1. STANDARD TERMS AND CONDITIONS
These are the standard terms and conditions (hereafter, the "Terms") governing all work efforts requested of or performed by Launchpad Intelligent Software, LLC (hereafter, “Launchpad”). Such work may include, but is not limited to, website design and development; software design and development; marketing and market research; website or software improvement, adjustment, or augmentation; graphic design; print template design and development; and contract work of any kind performed by, on, or for a third-party entity or platform (collectively, the "Services"). The Terms shall apply to all proposed and authorized contracts and all Services proposed or undertaken by Launchpad for any individual or collective entity with whom such contracts shall be in place, from whom such Services have been requested, or for whom such Services have been performed (the "Client"). The Terms as they relate to any Project Proposal: Scope Statement & Estimate (a "Proposal") expire thirty (30) calendar days after the date of submission to Client. Upon expiration of a Proposal, Launchpad reserves the right to modify the Proposal and resubmit it to Client.
Client agrees to pay Launchpad the fees listed in the Proposal. Pricing in the Proposal includes only Launchpad fees.
3. REIMBURSEMENT FOR EXPENSES
Prices quoted for Services do not include expenses. Client shall reimburse Launchpad for reasonable and necessary costs it may incur. Such costs may arise as a result of, but shall not be limited to, travel; the purchase of templates, third party software, stock photographs, fonts, domain name registration, web hosting, or similar expenses; and out-of-pocket costs for software, licenses, and registration. Launchpad shall not commence any action which may incur expenses until such time as it has obtained the prior approval of Client. Client agrees to reimburse Launchpad immediately upon request for any Client-requested and -approved expenses which lie outside the scope of a Proposal.
All travel outside the Atlanta, Georgia Metropolitan Statistical Area or Tampa-Saint Petersburg-Clearwater, Florida Metropolitan Statistical Area must be approved by Client prior to being undertaken. Client shall reimburse Launchpad for all Project-required or Client-requested travel-related expenses, including, but not limited to, incidental, out-of-pocket expenses and incurred hourly cost at $225.00 per hour; mileage reimbursement for motor vehicle travel at $0.556 per mile; non-motor-vehicle travel expenses, including, but not limited to, airfare and rental vehicles, which shall be billed at a rate of 125% of the invoiced cost of such travel to Launchpad.
4. BILLING & PAYMENT SCHEDULE
For total billing < $500: No deposit required.
For total billing > $500 but < $5,000: A 50% deposit of the total fee payable according to the Proposal is due immediately upon receipt by Launchpad of a signed, authorized copy of the Proposal. The remaining 50% shall become due 30 days after the start of the project or 10 days prior to the date of Project delivery, whichever is sooner.
For total billing > $5,000: A deposit in the amount of approximately one-third of the total fee payable according to the Proposal is due immediately upon receipt by Launchpad of a signed, authorized copy of the Proposal. A second payment of approximately one-third of the total Proposal fee shall become due on a date halfway between the dates of Project commencement and delivery, and the final payment shall become due 60 days after Project commencement or 5 days prior to Project delivery, whichever is sooner.
Launchpad reserves the right not to commence any work until a required deposit has been paid in full. The deposit shall only be refundable if Launchpad has not fulfilled its obligations to deliver the work required according to the Proposal agreement. The deposit shall not be refundable if, after Services have commenced and through no fault or cause of Launchpad, the Proposal agreement has been terminated or breached by the Client.
Payment shall be due within fifteen (15) calendar days of receipt of an invoice by Client. Client may not withhold any amounts due hereunder, and Launchpad reserves the right to cease work without prejudice if amounts are not paid when due. Invoices shall list any Client-approved expenses and additional costs as separate line items.
6. LATE PAYMENT
A monthly service fee of 1.5 percent of the balance due, or the maximum allowable by law, shall be payable on all overdue balances in addition to the balance outstanding. All grants of any license to use or transfer ownership of any intellectual property rights under these Terms are predicated on full payment of any balance due, including all outstanding additional costs, expenses, fees, or any other applicable charges, and shall be immediately rescinded until such time as full payment on an outstanding balance has been received from Client by Launchpad.
7. CHANGES TO PROJECT PROPOSAL SCOPE
If Client desires to change the scope of a Proposal after acceptance of these Terms, Client shall transmit to Launchpad a written Change Order describing the requested changes in detail. Within three days of receiving a Change Order, Launchpad shall respond with a statement proposing Launchpad’s availability, additional fees, changes to delivery dates, and any required modification to these Terms. Launchpad shall evaluate each Change Order at its standard rate and charges. Client will be billed for such evaluation on a time and materials basis at Launchpad’s retail hourly rate of $225.00 per hour. Such charges shall be in addition to all other amounts due and payable under these, regardless of any maximum budget, contract price, or final price identified. Launchpad may, at its sole discretion and as may be required by Client-requested changes, elect to extend or modify any delivery schedule or deadlines originally outlined in the Proposal. Client shall have seven (7) calendar days to respond in writing accepting or rejecting the scope of any changed Proposal. If Client rejects the proposal, Launchpad shall not be obligated to perform any Services beyond those specified in the original Proposal.
8. SUPPLY OF MATERIALS
It shall be the sole responsibility of the Client to supply all materials and information required by Launchpad to complete the Services in accordance with any Proposal. Such materials may include, but are not limited to, photographs, written copy, logos, and other printed or non-printed material. Where there is any delay in supplying these materials to Launchpad leading to a subsequent delay in the completion of Services, Launchpad reserves the right to unilaterally and without Client consent extend any previously agreed-upon project delivery deadlines by a reasonable amount.
Failure by Client to supply materials shall not preclude Launchpad from billing Client according to Section 4 of these Terms in adherence to the original timeline specified in the Proposal.
Launchpad is pleased to offer Client the opportunity to make revisions to the design. However, Launchpad reserves the right to limit the number of design proposals to a reasonable amount, and to charge Client for additional designs if a change is made to the original design specification.
The Launchpad development phase is flexible and does allow for certain variations on the original specification. However, any major deviation from the Proposal specification will be charged at the retail rate of $225.00 per hour.
10A. PROJECT DELAYS
Any time frames or estimates provided by Launchpad are contingent upon full cooperation by Client and receipt of complete and final content necessary to complete Services. During development, there shall routinely be a certain amount of feedback required in order to progress to subsequent phases. It is required that a single representative point of contact be appointed by the Client and be made available on a daily basis for the duration of Services in order to facilitate the feedback process.
Client shall use all reasonable efforts to provide Launchpad with needed information, materials, and approvals for the duration of the Services timeline. Any delay by Client will result in a day-for-day extension of the due date for all Proposal deliverables. Any delay caused by conditions beyond the reasonable control of either party shall not be considered a breach and will result in a day-for-day extension of the due date of any Services due. Both parties shall use reasonable efforts to notify one another, in writing, of any real or anticipated delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism, and epidemics.
11. APPROVAL OF WORK
Upon completion of Services, Client shall be notified and have the opportunity to review. Client must notify Launchpad in writing of any unsatisfactory points within seven (7) calendar days of completion notification. Any points not reported to Launchpad in writing as unsatisfactory within the 7-day review period will be deemed to have been approved. Once deemed or expressly approved, Services cannot subsequently be rejected, the Proposal shall be deemed to have been satisfied, and any outstanding balance shall immediately become due.
12. REJECTED WORK
If Client rejects any completed Services within the 7-day review period, or does not approve subsequent Services performed by Launchpad in order to remedy any points recorded as being unsatisfactory; and if Launchpad, acting reasonably, considers that Client has been unreasonable in any rejection of Services; Launchpad may elect to treat this contract as at an end and take measures to recover payment for the completed work.
Alteration of any Services-related code or materials for any reason is prohibited without the expressed permission of Launchpad. Launchpad shall be given the first opportunity to make any required alterations. Unauthorized alterations shall constitute additional use and will be billed to Client at the retail rate according to these Terms.
14. WARRANTY BY YOU AS TO OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
Client shall obtain all necessary permissions and authorities with respect to the use of all copy, graphic images, registered company logos, names and trademarks, and any other material supplied to Launchpad for inclusion in any Services-related products.
Client agrees to indemnify and hold harmless Launchpad and its assigns from any claim or legal action arising from or related to the inclusion of materials within Services-related products.
Once Client has paid Launchpad in full for Services rendered, Client shall have access to project collateral, including content and images, for the life of the product. Regardless of access granted, Launchpad shall retain ownership of all proprietary rights to the intellectual property and proprietary code attached to product developed pursuant to a Proposal and these Terms, including certain rights, if any, which Launchpad may retain pursuant to possession of a license from another party. Upon full payment of the fees set forth in the Proposal and according to these Terms, Launchpad shall grant to Client a non-exclusive license to use the intellectual property contained within or related to the product. Client shall not be authorized to sell or license the intellectual property or rights thereof to any other individual or organization without expressed written consent from Launchpad.
16. LICENSE (APPLICABLE ONLY TO iCOMMERCE AND LIFTOFF)
Launchpad grants to Client a non-exclusive, perpetual, worldwide license to use and display the Services-related product in accordance with these Terms. The rights granted to Client are for use of the Services-related product in its original form only. Client may not change, create derivative works, or extract portions of the Services-related product at any time for any reason.
17. SEARCH ENGINES
Launchpad does not guarantee any specific position in search engine results for a Client website. Launchpad routinely performs basic search engine optimization according to current best practice.
18. CONSEQUENTIAL LOSS
Neither party shall be liable to the other for any loss or damages which may be incurred as a result of, and which may be in any way attributable to, any real or perceived delays in product performance, Services completion, or execution of a contract or Proposal, regardless of the manner in which such a delay may arise.
To the fullest extent permitted by law, all terms, conditions, warranties, undertakings, inducements, or representations, whether expressed, implied, statutory, or otherwise (other than the expressed provisions of these Terms), relating in any way to Services provided by Launchpad to Client, are excluded. Without limitation to the above, to the extent permitted by law, any real or perceived liability of Launchpad under any term, condition, warranty, or representation that by law cannot be excluded, is, where permitted by law, limited at our option to the replacement, repair, or re-supply of Services, or to the payment of the cost of the Services for which Launchpad may be contracted to perform.
Launchpad reserves the right, at its sole discretion and without obligation to notify Client, to subcontract any services to any third party at any time.
21. RELATIONSHIP OF THE PARTIES
Launchpad is an independent contractor. Launchpad shall determine, at its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is implied, intended, or created by these Terms. No party is authorized to act as agent or bind the other party except as expressly stated in these Terms. Launchpad and the Services and product it provides shall not be deemed a work-for-hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by these Terms.
22. CONFIDENTIAL INFORMATION AND NON-DISCLOSURE
Launchpad (and any subcontractors it may elect to engage) agrees not to disclose confidential Client information at any time, for any reason, unless requested to do so by official order of or subpoena by an agent or court of law.
All material considered confidential by either party shall be designated as confidential. Confidential Client information shall be used by Launchpad only as needed to perform Services as agreed. Confidential Information shall not include any information which has or shall become publicly known, or which is received by Launchpad from a third party without a documented restriction on disclosure.
Client is responsible for maintaining backups of collateral. Launchpad stores and backs up website and software data in its possession on a daily basis. Launchpad shall not be held liable for any data loss suffered by Client in the event that a failure occurs.
24. OWNERSHIP OF DOMAIN NAMES AND WEB HOSTING
Launchpad shall supply to Client account credentials for domain name registration and/or web hosting purchased on Client's behalf immediately upon reimbursement of Launchpad for any expenses incurred as a result of establishment of such registration or hosting.
If Client shall already have established domain registration or hosting, Client shall supply credentials to Launchpad sufficient to transfer or retain such.
So long as any Client website or domain remains built upon Launchpad's "iCommerce" or "Liftoff" platforms, such website shall be non-transferable to any other host.
If the Client website is built upon another platform (examples include Adobe Business Catalyst, WordPress, Joomla, or Drupal), Client shall have the option of transferring the site should they choose to host the site elsewhere.
Launchpad shall not be responsible for any ongoing maintenance, security, upgrades, modifications, plugins, infrastructure, or related items as pertains to 3rd-party hosting providers or facilities.
25. DOMAIN NAME AND WEBSITE CONTENT ACCEPTABLE USE
In order to protect its customers, partners, and employees, Launchpad reserves the right to review domain names and website content at any time for acceptable use. The following describes violations of acceptable use under this policy:
Domain names, subdomains, or content using abusive or profane language;
Content, imagery, or wording which is deemed discriminatory against or malicious toward individual people or organizations based upon their race, color, creed, religion, national origin, age, sex, expressed gender, sexual orientation, pregnancy status, citizenship, familial status, disability status, veteran status, genetic information, or any other protected class recognized by Federal or State law or by Launchpad in its sole discretion;
Display of content, images, or language which seeks to harm or harass, or which can be construed as threatening to harm or harass, any individual person, group of people, or organizations;
Display of content, images, or language depicting or describing illicit or prescription drugs or related paraphernalia, or promotion of the use thereof;
Display of content, images, or language depicting, describing, or promoting lewd, sexual, or criminal content or activities;
Display of content, images, or language seeking to harm or interfere with, or which can be construed as threatening to harm or interfere with, the business practices of Launchpad or its partners; or
Display of content, images, or language of any kind which Launchpad, at its sole discretion and for any reason, deems inappropriate.
Upon establishment by Client of a domain, subdomain, or content of any kind within or upon any Launchpad platform, Client affirms their immediate and perpetual acceptance of all legal and financial responsibility for damages which may occur as a result of Client use of such domain, subdomain, or content. Launchpad, its employees, managers, directors, owners and partners are thereby indemnified against any liability resulting from improper use as described herein, violation of these Terms, or commercial operation by Client in violation of any law or rule in any jurisdiction in which Launchpad or Client conducts or has conducted business.
Notice of Violation
If any Client domain, subdomain, or content is found to be in violation of these Terms, Launchpad reserves the right to execute any of the following actions which it may deem as necessary and appropriate:
Any illegal operation or illicit activity that may be to be harmful to others as described in these Terms shall be subject to immediate removal, and the Client's account immediately and permanently suspended, without warning.
In all other matters of Client violation of these Terms, Launchpad reserves the right to execute any or all of the following:
Notice may be transmitted to Client by any available means describing the nature of the violation;
Client shall have 5 business days to reply to such notice of violation in an effort to explain or rebut. If Launchpad does not receive a reply from Client within 5 business days, Client's account shall be immediately and permanently suspended.
If Launchpad's judgment of violation stands after receipt of Client explanation or rebuttal, Client shall have 30 calendar days to remedy the violation in full; if the violation remains unremedied for any reason after the 30-day correction period, Client's account shall be immediately and permanently suspended.
In the event that any violation is discovered or any Client account suspended, no refunds of any kind shall be due to Client for any amount previously paid to Launchpad for Services.
Judgment of what shall constitute a violation of these Terms remains at all times the sole discretion of Launchpad, and any such judgment shall be final.
Any updates to the policies governing Acceptable Use, or to any portion of these Terms, shall be transmitted to all active Clients within 10 business days of such updates. Launchpad reserves the right to update these policies and Terms at any time, for any reason.
26. GOVERNING LAW
The agreement constituted by these Terms and by any proposal shall be interpreted according to and governed by the laws of the State of Georgia and of the United States of America. Client and Launchpad agree to submit to the exclusive jurisdiction and venue of the courts in and of the State of Georgia with respect to any dispute arising as a result of these Terms or of any Services agreed upon or rendered
27. TERM AND TERMINATION
These Terms shall begin upon signature by both parties of a Proposal and shall remain in effect until all Services are complete and delivered, or until the Proposal is otherwise terminated. Either party may terminate this agreement at any time, upon 30 days prior written notice to the other party, if one party breaches any of its material responsibilities or obligations under these Terms and fails to cure that breach during such 30 day period. Either party may terminate this agreement at any time, upon written notice to the other party, if a party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition for bankruptcy; or a receiver, trustee, or custodian is appointed for it. In the event of termination, Client shall pay Launchpad for the Services performed through the date of termination in the amount of a pro-rated portion of the fees due. Client shall pay all expenses, fees, and additional costs incurred through the date of termination.
28. CROSS-BROWSER COMPATIBILITY
By using current versions of well-supported content management systems such as iCommerce, Liftoff, Adobe Business Catalyst, WordPress, or “Joomla”, Launchpad endeavors to ensure that the websites and web-related products it creates are compatible with all current modern web browsers such as the most recent versions of Internet Explorer, Firefox, Google Chrome, and Safari. Third-party extensions, where used, may not have the same level of support for all browsers. Where appropriate, we will substitute alternative extensions or implement other solutions, on a best effort basis, where any incompatibilities are found.
Client is responsible for compliance with all laws relating to e-commerce. To the full extent permitted by law, Client shall hold harmless, protect, defend, and indemnify Launchpad and its subcontractors and assigns from any claim, penalty, tax, tariff loss, or damage arising from the use of Internet electronic commerce by Client or any party affiliated theerwith.
30. LAUNCHPAD NAME
Launchpad requests the discretion of adding its logo and a link to its website to Client's site footer. Client is granted the right to decline such request if desired.
31. ACCREDITATION AND PROMOTION
Launchpad shall be entitled to place accreditation, as a hyperlink in the form, size and location as incorporated by Launchpad, within the Services-related product and, where applicable, on each page of a Services-produced website. Launchpad retains the right to reproduce, publish, and display any product it creates within Launchpad’s own portfolios and websites, in galleries, design periodicals, and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of such product.
32. REPRESENTATIONS AND WARRANTIES
Client represents and warrants to Launchpad that, to the best of Client’s knowledge, use of the Client content does not infringe upon the rights of any third party individual or organization. Launchpad hereby represents and warrants to Client that, to the best of Launchpad’s knowledge, no Services-related product shall violate the rights of any third party individual or organization.
EXCEPT FOR THE EXPRESSED REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, LAUNCHPAD MAKES NO WARRANTIES WHATSOEVER. LAUNCHPAD EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
33. INDEMNIFICATION AND LIABILITY
Client shall indemnify Launchpad from any and all damages, liabilities, costs, losses, expenses, or attorney fees arising as a result of any claim, demand, or action by a third party due to materials included in Services-related products at the request of the Client.
IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF LAUNCHPAD, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS, AND AFFILIATES (“LAUNCHPAD PARTIES”) TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO TOTAL COMPENSATION RECEIVED BY LAUNCHPAD AGENTS UNDER THESE TERMS. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR THE MATERIALS OR SERVICES PROVIDED BY LAUNCHPAD, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
34. SUPPORT SERVICES
During the first calendar month following expiration of these Terms (the "Warranty Period"), Launchpad shall provide up to 1 hour of Support Services at no additional cost to Client. Support Services shall be construed to include commercially reasonable technical support and assistance to maintain and update the Services-related product, including correcting any errors or deficiencies. Requests for additional support shall be billed on a time and materials basis at Launchpad’s standard retail rate. The services in the Warranty Period do not include enhancements to the Project or other services outside the scope of the Proposal.
35. DISPUTE RESOLUTION
Parties agree to attempt to resolve any dispute by negotiation between the parties. If parties are unable to resolve the dispute by negotiation, either party may initiate mediation and/or binding arbitration in the State of Georgia. The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation.
Modifications to these Terms must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights, nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach. All notices under this Agreement shall be given in writing either by: (a) Fax or Email, with return confirmation of receipt; or (b) Certified or Registered mail, with return receipt requested. Notice will be effective when received, or in the case of email or fax, upon confirmation of receipt. Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party. These terms shall be governed by the laws of the State of Georgia. If any provision of these Terms is held invalid or unenforceable, the remainder of these Terms shall remain in full force and effect. Where possible, the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law. Headings and numbering used in these Terms are for convenience and reference only and shall not affect the scope, meaning, intent, or interpretation of these Terms, and shall not have any legal effect. These Terms are the entire understanding of the parties with respect to the subject matter hereof and supersede all prior understandings and documents relating to the subject matter of these Terms.
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