Last update: April 26, 2022
These LaunchNotes Terms & Conditions of Use (this “Agreement”) governs your (“you,” “your,” or “User”) use of the LaunchNotes services as described at https://www.launchnotes.com/features, including the underlying software and related documentation, and the LaunchNotes website at www.launchnotes.com (collectively, the “Services”), any mobile version of the Services, any application programming interfaces provided by us in connection with the Services, any related documentation, and any associated use of the technology offered or made available by Shiny Planes, Inc. d/b/a LaunchNotes ( “we,” “our,” “us” or “LaunchNotes”). Each of us is referred to in this Agreement as a “Party” and we are both referred to in this Agreement collectively as the “Parties”.
BY USING THE SERVICES, YOU CONSENT TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU WARRANT AND REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU,” “YOUR,” OR “USER” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MUST NOT USE THE SERVICES. THIS AGREEMENT SUPERSEDES ANY PRIOR AGREEMENTS OR TERMS APPLICABLE TO THE PARTIES UNLESS SPECIFICALLY AGREED IN WRITING.
1. Account Registration
To use the Services, Users must register and create a user account, providing all required information in a complete and truthful manner. Failure to do so will cause unavailability of the Services. Users are responsible for keeping their login credentials confidential and secure. For this reason, Users are also required to choose passwords that meet the highest standards of strength permitted by LaunchNotes. By registering to use the Services, you agree to be fully responsible for all activities that occur under your username and password. You shall promptly inform us in writing if you know or reasonably suspect that your login credentials have been accessed or used without your authorization. When you register your user account to use the Services, you: (a) shall not do so using bots or any other automated methods, (b) shall register only one account under your name unless otherwise specified, and (c) shall not share your user account with any third party unless expressly permitted by us in writing to do so.
2. Subscription To And Use Of the Services
- By accepting this Agreement and subscribing to the Services, we grant you a personal, non-exclusive, non-transferable and non-sub-licensable right for you and your employees to use the Services and associated documentation and online guides, solely for your internal business operations during the term of this Agreement.
- You are prohibited from allowing access to the Services to any third parties; provided, however, you may offer access to and use of the Services to your Affiliates (“Permitted Access”) provided that in granting such Permitted Access, you shall (a) ensure that all such use and access complies with this Agreement; (b) remain the contracting party with us and be responsible for the payment of all subscription fees, including, without limitation, any fees payable with respect to the Permitted Access; and (c) retain full responsibility for all acts and omissions of such Affiliates with respect to such access to and use of the Services, and be liable for all acts and omissions of those Affiliates with Permitted Access as if they were your own acts or omissions. The term “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with you, where “control” means (1) in the case of corporate entities, direct or indirect ownership of more than 50% of the stock or shares having the right to vote for the election of directors (or such lesser percentage that is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction), and (2) in the case of non-corporate entities, the direct or indirect power to manage, direct or cause the direction of the management and policies of the non-corporate entity or the power to elect more than 50% of the members of the governing body of such non-corporate entity.
- Neither you nor any of your Affiliates with Permitted Access shall take any action intended to interfere with or disrupt the Services or any third party’s access to or use of the Services.
- You shall notify us immediately upon becoming aware of any unauthorized use or access of the Services through your account.
- You shall not:
a. use or access the Services for illegal, immoral or improper purposes;
b. use or access the Services to create products or services which compete with the Services;
c. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means;
d. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services;
e. license, sell, rent, lease, transfer, assign, distribute, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except those Affiliates with Permitted Access;
f. allow Services to become the subject of any charge, lien or encumbrance;
g. with respect to any third party content, material or code which is uploaded to the Services by you or on your behalf for use in connection with the Services, breach the terms of any license between you and the third party grantor with respect to the use of materials;
h. access or use the Services or any part thereof in any country restricted under applicable law, including, without limitation, Cuba, Iran, North Korea, Sudan and Syria, or otherwise in violation of any applicable export laws or regulations;
i. use the Services in any manner which will or may violate any laws, rules, or regulations which are applicable to the use of the Services, including, without limitation, any laws applicable to the protection of personal data; or
j. remove or otherwise modify or obscure in any manner any “Powered by LaunchNotes” phrase or logo appearing within or otherwise included as part of the Services or in any accompanying documentation.
- You represent, warrant and covenant that you are in compliance, and will comply at all times, with all applicable federal, state and local laws, rules and regulations with respect to your access to and use of the Services, and that you have all rights necessary to grant us a license to use Your Content (as defined below) under this Agreement.
- All rights in the Services not expressly granted under this Agreement are reserved by us. As between you and us, you own and retain all rights to Your Content that you use in connection with the Services.
- We may suspend the Services or your accounts if we reasonably believe your use of the Services is inappropriate or offensive in any manner, violates this Agreement, would present a risk to the Services or other users, or is or may be in violation of applicable laws or the rights of anyone, including any third party.
3. Subscription Term and Renewal; Fees and Billing
- Unless terminated earlier in accordance with this Agreement, depending on your preferences when ordering the Services, the subscription period for the Services is either month-to-month or 12 months from and including the date that the Services commence under this Agreement (the “Initial Term”). Upon expiration of the Initial Term and any Renewal Term, your subscription for the Services will automatically renew for additional periods having the same length as the Initial Term (each a “Renewal Term”), unless either of us notifies the other no less than 15 days before the end of the Initial Term or any Renewal Term that your subscription to the Services will not renew. The Initial Term and all Renewal Terms are collectively referred to as the “Term.”
- By subscribing to the Services, you agree to pay the applicable subscription fees as selected by you when ordering the Services, plus any applicable taxes (the “Subscription Fees”).
- We reserve the right to increase the Subscription Fees at the end of the Initial Term and any Renewal Term.
- The Subscription Fees are due and payable either monthly or annually in advance, depending on the preference you selected when ordering the Services.
- During the registration process, we will ask you to choose: (a) your preferred version of the Services (i.e., “Public Pages” or “Private Pages”) and corresponding level of the Services (i.e., “Essentials,” “Business” or “Enterprise”) and Subscription Fee structure (i.e., monthly or annually); and (b) one of the payment methods accepted by us for your Subscription Fee. If you pay by credit card and your details change at any time during the Term, you must notify us; otherwise, your subscription could be suspended or terminated until payment is made.
- If your subscription is cancelled by either you or us for any reason, we will not provide a refund or credit for any unused subscription period.
- We use a third party payment processor to manage credit card processing. This service provider is not permitted to store, retain or use your billing information except as required to process your credit card payment for us. You give us authority to share your information (including, without limitation, credit card details) with the third party payment processor for such purposes.
- We will email you a copy of our invoice for the relevant payment period. It is your responsibility to ensure that we are updated on the e-mail address to which you require invoices to be sent.
- You shall pay each invoice submitted to you by us in full within thirty (30) days of the date of the relevant invoice (the “Due Date”). Where you choose to pay by credit card, you authorize us to charge your payment method automatically for the Subscription Fees payable under this Agreement.
- You are responsible for paying any taxes (including, without limitation, any sales, use or similar taxes (but not taxes imposed on our income), duties, levies, excises or tariffs that are applicable to the Services. All payments hereunder shall be made without deduction for Taxes of any kind or nature.
- If you fail to pay any undisputed amount due under this Agreement on or before the Due Date, without affecting our right to terminate the Agreement under this Agreement, we may charge you interest on the undisputed overdue amount at the rate that is the higher of 1.5% per month or the maximum amount permitted under applicable law. Such interest shall accrue on a daily basis from the Due Date until actual payment of the overdue amount. You shall pay the interest together with the overdue amount.
- We may suspend all Services until all overdue payments, including any interest thereon, have been made in full.
- After the end of the Initial Term, you may cancel your subscription at any time by giving us 30 days’ written notice, which may be by e-mail.
- Without affecting any other right or remedy available to us, we may terminate this Agreement at any time by giving you not less than 30 days’ written notice, which may be by e-mail.
- Except for breaches by you of your payment obligations under this Agreement, either Party may terminate this Agreement by giving written notice to the other Party if the other Party commits a material breach of any term of this Agreement which breach is not capable of cure or, if such breach is capable of cure, fails to cure such breach within 15 days of the date of the notice of such breach. If you fail to pay any undisputed amount due under this Agreement by the Due Date and remain in default not less than 5 days after being notified by us in writing to make such payment, we may terminate this Agreement immediately upon written notice to you.
- Upon termination of this Agreement, all licenses granted under this Agreement immediately terminate, you shall immediately cease all use of the Services and ensure that all those with Permitted Access immediately cease the use of the Services, and you shall immediately pay all undisputed amounts due under this Agreement.
- Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination.
- Any provision of this Agreement that expressly or implicitly is intended to survive after termination of this Agreement shall remain in full force and effect, including, without limitation, all applicable defined terms, and 2(v), 2(vi), 4, 5(iv), 5(v), 5(vi), 6, 7, 8, 10(iv), 11 and 12.
6. Intellectual Property Rights
- You expressly acknowledge that we and our licensors own all right, title and interest in and to the Services and all associated documentation and related technology, and all intellectual property rights thereunder. Nothing in this Agreement grants you or your Affiliates any rights other than as expressly granted in this Agreement.
- You own and continue to own all content and other data that you upload to and use with the Services, and all intellectual property rights thereunder (“Your Content”). You hereby grant to us a nonexclusive, royalty-free right and license to use Your Content as necessary to provide the Services.
- You shall not to remove any copyright or other proprietary notices used in connection with the Services. Certain marks, words and logos displayed as part of the Services, which may or may not be designated by a “™”, “®”, “SM” or other similar designation, constitute trademarks, trade names, or service marks belonging to us or our licensors. You are not authorized to use any such marks. Ownership of all such marks and the goodwill associated with them remains with us or our licensors.
- You agree to indemnify, defend and hold us harmless from and against all losses, costs, demands, damages, judgments, claims, settlements, interest, fees, and expenses (including, without limitation, legal and other professional fees and expenses) (collectively, “Losses”) arising out of or in connection with (a) a breach or failure by you or any of your Affiliates to fully comply with the terms of this Agreement, or (b) Your Content (any of the foregoing a “Section 7(i) Claim”).
- We agree to indemnify, defend and hold you harmless from and against all Losses arising out of or in connection with any third party claim or action that your authorized use of the Services infringes any intellectual property rights of that third party (a “Section 7(ii) Claim,” and collectively with a Section 7(i) Claim, a “Claim”).
- The indemnification obligations under this Section 7 are subject to the requirements that the Party seeking indemnification under this Section 7 (the “Indemnified Party”) shall:
a. immediately provide written notice of the Claim, specifying in reasonable, clear, full and accurate detail the nature of the Claim, to the indemnifying Party (the “Indemnifying Party”);
b. not make any admission of liability, agreement or compromise in relation to the Claim without Indemnifying Party’s prior written consent;
c. fully cooperate with and take any actions as reasonably necessary for the Indemnifying Party to defend such Claim;
d. provide such assistance in managing, negotiating, settling and resolving the Claim as reasonably requested by the Indemnifying Party; and
e. allow the Indemnifying Party to have full control in the defense of the Claim, including, without limitation, its management, negotiation, settlement and resolution.
- Neither Party shall disclose information of the other Party which the other Party considers to be confidential or otherwise proprietary and which is marked as “confidential” or “proprietary” or the like, or which, based on the circumstances or nature of the information, would be regarded as confidential by a reasonable person (“Confidential Information”). Our Confidential Information includes, but is not limited to, details of the Services, the associated documentation, online guides, and any technology and software used to provide the Services.
- Neither Party shall not use the Confidential Information of the other Party (the “Disclosing Party”) for any purpose other than the use of or provision of the Services in accordance with this Agreement. The Party receiving such Confidential Information (the “Receiving Party”) shall not disclose the Disclosing Party’s Confidential Information to any third party and shall restrict its disclosure to only its employees having a need to know the Disclosing Party’s Confidential Information solely in order to exercise the Receiving Party’s rights and obligations under this Agreement.
- Confidential Information shall not include any information that: (a) is or becomes publicly known through no action or inaction of the Receiving Party; (b) is in the possession of the Receiving Party at the time it receives the Confidential Information from the Disclosing Party; (c) the Receiving Party receives from a third party not under an obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
9. Privacy and Data Protection
10. Warranty And Warranty Disclaimer
- We warrant that will use reasonable skill and care, by qualified personnel, in providing the Services.
- If the Services are unavailable or defective in any way, then to the extent that such defect or unavailability is caused by our breach of this Agreement, we will, at our expense, use reasonable efforts to correct any such unavailability or defect promptly. Such correction is your sole and exclusive remedy for the unavailability of, or defects in, the Services. You can e-mail us for support at firstname.lastname@example.org.
- Notwithstanding the foregoing, we are not responsible for any delays, delivery failures, or any other loss or damage resulting from any action on your part, or from the transfer of data over communications networks and facilities, including, without limitation, the internet or the hosting platform for the Services, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications networks and facilities.
- EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 10, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, CONDITIONS OF SATISFACTORY QUALITY, OR NON-INFRINGEMENT, OR OTHERWISE AS PERMITTED UNDER ANY APPLICABLE LAW. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICES WILL PROVIDE A SOLUTION TO YOUR REQUIREMENTS OR NEEDS OR WILL BE ERROR FREE OR THAT ERRORS IN THE SERVICES WILL BE CORRECTED. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE QUALITY OF THE SERVICES OR DATA DOWNLOADED, UPLOADED, OR TRANSFERRED USING THE SERVICES.
- We offer no refund where you purchase the Services and then decide that they are not suitable for your requirements or are not required for any reason. We offer a 14-day, fully-featured, no-charge trial period which allows you to evaluate the Services, and we recommend you use such trial period prior to purchasing the Services.
- Your subscription to the Services will include any updates we release generally to all our customers during the Term. The term “updates” means minor functional enhancements, modifications, extensions, error corrections or bug fixes, but does not include a version of the Services that includes significant new functionality and/or other enhancements, or any additional new products which may complement our existing Services offering, which would be subject to payment of an additional fees and/or additional terms.
11. Limitation Of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (A) UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOSS OF LOSS OF PROFITS, LOSS OF SALES OR BUSINESS, BUSINESS OPPORTUNITY OR GOODWILL, OR LOSS OR CORRUPTION OF DATA, AND (B) OUR MAXIMUM LIABILITY TO YOU IN THE AGGREGATE IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID BY YOU TO US IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE INCIDENT GIVING RISE TO THE RELEVANT CLAIM.
- No failure or delay by us in enforcing our rights or remedies shall prejudice or restrict any rights or remedies available to us. No waiver of any rights or remedies available to us or of any breach of this Agreement by you shall be valid unless in writing signed by us. A waiver shall not be deemed a waiver of any subsequent breach or default.
- We may change the terms of this Agreement from time to time at our discretion and will post the new version of this Agreement on our website, at https://www.launchnotes.com/terms-of-service. Your continued use of the Services signifies your agreement to any changed terms in this Agreement. Any new version of this Agreement will reflect a “last updated” date.
- Except as stated above, no variation of the terms of this Agreement shall be effective unless in writing and signed by both Parties.
- If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this paragraph shall not affect the validity and enforceability of the remaining terms of this Agreement.
- This Agreement is personal to you and you shall not assign or transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent.
- We may at any time assign this Agreement or subcontract any aspect of the Services. When we subcontract any aspect of the Services, we will be responsible for our subcontractors.
- Except as otherwise expressly set forth in this Agreement, all notices given to a Party under or in connection with this Agreement must be in writing and delivered by hand, by recognized courier service, or by certified mail, to us at the address set forth below, and to you at the address you provide when you register for the Services, or at such other address as notified from time to time by a Party. Notices shall be deemed to have been received when delivered. Our address is: Shiny Planes, Inc - 340 S LEMON AVE #3304 Walnut CA 91789 United States.
- This Agreement is binding on each of the Parties and their successors and permitted assigns.
- This Agreement is the entire agreement between you and us with respect to the subject matter in this Agreement and supersedes all prior and contemporaneous agreements, promises, assurances, warranties, representations, arrangements and understandings between you and us relating to that subject matter, whether verbal or in writing.
- The Parties hereby agree that this Agreement and any dispute or claim arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of California and of the United States of America, without consideration or reference to any conflicts-of-laws rules. The Parties hereby irrevocably submit to the exclusive jurisdiction of the federal and state courts of California located in San Francisco, with respect to any dispute in connection with this Agreement.
- We may use your name and/or logo to identify you as a LaunchNotes customer in our promotional materials, including on our website. We will cease such use so upon your written request sent to email@example.com.
- If we are prevented, hindered or delayed in or from performing any of our obligations under this Agreement by any event outside our reasonable control, we will not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations, and the time for performance of such obligations will be extended until the cause of our failure to perform ceases.