We hereby grant you a limited, non-exclusive, worldwide, non-transferable, royalty-free license to use, modify, reproduce, distribute, and display our Materials in electronic and print format in connection with your properties. This is a grant of a license, not a transfer of title.
This license shall automatically terminate, without any further action, upon your breach of this Service Agreement or as otherwise provided under the terms of this Service Agreement. Upon termination of this license, you must immediately destroy any Materials in your possession whether in electronic or printed format.
For purposes of this Agreement, the term “Materials” means the results and proceeds of the Services rendered by us to you under this Agreement including, without limitation, all documents, articles, media, files, videos, photography, clips, literary materials, ideas, and other intellectual property created in connection with our Services.
Disputed Payments
Launch PR makes every effort to be fully transparent in its payment terms and reminders. You must agree to our payment terms before engaging with Launch PR; therefore, you are completely liable for payments made within our terms of this Agreement.
You agree that any dispute regarding this Agreement, and any claim made by you for return of monies paid to Launch PR shall be handled in accordance with applicable laws of the Province of Ontario. Specifically, if you seek to cancel credit card payments (or file a chargeback) on any Monthly Invoice, this Agreement is immediately and automatically terminated (including, without limitation, the license granted to you under Section 3 hereunder), and Launch PR reserves the right to dispute such cancellation and pursue you for monies owed to Launch PR for Services already performed but unpaid by you due to such credit card cancellation. You agree that, regardless of whether you are ultimately successful in any credit card cancellation dispute, you are liable to pay Launch PR for the work already performed as of the time of the cancellation request, at an hourly rate of $250 per hour for all hours spent on your account. In addition, regardless of whether you are ultimately successful in any credit card cancellation dispute, you agree that you are liable for any late fees and interest as provided in Section 4. Launch PR will provide you with an itemization of hours spent within a reasonable time upon your written request and payment will be expected in full within thirty (30) days from the date such itemization is provided. If you do not pay for such hourly work on Launch PR’s demand and within thirty (30) days, Launch PR reserves the right to initiate an action in court for breach of this Agreement, regardless of the previous outcome of any credit card cancellation dispute. Additionally, Launch PR reserves the right to pursue against you for the fees and costs (including reasonable attorneys’ fees) Launch PR had incurred in disputing or defending such credit card cancellation, including but not limited to the lost business profits in the form of time Launch PR and its representatives spent handling such dispute, at Launch PR’s hourly rate of $250. This provision shall survive any cancellation or termination of this Agreement.
Disclaimers and Limitation of Liability
The Services and Materials are provided on an “as is” basis without any representations or warranties. Launch PR makes no warranties regarding its Services and/or Materials, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.
Without limiting the foregoing, Launch PR does not warrant or make any representations concerning the accuracy, likely results, or reliability of the Services and/or Materials, including without limitation any materials on any sites linked to our Services or Materials.
In no event shall Launch PR, or its officers, members, managers, employees, and/or contractors, be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of our Services and/or the use or inability to use the Materials, even if Launch PR or an Launch PR authorized representative has been notified orally or in writing of the possibility of such damage.
Launch PR does not warrant that any of its Services and/or Materials are accurate, complete or current. Launch PR may make changes to its Materials at any time without notice. However, Launch PR does not make any commitment to update the Materials.
The Launch PR Guarantee
Subject to Section 12(c) below, Launch PR promises to customers who subscribe to the Rookie, Varsity, or Executive Package a guaranteed number of Successes – as defined in Section (B) below. Specifically, Launch PR will meet the stated Successes within sixty (60) days of Commencement of the Package or Launch PR will refund you one (1) Monthly Invoice at the then current Package you selected.
Depending on the Package you purchase, the applicable promises include:
The Rookie = 1 Successes
The Varsity = 2 Successes
The Executive = 3 Successes
Custom Packages = no guarantee unless expressly stated in the terms of the Custom Package
The following definitions and limitations apply to the Launch PR Guarantee:
“Commencement of the Package” means the date you select and commence payment for Your Package subject to the guarantee. For example, if on January 1st, you signed this Agreement and started paying for the Rookie Package, then the Commencement of the Package, for the Rookie Package, means January 1st. Under that same example, if on February 1st you upgrade your package from The Rookie to The Varsity Package, then the Commencement of the Package, for the Varsity Package, is February 1st.
“Successes” may include a Guaranteed Publication or Guaranteed Audio such as, by example, but not limited to, a podcast, radio, television, featured article, print article, copyrighting work, or a website blog.
Further, a “Guaranteed Publication” on a website (e.g., featured article or website blog) will have a minimum domain authority greater than 30 and traffic greater than 1000 visits per month.
A “Guaranteed Audio” (e.g., radio or podcast opportunity) will have a minimum reach of 1000 listeners. You understand and agree that a Guaranteed Audio must be explicitly requested by you, each month, in order to be valid.
Notwithstanding the foregoing, there is no guarantee the Successes will include television, speaking, or an award. There is also no guarantee the Successes will include the creation of a Wikipedia page or verification of any social media accounts.
THE Launch PR GUARANTEE UNDER SECTION 7 IS VOID IF: (1) YOU DO NOT REPLY TO THE PUBLICIST IN WRITING WITH THE NECESSARY INFORMATION WITHIN 48 HOURS OF COMMUNICATION BY THE PUBLICIST; OR (2) TURN DOWN OR REJECT ANY OF OUR PUBLICATIONS. FURTHER, IF WE FIND YOUR COMMUNICATION IS NOT ACCEPTABLE AS REQUIRED TO ACHIEVE YOUR SUCCESSES, IN OUR SOLE DISCRETION, THE GUARANTEE IS VOID.
Miscellaneous
Electronic Signature – You acknowledge and agree that by clicking on the button labeled “CONFIRM PURCHASE,” “SUBMIT”, “DOWNLOAD”, “PLACE MY ORDER”, “I ACCEPT” or such similar links as may be designated by Launch PR to accept the terms and conditions of this Agreement, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these terms. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, YOU HEREBY AGREE TO THE — USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SITE OR SERVICES OFFERED BY Launch PR. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
Notices – All notices to either party shall be sent electronically to the email address(es) provided by each Party to the other (effective only confirmation of receipt by the receiving party) and as otherwise set forth below. Alternatively, such written notice will also be deemed given upon personal delivery, or on receipt or refusal if sent by U.S. first class certified or registered mail, postage prepaid, return receipt requested, or by a recognized private delivery service, to the addresses stated on first page of this Agreement. Either party may change its address for purposes of notice on five (5) days’ notice to the other party in the manner aforesaid.
Severability, Headings – If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. In such event, the Parties hereby acknowledge their intent to make such invalidated provision, or part of such provision, as to be deemed replaced with a valid provision or part of provision that most closely approximates and gives effect to the intent and economic effect of the invalid provision or part of provision. Any such modification shall revise the existing invalid provision, or part thereof, only as much as necessary to make the invalidly-held provision otherwise valid. Headings are used for convenience of reference only, are not part of this Agreement, and in no way define, limit, construe or describe the scope or extent of any section of this Agreement, or in any way affect this Agreement.
Waiver – The failure of any party to insist on or enforce strict performance of any provision of this Agreement, or to exercise any right or remedy under this Agreement or applicable law will not be construed as a waiver or relinquishment of the right to assert or rely upon any such provision, right or remedy in that or any other instance. Waiver by either party of a breach of any provision contained herein must be in writing, and no such waiver may be construed as a waiver of any other and/or succeeding breach of such or any other provision of this Agreement, or a waiver of the provision itself.
Force Majeure – Neither Party shall be responsible for any failure to perform beyond its reasonable control, including, without limitation acts of God, national health emergency, acts or omissions of civil or military authority, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, or interruptions in telecommunications or internet services, third party vendors or network provider services.
Attorneys’ Fees – In any action or proceeding commenced by any party against the other in connection with this Agreement, the substantially non-prevailing party shall reimburse the substantially prevailing party for the reasonable attorneys’ fees and costs incurred by the substantially prevailing party in prosecuting or defending said action or proceeding or any appeal thereof.
Indemnification – You agree to indemnify, defend, and save and hold harmless Launch PR, including its respective insurers, directors, officers, employees, agents, and representatives (collectively the “Indemnified Parties” and each an “Indemnified Party”), and to hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all attorneys’ fees and costs) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority, throughout the world, in connection with or relating to the matters referred to in this Agreement, resulting from or relating directly or indirectly to your breach of this Agreement. The foregoing indemnity shall survive expiration or termination of this Agreement.
Neither party shall be liable to the other party for: (1) any consequential, incidental, special or punitive damages (including, without limitation, lost revenue, lost profits or loss of data), even if advised of the possibility of such damages, or (2) acts of negligence unless it is also proven to an the party was an intentional wrongdoer in accordance with Ontario law. Notwithstanding anything contained herein to the contrary, Launch PR’s total liability to You under this agreement from all causes of action and under all theories of liability will be limited to the greater of (a) payments actually received from You under this agreement during the six (6) month period preceding the date a claim for liability arises hereunder or (b) $15,000.
Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
