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A-Launch LLC Service Terms

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 LLC, a limited liability company 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 LLC.
  • "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, and A-Launch may monitor usage for quality, improvement, and compliance purposes (see Section 5 and our Privacy Policy at https://thekaliper.com/privacy-policy

3.2 Maintenance and Support

If specified in the Order Form, maintenance includes access to new features/improvements when made generally available, and 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 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 or their integration with our Platform Services. Claims related to third-party services must be directed to those providers, and you use them 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, and 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 of your account.

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) to access the Services 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) at https://thekaliper.com/legal/data-processing-addendum.

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, per legal requirements.

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—your transmission is at your risk.

5.5 Ownership

You own Customer Data; A-Launch owns the Platform Services, software, and non-Customer data. Feedback or suggestions you provide become A-Launch’s property, and we may use them without compensation or obligation.

6. TERM AND TERMINATION

6.1 Duration

  • Service Terms: Continue until all Order Forms expire or terminate.
  • Order Forms: Initial term per the Order Form, 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 reserves the right to terminate your account at its sole discretion, with or without notice, without compensation or refund, and without appeal or recourse. 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, payable monthly or annually. Invoices are due upon receipt, with no late penalties. 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 non-public information with reasonable care, limiting use and disclosure to Agreement purposes unless legally required. “Confidential Information” includes business plans, technical data, and customer lists, but excludes information that is publicly available or independently developed. You may disclose Confidential Information if compelled by law, provided you give prior written notice to A-Launch and seek a protective order if possible.

9. SERVICE LEVEL AGREEMENT

If included in the Order Form, the SLA (Exhibit A) outlines performance commitments (e.g., uptime guarantees) and remedies for service issues, varying by tier. This is your sole remedy for service disruptions.

10. WARRANTY DISCLAIMER

Platform Services are provided “AS IS,” without warranties (e.g., merchantability, 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, provided the claim does not arise from unauthorized combinations or modifications.

11.2 By Customer

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

11.3 Procedures

Indemnification requires prompt notice, sole defense control 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 for the relevant service period, except for breaches of confidentiality, IP violations, or willful misconduct.

13. FORCE MAJEURE

Neither party is liable for delays or failures due to events beyond their control (e.g., natural disasters, cyberattacks, government actions). Obligations may be suspended during such events, with notice provided as soon as practicable.

14. INTERNATIONAL COMPLIANCE AND LEGAL OBLIGATIONS

You must comply with all applicable local, national, and international laws and regulations, including those related to data privacy, telecommunications, and consumer protection. A-Launch is not responsible for your failure to comply with such laws.

15. ASSIGNMENT AND TRANSFER

You may not assign this Agreement without A-Launch’s prior written consent, except to affiliates or in case of a merger/sale. A-Launch may assign this Agreement without your consent in similar circumstances.

16. DISPUTE RESOLUTION

16.1 Binding Arbitration

All disputes arising out of or relating to this Agreement will be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. You waive your right to go to court, including jury trials, except for matters that may be taken to small claims court. Arbitration will be conducted by a neutral arbitrator, whose decisions are final and enforceable like a court order, subject to limited review by a court.

16.2 Arbitration Process

The arbitration will take place in San Francisco, California, unless otherwise agreed. Each party will bear its own costs, except as provided by the AAA rules. For more details, visit http://www.adr.org/consumer_arbitration.

16.3 Governing Law

This Agreement is governed by the laws of California, USA, without regard to conflict of law principles.

17. MISCELLANEOUS

  • Notices: In writing to [email protected] or Order Form addresses.
  • Revisions: Posted at https://thekaliper.com/, effective upon continued use. A-Launch will provide at least 10 business days’ notice of material changes via the website.
  • Publicity: A-Launch may identify you as a customer and, with your cooperation, create a case study if you’re satisfied.

EXHIBIT A

A-Launch LLC Service Level Agreement

Service Availability

A-Launch targets 0.1% downtime (excluding Excused Downtime, e.g., scheduled maintenance or force majeure events). 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 (e.g., response times, availability).