The Sparrow Element (DBA Launch Kits) agrees to undertake and complete the Services (as defined in this Agreement) in accordance with and on the specified schedule. As the only consideration regarding the subject matter of this Agreement, the Client will pay The Sparrow Element in accordance with the terms set forth in this Agreement.
2. INDEMNIFICATIONS
In performing Services under this Agreement, The Sparrow Element agrees not to design, develop or provide to Client any works or items that infringe on one or more patents, copyrights, trademarks or other intellectual property rights, privacy rights, or other rights of any other person or entity. Client agrees that its provision of any programs, text, pictures, sound, graphics, video and other data or content to The Sparrow Element, and The Sparrow Element’ use of such data or content in the Deliverables, shall not infringe any patents, copyrights, trademarks or other intellectual property rights, privacy rights, or other rights of any other person or entity. If either party learns of any such possible infringement in the course of performing any work under this Agreement, it shall notify the other party in writing. Each party agrees to indemnify and hold harmless the other, its employees, directors, officers, shareholders, agents, or representatives for any claim, action, proceeding, damages, loss, cost, reasonable attorneys’ fees and expense that the other suffers in connection with such alleged or actual intellectual property infringement.
3. COPYRIGHT AND OWNERSHIP
Copyright, ownership, and all rights of Web pages, graphics, print templates, and text contained in the finished assembled Website produced by The Sparrow Element belongs solely and exclusively to the Client upon final payment of this contract.
Rights to photos, graphics, video, source code, work-up files, and computer programs are specifically transferred to the Client, and remain the property of their respective owners. Any licensed software not developed by Sparrow may be owned by another software company that has granted The Sparrow Element the right to initiate it into the Client’s Website, and does not grant the Client ownership of the script.
The Sparrow Element retains the right to use custom coded elements, and to display graphics, videos, and other web design elements as examples of their work in their respective portfolios, unless otherwise specified by the Client. The Client retains ownership of the domain name(s) bought through The Sparrow Element after the invoice is paid in full.
The Sparrow Element reserves the right to withhold property such as domain names and copyright ownership if the Client is in debt to The Sparrow Element.
4. LIMITATION OF LIABILITY
In no event shall The Sparrow Element be liable to the Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these Web pages or Website.
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
5. FEES AND PAYMENT TERMS
All fees shall be due and payable as set forth in the agreement. All check payments should be made payable to “The Sparrow Element” or “Launch Kits” and sent to 336 Locust Street, Columbia, PA 17512. Electronic automatic payments are preferred.
In order for The Sparrow Element to keep its rates low, payments must be made promptly. Invoices will be deemed delinquent if payment is not received by the invoice due date. If an amount remains delinquent 30 days after its due date, an additional 3% penalty will be added for each month of delinquency.
If an amount remains delinquent 30 days after its due date, the client’s Website and/or Ad Campaigns will be removed from the Internet within 5 days without any further notification from The Sparrow Element
The Sparrow Element reserves the right to remove Web pages and/or Ad Campaigns from viewing on the Internet until final payment is made. In the event that collection proves necessary, the Client agrees to pay all fees incurred by that process.
6. TERMINATION
If either party materially breaches a material provision of this Agreement, the other party may terminate this Agreement upon thirty (30) days written notice unless the breach is cured within the notice period. The Client also may terminate this Agreement at any time, with or without cause, upon thirty (30) days’ notice, but, the Client shall upon termination pay The Sparrow Element all unpaid amounts due for services completed prior to notice of termination.
Any termination within 6 months of the initial website launch will result in a $500 packaging fee. In order to successfully transfer a site to a third party hosting server, the client would need all of their own licenses and tools, keys, and codes installed first as we will not give away our bulk code licenses on third-party hosts which would compromise our license limits. We would only charge time at $125/hr for work done to help transfer a site to a third party hosting provider.
7. NOTICE
All notices under this Agreement shall be in writing, and shall be deemed given when personally delivered, sent by confirmed telecopy or other electronic means, or three (3) days after being sent by prepaid certified or registered mail to the address of the party to be noticed as set forth herein or such other address as such party last provided to the other by written notice.
8. WEBSITE HOSTING
By using The Sparrow Element’s hosting services, the client agrees to transfer all hosting information to The Sparrow Element in a timely manner in order to have all email addresses and contact uploaded by the projected completion date. Sparrow uses Kinsta, Flywheel, and in some cases AWS hosting servers to house content online.
We do not build websites to host on other platforms for the client to manage. If a client wishes to host on their own servers after a 6 month period, they would be subject to terms in #6 Termination.
9. MISCELLANEOUS
This contract shall be governed by the substantive laws of the CommonweaIth of Pennsylvania without regard to conflict of law principles. The contract constitutes the entire understanding and agreement between the parties hereto and their affiliates with respect to its subject matter and supersedes all prior or contemporaneous agreements, representatives, warranties and understandings of such parties (whether oral or written). No promise, inducement, representation or agreement, other than as expressly set forth herein, has been made to or by the parties hereto. This letter may be amended only by written agreement, signed by the parties to be bound by the amendment. This letter shall be construed according to its fair meaning and not strictly for or against either party.
SMS Messaging Terms & Conditions
Program Description. Launch Kits offers an SMS alert program to paying subscribers of the Launch Kits app. When a new lead is submitted to your account, we send a text message notification to the mobile number associated with your account so you can respond quickly. This is a notification service tied to your paid subscription, it is not a marketing or promotional messaging program.
Consent and Enrollment. You may only receive messages from Launch Kits if you are an active paying subscriber and you have affirmatively opted in to SMS alerts by entering your mobile number and checking the SMS consent box during account setup or in your account settings within the Launch Kits app. Consent to receive SMS alerts is not a condition of purchase of any goods or services. You represent that you are the subscriber to, or the customary user of, the mobile number you provide, and that you are authorized to consent to receive messages at that number.
Message Frequency. Message frequency varies and depends on the number of leads your account receives. You may receive 10 messages per week on average.
Cost. Message and data rates may apply. Launch Kits does not charge a separate fee for SMS alerts, but your mobile carrier may charge you for messages sent to or received from Launch Kits according to your plan.
Opting Out. You can cancel SMS alerts at any time by replying STOP to any message from us. After you send STOP, we will send you a single confirmation message acknowledging your request, and you will not receive further SMS alerts unless you opt in again. You may also disable SMS alerts in your account settings within the app, or by contacting us at support Opting out of SMS alerts does not cancel your Launch Kits subscription and does not stop transactional emails or in-app notifications.
Getting Help. Reply HELP to any message for assistance, or contact us at support@launchkits.com or 717.537.1311.
Supported Carriers. Supported carriers include AT&T, Verizon Wireless, T-Mobile, Sprint, Boost Mobile, U.S. Cellular, MetroPCS, Cricket, Virgin Mobile, and others. Carriers are not liable for delayed or undelivered messages.
Delivery Is Not Guaranteed. SMS delivery is subject to effective transmission by your mobile carrier and is outside Launch Kits’ control. Message delivery may be delayed or fail for reasons including network conditions, carrier filtering, device settings, or an invalid or changed mobile number. You should not rely solely on SMS alerts to receive lead notifications, and Launch Kits is not liable for any loss arising from an alert that is delayed, undelivered, or not received.
Changed Numbers. You agree to notify Launch Kits promptly if you change or deactivate the mobile number associated with your account, so that alerts are not sent to a number that no longer belongs to you.
Changes to These Terms. We may modify or terminate the SMS alert program, or these SMS terms, at any time. Continued participation after changes take effect constitutes acceptance of the revised terms.
Privacy. Information you provide in connection with the SMS alert program is handled in accordance with our Privacy Policy, available at https://launchkits.com/privacy-policy/.