPANY IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless Next Wave Viral LLC and its officers, directors, employees, and agents from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your Client Content; (c) your breach of these Terms; or (d) your violation of any applicable law or regulation.

12. Non-Disparagement

Both parties agree that during the term of the subscription and thereafter, neither party shall make any disparaging, defamatory, or derogatory statements about the other party, its services, employees, or representatives, whether publicly or privately, orally or in writing.

13. Termination

By You. You may cancel your subscription at any time through the Service dashboard or by contacting us. Cancellation takes effect at the end of the current billing period. Committed terms are subject to the full commitment period.

By Us. We may suspend or terminate your account immediately if: (a) you breach these Terms; (b) your payment method fails and is not resolved within 7 days; (c) we determine your use of the Service poses a legal risk; or (d) we are required to do so by law.

Upon termination, your right to access the Service ceases immediately. We will retain your data for 30 days after termination, after which it may be permanently deleted.

14. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY DATA, METRICS, ANALYTICS, OR REPORTS PROVIDED THROUGH THE SERVICE. ALL CAMPAIGN PERFORMANCE DATA IS SOURCED FROM THIRD-PARTY PLATFORMS AND IS PROVIDED WITHOUT WARRANTY OF ACCURACY.

15. Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, United States, without giving effect to any conflict of law provisions. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Florida.

16. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, platform outages, internet disruptions, or other force majeure events.

17. Modifications

We reserve the right to modify these Terms at any time. We will provide notice of material changes via email or through the Service at least 15 days before they take effect. Your continued use of the Service after changes take effect constitutes acceptance of the modified Terms.

18. Entire Agreement

These Terms, together with our Privacy Policy and any Service Agreement executed between the parties, constitute the complete agreement between you and Next Wave Viral LLC regarding the Service and supersede all prior agreements, understandings, and representations.

19. Contact

For questions about these Terms, contact us at:
Next Wave Viral LLC
Email: legal@nextwaveviral.com