The Services are available only for individuals aged 18 years or older. If you are under 18 years of age, then please do not access and/or use the Services. By entering into this Agreement, you represent and warrant that you are 18 years or older.
If you accept or agree to the Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
1.1. Registering Your Account. In order to access certain features of the Services, you may be required to become an Authorized User. An “Authorized User” is a user who has registered an account on the Services (“Account”), or has a valid account on a social networking service, email service, or SSO service (collectively “SNS”) through which you have connected to the Services (each such account, a “SNS Account”).
1.2. Access Through a SNS. If you access the Services through an SNS, you may link your Account with SNS Accounts by allowing us to access your SNS Account, as permitted under the applicable terms and conditions that govern your use of each SNS Account. You represent that you are entitled to grant LaunchScience access to your SNS Account without breach by you of any of the terms and conditions that govern your use of the applicable SNS Account and without obligating us to pay any fees or making LaunchScience subject to any usage limitations imposed by such third-party service providers. By granting us access to any SNS Accounts, you understand that we may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video messages, tags and/or other materials accessible through the Services that you have provided to and stored in your SNS Accounts (collectively, “SNS Content”). Unless otherwise specified in this Agreement, all SNS Content shall be considered to be your content for all purposes of the Agreement. Depending on the SNS Accounts you choose and subject to the privacy settings that you have set in such SNS Accounts, personally identifiable information that you post to your SNS Accounts may be available on and through your Account for the Services. Please note that if an SNS Account or associated SNS becomes unavailable or our access to such SNS Account is terminated by the provider of such SNS (the “Third-Party SNS Service Provider”), then SNS Content will no longer be available on and through the Services. You have the ability to disable the connection between your Account and your SNS Accounts at any time by accessing the “Settings” section of the Services. YOUR RELATIONSHIP WITH THE THIRD-PARTY SNS SERVICE PROVIDERS ASSOCIATED WITH YOUR SNS ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SNS SERVICE PROVIDERS, AND WE DISCLAIM ANY LIABILITY FOR ANY SNS CONTENT, INCLUDING ANY PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO US BY SUCH THIRD-PARTY SNS SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH SNS ACCOUNTS.
1.3. Registration Data. In registering an Account on the Services, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are of legal age to form a binding contract and not a person barred from using the Services under the laws of any applicable jurisdiction. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify LaunchScience immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or LaunchScience has reasonable grounds to suspect as much, LaunchScience has the right to suspend or terminate your Account and this Agreement and to refuse any and all current or future use of the Services. You agree not to create an Account on behalf of someone other than yourself or if you have been previously removed by LaunchScience. LaunchScience is under no obligation to accept any individual or legal entity as an Authorized User of the Services, and may accept or reject any registration in its sole and complete discretion.
1.4. Your Account. You have no ownership or other property interest in your Account, and all rights in and to your Account are and will forever be owned by and inure to the benefit of LaunchScience.
2.1. Use of the Service and Services. Subject to the terms and conditions of this Agreement, LaunchScience grants you a non-transferable, non-exclusive, revocable, limited license to access and use the Services solely for your internal business purposes. You acknowledge and agree that LaunchScience will have no obligation to provide you with any support or maintenance in connection with the Services except as specified in a given paid Subscription Plan.
2.2. Application License. Subject to your compliance with the Agreement, LaunchScience grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the application solely for your own personal or internal business purposes. Furthermore, with respect to any App accessed through or downloaded from the Apple, Inc. App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group. Certain parts of the App are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. Each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, LaunchScience makes such Open Source Software, and our modifications to that Open Source Software, available by written request at the notice address specified in this Agreement. We reserve all rights in and to the App not expressly granted to you under these Terms of Service.
2.3. Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services or any content displayed on the Services; (b) you will not frame or utilize framing techniques to enclose any trademark, logo or other portion of the Services (including images, text, page layout or form) of LaunchScience; (c) you will not use any metatags or other “hidden text” using LaunchScience’s name or trademarks; (d) you will not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you will not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Service or Services (except that we grant operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials; (f) you will not access the Services in order to build a similar or competitive website, product, or service; (g) you will not upload, post, email, transmit or otherwise make available any content that (i) infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or (ii) is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or (iii) discloses any sensitive information about another person, including that person’s email address, postal address, phone number, credit card information, or any similar information; and (h) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or addition to the Services’ functionality will be subject to this Agreement. All copyright and other proprietary notices on or in the Services (or on any content displayed on the Services) must be retained on all copies thereof.
2.4. Modification. LaunchScience reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice subject to Section 3, below.
2.5. Ownership. LaunchScience or its licensors own all right, title and interest in and to the Services, the underlying software, algorithms, technology as well as any content, text, graphics, images, and other materials made available through the Services (“LaunchScience IP”). Neither this Agreement (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to the LaunchScience IP, except for the limited access rights set forth in Section 2.1. LaunchScience and its licensors reserve all rights not granted in this Agreement. The LaunchScience IP is protected under both United States and foreign laws. Unauthorized use of the LaunchScience IP may violate copyright, trademark, and other laws. You have no rights in or to the LaunchScience IP, and you will not use the LaunchScience IP except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the LaunchScience IP on any copy you make of the LaunchScience IP. You may not sell, transfer, assign, license, sublicense, or modify the LaunchScience IP or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the LaunchScience IP in any way for any public or commercial purpose. The use or posting of the LaunchScience IP on any other website or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access and/or use the LaunchScience IP automatically terminates and you must immediately destroy any copies you have made of the LaunchScience IP.
The trademarks, service marks, and logos of LaunchScience (“LaunchScience Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of LaunchScience. Other company, product, and service names located on the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with LaunchScience Trademarks, the “Trademarks”). Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of LaunchScience Trademarks inures to our benefit.
Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the LaunchScience IP may be retransmitted without our express, written consent for each and every instance.
3.1 Subscription Plan. The prices, features, and options of the LaunchScience Services depend on the subscription plan (“Subscription Plan”) selected by you or by the owner of an Account to which you have access. LaunchScience does not guarantee that your particular Subscription Plan will be offered indefinitely. We reserve the right to change the prices, features, or options included in a particular Subscription Plan without notice, provided that such changes shall not take effect until your next applicable subscription term.
If you exceed your Subscription Plan’s usage limits, you may be automatically upgraded into the next highest Subscription Plan or charged an overage or usage fee as described in the Subscription Plan. You expressly acknowledge and agree that you will pay for the upgraded Subscription Plan, overage or usage fees.
Except as expressly set forth in these Terms of Service, all fees and charges are non-refundable, even if you did not use the full usage allotment of the applicable Subscription Plan.
3.3 Taxes. LaunchScience’s fees are exclusive of all taxes, and you must pay any applicable sales, use, VAT, GST, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of LaunchScience. You will not deduct any applicable taxes from the payments to LaunchScience, except as required by law. If such deduction is required by law, you will increase the amount payable as necessary so that after making all required deductions and withholdings, LaunchScience receives and retains (free from any such liabilities) an amount equal to the amount it would have received had no such deductions or withholdings been made.
3.4 Auto-renewals and Trials. IF YOUR ACCOUNT IS SET TO AUTO-RENEWAL OR IS IN A TRIAL PERIOD AND YOU HAVE PROVIDED A METHOD OF PAYMENT TO LAUNCHSCIENCE FOR THE SERVICES, LAUNCHSCIENCE MAY CHARGE YOU AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS YOU CANCEL YOUR SUBSCRIPTION AS DESCRIBED IN SECTION 3.7 BELOW. LaunchScience reserves the right in its sole discretion to stop offering free trial of the Services at any time without any liability to you.
3.5 Purchase Orders. You agree that you will pay all amounts owed, including recurring charges, without requiring any purchase orders or reference(s) to purchase order numbers. If a purchase order is required, then you will promptly notify LaunchScience at least thirty (30) days prior to such requirement and the parties will cooperate in good faith in implementing a billing process that includes references such purchase order numbers. You agree that any purchase orders are for administrative purposes only and that any non-administrative terms (including, but not limited to legal, security, privacy, or finance terms) contained in its purchase order(s) do not apply to its purchase or use of LaunchScience Services.
3.6 No Refunds. Except as expressly set forth in these Terms of Service, Subscription and usage or overage fees (and any other fees associated with the Services, including higher subscription fees for upgrades) are non-refundable and non-creditable, except where required by law.
3.7 Cancellation and Termination by You. You are solely responsible for properly canceling your subscription. An email or phone request to cancel your subscription is not considered cancellation. You can cancel your subscription at any time by clicking on the Settings link in the Services screen. The settings screen provides a simple no-questions-asked cancellation link. If you cancel your subscription before the end of your then-current subscription term, your cancellation will take effect at the end of your current billing period , and you will not be charged again. Please note that we do not provide refunds for unused time in the last billing cycle. Once your cancellation is effective, you will not be able to access the Services.
3.8 Downgrades. If you wish to change your Subscription Plan to a lower priced plan, or a plan with lower usage levels, such change will apply at the end of your then-current payment cycle. In some cases, such downgrade may not be available within the Services on a self-service basis, and must be requested by emailing LaunchScience support.
3.9 Termination and Suspension by LaunchScience: LaunchScience may terminate your Account and/or these Terms of Service at any time and for any reason upon notice to you. We may also suspend our Services to you at any time, with or without cause. If we terminate your Account without cause, we will refund a prorated portion of your monthly prepayment. We will not refund or reimburse you if we terminate your Account for cause, including (without limitation) for a violation of these Terms of Service or other policies, including for failure to pay the applicable fees when due. If we terminate or suspend your account, your right to use the Services, including but not limited to, any software or content provided in connection with the subscription is also terminated or suspended (as applicable).
3.10 Effect of Termination. Once your Account is terminated, we may permanently delete your Account and any or all User Content associated with it. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms of Service. All sections of these Terms of Service which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.
4.1. Feedback. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Service (“Feedback”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such Feedback for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Feedback, and you hereby warrant that any such Feedback is original and that you have the right to submit such Feedback. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Feedback.
4.2 User Contributions. The Services may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials through the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material for public consumption through a website or other distribution channel (collectively, “Contributions”). You expressly acknowledge and agree that once you submit your Contributions through the Services, there is no confidentiality or privacy with respect to such Contributions, including, without limitation, any personally identifiable information that you may make available. Contributions may be viewable by other users of the Services and through third-party websites and other distribution channels through which they are made available. YOU, AND NOT LAUNCH SCIENCE, ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL CONTRIBUTIONS THAT YOU UPLOAD, POST, E-MAIL OR OTHERWISE TRANSMIT VIA THE SERVICES. We are not obligated to publish any Contributions on our Services and can remove it in our sole discretion, with or without notice.
You retain all copyrights and other intellectual property rights in and to your Contributions. You do, however, hereby grant Launch Science and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your Contributions and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised.
When you create or make available any Contributions, you thereby represent and warrant that:
4.3. Your Data. For purposes of these Terms of Services, “Your Data” means any data and information about your business that you provide to us through the Services, including but not limited to, any SNS Content; and “Usage Data” means anonymous, analytical data that LaunchScience collects concerning the performance and your use of the Services, including, without limitation, date and time that you access the Services, the portions of the Services visited, the frequency and number of times such pages are accessed, the number of times the Services is used in a given time period and other usage and performance data. For the avoidance of doubt, Your Data does not include your Contributions.
As between the parties, you own all right, title, and interest in and to Your Data, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all intellectual rights therein. You hereby grants LaunchScience a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses, to reproduce, execute, use, store, archive, modify, perform, display and distribute Your Data: (i) during the term of this Agreement, in furtherance of LaunchScience’s obligations hereunder; and (ii) for Launch Science’s internal business purposes, including using such data to analyze, update, and improve the Services, for machine learning and artificial intelligence modeling, for LaunchScience’s analytics capabilities and for benchmarking purposes.
Notwithstanding anything to the contrary herein, we may use, and may permit our third-party service providers to access and use, Your Data, as well as any Usage Data that we may collect, in an anonymous and aggregated form (“Aggregate Data”) for the purposes of operating, maintaining, managing, and improving our products and services including the Services. Aggregate Data does not identify any individual. You hereby agree that we may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data.
You will indemnify, defend, and hold Launch Science, its affiliates, and our and their respective shareholders, members, officers, directors, employees, agents, and representatives (collectively, “Launch Science Indemnitees”) harmless from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney’s fees (collectively, “Losses”) incurred by any Launch Science Indemnitee in connection with a third-party claim, action, or proceeding (each, a “Claim”) arising from your (i) breach of this Agreement, including but not limited to, any breach of your representations and warranties; (ii) misuse of the Services, and/or the Launch Science IP; (iii) negligence, gross negligence, willful misconduct, fraud, misrepresentation or violation of law; or (iv) violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right; provided, however, that the foregoing obligations shall be subject to our: (i) promptly notifying you of the Claim; (ii) providing you, at your expense, with reasonable cooperation in the defense of the Claim; and (iii) providing you with sole control over the defense and negotiations for a settlement or compromise.
6.1. Third-Party Links. The Services may contain links to third-party websites and services and/or display advertisements for third parties (collectively, “Third-Party Links”). Such Third-Party Links are not under our control, and we are not responsible for any Third-Party Links. We provide access to these Third-Party Links only as a convenience to you, and we do not review, approve, endorse, or make any representations with respect to Third-Party Links. You use all Third-Party Links at your own risk and when you click on any of the Third-Party Links, the applicable third party's terms apply, including the third party's privacy and data gathering practices. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access Third-Party Links, you do so at your own risk.
6.2. Compliance with applicable laws. The Services are based in the United States. We make no claims concerning whether the Services may be viewed or be appropriate for use outside of the United States. If you access the Services from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
THE SERVICES AND THE CONTENT PROVIDED THROUGH THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND LAUNCHSCIENCE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. TO THE EXTENT THAT LAUNCHSCIENCE AND LAUNCHSCIENCE’S SUPPLIERS MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LAUNCHSCIENCE (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF LAUNCHSCIENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DIRECT DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL NOT EXCEED THE GREATER OF FIFTY US DOLLARS (U.S. $50) OR THE AMOUNTS PAID BY YOU WITHIN THE PREVIOUS TWELVE (12) MONTH PERIOD. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
In the event of a dispute arising under or relating to this Agreement, and/or the Services (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 11 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York for purposes of any such action by us.
Reporting Claims or Copyright Infringement
We respect the intellectual property rights of others and attempt to comply with all relevant laws. We will review all claims of copyright infringement received and remove any content deemed to have been posted or distributed in violation of any such laws. Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
41 East 11th Street, 11th Floor
New York, NY 10003
If you believe that your work has been copied on the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
If you believe that material you posted on the Services was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our copyright agent (identified above).
Pursuant to the Act, the Counter-Notice must include substantially the following: (i) your physical or electronic signature; (ii) an identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled; (iii) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (iv) a statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; (v) a statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Services may be found) and that you will accept service from the person (or an agent of that person) who provided the Services with the complaint at issue.
The Act allows us to restore the removed content if the party filing the original notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.
Please be aware that if you knowingly materially misrepresent that material or activity on the Services was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the Act.
13.1. Changes. This Agreement is subject to occasional revision, and if we make any material changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Services. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. By continuing to access or use our Services following after we have notified you or posted a modification on the Services, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Services.
13.2. Accessing and Downloading the App from the Apple App Store. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store. These terms are in addition to all other terms contained in these Terms of Service:
13.3. Export. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from LaunchScience, or any products utilizing such data, in violation of U.S. export laws or regulations.
13.4. Disclosures. LaunchScience is located at the address in Section 10.10. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95814, or by telephone at (800) 952-5210.
13.5. Electronic communications. The communications between you and LaunchScience may use electronic means, whether you access or use our Services or send emails to us, or whether LaunchScience posts notices on or in the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from LaunchScience in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that LaunchScience provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. section 7001 et. Seq (“E-Sign”).
13.6. Governing law. The Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions. The parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in New York, New York for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement.
13.7. Notice. Where LaunchScience requires that you provide an email address, you are responsible for providing us with your most current email address. In the event that the last email address you provided to us is not valid, or for any reason is not capable of delivering to any notices required or permitted by this Agreement, our dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to us at the address set forth in Section 12.10. Such notice shall be deemed given when received by us by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at that address.
13.8. Entire Agreement. This Agreement, including the documents referred to herein, constitutes the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to LaunchScience is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, or otherwise transferred by you without LaunchScience's prior written consent, and any attempted assignment, subcontract, or transfer in violation of the foregoing will be null and void. The terms and conditions set forth in this Agreement will be binding upon assignees.
13.9. Copyright/Trademark Information. Copyright © 2023, LaunchScience, Inc. All rights reserved. All Trademarks displayed on or in the Services are our property or the property of third parties. You may not use these Trademarks without our prior written consent or the consent of such third party.
10.10. Contact Information:
℅ Roscoe Labs
41 E 11TH ST, 11TH FLOOR
New York NY 10003