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SERVICES AGREEMENT

Agreement.
By clicking “Start your free trial,” as an individual or as an authorized representative of client, you as client or client which you represent (“you”), agree to be bound by all terms and conditions of this Services Agreement (“Agreement”), including, without limitation, all documents, policies, and procedures incorporated herein by reference. This Agreement is a binding contract between Launch 27 Software, LLC (“Launch 27” or “we”) and you and/or the company or other legal entity that you represent (collectively, “you”) for the use of Launch 27’s services (“Services”). Launch 27 and you are referred to individually as a “party” and collectively as the “parties”. If you are entering into this Agreement as an individual, you represent and warrant that you are over the age of eighteen (18) and possess the legal capacity to bind yourself to its terms and conditions. If you are entering into this Agreement on behalf of a business organization or entity, you represent and warrant that you are duly authorized to bind that entity to this Agreement.

Services.
All Services made available to you under this Agreement, including any related support services or documentation we may provide, are collectively referred to in this Agreement as the “Services”. We reserve the right to modify the Services at any time and without advance notice. At no time, and under no circumstances, does this Agreement represent a sale or license of the intellectual property contained within the Services or any software version of Launch 27 (including any copy or update of the same).

Your access to and use of the Service is conditioned upon your acceptance of and compliance with the terms and conditions of this Agreement (“Terms”). These Terms apply to all visitors, users and others who wish to access or use the Service.

This Agreement forms a binding contract between you and Launch 27.  If you do not agree to be bound by all of the terms and conditions of this Agreement, then you may not use the Services.

Communications
By creating an Account, as defined below, for our Services, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send you. However, you may opt-out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.

Subscriptions
Some portions of the Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan which you select.  At the end of each Billing Cycle, your Subscription will automatically renew under the same conditions unless you or Launch 27 cancel the Subscription. You may cancel your Subscription renewal by contacting Launch 27 customer support team.

A valid payment method, including credit card, is required to process the payment for your Subscription. You must provide Launch 27 with accurate and complete billing information, including full name, address, state, zip code, telephone number, and  valid payment method information. By submitting such payment information, you authorize Launch 27 to charge all Subscription fees incurred through your account to any such payment instruments.

Should automatic billing fail for any reason, Launch 27 will send you an electronic invoice indicating that you must proceed by other means, prior to a deadline date, to make full payment for the billing period as stated on the invoice.

Free Trial
Launch 27 may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).

You may be required to enter your billing information in order to sign up for the Free Trial.

If you do enter your billing information when signing up for the Free Trial, you will not be charged by Launch 27 until the Free Trial has expired, or until your Free Trial has been ended early at your discretion. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

At any time and without notice, Launch 27 reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

Fee Changes
Launch 27, in its sole discretion, and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

Launch 27 will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

Refunds
Certain refund requests for Subscriptions may be considered by Launch 27 on a case-by-case basis and granted in sole discretion of Launch 27.

Content
Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for the Content that you post on or through the Service, including its legality, reliability, and appropriateness.

By posting Content on or through the Service, you represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the Account of anyone found to be infringing intellectual property rights.

You retain any and all rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through the Service. However, by posting Content using the Service you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service.

Launch 27 has the right but not the obligation to monitor and edit all Content provided by users.

EMAIL AND SMS FEATURES
In the event that you choose to use the email and/or the SMS features, you represent and warrant that you have a current relationship with each person to whom an email or text message is to be sent. You are solely responsible for ensuring that the email and/or SMS feature(s) are utilized in a manner that complies with local, state, and federal laws, rules and regulations.  This includes, but is not limited to, compliance with applicable email and telemarketing laws such as the CAN-SPAM Act and Telephone Consumer Protection Act (“TCPA”), 47 U.S.C. § 227, the EU ePrivacy Regulation, and comparable state laws. Moreover, you represent and warrant that each person to whom an email and/or text message is to be sent has specifically granted you permission to do so by whatever technology you choose; and opt-outs are provided pursuant to applicable law, rule or regulation.  You are responsible for the content and will be identified as the sender of each email and/or text message sent on your behalf. You acknowledge that you are responsible for obtaining any and all permissions required to use the email and/or SMS features.

Compliance with laws and regulations
You agree to abide by this Agreement and all applicable laws and regulations, including but not limited to Title III of the Americans with Disabilities Act (“ADA”) and New York’s state and city level Human Rights Act, and California’s Unruh Civil Rights Act and Consumer Privacy Act. You agree not to transfer, use or export the services in violation of any laws or regulations of any government or governmental agency.

Accounts
When you create an account (“Account”) with us, you represent and warrant that you are eighteen (18) years old or older, and that the information you provided us is accurate, complete, and current at all times. Inaccurate, incomplete, or non-current  information may result in the immediate termination of your Account.

You are responsible for maintaining the confidentiality of your Account and password, including but not limited to the restriction of access to your Account. You agree to accept responsibility for any and all activities or actions that occur pursuant to your Account and/or password. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Account.

You may not use as a username the name of another person or entity that is not lawfully available for your use, a name or trademark that is subject to any property rights of another person or entity, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

Taxes.
You shall be solely responsible for and agree to pay, indemnify, and hold Launch 27 harmless from any and all sales, use, communications, excise, or similar tax or duty, and any other tax not based on Launch 27’s net income, including penalties and interest and any associated professional fees, and all other imposts levied upon or chargeable with respect to the use, license, sale, or delivery of the Services or other deliverables in respect of this Agreement, and any costs associated with the collection or withholding of any of the foregoing items (collectively, “Taxes”).

Intellectual Property
Launch 27 owns all right, title and interest in and to the Services and to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services. This Agreement is not a sale and does not convey any rights of ownership in or related to the Services or other intellectual property. The Launch 27 name, the Launch 27 logo, and the product names associated with the Services are trademarks of Launch 27 or third parties, and no right or license is granted to use them.

You may not copy, modify, download or transfer any component of the Services, in whole or in part. You may not reverse engineer, disassemble, decompile, or translate any portion of the Services, attempt to derive the source code of any software component of the Services, create any derivative work from the Services, or authorize any third party to do any of the foregoing.  Any attempt to transfer any of the rights, duties or obligations under this Agreement is void.  You may not rent, lease, loan, resell for profit, or distribute the Services, or any part thereof, nor may you provide access to the Services over the Internet or any network for use by any third parties.  You may not remove or alter any proprietary notice or legend regarding Launch 27’s proprietary rights in the Services.  You may not use the Services except in accordance with applicable laws and regulations.

You acknowledge that the Services may display content, like photos, graphical material, trademarks, and other information and media provided to us by third parties (collectively, “Third-Party Content”).  YOU ACKNOWLEDGE AND AGREE THAT LAUNCH 27 IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, CURRENCY, LEGALITY, SUITABILITY OR QUALITY OF THIRD-PARTY CONTENT AND SHALL HAVE NO LIABILITY TO YOU IN CONNECTION WITH THIRD-PARTY CONTENT OR IN CONNECTION WITH ANY PRODUCT, SERVICE OR OTHER OFFERING DESCRIBED THEREIN.  You may not reproduce, publicly perform, publicly display, modify, distribute or create derivative works of any Third-Party Content, nor use any Third-Party Content except as provided by the standard functionality offered within the Services.

Launch 27 respects the intellectual property rights of third parties.  In the event that you have a good faith belief that your copyrights have been violated by the use or display of certain content within the Services, it is our policy to investigate and promptly undertake efforts to resolve the issue.   To notify us regarding an alleged copyright violation, you must provide us with all of the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (ii) identification of the copyrighted work(s) claimed to have been infringed, and information reasonably sufficient to permit us to locate the material; (iii) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (iv) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (v) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

For this notification to be effective, you must provide it to Launch 27’s designated agent at:

Launch 27 Software
c/o Fullsteam Operations
Attn. Ed Graf
540 Devall Drive, Suite 301
Auburn, AL 36832

Links To Other Websites
Our Service may contain links to third party websites or services that are not owned or controlled by Launch 27.

Launch 27 has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party websites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

You acknowledge and agree that Launch 27 shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third party websites or services that you visit.

Termination
In our sole discretion, we may immediately (and without prior notice) suspend or terminate the Services by sending you a written or electronic notice of suspension or termination if one or more of the following occurs: (i) you fail to comply with any provision of this Agreement; (ii) you fail to make any payment when due (i.e. your credit card is declined); (iii) we determine, in our sole discretion, that your use of the Services poses a threat to the security or performance of our network or to any of our users or suppliers; (iv) we determine, in our sole discretion, that your use of the Services is illegal, or that it misappropriates or infringes the property rights of Launch 27 or a third party; or (v) we discover that you provided us with false information when you subscribed for Services, or that you lacked the capacity to enter into this Agreement at the time of its consummation. All terms of this Agreement which should reasonably survive termination of the Agreement shall survive such termination.

If you wish to terminate your Account, please notify us and discontinue using the Service.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Indemnification
You agree to indemnify, defend and hold Launch 27 and its employees, agents, shareholders, members, officers, directors, successors and assigns harmless from and against any and all claims, damages, liabilities, costs, settlements, penalties and expenses (including attorneys’ fees, expert’s fees and settlement costs) arising out of or relating to any suit, action, proceeding, arbitration, subpoena, claim or demand brought or asserted by a third party pursuant to any theory of liability against Launch 27 arising out of or relating to any one or more of the following: (i) a breach by you of this Agreement; (ii) the use of the Services by you or your end users, or any Content or information on the Services; (iii) the alleged or actual infringement or misappropriation of any intellectual property right or other proprietary right by you, or by your agents, representatives or end users; (iv) your relationship with the manufacturer of any software installed or stored on the Services; or (v) your failure to use reasonable security precautions. We will provide you with written notice of the existence of any basis for indemnification and we will select our defense counsel. You will have the right to approve any settlement, but you may not unreasonably withhold your approval. You agree to indemnify us for all costs, expenses and liabilities as they become due.

Limitation of Liability
In no event shall Launch 27, nor its directors, members, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.  Launch 27’s entire liability for all claims in the aggregate arising from your use of a Services acquired hereunder will not exceed the amount of any actual direct damages up to the amounts paid in the prior three (3) months for the Service that is the subject of the claim, regardless of the basis of the claim. This limit applies collectively to Launch 27, its parent, subsidiaries and contractors.

Disclaimer
Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

Launch 27 its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

Neither we nor any of our employees, agents, representatives, assigns or service suppliers will be liable for unauthorized access (i.e., hacking) into our servers or your transmission facilities, premises or equipment, or for unauthorized access to data files, programs, procedures or information thereon, unless and only to the extent that this disclaimer is prohibited by applicable law.

Exclusions
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. In case of any dispute related to this Agreement, the parties agree to submit to personal jurisdiction in the State of Delaware.  Furthermore, the parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any court of the State of Delaware or any federal court sitting in the State of Delaware for purposes of any suit, action or other proceeding arising out of this Agreement.  THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THE TERMS, OBLIGATIONS AND/OR PERFORMANCE OF THIS AGREEMENT.

Amendment
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least thirty (30) days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

Notices
All notices, demands, and other communications provided for hereunder shall be in writing and mailed (by certified mail, return receipt requested), sent, or delivered (including by way of overnight courier service or email), to each party, to such other person and/or at such other address,  number or email address as shall be designated by such party in a written notice (including electronic) to the other party.  All such notices, demands, and communications shall be effective when received, unless otherwise stated herein.

Confidentiality
Each party agrees and undertakes that during the term of this Agreement and thereafter in perpetuity it will keep confidential and will not use for its own purposes nor without the prior written consent of the other party disclose to any third party any information of a confidential nature (including without limitation trade secrets and information of commercial value) which may become known to that party from the other party (“Confidential Information”) unless the information (i) is public know ledge or (ii) is already known to that party at the time of disclosure or (iii) subsequently becomes public knowledge other than by breach of this Agreement or (iv) subsequently comes lawfully into the possession of that party from a third party or (v) is required to be disclosed by law or court order provided that the recipient promptly notifies the discloser in writing of the requirement for disclosure and limits the content and distribution of such disclosure to the extent reasonably possible.

Assignment
You may not assign this Agreement or resell the right to use the Services without our prior written consent. We may assign or subcontract this Agreement at any time. This Agreement will be binding upon and inure to the benefit of all of our successors and assigns, which will be bound by all of the obligations of their predecessors or assignors.

Non-Waiver
Launch 27’s failure at any time to require strict performance from you of any of the provisions hereof shall not waive or diminish Launch 27’s right thereafter to demand strict compliance therewith or with any other provision. Waiver of any default shall not waive any other default. Launch 27’s rights hereunder are cumulative and not alternative.

Severability
Should any portion of this Agreement be held to be invalid, unenforceable or void, such holding shall not have the effect of invalidating the remainder of this Agreement or any other part thereof. The parties hereby agree that the portion so held to be invalid, unenforceable, or void shall, if possible, be deemed amended or reduced in scope or entirely severed if necessary.

Force Majeure
Launch 27 will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond Launch 27’s reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

Entire Agreement
This Agreement contains the entire agreement between the parties hereto with respect to the subject matter contained herein. There are no other agreements, written or unwritten, that shall bind the parties. Additional or different terms in any written communication from you, including any purchase order or request for Services, are void.

Contact Us
If you have any questions or suggestions, you may contact us as follows:

Email: support@launch27.com

Phone: (334) 329-6092

If you have questions concerning our Privacy Policy, you may contact us as follows:

Email address: ccpa@fullsteam.com

By mail: Launch 27 Software, C/O Fullsteam Operations, Attn: Compliance, 540 Devall Drive, Suite 301, Auburn, Alabama 36832