These Terms and Conditions (the "Service Terms"), together with the Order Form(s) to which they are attached or incorporated, form the agreement (“Agreement”) between A-Launch Inc, with a registered address at 490 Post St, Ste 500 PMB 2050, San Francisco, CA 94102 (“A-Launch”), and the customer identified in the Order Form (“Customer”).

1. Parties and Eligibility

In these Service Terms:

• "A-Launch," "we," "us": Refers to A-Launch Inc.

• "Customer," "you," "your": Refers to the subscriber to the Platform Services as identified in the Order Form, whether an individual, corporation, or other entity.

By accessing or using the Platform Services, you represent and warrant that:

• You are at least 18 years old.

• Your device does not contain pirated or illegal content.

• You have the legal authority to enter into this Agreement, either personally or on behalf of your company, and to bind that entity to these Service Terms.

If you do not meet these requirements or do not accept these Service Terms, you may not access or use the Platform Services.

2. Definitions

• "Authorized User": You (if an individual) or an employee/agent assigned unique credentials (e.g., API Keys) to access the Platform Services on your behalf.

• "A-Launch API": Application programming interfaces provided by A-Launch for accessing the Platform Services.

• "A-Launch Materials": Documentation, templates, instructions, and other materials provided by A-Launch.

• "A-Launch Platform": A-Launch’s cloud platform facilitating the Platform Services.

• "Order Form": A-Launch’s online or written form specifying pricing and referencing these Service Terms.

• "Partner": A third party authorized by you to access/use the Platform Services or supply related data (e.g., call data, pings, bids).

• "Platform Services": Web-based services (e.g., call tracking, arbitrage insights, predictive bidding) provided by A-Launch, as defined in the Order Form or at https://thekaliper.com/.

3. Platform Services

3.1 Authorization

Subject to your compliance with these Service Terms, A-Launch grants your Authorized Users access to the Platform Services you’ve purchased, for internal business purposes only, per A-Launch’s documentation. Access requires assigned credentials/API Keys. A-Launch may monitor usage for quality, improvement, and compliance purposes (see Section 5 and our Privacy Policy).

3.2 Maintenance and Support

If specified in the Order Form, maintenance includes access to new features and improvements when made generally available. Support includes email assistance per the Service Level Agreement (SLA) in Exhibit A. SLA details vary by tier, as noted in the Order Form.

3.3 Restrictions

You may not:

• Copy, modify, or reverse engineer the Platform Services.

• Share access with unauthorized third parties (except Partners).

• Remove proprietary notices.

• Breach security measures.

• Use bots (except as permitted by the API).

• Introduce harmful code.

• Use the Platform Services illegally or to develop competing services.

• Interfere with functionality, including disabling, overburdening, or damaging the service.

• Crawl, scrape, or use automated processes to access the Services (except via authorized APIs).

• Attempt to bypass compliance or security measures.

A-Launch reserves all rights not expressly granted.

3.4 Third-Party Integrations

A-Launch supports integrations with third-party services (e.g., Ringba) to enhance the Platform Services. You are responsible for your contracts with these Third-Party Integration Providers and compliance with their terms. A-Launch is not liable for any loss, data issues, or harm caused by these providers. You use third-party integrations at your own risk.

3.5 Third-Party Links

Our Services may contain links to third-party websites or services. A-Launch is not responsible for the content, policies, or practices of these third parties. Your use of such links is at your own risk.

4. Customer Obligations

4.1 Responsibilities

You must:

• Keep credentials confidential and ensure their security.

• Oversee all account activity.

• Ensure compliance with these Service Terms and all applicable laws.

• Manage Customer-furnished data.

• Notify A-Launch immediately of any misuse, unauthorized use, or suspected security breach.

You are liable for the actions of Authorized Users and Partners.

4.2 Acceptable Use Policy (AUP)

You and your Partners must not:

• Engage in illegal or fraudulent activity.

• Include content likely to harm A-Launch’s reputation.

• Violate third-party rights (e.g., intellectual property, privacy).

• Process data involving minors (under 13 in the US, 16 in the EU).

• Send spam or unsolicited communications.

• Use the Platform Services to distribute malware or engage in phishing.

• Disable, overburden, damage, or interrupt the Platform Services.

• Use automated processes (e.g., scraping) outside of authorized APIs.

Violations may result in content removal, account suspension, or termination at A-Launch’s discretion.

4.3 Correction/Suspension

If your use violates these terms, A-Launch may request changes, remove content, suspend access, or audit usage, without liability.

5. Data and Ownership

5.1 Customer Data

“Customer Data” refers to data you input or collect via the Platform Services. You must obtain consent for data collection per applicable laws. A-Launch processes this data as directed by you, per the Data Processing Addendum (DPA).

5.2 Personal Data

Personal data is governed by the DPA. You are the data controller, and A-Launch is the processor/service provider under laws like GDPR and CCPA. In case of a data breach, A-Launch will notify you promptly as required by law.

5.3 Privacy

A-Launch complies with applicable data privacy laws (e.g., GDPR, CCPA). You must publish a privacy policy disclosing data collection practices and obtaining consent as legally required.

5.4 Treatment

A-Launch retains Customer Data per documented limits and may delete excess or aged data. Data is protected with industry-standard measures, but no system is 100% secure—transmission is at your risk.

5.5 Ownership

You own Customer Data. A-Launch owns the Platform Services, software, and non-Customer data. Any feedback or suggestions you provide become A-Launch’s property and may be used without compensation.

6. Term and Termination

6.1 Duration

• Service Terms: Continue until all Order Forms expire or terminate.

• Order Forms: Initial term as specified, auto-renewing monthly unless canceled with 30 days’ notice.

6.2 Termination

Either party may terminate for an uncured material breach (7 days’ notice) or bankruptcy. A-Launch may terminate your account at its sole discretion with or without notice. Mid-term termination by you triggers prorated refunds. Access ends upon termination.

6.3 Survival

Sections 1, 2, 3.3, 3.4, 3.5, 4, 5, 6.3, 7 (unpaid fees), 8, and 10–17 survive termination.

7. Fees and Payment

7.1 Fees

Fees are outlined in the Order Form and payable monthly or annually. Invoices are due upon receipt. Mid-term termination refunds are prorated.

7.2 Taxes

You are responsible for all taxes (excluding A-Launch’s US income taxes).

8. Confidentiality

Both parties agree to protect Confidential Information with reasonable care. “Confidential Information” includes business plans, technical data, and customer lists (excluding publicly available or independently developed information). Legal disclosures require prior notice where possible.

9. Service Level Agreement

If included in the Order Form, the SLA (Exhibit A) outlines performance commitments and remedies. This is your sole remedy for service disruptions.

10. Warranty Disclaimer

The Platform Services are provided “AS IS” without any warranties, including merchantability or fitness for a particular purpose. A-Launch does not guarantee uninterrupted or error-free service.

11. Indemnification

11.1 By A-Launch

A-Launch will indemnify you against third-party claims that the Platform Services infringe intellectual property rights (subject to exceptions).

11.2 By Customer

You will indemnify A-Launch against claims arising from your breach, Customer Data, or misuse by you or your Partners.

11.3 Procedures

Indemnification requires prompt notice, control of defense by the indemnifying party, and reasonable cooperation.

12. Limitation of Liability

12.1 Waiver

Neither party is liable for indirect, special, or consequential damages (e.g., lost profits).

12.2 Cap

Liability is limited to fees paid in the relevant period, except for breaches of confidentiality, IP violations, or willful misconduct.

13. Force Majeure

Neither party is liable for delays caused by events beyond their control (e.g., natural disasters, cyberattacks, government actions).

14. International Compliance and Legal Obligations

You must comply with all applicable laws. A-Launch is not responsible for your compliance failures.

15. Assignment and Transfer

You may not assign this Agreement without A-Launch’s prior written consent (except to affiliates or in merger/sale). A-Launch may assign freely in similar circumstances.

16. Dispute Resolution

16.1 Binding Arbitration

All disputes will be resolved through binding arbitration administered by the American Arbitration Association (AAA) in San Francisco, California. You waive your right to court or jury trials.

16.2 Governing Law

This Agreement is governed by the laws of California, USA.

17. Miscellaneous

• Notices: Sent in writing to [email protected] or addresses in the Order Form.

• Revisions: Posted at https://thekaliper.com/. Material changes will have at least 10 business days’ notice. Continued use constitutes acceptance.

• Publicity: A-Launch may identify you as a customer and create case studies with your cooperation.

EXHIBIT A

A-Launch Inc Service Level Agreement

Service Availability
A-Launch targets 0.1% downtime (excluding Excused Downtime such as scheduled maintenance or force majeure). Excess downtime earns a credit (2x the excess, capped at monthly fees) if requested within 30 days. Tier-specific details are in the Order Form.

Technical Support
Email assistance is provided per tier, as detailed in the Order Form (response times and availability vary).