- Terms to Govern. These Standard Terms and Conditions of Engagement (“Terms”) will govern the terms of your engagement of Launch Lab (Eastern Ontario) Inc. (“Launch Lab”), unless and to the extent only that these Terms are expressly excluded or varied in writing and signed by an authorized signing officer of Launch Lab.
- Termination. Unless terminated sooner, this engagement will end on the date that Launch Lab completes the services that it has agreed to provide (the “Services”). Each of you and Launch Lab shall have the right to terminate the Services at any time by providing written notice to the other.
- Working Papers and Reports. Launch Lab retains all rights in all methodologies, know-how, knowledge, applications, software and other intellectual property (whether or not capable of protection by copyright, trademark, patent or other form of registration), developed by Launch Lab either prior to or during the provision of the Services. Launch Lab also retains all rights (including copyright) in all reports, written advice and other working papers and materials developed by Launch Lab in the course of providing the Services. Launch Lab is entitled to use or develop the knowledge, experience and skills of general application gained through performing the Services.
- Basis of Advice. Launch Lab will base its conclusions and advice on the facts and assumptions that you provide to it and will not independently verify this information. Launch Lab’s conclusions will not otherwise take into account or anticipate any changes in law or business advisory practice, by way of judicial, governmental or legislative action or interpretation. Unless you specifically request otherwise, Launch Lab will not update its advice to take any such changes into account.
- Client Responsibility. You are responsible for providing Launch Lab with timely access to and disclosure of all relevant data, records, systems and information (“Client Information”). You represent and warrant to Launch Lab that (a) you are the creator and owner of or have the necessary licenses, rights, and consents to disclose and use and to authorize Launch Lab to disclose and use all Client Information; (b) all Client Information shall be accurate and complete; and (c) no disclosure or use of Client Information by you or Launch Lab shall violate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary rights.In the event of a claim by a third party, relating to the Services that arises out of a breach of the foregoing representation and warranty or in connection with your act, omission, default, representation or misstatement, including any of the same in respect of or contained in any Client Information you supply to or ought to have supplied to Launch Lab, you will indemnify Launch Lab and its officers, directors, employees, contractors and agents from all such claims, liabilities, costs and expenses (including legal fees and disbursements).
- Restriction on Use. All reports and written advice are intended solely for your internal use and may not be edited, distributed, published, made available or relied upon by any other person without Launch Lab’s prior and express written permission. If such permission is given, you may not publish any extract or excerpt of Launch Lab’s written advice or report or refer to Launch Lab without providing the entire advice or report at the same time.In the event of a claim by a third party relating to the Services that arises out of a breach of this restriction by you and/or any of your officers, directors, employees, agents or other persons within your control, you agree to indemnify and hold harmless Launch Lab, its officers, directors, employees, contractors and agents from all such claims, liabilities, costs and expenses (including legal fees and disbursements).
- Confidentiality. Launch Lab will treat as such all confidential information obtained from you in the course of performing the Services and, except as described in this paragraph, will not use such information except in connection with the performance of the Services for you. Launch Lab will be entitled to include a description of Launch Lab services in written materials and disclose such information to third parties, provided that all such information will be rendered anonymous and not subject to association with you, your personnel, contractors or customers, as the case may be. This restriction will not apply to any confidential information that Launch Lab is required by law, or order of any court or regulatory body with jurisdiction, to disclose, that is in or subsequently enters the public domain, that is now or subsequently becomes known to Launch Lab without breach of any confidentiality obligation, or that is independently developed by Launch Lab.
- Personal Information. You acknowledge that you are responsible for obtaining all consents required by law in order for Launch Lab to receive, use and retain any personal information required by Launch Lab in connection with this engagement. You consent to the receipt, use and retention by Launch Lab of any personal information provided to Launch Lab. All personal information will be treated as confidential by Launch Lab.
- Disclaimers/No Warranties.
(a) No Warranties. To the fullest extent permissible pursuant to applicable law, Launch Lab, and its affiliates disclaim, with respect to the Services and this engagement, all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. No advice or information, whether oral or written, obtained by you from Launch Lab or through its website will create any warranty not expressly stated in these Terms. You expressly acknowledge that, as used in this Section 10, the term Launch Lab includes Launch Lab’s officers, directors, employees, shareholders, agents, licensors and subcontractors.
(b) “As is” and “As available” and “With All Faults”. You expressly agree that your use or reliance upon Launch Lab’s services and advice is at your sole risk. All advice, information, products or services made available to you by Launch Lab are provided on an “as is”, “as available” and “with all faults” basis and without warranties or representations of any kind either express or implied.
- Limitation of Liability. Under no circumstances, including, but not limited to, negligence, will Launch Lab or its officers, directors, employees, contractors or agents be liable for any special, indirect, incidental, consequential, punitive, reliance or exemplary damages (including, without limitation, damages arising from any unsuccessful court action or legal dispute, lost business, lost revenues, or loss of anticipated profits or any other pecuniary or non-pecuniary loss or damage of any nature whatsoever) arising out of or relating to these Terms, or that result from your use of or your inability to use the Services, even if Launch Lab or a Launch Lab authorized representative has been advised of the possibility of such damages.
- Limitation of Damages. In no event will Launch Lab’s or its officers, directors, employees, contractors or agents total liability to you for all damages, losses, and causes of action arising out of or relating to the Services or the engagement (whether in contract, tort including negligence, warranty, or otherwise), exceed the amount paid by you, if any, for the Services during the twelve months immediately preceding the date of the claim or one hundred dollars, whichever is greater.
- Basis of the Bargain. You acknowledge and agree that Launch Lab has offered and is providing the Services in reliance upon the warranty disclaimers and the limitations of liability set out in these Terms, that the warranty disclaimers and the limitations of liability set out herein reflect a reasonable and fair allocation of risk between you and Launch Lab, and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between you and Launch Lab.
- Legal Proceedings. In the event Launch Lab is required (pursuant to government regulation, subpoena or other legal process) or requested by you to produce documents as a witness in relation to the Services and Launch Lab is not a party to such proceedings, you shall reimburse Launch Lab for all costs and expenses, including reasonable legal fees, incurred in responding to such requests.
- Force Majeure. Launch Lab shall not be liable for delays in performance resulting from circumstances or causes beyond its reasonable control, including, without limitation, fire or other casualty, act of God, strike or labour dispute, war or other violence, or any law, order or requirement of any governmental agency or authority or professional or other regulatory body with jurisdiction.
- Survival. Save and except for Paragraph 4, these Terms shall survive the expiration or termination of the Services.
- Successors and Assigns. These Terms shall be binding on both parties their respective and heirs, executors, successors and permitted assigns. Neither party may assign, transfer or delegate any of its rights or obligations under this engagement without the prior written consent of the other party.
- Severability. In the event that any provision of these Terms is held to be invalid, void and unenforceable, then the remainder of the Terms shall not be affected, impaired or invalidated, and each such provision shall be valid and enforceable to the fullest extent of the law.
- Entire Agreement. These Terms constitute the entire agreement between the parties concerning this engagement and supersede all other oral and written representations, understandings or agreements relating to the subject matter hereof.
- Governing Law and Jurisdiction. These Terms shall be subject to and governed by the laws of the Province of Ontario and all disputes arising hereunder or related thereto shall be subject to the jurisdiction of the Courts of the Province of Ontario, sitting in Kingston.
***DISCLAIMER*** You expressly consent to Launch Lab including personal information collected from you in its files and to the disclosure of your company information to Launch Lab Parties in order to provide you with the Service or Advice you have requested. This service cannot be provided without the completion of our intake form. The use of your personal information by Launch Lab Parties shall be limited to that which is reasonably necessary to provide you with the Service or Advice or to provide you with related information that the Launch Lab Parties believe may be of interest to you.
In addition, the Launch Lab Parties may collect, use or disclose your personal information for any reasonable purpose for which consent is not required under applicable privacy laws. Your company information will be kept confidential within the Launch Lab client management system in accordance with applicable privacy laws. If you have any questions about the use of your personal information by the Launch Lab Parties, or wish to access or correct your company information, please contact us by email at [email protected]. Launch Lab will survey clients occasionally throughout the year to obtain updated information on job creation, investment, revenue, and other milestones and by completing your registration you agree to participate in these surveys to the best of your ability. By completing your registration, you consent to receive electronic communications from Launch Lab necessary to fulfill your request.