Effective date: 5 June 2019
Welcome to SharpLaunch. Please read these Terms carefully because they contain important information about your use of SharpLaunch, legal rights and obligations, liabilities, and limitations. By accessing and using SharpLaunch, you acknowledge that you have read, fully understand, and agree to these Terms.
1.1 These Terms and Conditions (the “Terms”) constitute a legally binding agreement between SharpLaunch, Inc., a C-corporation having a registered place of business at PO Box 504 Portsmouth, NH 03802, the United States of America (the “Company”) and an individual user or a business entity (the “Customer”) (each individually a “Party” and collectively the “Parties”) accessing and using the software-as-a-service SharpLaunch available at https://www.sharplaunch.com (“SharpLaunch”).
1.2 By using SharpLaunch, the Customer agrees to be legally bound by these Terms. If the Customer does not agree with one or more provisions of these Terms, the Customer is advised not to use SharpLaunch or contact the Company to express Customer’s concerns.
1.3 The Customer agrees that these Terms are incorporated in and made a part of the Sales Agreement concluded by the Company. The Terms and the Sales Agreement (collectively, the “Agreement”) constitute the agreement between the Parties with respect to the provision and use of SharpLaunch.
1.4 About SharpLaunch. SharpLaunch is a software-as-a-service product for commercial real estate companies that facilitates marketing operations. By using SharpLaunch, the Customers may create branded property websites, track engagement activity of Customers’ prospects, conduct marketing analytics, use templates for confidentiality agreements, store documents, and create email marketing campaigns.
1.5 Third parties. These Terms apply to SharpLaunch only. Unless otherwise provided by the applicable law, the Company is not responsible or liable in any manner for the acts and omissions of third parties, the quality of the services provided by third parties, the content uploaded by third parties on SharpLaunch, and security and privacy practices deployed by the operators of third-party websites linked to and from SharpLaunch.
1.6 Minors. SharpLaunch should not be accessed and used by persons under the age of majority in their jurisdiction.
1.7 License to use SharpLaunch. The Company grants the Customer a personal, revocable, non-exclusive, non-transferable, and limited license to use SharpLaunch pursuant to these Terms.
1.8 Disclaimer. Although the Company regularly monitors the information available on SharpLaunch, the Company does not guarantee the truthfulness, reliability, currency, relevance, and completeness of the information available on SharpLaunch. Further, the Company is not responsible for the correctness, legality, and suitability of any information and content provided by the Customers through SharpLaunch.
1.9 Other relevant terms. Other documents that include important provisions regarding Customer’s use of ShartLaunch are:
1.10 Any capitalized terms not defined in these Terms shall have the meaning defined in the Sales Agreement.
2.2 When registering the Customer’s Account, the Customer acknowledges, agrees and warrants that:
2.4 Security of Customer’s Account. The Customer is solely responsible for maintaining the confidentiality of the Customer’s Account, including handling login details and passwords in a secure manner. The Customer further agrees to immediately notify the Company about allegedly unauthorized use of the Customer’s Account or any other security breach related to the Customer’s Account. The Customer is responsible for using secure Internet connection and protected networks accessing SharpLaunch. The Company cannot and will not be liable for any loss or damage resulting from Customer’s failure to comply with these security obligations. If there is an unauthorized use of SharpLaunch through the Customer’s Account, the Customer is requested to inform the Company without undue delay.
2.5 Deactivation of Customer’s Account. At any time, the Customer may deactivate the Customer’s Account. Upon deactivation of the Customer’s Account, these Terms shall terminate. Notwithstanding Section 4.6 of these Terms, no fees shall be returned to the Customer upon deactivation of the Customer’s Account.
2.6 Suspension and termination of Customer’s Account. The Company reserves the right to suspend or terminate the Customer’s Account if, at its sole discretion, the Company has grounds to believe that Customer’s use of SharpLaunch seriously and repeatedly breaches these Terms. The Company may also suspend or terminate the Customer’s Account upon a lawful request of a public authority.
2.7 Technical support. The Company provides the Customer with reasonable technical support services. Any requests for customer or technical support should be addressed to the Company by email at firstname.lastname@example.org or by phone at 800-831-9256.
3.1 The Customer can submit various types of content through SharpLaunch, including messages, text, photos, computer files, documents, and reviews (collectively, the “Customer-Generated Content”). The Customer understands that some of the Customer-Generated Content may become available to Customer’s clients, potential clients, End-Users (as defined hereunder) and other Internet users, if it is in-line with the nature and purpose of that User-Generated (e.g., the websites created by the Customers through SharpLaunch and any User-Generated Content provided through such websites may be publicly accessible to Internet users). The Customer is not allowed to make publicly available personal data of persons who have not provided the Customer with their prior authorization or consent to share that personal data. The Customer agrees not to submit any Customer-Generated content that violates these Terms or any applicable laws.
3.2 By submitting the Customer-Generated Content through SharpLaunch, the Customer grants the Company unrestricted, sub-licensable, royalty-free, perpetual, and irrevocable rights to use, distribute, advertise, adapt, remix, modify, publicly display, publicly perform, excerpt, prepare derivative works of, and reproduce the Customer-Generated Content for the sole purposes of providing services through SharpLaunch; no User-Generated Content shall be used by the Company under the said license outside of what is necessary to provide our services though SharpLaunch. The Company reserves the right, in its sole discretion, to refuse to upload, modify, delete, or remove any Customer-Generated Content that violates these Terms.
3.3 The Company does not control or have any knowledge of the content transmitted through SharpLaunch and such content is the sole responsibility of the Customer from whom such content originates. No content violating any provision of these Terms, especially Section 5.5 of the Terms, may be submitted through SharpLaunch.
3.4 The Customer is solely responsible to creating, keeping and maintaining any back up copies of any information submitted to and through SharpLaunch.
4.1 The Fees. Customer’s use of the services provided through SharpLaunch is subject to (i) one-off registration fee and (ii) applicable recurrent service fees payable on a subscription basis (collectively, the “Fees”). The Fees depend on the properties of SharpLaunch chosen by the Customer. The schedule of the Fees and the available subscription plans (the “Subscription Plans”) are communicated to the Customer personally. The Fees are indicated in United States dollars (USD). The one-off registration Fees are charged upon registration of Customer’s Accounts, whereas the Fees for the Subscription Plans are charged automatically on a recurrent basis at the beginning of each billing period chosen by the Customer (e.g., monthly or annually), unless cancelled earlier by the Customer. By concluding a service contract with the Company, the Customer agrees to pay the Fees in accordance with these Terms, the Sales Agreement, and other terms and conditions in force at the moment the service contract is concluded. The Fees remain valid for as long as communicated by the Company or Customer’s Subscription Plan lasts. The Company reserves the right to change the Fees or applicable charges and to institute new charges and the Fees at the end of the Initial Service Term or then‑current renewal term, upon thirty (30) days prior notice to the Customer (which may be sent by email). If Customer’s use of SharpLaunch exceeds the Service Capacity set forth on the Agreement Form or otherwise requires the payment of additional fees, the Customer shall be billed for such usage and the Customer agrees to pay the additional fees in the manner provided herein.
4.2 Taxes. Unless indicated otherwise, all Fees exclude VAT and all other taxes, levies, or duties imposed by taxing authorities. Unless otherwise stated in the schedule of the Fees, the Customer is responsible for paying all applicable taxes, levies, and duties, excluding local taxes based solely on Company’s income. Moreover, the Company is not responsible for covering any Internet service fees, surcharges, and other amounts incurred as a result of Customer’s use of SharpLaunch and the Customer is solely responsible for covering such costs.
4.3 Billing. All payments related to SharpLaunch, including the Fees, can be paid by using one of the following payment methods: (i) credit card, (ii) direct bank transfer, or (iii) checks. The Fees are billed in U.S. dollars, and Customer’s Account or credit card will be debited for the first time when the Customer registers the Customer’s Account and provides payment information; any further Fees will be debited from Customer’s credit card at the beginning of each billing period, unless stated otherwise in the Agreement. The Fees payable by a credit card will be processed by our third-party payment processor Stripe, Inc. (the “Payment Processor”). The Customer is responsible for ensuring that all payment information is correct and the funds necessary for paying the Fees are available. The Customer agrees not to hold the Company liable for payments that do not reach it because the Customer has quoted incorrect payment information or the Payment Processor refused the payment for any other reason. Should the Payment Processor refuse the payment, the provision of the services shall be suspended until the payment is executed successfully. The Payment Processor may collect some personal data from the Customer, which allows it to make the payments requested by the Customer. The Payment Processor handles all the steps in the payment process through its systems, including data collection and data processing. The Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by the Company thirty (30) days after the mailing date of the invoice. Any unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Customer’s use of SharpLaunch.
4.4 Technical steps to conclude a service contract. The Customer that would like to conclude a service contract with the Company needs to: (i) contact the Company by email or by clicking on the button “Get Started” available at https://www.sharplaunch.com, (ii) submit the requested personal data, (iii) choose the preferred services or the applicable Payment Plan; (iv) receive an invoice from the Company indicating the applicable Fees; and (v) make the payment of the Fees. The Customer is requested to review the invoice for any errors; the input errors can be identified and corrected prior to completing the payment by contacting the Company. After the Customer completes the payment of the Fees, the Company will send a confirmatory email informing the Customer about the order. By receiving a confirmatory email, the Customer concludes a service contract in English with the Company on the basis of this Agreement. The details of the specific service contract will not be filed by the Company and, therefore, the specific contract will not be available to the Customer. However, if the Customer does require any information regarding the order, the Customer can consult the Customer’s Account or contact the Company directly.
4.5 Cancellation. The Customers are entitled to cancel then-current Payment Plans at any time by contacting the Company directly. No Fees paid for the respective Payment Plan shall be returned to the Customer in case of cancellation. After the cancellation of the Payment Plan becomes effective, no further Fees shall be charged to the Client and the Client shall cease using SharpLaunch.
4.6 Refunds. The Fees are not refundable and no credits or refunds are issued for partial billing periods, downgrade of the Subscription Plans, or unused billing periods. If the Customer is not satisfied with the services provided through SharpLaunch and there is a reason to believe that the quality of the services is impaired due to Company’s fault, the Company may, in its sole discretion, issue partial or full refunds to the Customer. The situations in which the Company may consider issuing refunds include: (i) if SharpLaunch is impaired due to technical issues that cannot be solved in a reasonably timely manner; (ii) the Company materially breaches these Terms; or (iii) the Company fails to provide the services as agreed to with the Customer. In order to terminate the service contract and receive a refund, the Customer must contact the Company and explain Customer’s concern in detail. If the Customer qualifies for a refund, the Company will issue the refund by using the same payment method that the Customer used to make the payment, unless the Customer expressly requests otherwise.
4.7 Charging errors. If the Customer believes that Company has billed the Customer incorrectly, the Customer must contact the Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
5.1 The Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to SharpLaunch or any software, documentation or data related to SharpLaunch; modify, translate, or create derivative works based on SharpLaunch (except to the extent expressly permitted by the Company); use SharpLaunch for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
5.2 The Customer may not remove or export from the United States or allow the export or re-export of SharpLaunch or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, SharpLaunch and documentation are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
5.3 The Customer represents, covenants, and warrants that the Customer will use SharpLaunch only in compliance with Company’s standard published policies then in effect and all applicable laws and regulations.
5.4 The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use SharpLaunch, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). The Customer shall also be responsible for maintaining the security of the Equipment, the Customer’s Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Customer’s Account or the Equipment with or without Customer’s knowledge or consent.
5.5 The Customer is not permitted to use SharpLaunch in any manner that substitutes or contributes to the following activities (the list is representative and not exhaustive):
6.1 SharpLaunch may facilitate the communication between the Customers and their prospects (the “End-Users”). The Company does not intervene in any manner into the communication between the Customers and the End-Users, as well as negotiation, conclusion, and execution of any contracts between the Customers and the End-Users. The Company is not a party to any contracts between the Customers and the End-users and, therefore, the Company shall not be liable for any direct, indirect, consequential or inconsequential loss or damage that results from such contracts and any transactions made between the Customers and the End-Users as a result of their interactions resulting from SharpLaunch.
6.2 The Company makes no warranties regarding any services provided by the Customers and any transactions carried by the Customers and End-Users through SharpLaunch.
6.3 The Company is not responsible for any disputes that arise between the Customers and End-Users, nor is it obliged to receive or process, complaints against or resolve any disputes, unless the complaint concerns the performance of Company’s legal or contractual obligations under the Agreement.
7.1 Most of the content made available on SharpLaunch is owned by the Company, its partners, agents, licensors, vendors, and/or other content providers (the “Company’s Content”). The Company’s Content includes, but is not limited to, text, images, audiovisual content, source code, trademarks, service marks and trade names. The Company’s Content is protected by the applicable intellectual property laws and international treaties.
7.2 The Customer is not allowed, without obtaining prior written authorization from the Company, to:
7.3 SharpLaunch brand. The Customer many not use the SharpLaunch brand or trademarks associated with SharpLaunch outside of what is expressed. The Customer may not use the SharpLaunch brand and trademarks in any way that suggests that SharpLaunch sponsors, endorses, or associates with the Customer without obtaining prior written consent from the Company.
7.4 Third-party intellectual property. Some of the trademarks and other intellectual property featured on SharpLaunch may be owned by third parties. Such third-party intellectual property does not belong to the Company and it remains the sole property of the respective third party proprietors. Any intellectual property (e.g., computer files) transmitted through SharpLaunch is subject to strict confidentiality and remains the sole property of its respective owners. The Company will not access or use such intellectual property for the purposes other than ensuring the provision of services through SharpLaunch.
7.5 Copyright infringement claims. The Company respects intellectual property rights. If the Customer has any grounds to believe that any content made available through SharpLaunch violates Customer’s or third party’s intellectual property rights, the Customer is requested contact the Company and request to remove the allegedly infringing content. The Company will reply to the copyright infringement claim as soon as possible but no later than 2 weeks. Before sending a claim, the Customer is requested to SIGN it and include the following information:
8.1 Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (the “Proprietary Information”). The Proprietary Information of the Company includes non-public information regarding features, functionality and performance of SharpLaunch. The Proprietary Information of the Customer includes non-public data provided by the Customer to the Company to enable the provision of the services through SharpLaunch (the “Customer Data”). The Receiving Party agrees (i) to take reasonable precautions to protect such Proprietary Information and (ii) not to use (except in performance of the services through SharpLaunch or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
8.2 The Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to the Customer as part of the services obtained through SharpLaunch. The Company shall own and retain all right, title and interest in and to (i) SharpLaunch, all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with SharpLaunch, and (iii) all intellectual property rights related to any of the foregoing.
8.3 Notwithstanding anything to the contrary, the Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of SharpLaunch and related systems and technologies (including, without limitation, information concerning the Customer Data and data derived therefrom), and the Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance SharpLaunch and for other development, diagnostic and corrective purposes in connection with SharpLaunch and other Company’s offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
9.1 The Terms enter into force on the Effective Date indicated at the top of the Terms and remain in force until terminated by the Company. The Company reserves the right, in its sole discretion, to terminate the Terms at any time by informing the Customer. In addition, Customer’s rights under these Terms will be automatically terminated if the Customer does not comply with any provision of these Terms. Upon termination of the Terms, all legal rights granted to the Customer pursuant to the Terms will terminate and the user shall stop using SharpLaunch.
9.2 Breach of the Terms. If the Company believes, in its sole discretion, that the Customer violates these Terms and it is appropriate, necessary or desirable to do so, we may:
9.3 Merger or acquisition. In the event the Company, during the term of these Terms, is acquired, merged, or sells all or substantially all of its assets, these Terms shall not automatically be terminated, and the Company agrees to use its best efforts to ensure that the transferee or surviving company shall assume and be bound by the provisions of these Terms.
10.1 The Company shall use reasonable efforts consistent with prevailing industry standards to maintain SharpLaunch in a manner which minimizes errors and interruptions in SharpLaunch and shall perform the Implementation Services in a professional and workmanlike manner.
10.2 SharpLaunch may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption.
10.3 The Company does not warrant that SharpLaunch will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from Customer’s use of SharpLaunch.
10.4 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SharpLaunch AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
10.5 The Customer acknowledges that the Company may use third-party suppliers to provide software, hardware, storage, networking, and other technological services. The acts and omissions of such third-party suppliers may be outside of Company’s control. To the maximum extent permitted by law, the Company excludes any liability for any loss or damage resulting from the acts and omissions of such third-party suppliers.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, THE COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY:
A. FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS;
B. FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES;
C. FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR
D. FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY THE CUSTOMER TO THE COMPANY UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.1 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
12.2 Assignment. The Company is entitled to transfer its rights and obligations under these Terms entirely or partially to a third party by giving a prior notice to the Customer. If the Customer does not agree to the transfer, the Customer may terminate these Terms with immediate effect by deleting the Customer’s Account (if any), terminating the Sales Agreement, and/or stopping to use SharpLaunch.
12.3 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both Parties, except as otherwise provided herein.
12.4 Relationship of the Parties. No agency, partnership, joint venture, or employment is created between the Parties as a result of this Agreement and the Customer does not have any authority of any kind to bind the Company in any respect whatsoever.
12.5 Governing law. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.
12.6 Dispute resolution. Any disputes arising out of this Agreement shall be resolved by negotiation between the Parties. If a dispute cannot be resolved through negotiation, the Customer agrees that any dispute concerning, relating, or referring to this Agreement shall be resolved exclusively by binding arbitration and the online arbitration service provider Arbitration Resolution Services, Inc. (https://www.arbresolutions.com) located in Florida, the United States, will be engaged for resolving disputes. The arbitrator and not any court or agency shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, conscionability, or formation of this Agreement, including, but not limited to, any claim that all or any part of these Terms is void or voidable. Nothing herein prevents either Party from seeking any interim injunction it deems necessary in order to preserve the status quo prior to the resolution of any dispute, in any jurisdiction. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
12.7 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
12.8 Indemnification. The Customer hereby agrees to indemnify and hold harmless the Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of SharpLaunch.
12.9 Monitoring. Although the Company has no obligation to monitor Customer’s use of SharpLaunch, the Company may do so and may prohibit any use of SharpLaunch it believes may be (or alleged to be) in violation of the foregoing.
12.10 Amendments. The Company reserves the right to amend or modify the Terms from time to time by posting an amended version of the Terms on this page and indicating the date of the amendment. The Customer will be informed about the amendments by email, if the Company maintains Customer’s contact details. In case the Customer continues using SharpLaunch after such an amendment, the Customer agrees to the amendments of the Terms.
Post address: SharpLaunch, Inc.
PO Box 504
Portsmouth NH 03802
United States of America