VIRTUAL EVENT PASSWORD DASHBOARD & SALES PAGE RENTAL AGREEMENT

LAUNCHES MADE SIMPLE

8689 Woodland Curve

St Bonifacius, MN 55375

612-867-2148

PARTIES

This writing outlines the intended legal relationship between Op-X Consulting Services, Inc. (the “COMPANY” or “COMPANY’S”) and Launches Made Simple (the “CLIENT” or “CLIENT’S”). The writing (the “AGREEMENT”) is intended to govern and control your rental of Virtual Event Dashboard (the “DASHBOARD”) from the COMPANY.

The COMPANY and the CLIENT are the intended parties (the “PARTIES”) to this AGREEMENT.

ACCEPTING THESE TERMS

As the CLIENT, you are entering into a legally binding agreement with the COMPANY, an INC. in the State of New Jersey according to the following terms and conditions, when you do any of the following:

  • Click “I Agree” “Purchase” “Buy Now” or any other reasonable term to indicate CLIENT is purchasing; or
  • Enter your credit card information for payment purposes.

With this acceptance, the PARTIES agree that any individual, associate, and or assign are bound by the terms of this AGREEMENT. A facsimile, electronic, or emailed executed copy of acceptance of this AGREEMENT is legally binding with either a written or electronic signature and has the same result as an originally signed copy. 

DEFINITIONS

Building of the DASHBOARD means that the COMPANY has initiated the creation of the DASHBOARD for the CLIENT.

Writing means any digital correspondence between COMPANY and CLIENT and includes but is not limited to text messages, email, social media messenger services.

COMPANY’S SERVICES

This AGREEMENT is executed and valid, when CLIENT accepts these terms (electronically, verbally, written, and or otherwise).

The terms of this AGREEMENT are binding on any additional goods and or services supplied by COMPANY to CLIENT.

PARTIES agree that the DASHBOARD is in the nature of  DASHBOARD is in the nature of a rental for a fixed duration of time to provide the CLIENT with a digital means to facilitate an online event that CLIENT is providing for their own purposes. 

The scope of services provided by COMPANY according to this AGREEMENT are limited to those listed on COMPANY’s website, or as part of the DASHBOARD.

COMPANY reserves the right to substitute services equal to or comparable to the PROGRAM for the CLIENT if the need arises, with prior notice and agreement from CLIENT.

 

DASHBOARD SPECIFICATIONS

DURATION: PARTIES agree that the duration of the DASHBOARD is:

Start Date: August 27, 2020

Time: 12:01 AM

End Date: September 27, 2020
Time: 11:59 PM

If CLIENT determines that additional time or less time is needed, CLIENT must contact COMPANY in writing with any proposed changes. COMPANY reserves the right to adjust the FEE, if necessary, in accordance with the CLIENT’S requested changes.

 

SALES PAGE SPECIFICATIONS

DURATION: PARTIES agree that the duration of the SALES PAGE is:

Start Date: JULY 29, 2020

Time: 9:00 AM

End Date: AUGUST 26, 2020
Time: 11:59 PM

If CLIENT determines that additional time or less time is needed, CLIENT must contact COMPANY in writing with any proposed changes. COMPANY reserves the right to adjust the FEE, if necessary, in accordance with the CLIENT’S requested changes.

 

CUSTOMIZATION: COMPANY agrees to provide customization of CLIENT’S DASHBOARD according to the terms of ADDENDUM A.

 

CUSTOMIZATION: COMPANY agrees to provide additional service of create CLIENT’S SALES PAGE  according to the terms of ADDENDUM B.

 

CONFIDENTIALITY

The term “Confidential Information” means INFORMATION WHICH IS NOT GENERALLY KNOWN TO THE PUBLIC RELATING TO THE CLIENT’S BUSINESS OR PERSONAL AFFAIRS.

 

COMPANY agrees not to disclose, reveal, or make use of any Confidential Information learned of through its transactions with CLIENT during discussions and interactions with CLIENT, or otherwise, without the written consent of CLIENT.

 

COMPANY shall keep the Confidential Information of the CLIENT in strictest confidence and shall use its best efforts to safeguard the CLIENT’s Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft.

 

The COMPANY’S privacy policy, terms of use, disclaimers, and disclosures also apply to how COMPANY collects, uses, stores, and who has access to any personally identifiable information supplied by the CLIENT due to its rental  of the DASHBOARD.

 

NO TRANSFER OF INTELLECTUAL PROPERTY

CLIENT’S copyrighted and or trademarked properties and or original materials are provided to the COMPANY solely for its use to customize the DASHBOARD for the CLIENT.

COMPANY is not authorized to use any of CLIENT’S  intellectual property, trademarks and or copyrights, for any purpose outside the scope of this AGREEMENT.

COMPANY is not authorized to share, copy, distribute, or otherwise disseminate any materials received from CLIENT  electronically, or otherwise without the prior written consent of the CLIENT .

 

ALL INTELLECTUAL PROPERTY, INCLUDING CLIENT’S COPYRIGHTED MATERIALS SHALL REMAIN THE SOLE PROPERTY OF THE CLIENT . NO LICENSE TO SELL OR DISTRIBUTE CLIENT’S  MATERIALS IS GRANTED OR IMPLIED.

 

EXPECTED BEHAVIOR

To the extent that CLIENT interacts with COMPANY staff and or other clients, CLIENT agrees to behave professionally, courteously, and respectfully with staff and clients at all times. Disrespectful, rude, hateful, or abusive behavior towards COMPANY staff and or other clients is cause for immediate termination of this AGREEMENT and CLIENT to be found in breach of the AGREEMENT and unable to recover any FEE paid. 

 

DISPARAGEMENT

In the event that a dispute arises between the PARTIES or a grievance by CLIENT, the PARTIES agree and accept that the only venue for resolving such a dispute is the venue identified below.

PARTIES further agree that they will not engage in any conduct or communications public or private, designed to disparage the other. Such an act constitutes a breach of this AGREEMENT.

 

NO RESALE OF DASHBOARD PERMITTED

CLIENT agrees not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purpose, any portion of the DASHBOARD including materials and or use of the DASHBOARD.

This AGREEMENT is not transferable or assignable without the COMPANY’s prior written consent.

TERMINATION

COMPANY may terminate this AGREEMENT if CLIENT is in breach of any terms with or without notice.

CLIENT may terminate this AGREEMENT at any time; however the refund terms provide the amount CLIENT is entitled to recover.

 

PAYMENT

CLIENT agrees to pay COMPANY the stated amount (the “FEE”) according to the payment terms when this AGREEMENT is accepted:

  • As outlined on COMPANY’s website,
  • Provided through email,
  • According to the Payment Schedule and the payment plan selected by CLIENT (the “FEE”), or
  • As otherwise noted in this AGREEMENT.

 

REFUNDS

[No refund option] Upon execution of this AGREEMENT, CLIENT is responsible for the full FEE. If CLIENT decides to cancel, not participate, or changes his or her mind, the COMPANY DOES NOT PROVIDE ANY REFUND FOR ANY REASON TO THE CLIENT.

 

[Refund option] Upon execution of this AGREEMENT, CLIENT is responsible for the full FEE. If CLIENT decides to cancel, not participate, or changes his or her mind, the COMPANY provides the following refund formula:

 

If CLIENT decides to cancel this AGREEMENT before any building of the DASHBOARD is started by the COMPANY, then the COMPANY agrees to refund 80% (eighty percent) of the FEE in the same manner that payment was submitted.

If CLIENT decides to cancel this AGREEMENT after any building has started by the COMPANY, the COMPANY does not provide any refund of the FEE.

 

CHARGEBACKS & PAYMENT SECURITY

CLIENT shall not make any chargebacks to COMPANY’s account or cancel the credit card that is provided as payment without COMPANY’s prior written consent. CLIENT is responsible for any fees associated with recouping payment and collection fees associated with the chargeback. CLIENT shall not change any of the credit card information provided to the COMPANY without notifying COMPANY in advance.

 

CONTROLLING AGREEMENT

In the event of any conflict between the provisions contained in this AGREEMENT, any marketing materials used by COMPANY, COMPANY’s representatives, or employees, the provisions in this AGREEMENT control.

 

ENTIRE AGREEMENT

This AGREEMENT is the entire AGREEMENT between the PARTIES relating to the subject matter and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written. Modification to this AGREEMENT is by a writing signed by both PARTIES.

 

LIMITATION OF LIABILITY

By using COMPANY’S services and purchasing its DASHBOARD , CLIENT releases COMPANY, its officers, employees, directors, and related entities from any and all damages that may result from his or her participation in the DASHBOARD. 

 

CLIENT accepts any and all risks, foreseeable or unforeseeable,  arising from the DASHBOARD. 

 

Regardless of the previous paragraph, if COMPANY is found to be liable, COMPANY’S liability to CLIENT or to any third party is limited to the lessor of:

(a) The total amount of money CLIENT paid to COMPANY in the one month prior to the action giving rise to the liability, or

(b) 50% of the total amount of money CLIENT paid to COMPANY as part of this AGREEMENT. 

All claims against the COMPANY must be filed with the legal entity having jurisdiction within 90 days of the date of the first claim or otherwise be forfeited forever.

 

CLIENT agrees that COMPANY will not be held liable for any damages of any kind resulting or arising from, including but not limited to; direct, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the use or misuse of COMPANY’S services or purchase of the DASHBOARD. 

CLIENT agrees that use of COMPANY’s services is at CLIENT’S own risk.

 

FORCE MAJEURE

In the event, either COMPANY or CLIENT  is unable to perform its obligations under the terms of this AGREEMENT because of acts of God, epidemics, pandemics, shutdowns (local, state, or federal), strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.

 

INDEMNIFICATION

COMPANY recognizes and agrees that all of the COMPANY’S shareholders, trustees, affiliates, and successors shall not be held personally responsible or liable for any actions, or representations of the COMPANY.

 

CLIENT shall defend, indemnify (insure and protect), and hold harmless the COMPANY, COMPANY’s shareholders, trustees, affiliates, and successors from and against all liabilities and expenses that they may incur or be obligated to pay because of his or her purchase of the DASHBOARD. 

These include (without limitation): claims, damages, judgments, awards, settlements, investigations, legal actions, regulatory actions, costs, attorneys fees, disbursements, or the like that occur from or are related to this AGREEMENT. 

Any expenses or liabilities that result from a breach of this AGREEMENT, sole negligence, or willful misconduct by the COMPANY, COMPANY’S shareholders, Trustees, Affiliates, or Successors are excluded from indemnification.

 

DISCLAIMER OF GUARANTEE

COMPANY makes no representations or guarantees verbally or in writing regarding performance of this AGREEMENT other than those specifically stated.

COMPANY and its affiliates disclaim the implied warranties of titles, merchantability and fitness for a particular purpose. COMPANY makes no guarantee or warranty that the DASHBOARD will meet CLIENT’S requirements.

 

CHOICE OF LAW AND VENUE

This AGREEMENT is governed and interpreted in accordance with the laws of the State of New Jersey without giving effect to any principles of conflicts of law.

 

The PARTIES agree to submit any dispute or controversy arising out of, or relating to this AGREEMENT to arbitration in the State of New Jersey, South Brunswick, according to the rules of the American Arbitration Association. The arbitration is binding upon the PARTIES and their successors in interest. The prevailing party may collect all reasonable legal fees from the non-prevailing party in order to enforce the provisions of this AGREEMENT.

SURVIVABILITY

The ownership, non-circumvention, non-disparagement, proprietary rights, and confidentiality provisions, and any provisions relating to payment of Fees owed set forth in this AGREEMENT, and any other provisions that by their sense and context the PARTIES intend to have survive, shall survive the termination of this AGREEMENT for any reason.

 

SEVERABILITY

If any of the parts or provisions contained in this AGREEMENT are interpreted as invalid or unenforceable only that part or provision is affected. The invalidity or unenforceability does not affect the other parts or provisions of the AGREEMENT.

 

ADDENDUM A

COMPANY agrees to provide customization of CLIENT’S DASHBOARD according to these terms:

CLIENT agrees to supply all assets in final form to COMPANY no later than August 7, 2020 before the Start Date listed in this AGREEMENT.

  • DASHBOARD Thumbnail image = 1280 px x 720 px
  • Favicon for DASHBOARD = 32 px x 32 px (if using Canva then 64 px x 64 px)
  • DASHBOARD Marquee Image = 1856 px x 1044 px
  • DASHBOARD category image = 1280 px x 720 px
  • DASHBOARD post image = 1280 px x 720 px
  • Font choice for headings (may choose any of the available DASHBOARD fonts)
  • Font choice for base font (may choose any of the available DASHBOARD fonts)
  • Hex Codes for Company Colors
  • CLIENT’S event schedule
  • All URL links to be included in DASHBOARD
  • All copy for DASHBOARD

 

ADDENDUM B

COMPANY agrees to provide customization of CLIENT’S SALES PAGE according to these terms:

CLIENT agrees to supply all assets in final form to COMPANY no later than, July 27, 2020 before the Start Date listed in this AGREEMENT.

  • SALES PAGE Thumbnail image = 1280 px x 720 px
  • Favicon for SALES PAGE = 32 px x 32 px (if using Canva then 64 px x 64 px)
  • SALES PAGE Marquee Image = 1856 px x 1044 px
  • SALES PAGE category image = 1280 px x 720 px
  • SALES PAGE post image = 1280 px x 720 px
  • Font choice for headings (may choose any of the available SALES PAGE fonts)
  • Font choice for base font (may choose any of the available SALES PAGE fonts)
  • Hex Codes for Company Colors
  • CLIENT’S event schedule
  • All URL links to be included in SALES PAGE
  • All copy for SALES PAGE