Terms of service.

Last updated April 23 2025

These Terms of Service (“Terms”) govern all work performed by VIRESTRA LLC (“VIRESTRA,” “we,” “us,” or “our”) for any client (“Client,” “you,” or “your”). By signing a proposal, paying an invoice, clicking “I Agree,” or otherwise engaging VIRESTRA, you accept these Terms in full.

1 | Entire Agreement & Acceptance

These Terms, together with each signed proposal, statement of work (“SOW”), or invoice (collectively, the “Agreement”), form the entire contract and supersede all prior discussions. Any amendment must be in writing and signed (physically or electronically) by both parties.

2 | Independent-Contractor Status

The parties are independent contractors. Nothing herein creates an employment, partnership, joint-venture, or fiduciary relationship.

3 | Scope of Services

We provide strategy, messaging, positioning, visibility architecture, media-placement coordination, and related advisory or implementation services (“Services”) as described in the applicable SOW or invoice. Work outside that scope requires a new SOW and may incur additional fees (see Section 15, Change Management).

4 | Fees, Payment & Surcharges

  • Due Upon Receipt Invoices are payable immediately upon receipt unless a different date appears on the invoice.

  • Late Fees Past-due balances accrue 1.5 % interest per month (18 % APR).

  • Credit-Card Surcharge Card payments incur a 3.5 % convenience fee; ACH or Zelle payments avoid this fee.

  • No Chargebacks Client agrees not to dispute or reverse payments without giving VIRESTRA 15 days’ written notice to cure any issue.

  • Suspension for Non-Payment VIRESTRA may suspend Services if any invoice is more than seven (7) days past due; timelines will shift accordingly.

5 | Non-Refundable Services

Because our Services are strategic and time-based, all fees are final and non-refundable once work has begun or kickoff materials/deliverables are provided.

6 | Client Responsibilities

Client will (a) provide timely access to information, assets, and decision-makers; (b) review deliverables promptly; and (c) ensure any materials supplied to VIRESTRA do not infringe third-party rights. Delays or breaches may extend timelines and/or incur additional fees.

7 | Intellectual-Property & Usage Rights

All drafts, frameworks, and deliverables remain VIRESTRA’s intellectual property until all invoices (including late fees) are paid in full. Upon full payment, Client receives a non-exclusive, non-transferable license to use the deliverables solely for the purpose stated in the Agreement.

8 | Confidentiality

Both parties agree to keep proprietary information confidential and to use it only to fulfill the Agreement, unless disclosure is required by law.

9 | Electronic Communications & Signatures

Client consents to receive proposals, invoices, updates, and notices via e-mail, SMS, secure links, or project-management platforms. PDF or digital signatures (e.g., DocuSign, HelloSign) are as enforceable as originals.

10 | Use of Artificial-Intelligence Tools

VIRESTRA may employ reputable AI software (large-language models, generative-design tools, analytics platforms) to expedite research, drafting, or ideation. Final deliverables are human-reviewed. Client consents to this workflow and understands anonymized or redacted data may be processed by such tools.

11 | Portfolio & Social-Media Display

Unless Client opts out in writing before project start, VIRESTRA may display non-confidential portions of completed work (screenshots, excerpts, redacted results) in portfolios, case studies, or social channels. VIRESTRA will remove or modify displayed work within ten (10) business days of a written Client request.

12 | Non-Solicitation

Client agrees not to solicit, hire, or contract with any VIRESTRA employee or subcontractor, directly or indirectly, during the project and for twelve (12) months thereafter without VIRESTRA’s prior written consent.

13 | Non-Disparagement

Neither party will make any public statement, written or oral, that could reasonably harm the other party’s reputation. This does not restrict truthful statements required by law.

14 | Subcontractors

VIRESTRA may engage vetted subcontractors to assist with the Services; VIRESTRA remains responsible for their work and conduct.

15 | Change Management / Scope-Creep

Any material change to scope, timeline, or deliverables must be approved via a written change order and may adjust fees and deadlines.

16 | Data-Protection / GDPR

Each party will comply with all applicable data-privacy laws (including GDPR for EU data subjects). Client warrants it has the right to share any personal data supplied to VIRESTRA.

17 | Insurance

VIRESTRA maintains commercially reasonable general-liability insurance. Proof of coverage can be provided upon request.

18 | Disclaimers

  • No Guaranteed Results Because market conditions and third-party platforms are outside our control, VIRESTRA disclaims any guarantee of specific media placement, revenue, or outcome.

  • No Professional Advice Services do not constitute legal, tax, or financial advice; Client should consult its own advisors.

19 | Limitation of Liability

VIRESTRA’s total liability (contract, tort, or otherwise) will not exceed the fees actually paid under the Agreement. VIRESTRA is not liable for indirect, incidental, consequential, punitive, or special damages (including lost profits or data).

20 | Indemnification

Client will indemnify and hold VIRESTRA harmless from any third-party claims arising out of Client-supplied materials or Client’s breach of these Terms.

21 | Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., natural disasters, war, governmental action, internet outages).

22 | Termination

Either party may terminate the Agreement for material breach with ten (10) days’ written notice if the breach is not cured. Fees for work performed up to termination remain due.

23 | Governing Law, Venue & Attorneys’ Fees

These Terms are governed by Wyoming law. The parties consent to exclusive jurisdiction of Wyoming state or federal courts. The prevailing party in any dispute may recover reasonable attorneys’ fees and costs.

24 | Severability & Survival

If any provision is held unenforceable, the remaining provisions remain in full force. Sections 4, 5, 7, 8, 9, 11–13, 16, 18–20, 23, and this Section 24 survive termination or expiry of the Agreement.

By engaging VIRESTRA LLC or submitting payment, Client acknowledges and agrees to these Terms of Service in full.