Launch Consulting LLC

Terms And Conditions of Service 

  1. Launch Consulting Terms and Conditions Control the Agreement.
    1. These terms and conditions are incorporated into and made a part of any purchase of coaching and related services (the “Services”) which may include a Scope of Services agreement or proposal (collectively the “Agreement”) as provided by Launch Consulting LLC d.b.a. Emily Melious™ Coaching and any of its affiliates including The Fulfillment Factor™ Coaching Program and Mothers of Misfits™ Podcast (collectively, “Launch Consulting”). The Agreement expressly limits Client’s acceptance to these terms and conditions. Client may reject the Agreement by not purchasing Services. The Agreement does not constitute an acceptance by Launch Consulting of any offer or counteroffer of Client, and Launch Consulting hereby rejects any additional, different, or inconsistent terms, conditions or limitations contained in or incorporated by reference in any forms, purchase orders, or other documents of Client that already have been or hereafter may be presented to Launch Consulting with respect to the Agreement.
    2. If Client has submitted or will submit additional and/or different terms and conditions to Launch Consulting, or submit a counteroffer to Launch Consulting, Launch Consulting’s subsequent performance will not be construed as either acceptance of Client’s additional and/or different terms and conditions or Client’s counteroffer.
    3. Any change to the agreed-to Agreement will be described in a written Amendment prepared by Launch Consulting which describes with reasonable specificity the proposed changes in service. No Amendment shall be effective unless jointly agreed to in writing by Launch Consulting and Client.
  2. Term.
    1. This Agreement is effective as of the date of purchase of Services (the “Effective Date”) unless it expires or is earlier terminated by either party in accordance with the terms of this Agreement.
    2. This Agreement for subscription in a membership Services is as of the Effective Date and shall continue for an initial term of twelve (12) months (“Initial Term”), unless earlier terminated by either party in accordance with the terms of this Agreement. At the end of the Initial Term, this Agreement will automatically renew for additional 12-month term(s) (each a “Renewal Term” and together with the Initial Term, the “Term”).
  3. Prices.
    1. Unless otherwise agreed to by Launch Consulting in writing, Launch Consulting’s prices for the Services will be the price as stated at the time of purchase or in the Agreement (the “Coaching Fee”). If such display or document fails to contain a listed Coaching Fee, then Launch Consulting’s standard prices for such Service as of the date hereof shall be used in calculating the amount owed by Client; provided, however, that Launch Consulting may change the price for the Services in accordance with any change to its standard pricing for such Services prior to the date of performance of Services.
    2. The Coaching Fee for any and all Services shall be confidential, and Client shall not disclose such Coaching Fee to any unrelated third party. Client shall further hold confidential and not disclose any information relating to the pricing of Services offered by Launch Consulting, regardless of whether or not such prices are ultimately applied to, included in, or referenced in the Coaching Fee. Launch Consulting and Client acknowledge and agree that money damages for any and all breaches of Client’s obligation not to disclose the Coaching Fee or price of any other Services is both incalculable and insufficient and that any such breach would irreparably harm Launch Consulting. Therefore, in the event of an actual or prospective breach of the obligation of Client not to disclose the Coaching Fee or prices of any other Services, Launch Consulting shall be entitled to a permanent and/or a preliminary injunction to prevent or remedy such breach and shall have the right to specific enforcement of this Agreement against Client in addition to any other remedies to which Launch Consulting may be entitled at law or in equity.
  4. Specifications.
    1. Launch Consulting shall promote the safe and respectful sharing of ideas and shall dismiss any Client engaged in behaviors that are found to be harassing, defamatory, or otherwise offensive, as determined at its sole discretion.
    2. Launch Consulting may modify, replace or supplement the Services without cause at any time, as determined at its sole discretion.
    3. Unless Launch Consulting has expressly agreed otherwise in writing, it is Client’s responsibility to ensure that the Services provided are the ones that Client has requested and are correct in all regards. LAUNCH CONSULTING HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES THAT SERVICES CONFORM TO ANY SPECIFICATIONS RELIED UPON BY CLIENT.
    4. In the event of a typographical error relating to price or other contractual term described by Launch Consulting in the Agreement, Launch Consulting reserves the right to refuse to perform Services for the price in error and/or honor such erroneously stated contract terms.
  5. Parental Consent.

Parents or legal guardians of minors hereby acknowledge their legal authorization to consent for their child to participate in the Services and acceptance of the Agreement as applicable to the minor.

  1. Video Coaching.
    1. Client recognizes and acknowledges that Launch Consulting, at its sole discretion, may independently opt to offer coaching sessions, classes, and other Services electronically via Zoom, Skype, Teams or other video and audio transmitting software. When possible, Launch Consulting will endeavor to provide Client with three (3) days advance notice prior to switching formats from, or to, in-person Services or electronic Services. Client understands that such advance notice may not always be possible, practical, or convenient for Launch Consulting, and failure on the part of Launch Consulting to provide three (3) days advance notice will in no case constitute a breach of its duties owed to Client in the Agreement.
    2. Client expressly agrees, at its own expense, to purchase, maintain, and install all computer equipment, accessories, and software necessary for participation in electronically-offered Services. Failure of Client to promptly be ready to participate in electronically-offered Services at their scheduled times will not constitute a valid excuse for nonpayment of those Services, and Client will remain fully bound and obligated under the Agreement to pay for any and all electronically-offered Services that are delayed, interrupted, or otherwise prevented for technical reasons.
    3. Client grants express permission to Launch Consulting to record, transmit, and archive electronically-offered Services for any and all lawful purposes.
    4. Failure of Client to speak, respond, or otherwise affirmatively demonstrate its presence by speech or writing during the course of an electronic video or audio call will permit Launch Consulting, at its sole discretion, to independently cancel the session, class, or other Service in progress. Launch Consulting will have no duty to reschedule, reattempt, or resume the canceled electronic Service. Client will remain fully bound and obligated to fully pay that portion of the Coaching Fee corresponding to the canceled electronic Service.
  2. Photography.

Client grants Launch Consulting permission to take photographs during coaching sessions and authorizes Launch Consulting and its assigns and transferees to use and to copyright Client’s likeness in print and/or electronically in a photograph, video, or other digital media (“Photos”) in any and all of its publications, illustrations, and advertising, including social media and other web-based publications.  Client understands and agrees that all Photos will become the property of Launch Consulting and may not be returned.  Client irrevocably authorizes Launch Consulting to edit, alter, copy, exhibit, publish, or distribute these Photos for any lawful purpose for which Client waives any right to inspect or approve the publication wherein Client’s likeness appears.  Client understands that no payment, royalty, fee or other compensation shall become payable to Client by use of the Photos.  Client affirms the consent of parent or guardian if necessary.

  1. Payment.
    1. All payments for Services must be made in United States currency unless specified in writing by Launch Consulting. Payments for Services will be made by such means as Launch Consulting may specify, such as by cash, check, credit card or bank transfer provided that Launch Consulting may refuse, in its sole discretion, payment by any means.
    2. Launch Consulting shall have the right to offset any and all amounts due and owing from Launch Consulting to Client under this Agreement, including, without limitation, any chargebacks or rebates, against any amounts due and owing from Client to Launch Consulting under this Agreement.
    3. By signing the Agreement, Client agrees to pay the Coaching Fee in full. Payment of the full Coaching Fee is due and payable regardless of whether Client completes the program(s), session(s), or other Services contained in the Agreement.
    4. If Client elects to pay the Coaching Fee in monthly payments, all payments shall be charged to the credit card provided, and Client authorizes Launch Consulting to make all charges at the time they are due without separate authorization. Client acknowledges that no prior notification will be provided for recurring payments. In the event any payment due under the Agreement is late, Client’s participation in the program(s), session(s), or other Services contained in the Agreement will be suspended until payment is made.
    5. It is Client’s responsibility to maintain a current credit card on file and update its information if said credit card expires during the term of the Agreement. Approval of monthly payments does not convert the program to a month-to-month program. The full amount of the Coaching Fee is due and payable upon signing the Agreement, regardless of how payments are made. In the case of default, Client will be liable for all collection costs incurred by Launch Consulting including, without limitation, attorneys’ and collection agency fees, and all related disbursements.
    6. Past due amounts are each subject to service charges of one and a half percent (1 ½%) per month or the maximum percentage rate permitted by law, whichever is less.
  2. Termination.
    1. Launch Consulting may terminate the Agreement at any time on written notice if Client fails to pay any amount when due thereunder: (i) and such failure continues for thirty (30) days after Client’s receipt of written notice of nonpayment; or (b) such failure occurs two (2) or more times in any three (3) month period.
    2. Launch Consulting may additionally terminate the Agreement at any time if Client fails to complete assignments or other responsibilities, or is otherwise not adequately participating in the process, as Launch Consulting may determine at its sole discretion. In accordance with Section 8(c), Client will remain fully bound and obligated to pay the full Coaching Fee in the case of termination, whether or not that termination should occur as a result of conditions described in this Section of the Agreement.
    3. Launch Consulting may terminate the Agreement without cause at any time, as determined at its sole discretion, and shall issue a pro rata refund of any unused Coaching Fees
  3. Survival.

The rights and obligations of Launch Consulting and Client as set forth in the Agreement shall survive its termination or expiration, including but not limited to, nondisclosure of Confidential Information and compliance with intellectual property rights.

  1. Cancellation.
    1. Client may cancel its scheduled session(s), appointment(s), or other individually-scheduled Services with Launch Consulting, but only if twenty-four (24) hour advance oral or written notice is provided by Client.
    2. Cancellations made in violation of the above twenty-four (24) hour advance notice requirement shall result in the forfeiture of the scheduled session, appointment, or other Service, and Client shall be fully bound and obligated to pay the agreed-upon contract price for such Service.
    3. If Launch Consulting decides to extend the above one-time pass for cancellations made in violation of the twenty-four (24) hour cancellation policy to cover and apply to additional improper cancellations, such extensions shall not restrict, and shall not be construed to reduce in any capacity, the ability of Launch Consulting to strictly enforce its cancellation policy in the event of future improper cancellations.
  2. DISCLAIMER OF WARRANTIES.
    1. CLIENT IS RESPONSIBLE FOR ALL PERSONAL PROGRESS AND RESULTS FROM THE SERVICES. LAUNCH CONSULTING CANNOT CONTROL CLIENT’S PARTICIPATION IN THE PROGRAM. LAUNCH CONSULTING MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING PERFORMANCE OTHER THAN THOSE SPECIFICALLY WRITTEN IN THE AGREEMENT.
    2. BECAUSE OF THE NATURE OF THE SERVICES PROVIDED BY LAUNCH CONSULTING, THE RESULTS EXPERIENCED BY CLIENTS VARY SIGNIFICANTLY. CLIENT ACCEPTS RESPONSIBILITY FOR THIS VARIANCE. LAUNCH CONSULTING IS NOT RESPONSIBLE FOR ANY DECISIONS CLIENT MAKES AS A RESULT OF THE SERVICES OR FOR ANY CONSEQUENCES OF THOSE DECISIONS.
    3. THE SERVICES ARE FOR EDUCATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE PSYCHOLOGICAL, MEDICAL, SUBSTNACE ABUSE, LEGAL, FINANCIAL OR TAX ADVICE. CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT NONE OF THE ADVICE PROVIDED TO CLIENT BY LAUNCH CONSULTING PERSONNEL DURING THE COURSE OF THIS RELATIONSHIP MAY BE DEEMED MEDICAL ADVICE. IF CLIENT HAS MEDICAL QUESTIONS, CLIENT IS ADVISED TO CONSULT WITH THE APPROPRIATE MEDICAL PROFESSIONALS.
    4. LAUNCH CONSULTING WARRANTS THAT THE SERVICES WILL BE PERFORMED IN A PROFESSIONAL MANNER. LAUNCH CONSULTING HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, WHETHER ARISING BY CONTRACT LAW OR IN EQUITY, WITH RESPECT TO THE SERVICES. LAUNCH CONSULTING EXPRESSLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
  3. Limitation of Remedies.
    1. Client’s sole remedy for all damages, which Client may select to pursue at its own discretion, but that must still remain subject to the limiting language of Section 14, shall be either (i) a refund of certain Coaching Fees paid, during the prior 30-day period, by Client to Launch Consulting on the date that the conduct giving rise to the claim occurred or, if the conduct occurred on a series of dates, on the most recent date on which such conduct occurred, or (ii) credit redeemable for future Launch Consulting Services equal to the full Coaching Fee listed in the Agreement.
    2. If Client or Launch Consulting has a claim or issue relating to the Services of the Agreement, such claim or issue will be disclosed by written notice to the other party within thirty (30) days of either the date of the occurrence of such claim or issue, or the date that such claim or issue becomes known, whichever is later. If any claim or issue is not disclosed to the other party within the timeframe stated above, then such claim or issue shall be deemed unenforceable and all rights to a remedy shall be totally forfeited.
  4. Limitation of Liability.
    1. NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT WILL: (A) LAUNCH CONSULTING BE LIABLE TO CLIENT FOR ANY CIRCUMSTANTIAL, CONSEQUENTIAL, CONTINGENT, EXEMPLARY, INCIDENTAL, INDIRECT, LIQUIDATED, MATERIAL, PUNITIVE, SPECIAL, SPECULATIVE OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES OR COURT COSTS ARISING IN ANY MANNER PURSUANT TO OR IN CONNECTION WITH THE AGREEMENT OR THE SERVICES (EVEN IF LAUNCH CONSULTING IS MADE AWARE OF THE POTENTIAL FOR SUCH DAMAGES); OR (B) LAUNCH CONSULTING’S TOTAL LIABILITY RELATED TO ANY SERVICE EXCEED THE PURCHASE PRICE OF SUCH SERVICE.
    2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LAUNCH CONSULTING DISCLAIMS ALL LIABILITY RELATED TO AND EMERGING FROM PERSONAL INJURY TO THE CLIENT, WHETHER IN THE FORM OF STRESS, EMOTIONAL DISTRESS, ANXIETY, OR ANY OTHER TYPE OF INJURY, AND WHETHER INCURRED DIRECTLY OR INDIRECTLY FROM THE SERVICES OFFERED IN THE AGREEMENT.
  5. Indemnification.

Client will indemnify, defend and hold harmless Launch Consulting, its members, officers, directors, employees, agents and representatives from and against all losses, damages, liabilities, costs, and expenses including, without limitation, property damage, loss of profits or revenue, loss of use of any property, cost of capital, cost of purchased or replacement power or temporary equipment, personal or bodily injury, or death (“Losses”), that may arise pursuant to or in connection with the Agreement or the Services, regardless of whether such Losses are suffered directly by Client or arise pursuant to or in connection with a third-party suit, claim, counterclaim, demand, judgment or other action (each a “Claim”) and regardless of whether or not Launch Consulting or any third-party is proportionately negligent with respect to such Losses and/or Claim, provided that Client need not indemnify Launch Consulting for Launch Consulting’s obligation, if any, to Client under the remedies described herein.  For the avoidance of doubt and without limitation, this indemnification obligation requires Client to pay any judgments against Launch Consulting or any other indemnified party resulting from any Claim, any court costs of Launch Consulting or any other indemnified party in connection with any Claim, and any reasonable attorneys’ fees and disbursements incurred by Launch Consulting or any other indemnified party in Launch Consulting’s defense of any Claim.  Launch Consulting will have the sole and exclusive right to conduct the defense of any Claim at Client’s sole and exclusive cost and expense. Client’s indemnification obligation does not depend on the truth or accuracy of any allegations made against Launch Consulting, Client or any third party.

  1. Insurance.

During the term of this Agreement and for a period of 1 year after the last date of Services performed under the Agreement, Client shall, at its own expense, maintain and carry insurance, in full force and effect that includes, but is not limited to, commercial general liability, and other applicable liability policies, each in a sum no less than $3 Million per occurrence with financially sound and reputable insurers. Upon Launch Consulting’s request, Client shall provide Launch Consulting with certificates of insurance from Client’s insurer(s) evidencing the insurance coverage specified. The certificates of insurance shall name Launch Consulting as an additional insured. Client shall provide Launch Consulting with 60 days’ advance written notice in the event of a cancellation or material change in any Client’s insurance policy.  The Parties shall assess and adjust insurance needs and requirements every 6 months or as frequently as the Parties agree.

  1. Intellectual Property.
    1. All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, proprietary techniques and information, methods, know-how, and other confidential information, trade dress, trade names, logos, company names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are provided to Client under this Agreement in the course of performing the Services (collectively, the “Owned Intellectual Property”) shall be owned by Launch Consulting.
    2. If Client makes any changes, suggestions, enhancements or improvements (each, a “Change”) to any materials that compose the Owned Intellectual Property, Client hereby assigns to Launch Consulting, for no additional consideration, all of Client’s rights, including copyrights, in all works prepared by Client under this Agreement. Client agrees to promptly sign and deliver any documents and take any actions that Launch Consulting reasonably requests to establish and perfect the rights assigned to Launch Consulting under this provision.
    3. Launch Consulting hereby grants Client a license to use all Intellectual Property Rights in the Owned Intellectual Property free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Client to make reasonable use of the Owned Intellectual Property and the Services.
  2. Laws.

Client hereby warrants and represents that it will comply with any and all Laws with respect to the purchase, use, and operation of any and all Services.  For purposes hereof, “Laws” means any national, federal, state, municipal, local (or other political subdivision) or administrative laws, constitutions, statutes, codes, ordinances, rules, regulations, requirements, standards, policies or guidance having the force of law, treaties, judgments or orders of any kind or nature whatsoever, including, without limitation, any judgment or principle of common law.

  1. Interpretation of the Agreement.
    1. None of Launch Consulting’s or Client’s members, officers, partners, managers, employees, agents or representatives have any authority to orally modify or alter in any way the terms and conditions of the Agreement. The terms, conditions, and limitations set forth in the Agreement can be modified, altered, or added to only by a subsequent written instrument signed by an authorized representative of Launch Consulting and Client or by language included on the Scope of Services.  Regardless of how many times Client purchases, or has purchased, services from Launch Consulting by whatever means, each time Client accepts the Agreement, Client and Launch Consulting enter into a separate agreement that will be interpreted without reference to any other agreement between Client and Launch Consulting, or what Client may claim to be a course of dealing or course of performance that has arisen between Client and Launch Consulting. No inconsistent usage of trade or industry custom, if any, prior to, contemporaneous with or subsequent to the making of the Agreement will waive, vary, serve to explain or serve to interpret any of the terms, conditions and limitations of the Agreement. 
    2. The Agreement is the sole and exclusive agreement with respect to the matters discussed herein and the provision of Services hereunder, (except for any contemporaneous writing agreed to in writing both by Launch Consulting and Client expressly modifying the terms and conditions hereof, which is hereby incorporated herein by reference and made a part hereof) and supersedes all prior and contemporaneous agreements and understandings, negotiations, inducements, representations or conditions, whether oral or written, whether express or implied, with respect to such matters.
    3. Failure by Launch Consulting to enforce any of the terms, conditions and limitations of the Agreement will not constitute a waiver of those terms, conditions and limitations or a waiver of any other terms, conditions or limitations of the Agreement, and the failure of Launch Consulting to exercise any right (whether provided by the Agreement, law, equity, or otherwise) arising from Client’s default under the Agreement will not constitute a waiver of that right or any other rights.
  2. Confidentiality.
    1. From time to time during the Term of this Agreement, either Launch Consulting or Client (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within 5 days thereafter, is summarized in writing and confirmed as confidential, specifically including the Owned Intellectual Property (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (iv) was or is independently developed by Receiving Party without using any Confidential Information.
    2. In taking possession of or otherwise acquiring Confidential Information in the manner described above, the Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would use to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Agreement.
    3. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this Section, Receiving Party shall mean the Receiving Party’s affiliates, employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, sublicensees, subcontractors, attorneys, accountants, and financial advisors.
  3. Force Majeure.
    1. Launch Consulting shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Launch Consulting including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), severe personal illness, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, or telecommunication breakdown or power outage (each the “Force Majeure Event”).
    2. If any Force Majeure Event prevents Launch Consulting from performance of any of its obligations under the Agreement, Launch Consulting will have the right to (i) change, terminate or cancel the Agreement, or (ii) omit during the period of the Force Majeure Event all or any portion of the quantity of the Services due to be performed during that period. If Launch Consulting is unable to supply the total demands for any Services to be performed under the Agreement due to a Force Majeure Event, Launch Consulting will have the right to allocate its available Services among its customers in whatever manner Launch Consulting deems to be fair and equitable.  In no event will Launch Consulting be obligated to purchase services or materials from other than its regular sources of supply in order to enable it to supply Services to Client under the Agreement.  No change, cancellation or proration by Launch Consulting will be deemed to be a breach of any clause, provision, term, condition, or covenant of the Agreement.
  4. Electronic Consent.

Client acknowledges that Client’s electronic submissions constitute Client’s agreement and intent to be bound by the Agreement.  Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including, without limitation, the Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (“E-Sign Act"), the Pennsylvania Electronic Transactions Act, or other similar statutes, CLIENT HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, APPLICATIONS AND OTHER RECORDS AND ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED WITH LAUNCH CONSULTING. Further, Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means. Client may obtain a copy of the Agreement and these Terms and Conditions of Service by printing them now at no additional cost to Client or by contacting Launch Consulting.

  1. Travel.

Client is responsible for all expenses incurred in traveling and otherwise carrying out the terms of the Agreement.

  1. Non-Disparagement.

Launch Consulting and Client agree that neither shall engage in any conduct or communications, public or private, designed to disparage, discredit, or malign the other party.

  1. Choice of Law.

The Agreement and all related displays or documents and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, United States of America (including its statutes of limitations), without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Pennsylvania.

  1. Mediation.

Launch Consulting and Client will attempt to resolve any dispute in connection with this Agreement on an amicable basis through prompt, good faith discussions and non-binding mediation.

  1. Arbitration.

Any dispute that cannot be resolved by Launch Consulting and Client will be determined by final and binding arbitration in Pittsburgh, Pennsylvania, before a sole arbitrator who will award attorneys’ fees and other costs to the substantially prevailing party. JAMS will administer the arbitration. The arbitration award will be in writing and will specify the factual and legal bases for the award. Judgment on the award may be entered in any court having jurisdiction. Notwithstanding anything in this Agreement to the contrary, if either Launch Consulting or Client initiates arbitration before mediation, that party will be responsible for the other party’s attorneys’ fees and costs of arbitration.

  1. Choice of Forum.

In the case that mediation and arbitration prove insufficient for resolving a dispute, Launch Consulting and Client irrevocably and unconditionally agree that neither party will commence any action, litigation, or proceeding of any kind whatsoever against the other party in any way arising from or relating to the Agreement, and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the US District Court for the Western District of Pennsylvania or, if such court does not have subject matter jurisdiction, the courts of the Commonwealth of Pennsylvania sitting in Allegheny County, and any appellate court from any thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the US District Court for the Western District of Pennsylvania or, if such court does not have subject matter jurisdiction, the courts of the Commonwealth of Pennsylvania sitting in Allegheny County. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

  1. WAIVER OF JURY TRIAL.

EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

  1. Severability.

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in f.  Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

  1. Binding Authority.

Any director, officer, employee, representative, or agent of Client signing or otherwise entering into this Agreement hereby represents and warrants that he or she is duly authorized to execute and enter into this Agreement on behalf of Client.

 

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