Launch Consulting LLC Terms & Conditions of Service

Launch Consulting LLC

Master Services Agreement

Governing Terms of the Agreement with Launch Consulting.
1. Overview of Terms. This Master Services Agreement ("Agreement") governs the purchase and delivery of consulting, coaching, and related services ("Services") provided by Launch Consulting LLC ("Launch Consulting"). By engaging Launch Consulting for any Services, the Client agrees to be legally bound by this Agreement, which establishes the general terms and conditions under which all current and future Services will be provided. Specific project terms, scopes, deliverables, and pricing may be further defined in separate Scope of Services documents or engagement letters executed by the parties from time to time.
  
  Any additional, conflicting, or different terms proposed by the Client, including those in purchase orders or other communications, are expressly rejected and will not modify this Agreement unless agreed to in writing by Launch Consulting.
2. Note on Legacy Services. While Launch Consulting previously operated under the brand Emily Melious™ Coaching for select business-to-consumer services, all current Services are provided under the Launch Consulting brand. Any remaining individual client engagements are subject to these Terms.
3. Counteroffer Clarification. Any counteroffer, additional term, or deviation proposed by the Client does not constitute acceptance of this Agreement and is not binding on Launch Consulting. Any Services performed by Launch Consulting under such circumstances shall be governed exclusively by the original terms of this Agreement.
4. Amendments and Revisions. No verbal, implied, or unilateral changes to this Agreement are valid. Any amendment must be in a signed writing executed by both Launch Consulting and the Client. Launch Consulting reserves the right to update these Terms periodically. Updated Terms will become effective upon posting to the Launch Consulting website at www.launchconsulting.io/terms-and-conditions-of-service. Continued use of Services after such updates constitutes acceptance of the revised Terms.
5. Availability of Terms. The current version of these Terms is continuously available on Launch Consulting's website and can be provided via email upon request. Clients are encouraged to review the Terms prior to engaging Services.
6. Acceptance of Terms. Client acceptance of this Agreement is deemed to occur upon any of the following: (i) signing a Scope of Services or separate engagement agreement, (ii) initiating Services, or (iii) submitting payment for Services. Where Services are engaged without a signed agreement, the Client agrees that the Terms published on Launch Consulting’s website at the time of engagement shall govern, including applicable standard rates and payment obligations.
7. Service Commencement as Acceptance. The commencement of any Services by Launch Consulting at the Client’s request, including preliminary activities undertaken in anticipation of a formal agreement, constitutes acceptance of these Terms.
Scope of Services Offered by Launch Consulting.
1. Organizational Clients. Launch Consulting provides a range of HR consulting and leadership advisory services for organizational clients. Areas of expertise include, but are not limited to, talent acquisition strategy, predictive talent assessment, HR analytics, leadership development, organizational development consulting, talent optimization, workforce planning, and executive coaching. Specific services will be detailed in a custom Scope of Services agreement or provided at Launch Consulting’s current rates.
2. Individual Clients. Launch Consulting may, at its sole discretion, provide career coaching and professional development services for individual clients. These services are available at fixed rates and may require separate or additional agreements as applicable. Individual engagements are subject to the same Terms.
3. Proprietary Methodologies. Launch Consulting incorporates proprietary methodologies in the delivery of its Services, including The Fulfillment Formula®, The Fulfillment Factor®, FitPredict™, and The Six Essentials™ frameworks. These methodologies are designed to support the alignment of individual capabilities and organizational needs, enhancing professional and organizational development outcomes.
Terms of the Agreement.
1. Effective Date and Term. The terms and conditions set forth in this Agreement become effective on the date Services are first initiated by the Client ("Effective Date"). This Agreement remains in effect for the duration specified in the Scope of Services or, if no specific duration is stated, for a period of twelve (12) months from the Effective Date ("Term"), unless terminated earlier in accordance with the provisions of this Agreement.
  
  At the end of the Term or upon completion of the Scope of Services, this Agreement shall automatically expire unless the parties mutually execute a new written agreement to continue Services. Any continuation of Services beyond the original Term or Scope requires either (i) a new written agreement mutually signed by both parties or (ii) the Client’s initiation of continued Services, which shall be deemed acceptance of Launch Consulting’s then-current Terms and applicable rates. No automatic renewal shall apply.
Fees and Pricing.
1. Pricing Structure. Launch Consulting's fees for Services ("Service Fees") are determined based on the rates stated in the applicable Scope of Services agreement at the time of engagement. If no specific Service Fee is listed, Launch Consulting’s current standard rates will apply. Launch Consulting reserves the right to adjust its standard rates at any time prior to the performance of Services.
2. Billing and Payment Terms. For all organizational clients, invoices will be issued according to the terms set forth in the applicable Scope of Services, typically on a monthly basis unless otherwise agreed in writing. Payment is due upon receipt unless otherwise specified. For project-based or fixed-fee engagements, commencement of work may require advance payment as outlined in the Scope of Services.
3. Engagement Without Signed Agreement. If a Scope of Services agreement is not signed but Services are initiated at the Client’s request, the Terms published on Launch Consulting’s website at the time of engagement shall govern, and payment shall be due upon receipt of the invoice.
4. Adjustments to Fees. Launch Consulting may adjust its standard rates to reflect changes in market conditions, inflation, or increased costs of service delivery. Adjusted rates will apply to new projects, service expansions, or engagements initiated after the original Term. Client’s continued engagement of Launch Consulting following any rate adjustment constitutes acceptance of the revised rates. Launch Consulting is not required to provide prior written notice of standard rate adjustments.
5. Dispute Related to Fees. If the Client disputes any invoice or Service Fee, the Client must notify Launch Consulting in writing within thirty (30) days of the invoice date, clearly outlining the nature of the dispute and providing supporting documentation. Upon receipt, Launch Consulting will review the dispute and seek an amicable resolution within sixty (60) days. Failure to dispute a charge within the specified timeframe constitutes acceptance of the invoice.
6. Confidentiality of Fees. All Service Fees, rate structures, and related pricing information are confidential and may not be disclosed to third parties without Launch Consulting’s prior written consent. Unauthorized disclosure of such information constitutes a material breach of this Agreement, entitling Launch Consulting to seek injunctive relief and other available remedies at law or in equity.
7. Travel Expenses. All reasonable travel expenses incurred by Launch Consulting in connection with the provision of Services to the Client will be billed separately and itemized for transparency. Such expenses are in addition to the Service Fees unless otherwise agreed in writing.
Payment Terms and Conditions.
1. Currency and Payment Methods. Payments for Services must be made in United States currency. Acceptable payment methods will be specified by Launch Consulting and may include check, credit card, or ACH transfer. Launch Consulting reserves the right to decline or restrict payment methods at its sole discretion.
2. Payment Obligations. Upon entering into an engagement with Launch Consulting, the Client commits to paying the full Service Fee as specified in the Scope of Services, regardless of the Client’s participation in or completion of the Services. Payment obligations are binding, non-cancellable, and the full Service Fee is due and payable even if the Client discontinues use of the Services prior to the expiration of the Term.
3. Installment Payments and Authorization. If installment payments are permitted, the Client authorizes Launch Consulting to charge the provided payment method automatically according to the agreed-upon schedule without requiring additional consent for each charge. It is the Client’s responsibility to maintain valid and up-to-date payment information. Failure to maintain valid payment information or default in payment may result in the suspension or termination of Services.
4. Offsets. Launch Consulting may offset any amounts it owes to the Client, including chargebacks or rebates, against any amounts owed by the Client under this Agreement.
5. Late Payment Fees. Any amount not paid when due will accrue a late charge at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower, until paid in full.
6. Suspension of Services for Non-Payment. Launch Consulting reserves the right to suspend the provision of Services immediately and without liability in the event of the Client’s failure to make timely payment.
7. Recovery of Costs and Attorneys’ Fees. In the event Launch Consulting must take action to collect unpaid amounts under this Agreement, the Client shall be responsible for all costs of collection, including reasonable attorneys’ fees, court costs, and expenses incurred by Launch Consulting.
Refund Policy.
1. General Policy: Launch Consulting strives to deliver the highest quality Services to its Clients. Due to the nature of professional consulting, coaching, and assessment services, all sales are final once Services have commenced. Refunds are not typically issued after Services have been initiated.
2. No Obligation for Refunds: Clients acknowledge and agree that Launch Consulting has no obligation to provide refunds for Services that have been ordered and partially or fully initiated. This includes, but is not limited to, the commencement of candidate assessments, coaching sessions, advisory consultations, project planning, or any preparatory work related to the Services.
3. Discretionary Refunds: Refunds may only be considered at the sole discretion of Launch Consulting under exceptional circumstances and only if Services have not yet been initiated. Any determination regarding refunds shall be made exclusively by Launch Consulting and shall be final.
4. Non-completion by Third Parties: Launch Consulting is not liable for any refund, in whole or in part, in circumstances where a service could not be completed due to non-compliance, non-responsiveness, or other failures by third parties, including candidates, employees, contractors, or other service participants associated with the Client.
5. Finality of Sale. By entering into an engagement with Launch Consulting, the Client acknowledges and agrees that all sales are final upon the initiation of Services, and no right to a refund exists except as expressly provided under this Refund Policy.
6. Chargebacks Prohibited. The Client agrees not to initiate any chargeback or payment dispute with their financial institution without first providing written notice to Launch Consulting and a reasonable opportunity to resolve the issue. Initiating a chargeback in violation of this provision constitutes a material breach of this Agreement.
Self-Paced Online Courses.
1. Access and Use. Launch Consulting may offer access to self-paced online courses. Such offerings are provided for personal, non-commercial use only and are subject to separate course-specific terms and conditions, which will be provided at the time of purchase. Access to course content is non-exclusive, non-transferable, and non-refundable unless otherwise specified. Clients are expressly prohibited from copying, reproducing, modifying, distributing, reselling, publicly displaying, creating derivative works from, or otherwise exploiting any course materials in any form without prior written permission from Launch Consulting.
Third-Party Technology and Platform Use.
1. Use of Third-Party Services. Launch Consulting LLC ("Launch Consulting") utilizes third-party technologies, tools, and platforms ("Third-Party Services") as part of its service delivery to Clients. These Third-Party Services may include, but are not limited to, project management software, communication tools, assessment platforms, and cloud-based applications. Launch Consulting selects such services based on reliability and functionality but does not control their availability or performance.
2. Limitation of Liability. The Client acknowledges and agrees that Launch Consulting shall not be liable for any interruptions, delays, errors, or losses resulting from the performance, unavailability, or malfunction of any Third-Party Services used in connection with the Services. Launch Consulting makes no warranties, express or implied, regarding the performance or availability of any Third-Party Services.
3. Indemnification for Third-Party Issues. The Client agrees to indemnify, defend, and hold harmless Launch Consulting from and against any claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising from or relating to the use or failure of any Third-Party Services in connection with the provision of Services to the Client.
4. Service Continuity Efforts. Launch Consulting will make commercially reasonable efforts to mitigate the impact of any disruptions caused by Third-Party Services, including implementing alternative solutions where feasible. However, uninterrupted service delivery cannot be guaranteed where reliance on external Third-Party Services is involved.
Service Specifications.
1. Service Modifications. Launch Consulting retains the right to modify, replace, update, or enhance its Services at any time, without prior notice, in order to better meet Client needs, improve service quality, or respond to evolving business practices. Such modifications will not constitute a breach of this Agreement.
2. Service Specifications and Verification. The Client is responsible for verifying that the Services received align with the agreed-upon Scope of Services. Launch Consulting expressly disclaims any and all warranties, express or implied, that the Services will conform to any specifications, expectations, or outcomes beyond those explicitly agreed upon in writing.
3. Accuracy of Pricing and Contractual Terms. Launch Consulting endeavors to provide accurate pricing and contractual terms in all agreements. In the event of typographical errors, omissions, or discrepancies regarding Service Fees or other contractual terms, Launch Consulting reserves the right to correct such errors and to enforce the correct pricing and terms as intended.
Client Engagement and Conduct.
1. Professional Conduct. Launch Consulting is committed to maintaining a professional, respectful environment for all service interactions. Clients are expected to engage respectfully and professionally with Launch Consulting personnel at all times. Launch Consulting reserves the right to suspend or terminate Services immediately, at its sole discretion, if a Client or Client representative engages in harassment, defamation, abusive behavior, or any other conduct deemed disruptive or detrimental to the service relationship. In the event of termination for such conduct, the Client remains obligated to pay all fees due under the Agreement.
2. Timeliness and Cooperation.
  In order to facilitate effective service delivery and achieve the desired outcomes of the engagement, Clients are expected to respond promptly to requests, complete assessments and assignments, and provide required information and documentation in a timely manner. Timely responses are critical to maintaining the project timeline and ensuring the effectiveness of the Services provided.
3. Active Engagement. Clients are expected to engage with Launch Consulting’s Services actively and constructively. This includes attending scheduled meetings or sessions, providing feedback as requested, and maintaining open and effective lines of communication throughout the service relationship.
4. Expectations for Individual Coaching Clients
  Clients enrolled in individual coaching programs are expected to adhere closely to the program guidelines and requirements. Adherence includes, but is not limited to, attending all scheduled coaching sessions, completing assignments and exercises, and applying learned strategies and insights. Launch Consulting makes no guarantees of specific outcomes, as results are dependent on the Client's individual effort, context, and execution.
5. Impact of Delays, Non-Engagement, and Failure to Provide Information. Delays in Client responsiveness, failure to complete assessments or assignments, failure to provide necessary information, or a lack of active engagement may materially impact the quality, effectiveness, and timely completion of Services. Certain Services, including but not limited to FitPredict, require timely and complete Client-supplied data for proper execution.
  
  Launch Consulting will make reasonable efforts to accommodate reasonable delays; however, Launch Consulting shall not be held responsible for any diminished outcomes or incomplete service delivery resulting directly or indirectly from the Client’s non-responsiveness, delay, failure to provide necessary information, or lack of cooperation. Failure by the Client to provide required data or inputs in a timely and complete manner shall not relieve the Client of its obligation to pay all applicable Service Fees in full.
  
  Persistent failure to engage, cooperate, or provide necessary information may, at Launch Consulting’s sole discretion, result in the suspension or termination of Services. In the event of such termination, the Client remains fully responsible for all Service Fees due under the Agreement.
Virtual Service Delivery.
1. Service Format and Technology. Launch Consulting reserves the right to deliver coaching sessions, classes, consulting services, and other engagements through digital platforms such as Zoom, Microsoft Teams, Skype, or similar video and audio communication software. While Launch Consulting will endeavor to provide at least three (3) days' notice before changing the service delivery format (e.g., from in-person to virtual or vice versa), circumstances may occasionally necessitate immediate adjustments. Such adjustments shall not constitute a breach of this Agreement.
2. Client Equipment Responsibility. Clients are responsible for procuring and maintaining, at their own cost, the necessary technology, including but not limited to computer equipment, internet connectivity, and required software, to participate in virtual services. Launch Consulting shall not be liable for any disruption or inability to deliver Services resulting from the Client’s failure to maintain adequate equipment or connectivity. Failure to attend or participate due to technical issues shall not excuse the Client from any payment obligations.
3. Recording and Privacy Consent. By engaging in virtual services, the Client consents to Launch Consulting recording, transmitting, and securely storing sessions for lawful purposes, including but not limited to quality assurance, training, recordkeeping, and compliance. Recordings will be treated in accordance with Launch Consulting’s confidentiality obligations and applicable privacy laws.
4. Virtual Service Participation Expectations. Clients are strongly encouraged to enable video functionality and participate fully via camera during virtual sessions to foster effective communication, engagement, and collaboration. While Launch Consulting understands that technical or situational limitations may occasionally occur, Clients are expected to make reasonable efforts to attend sessions with cameras on. Persistent refusal to enable video without valid reason may be treated as a lack of active participation under the terms of this Agreement.
5. Non-Participation and Service Cancellation. Should the Client be unable to actively participate in a scheduled virtual session — including by engaging verbally or otherwise interacting as reasonably required — Launch Consulting reserves the right, at its sole discretion, to cancel the session without any obligation to reschedule, refund, or credit the Client. Clients remain fully responsible for payment for all scheduled Services regardless of participation or attendance.
Photography, Video, and Media Use.
1. Grant of Permission. By participating in Services provided by Launch Consulting, the Client grants Launch Consulting the irrevocable, perpetual, worldwide right and permission to capture, record, photograph, and use the Client’s likeness, image, voice, and/or appearance ("Media Content") in any form, including but not limited to photographs, video recordings, audio recordings, digital media, and print publications, for lawful business purposes, including marketing, promotional, educational, and training uses.
2. Opt-Out Option. Launch Consulting respects Client preferences regarding the use of Media Content. Clients who do not wish to be photographed, recorded, or have their likeness used must notify Launch Consulting in writing prior to participation in any Services. Upon receipt of such notice, Launch Consulting will make reasonable efforts to honor the Client’s request and exclude the Client from any Media Content capture and use.
3. Ownership and Usage Rights. All Media Content captured by Launch Consulting is the exclusive property of Launch Consulting. The Client waives any right to inspect or approve the finished materials or the use to which such materials may be applied. Launch Consulting retains the right to edit, alter, copy, exhibit, publish, or distribute the Media Content for any lawful purposes without further notice or compensation to the Client.
4. No Compensation. The Client acknowledges and agrees that the use of Media Content, including the Client’s likeness or appearance, does not entitle the Client to any form of compensation, royalty, fee, or other payment.
Employee Engagement in Coaching Services.
1. Acceptance of Coaching Terms. When a client organization engages Launch Consulting to provide coaching services to its employees, the participation of such employees in any coaching sessions shall constitute acceptance of the terms and conditions outlined in Launch Consulting’s standard Coaching Agreement. By participating, employees acknowledge and agree to be bound by the applicable terms, including but not limited to confidentiality obligations, data use provisions, and intellectual property protections, as if they had individually signed the Coaching Agreement. This presumption of acceptance ensures that all parties — Launch Consulting, the client organization, and the participating employees — are aligned on expectations, responsibilities, and the scope of Services provided.
2. Responsibilities of the Client Organization. The client organization is responsible for informing its employees of the applicable terms governing coaching services prior to the commencement of any sessions. The client organization must obtain any necessary consents from employees for the sharing of information with Launch Consulting, including personal or professional data relevant to the coaching engagement, in accordance with applicable laws.
3. Relationship to Master Agreement. This section supplements, and does not supersede, any other terms of the overarching Service Agreement between Launch Consulting and the client organization. In the event of any inconsistency, the terms of the Master Agreement shall govern.
Data Use and Privacy.
1. Collection and Use of Client Data. By engaging Launch Consulting’s Services, the Client authorizes Launch Consulting to collect, store, and utilize information related to the Client’s interaction with the Services ("Client Data"). Client Data may include, but is not limited to, information about business operations, performance metrics, assessments, transactions, and other information relevant to the Services. Launch Consulting may use Client Data for internal purposes, including service delivery, analysis, research, case study development, marketing content creation, and service improvement.
2. Purpose and Limitations. Launch Consulting will use Client Data strictly for internal business objectives, such as developing anonymized case studies, promotional content, thought leadership materials, and enhancing product offerings. Launch Consulting will not sell, lease, or otherwise disclose Client Data to third parties without the Client’s express written consent, except as required by law.
3. Anonymization and Aggregation. Wherever feasible, Launch Consulting will anonymize and aggregate Client Data prior to use for marketing, case studies, or analytical purposes, ensuring that the Client cannot be reasonably identified from the information disclosed. If the Client provides prior written consent, Launch Consulting may publicly reference the Client’s name, company, job title, and/or testimonial in marketing or promotional materials. Launch Consulting retains full ownership rights to any derivative works created using anonymized or authorized Client Data.
4. Data Protection and Compliance. Launch Consulting will implement and maintain appropriate technical and organizational measures to protect Client Data against unauthorized access, unlawful processing, accidental loss, destruction, or damage. Launch Consulting agrees to comply with all applicable data protection and privacy laws governing the collection, storage, and use of Client Data.
5. Client Rights Regarding Data Use. The Client retains the right to withdraw consent for the use of its Client Data for marketing, promotional, or analytical purposes by providing written notice to Launch Consulting. Upon receipt of such notice, Launch Consulting will cease the specified use of the Client’s Data within a reasonable time period, except where continued use is required by law or necessary for the fulfillment of contractual obligations.
6. Notification of Intended Data Use. Upon written request, Launch Consulting will provide the Client with a description of how Client Data is intended to be used, including general categories of analyses, case studies, or marketing materials in which anonymized Client Data may appear.
Client Brand Features and Promotional Use.
1. Grant of Rights to Use Client Brand Features. Upon entering into an engagement with Launch Consulting, the Client grants Launch Consulting a non-exclusive, worldwide, royalty-free license to use the Client’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features ("Client Brand Features") for promotional purposes. Permitted uses include, but are not limited to, inclusion on Launch Consulting’s website, client lists, pitch decks, proposals, case studies, social media, and other marketing or promotional materials.
2. No Pre-Approval Required for Standard Uses. Client’s consent to such use is deemed granted upon initiation of Services. Launch Consulting may use the Client’s Brand Features in standard public-facing materials, such as client rosters and marketing collateral, without seeking prior individual approval, provided the use is professional, factual, and in accordance with the terms herein.
3. Scope of Use. Launch Consulting’s use of Client Brand Features shall be limited to representing the Client as a customer or illustrating the nature of the engagement. All such use will comply with any reasonable brand guidelines provided by the Client.
4. Opt Out and Termination of Use. The Client may revoke Launch Consulting’s permission to use its Brand Features at any time by providing written notice. Upon receipt of such notice, Launch Consulting will (i) promptly discontinue future use in new materials and (ii) use commercially reasonable efforts to cease use in existing materials where practical.
5. No Endorsement. The use of Client Brand Features does not constitute an endorsement by the Client of Launch Consulting’s Services, nor does it create a partnership, joint venture, or agency relationship between the parties.
Intellectual Property Ownership and License.
1. Launch Consulting Intellectual Property. All intellectual property created, utilized, or furnished by Launch Consulting in connection with the Services ("Launch Consulting IP") — including but not limited to methodologies, templates, tools, documents, work product, software, reports, and frameworks such as The Six Essentials™️ — is and shall remain the sole property of Launch Consulting. Launch Consulting retains all rights, title, and interest in and to the Launch Consulting IP under all applicable intellectual property laws.
2. Limited License to Client. Launch Consulting grants the Client a non-exclusive, worldwide, non-transferable license to use Launch Consulting IP solely for the Client’s internal business purposes in connection with the Services provided. This license does not permit the Client to sell, sublicense, distribute, modify, reverse-engineer, or create derivative works based on Launch Consulting IP without prior written consent.
3. Client Modifications. If the Client creates any modifications, improvements, adaptations, or derivative works based on Launch Consulting IP, such developments shall be the sole and exclusive property of Launch Consulting. The Client agrees to execute any documents necessary to perfect Launch Consulting’s ownership rights in such modifications upon request.
Intellectual Property Ownership and License.
1. Non-Circumvention. The Client agrees not to use the Services, Deliverables, or proprietary methodologies provided by Launch Consulting to circumvent, replace, or eliminate the need for Launch Consulting’s Services by replicating or internalizing such Services without Launch Consulting’s prior written consent.
2. Restriction on Internal Use for Replication. The Client may use the Deliverables and Services solely for its own internal business purposes related to the original scope of engagement. The Client shall not, without Launch Consulting’s prior written authorization:
  - Train internal employees, contractors, or third parties to replicate or substantially reproduce Launch Consulting’s Services, processes, methodologies, assessments, frameworks, or operating models;
  - Develop, create, or adapt substantially similar consulting programs, tools, services, or offerings based in whole or in part on Launch Consulting’s Deliverables;
  - Incorporate Launch Consulting’s proprietary materials, templates, scripts, or frameworks into the Client’s internal training, development, or consulting processes.
  This restriction includes, without limitation, the internal certification or external training of Client personnel in methodologies or tools substantially related to the Services delivered by Launch Consulting.
3. Remedies for Breach. Any breach of this Section shall entitle Launch Consulting to seek:
  - Immediate injunctive relief (to stop further use or reproduction);
  - Recovery of damages, including but not limited to any lost profits, reasonable royalties, or the fair market value of the Services internalized by the Client;
  - Recovery of reasonable attorneys’ fees and costs incurred in enforcing Launch Consulting’s rights.
  The Client acknowledges and agrees that a breach of this Section would cause irreparable harm to Launch Consulting for which monetary damages alone may be insufficient, and thus equitable remedies are appropriate.
4. Survival. The obligations under this Section shall survive the expiration or termination of the Agreement for a period of twenty-four (24) months. During this period, the Client shall continue to be bound by the restrictions on circumvention, replication, internalization, and use of Launch Consulting’s proprietary methodologies, frameworks, and Deliverables.
5. Optional Buyout of Internalization Restrictions. Upon written request, Launch Consulting may, at its sole discretion, agree to waive the restrictions set forth in this Section in exchange for a negotiated buyout fee ("Buyout Fee"). The Buyout Fee shall reflect the reasonable value of the Services, Deliverables, proprietary methodologies, and goodwill being internalized by the Client. Launch Consulting is under no obligation to agree to such a waiver. If a waiver is granted, the specific terms, conditions, and Buyout Fee shall be memorialized in a separate written agreement executed by both parties.
Testimonials and Endorsements.
1. Consent for Use of Testimonials and Personal Information. By agreeing to these Terms of Service, the Client grants Launch Consulting the irrevocable and unrestricted right to use and publish any testimonials voluntarily provided by the Client. Such use may include the Client’s full name, job title, and company name for marketing, promotional, and public relations purposes, including but not limited to Launch Consulting’s website, social media platforms, marketing materials, sales presentations, and other publications.
2. Voluntary Provision of Testimonials. Submitting a testimonial is entirely voluntary. By providing a testimonial, the Client consents to the use of their name, professional title, company affiliation, and related information as described herein.
3. Accuracy and Editorial Rights. Launch Consulting will make reasonable efforts to accurately represent the Client’s testimonial. Launch Consulting reserves the right to edit testimonials for length, clarity, or grammar without altering the substantive meaning or intent of the Client’s statement.
4. Use of Publicly Available Images. Launch Consulting reserves the right to use publicly available professional images of the Client, including headshots from public websites or professional networking platforms, in connection with any published testimonial to enhance credibility and authenticity.
5. Withdrawal of Consent. The Client may withdraw consent for the use of future testimonials at any time by providing written notice to Launch Consulting. Launch Consulting will cease using the Client’s testimonial in new materials upon receipt of such notice. However, previously published materials already in circulation may continue to be used for a reasonable duration.
6. Permission for Future Use. This consent extends to any future testimonials provided by the Client unless revoked in accordance with this Section.
Termination Terms.
1. Termination for Non-Payment. Launch Consulting may terminate this Agreement upon written notice if the Client fails to make any required payment by the due date. Specifically:
  - If the non-payment continues for thirty (30) days after the Client’s receipt of a written notice of nonpayment; or
  - If the Client experiences two (2) or more incidents of non-payment within any three (3) month period.
  During the thirty (30) day cure period, Launch Consulting may suspend the provision of Services at its sole discretion until full payment is received. Upon termination for non-payment, the Client remains responsible for payment of the full Service Fee, regardless of the amount of Services rendered.
2. Termination for Non-Performance. Launch Consulting may terminate this Agreement if the Client fails to complete assigned tasks, fulfill required responsibilities, provide necessary information, or otherwise engage adequately in the Services, as determined by Launch Consulting in its sole discretion. Upon termination under this Section, the Client remains responsible for payment of the full Service Fee, regardless of the extent of Services completed prior to termination.
3. Termination Without Cause. Launch Consulting may terminate this Agreement without cause at any time by providing written notice to the Client. In such event, Launch Consulting will issue a pro-rata refund of any Service Fees paid for Services not yet rendered as of the effective date of termination. The refund will be calculated based solely on the unearned portion of the Service Fee, excluding any administrative or preparatory work already performed.
Survival.
The rights and obligations of Launch Consulting and the Client that, by their nature, should survive termination or expiration of this Agreement shall survive, including but not limited to:
- Obligations related to payment of outstanding fees;
- Confidentiality obligations;
- Intellectual property ownership and use restrictions;
- Non-circumvention and internalization restrictions;
- Indemnification obligations;
- Limitation of liability and disclaimers of warranties;
- Dispute resolution provisions, including arbitration and choice of law.
These obligations shall continue in full force and effect notwithstanding the termination or expiration of this Agreement. The obligation to resolve disputes through mediation, arbitration, and choice of forum as specified in this Agreement shall survive any expiration or termination of this Agreement and shall apply regardless of the cause of action or timing of the dispute.
Cancellation Policy.
1. Scheduled Service Cancellations. Clients may cancel any scheduled sessions, appointments, meetings, workshops, or other Services with Launch Consulting by providing at least twenty-four (24) hours’ advance notice, either verbally or in writing. Cancellations made with less than twenty-four (24) hours’ notice will be considered late cancellations.
2. No-Show and Late Cancellation Penalties. Failure to attend a scheduled Service, failure to provide the required twenty-four (24) hours’ notice of cancellation, or failure to be present and ready to engage at the appointed time will result in the Client being charged the full fee for the scheduled Service. Payment for missed or late-canceled Services remains the Client’s responsibility, regardless of participation.
3. Policy Flexibility and Enforcement. Launch Consulting may, at its sole discretion, elect to waive or modify the cancellation fee on a case-by-case basis. Any such waiver shall not constitute a waiver of Launch Consulting’s right to strictly enforce this Cancellation Policy for any future cancellations or no-shows.
4. Frequent Rescheduling. If the Client reschedules or cancels and reschedules the same Service more than twice (2x), Launch Consulting reserves the right to charge a rescheduling fee equivalent to twenty-five percent (25%) of the scheduled Service fee. This fee reflects the administrative and scheduling costs associated with repeated changes. Launch Consulting may, at its sole discretion, waive or enforce the rescheduling fee on a case-by-case basis.
DISCLAIMER OF WARRANTIES.
1. PROFESSIONAL STANDARD. LAUNCH CONSULTING WARRANTS THAT ALL SERVICES WILL BE PERFORMED IN A PROFESSIONAL AND WORKMANLIKE MANNER, CONSISTENT WITH INDUSTRY STANDARDS.
2. NO GUARANTEES OF OUTCOMES. EXCEPT AS EXPRESSLY STATED HEREIN, LAUNCH CONSULTING MAKES NO REPRESENTATIONS, GUARANTEES, OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CLIENT IS SOLELY RESPONSIBLE FOR THEIR OWN PROGRESS, OUTCOMES, AND RESULTS FROM THE SERVICES.
3. CLIENT RESPONSIBILITY. LAUNCH CONSULTING CANNOT AND DOES NOT CONTROL THE CLIENT’S LEVEL OF PARTICIPATION, ENGAGEMENT, OR APPLICATION OF THE SERVICES. RESULTS MAY VARY SIGNIFICANTLY, AND CLIENT ACCEPTS FULL RESPONSIBILITY FOR ANY SUCH VARIANCE. ANY DECISIONS MADE BY THE CLIENT BASED ON THE SERVICES, AND ANY CONSEQUENCES THEREOF, ARE SOLELY THE CLIENT’S RESPONSIBILITY.
4. SCOPE OF SERVICES. THE SERVICES PROVIDED BY LAUNCH CONSULTING ARE FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY. THEY DO NOT CONSTITUTE PSYCHOLOGICAL, MEDICAL, SUBSTANCE ABUSE, LEGAL, FINANCIAL, OR TAX ADVICE. LAUNCH CONSULTING PERSONNEL ARE NOT LICENSED MEDICAL, PSYCHOLOGICAL, OR LEGAL PROFESSIONALS. CLIENTS ARE ENCOURAGED TO SEEK APPROPRIATE PROFESSIONAL ADVICE FOR SUCH MATTERS.
5. LIMITATION OF LIABILITY FOR INDIRECT DAMAGES. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT LAUNCH CONSULTING SHALL NOT BE LIABLE FOR ANY EMOTIONAL DISTRESS, PSYCHOLOGICAL HARM, LOSS OF BUSINESS OPPORTUNITIES, LOST PROFITS, OR OTHER CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING FROM OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LIMITATION OF LIABILITY.
1. ADVISORY ROLE AND CLIENT RESPONSIBILITY. LAUNCH CONSULTING PROVIDES CONSULTING, COACHING, AND ADVISORY SERVICES INTENDED TO GUIDE CLIENTS IN MAKING INFORMED DECISIONS RELATED TO HUMAN RESOURCES, LEADERSHIP, AND CAREER DEVELOPMENT. ALL SERVICES ARE ADVISORY IN NATURE. THE CLIENT ACKNOWLEDGES THAT ALL FINAL DECISIONS AND ACTIONS ARE MADE AT THEIR SOLE DISCRETION AND RISK.
  
  FOR INDIVIDUAL CLIENTS, THIS INCLUDES BUT IS NOT LIMITED TO DECISIONS INVOLVING JOB ACCEPTANCE, RESIGNATION, CAREER TRANSITIONS, AND PROFESSIONAL DEVELOPMENT. FOR ORGANIZATIONAL CLIENTS, THIS INCLUDES BUT IS NOT LIMITED TO DECISIONS RELATED TO HIRING, FIRING, INTERNAL PROMOTIONS, ORGANIZATIONAL RESTRUCTURING, TALENT MANAGEMENT STRATEGIES, AND OTHER BUSINESS PRACTICES INFLUENCED BY THE SERVICES. LAUNCH CONSULTING SHALL NOT BE LIABLE FOR THE RESULTS OR CONSEQUENCES OF ANY SUCH DECISIONS.
2. COMPLIANCE WITH EMPLOYMENT LAWS AND EEOC GUIDELINES. WHILE LAUNCH CONSULTING MAY ADVISE ON BEST PRACTICES, INCLUDING COMPLIANCE WITH EEOC GUIDELINES, THE CLIENT IS SOLELY RESPONSIBLE FOR ENSURING THAT THEIR DECISIONS, ACTIONS, AND POLICIES COMPLY WITH APPLICABLE LAWS, REGULATIONS, AND INDUSTRY STANDARDS. LAUNCH CONSULTING DOES NOT ASSUME RESPONSIBILITY FOR THE CLIENT'S LEGAL OR REGULATORY COMPLIANCE.
3. LIMITATION OF LIABILITY FOR OUTCOMES. LAUNCH CONSULTING WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES RESULTING FROM THE CLIENT’S RELIANCE ON OR USE OF THE SERVICES, EVEN IF LAUNCH CONSULTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL DECISIONS MADE BY THE CLIENT REGARDING EMPLOYMENT, TALENT ACQUISITION, PERSONNEL MANAGEMENT, ORGANIZATIONAL CHANGE, OR CAREER DEVELOPMENT BASED ON LAUNCH CONSULTING’S GUIDANCE.
4. CAP ON DAMAGES. NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL:
  - LAUNCH CONSULTING BE LIABLE TO THE CLIENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES OF ANY KIND, INCLUDING ATTORNEYS’ FEES AND COURT COSTS; OR
  - LAUNCH CONSULTING’S TOTAL AGGREGATE LIABILITY RELATED TO ANY SERVICE EXCEED THE AMOUNT PAID BY THE CLIENT FOR SUCH SERVICE.
5. EXCLUSION OF LIABILITY FOR PERSONAL INJURY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LAUNCH CONSULTING DISCLAIMS ALL LIABILITY FOR ANY PERSONAL INJURY SUFFERED BY THE CLIENT, INCLUDING BUT NOT LIMITED TO EMOTIONAL DISTRESS, ANXIETY, STRESS, OR PSYCHOLOGICAL HARM, WHETHER ARISING DIRECTLY OR INDIRECTLY FROM THE SERVICES.
6. CLIENT ACKNOWLEDGMENT. BY UTILIZING LAUNCH CONSULTING’S SERVICES, THE CLIENT CONFIRMS THEIR UNDERSTANDING AND ACCEPTANCE OF THESE LIMITATIONS OF LIABILITY.
Indemnification.
1. General Indemnification. The Client shall indemnify, defend, and hold harmless Launch Consulting, its members, officers, directors, employees, agents, and representatives (each an “Indemnified Party”) from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising out of or relating to:
  - the Client’s acts or omissions;
  - the Client’s use of the Services;
  - any breach of this Agreement by the Client; or
  - any third-party claims arising from the Client’s business operations, decisions, or activities in connection with the Services.
2. Scope of Indemnification. The Client’s indemnification obligation applies regardless of whether the Losses are suffered directly by the Client or arise from a third-party suit, claim, counterclaim, demand, judgment, or other legal proceeding (each a “Claim”), and regardless of whether Launch Consulting or any Indemnified Party is alleged to be partially negligent, except to the extent that the Losses result from Launch Consulting’s willful misconduct or gross negligence.
3. Payment of Costs. The Client’s indemnification obligation includes the payment of any settlements, judgments, penalties, court costs, and reasonable attorneys’ fees incurred by Launch Consulting or any Indemnified Party in connection with any Claim. Launch Consulting retains the sole and exclusive right to control the defense of any Claim at the Client’s sole cost and expense.
4. Application Regardless of Allegations. The Client’s indemnification obligation applies regardless of the truth or accuracy of any allegations made against Launch Consulting, the Client, or any third party.
5. Intellectual Property Claims. In addition to the indemnification obligations stated above, the Client agrees to indemnify, defend, and hold harmless Launch Consulting and its Indemnified Parties from and against any and all Losses arising out of or related to any claim that the Client’s unauthorized use, reproduction, or distribution of Launch Consulting’s proprietary materials, methodologies, assessments, tools, or intellectual property infringes the rights of any third party.
Insurance.
1. Insurance Requirements. During the term of this Agreement and for a period of one (1) year following the last date of Services performed under the Agreement, each Organizational Client shall, at its own expense, maintain and carry insurance coverage in full force and effect, including but not limited to:
  - Commercial General Liability Insurance with limits of not less than Three Million Dollars ($3,000,000) per occurrence; and
  - Any other applicable insurance reasonably necessary to cover risks associated with the Services provided under this Agreement.
  All insurance policies shall be issued by financially sound and reputable insurers.
2. Proof of Insurance. Upon Launch Consulting’s request, the Client shall provide certificates of insurance evidencing the required coverage. The certificates must name Launch Consulting as an additional insured party.
3. Changes and Cancellations. The Client must provide Launch Consulting with at least sixty (60) days’ prior written notice of any cancellation, non-renewal, or material change to the insurance policies.
4. Review and Adjustment. The Parties shall periodically review and, if necessary, adjust the insurance requirements based on changes to the nature, scope, or risk level of the Services, but not less frequently than once every six (6) months.
5. Failure to Maintain Insurance. If the Client fails to maintain the required insurance coverage, Launch Consulting reserves the right to suspend or terminate the Services or this Agreement without liability or penalty.
Remedies and Resolution of Claims.
1. Available Remedies. Client’s sole and exclusive remedies for any claims arising out of or relating to the Services shall be limited to either:
  - A refund of the Service Fees actually paid to Launch Consulting within the thirty (30) days immediately preceding the date of the event giving rise to the claim; or
  - A credit in the amount of the Service Fees paid during that same period, to be applied toward future services from Launch Consulting.
  These remedies are subject to the limitations of liability set forth in this Agreement and are the Client’s sole and exclusive remedies, regardless of the form of claim, whether in contract, tort, statute, or otherwise.
2. Notification of Claims. The Client and Launch Consulting agree that any claim, dispute, or issue arising out of or relating to the Services must be communicated in writing to the other party within thirty (30) days after the event giving rise to the claim, or after the party becomes aware (or reasonably should have become aware) of the event, whichever is later.
3. Forfeiture of Claims. Failure to provide written notice within the required thirty (30) day period shall result in the forfeiture of the right to pursue any such claim. Both parties acknowledge that this notice period is critical to ensuring timely resolution and preserving the integrity of the Services provided.
Compliance with Laws. The Client warrants and represents that it will comply with all applicable laws, regulations, and legal requirements in connection with the purchase, use, and operation of any Services provided under this Agreement. For purposes of this Agreement, “Laws” means any and all national, federal, state, municipal, local (or other political subdivision) or administrative laws, constitutions, statutes, codes, ordinances, rules, regulations, requirements, standards, policies, guidance having the force of law, treaties, judgments, and orders of any kind, including common law principles.
Interpretation of the Agreement.
1. Modification of Terms. No member, officer, partner, manager, employee, agent, or representative of either Launch Consulting or the Client has the authority to orally modify or alter the terms and conditions of this Agreement. Any modification, alteration, or addition must be made in a written instrument signed by an authorized representative of both Launch Consulting and the Client, or incorporated into a signed Scope of Services.
2. Separate and Independent Agreements. Each time the Client engages Launch Consulting for Services, a separate and independent agreement is formed, to be interpreted without reference to any prior agreements, understandings, or course of dealing between the parties. No usage of trade, industry custom, or prior course of performance shall vary, explain, waive, or interpret any provision of this Agreement.
3. Entire Agreement. This Agreement constitutes the sole and exclusive agreement between Launch Consulting and the Client regarding the matters addressed herein and supersedes all prior and contemporaneous agreements, understandings, negotiations, inducements, representations, and conditions, whether oral or written, express or implied.
4. No Waiver. Failure by Launch Consulting to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. Similarly, any failure to exercise any right arising from the Client’s default shall not operate as a waiver of that right or any other rights.
Confidentiality.
1. Definition of Confidential Information. During the Term of this Agreement, either Launch Consulting or the Client (as the “Disclosing Party”) may disclose to the other party (as the “Receiving Party”) non-public, proprietary, and confidential information (“Confidential Information”). Confidential Information includes information labeled as “confidential” in writing or, if disclosed orally, identified as confidential at the time of disclosure and summarized in writing and confirmed as confidential within five (5) days. Confidential Information specifically includes Launch Consulting’s Owned Intellectual Property.
  
  Confidential Information does not include information that:
  - Is or becomes generally available to the public other than as a result of the Receiving Party’s breach of this Agreement;
  - Becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided such source is not prohibited from disclosing such information;
  - Was in the Receiving Party’s possession prior to the Disclosing Party’s disclosure; or
  - Is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
2. Obligations of Receiving Party. The Receiving Party shall:
  - Protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as it uses to protect its own Confidential Information, but in no event less than a commercially reasonable degree of care;
  - Not use the Disclosing Party’s Confidential Information for any purpose other than to exercise rights or perform obligations under this Agreement; and
  - Not disclose the Disclosing Party’s Confidential Information to any person or entity, except to the Receiving Party’s employees, affiliates, officers, directors, shareholders, partners, members, managers, agents, independent contractors, subcontractors, attorneys, accountants, and financial advisors who have a need to know the information for purposes consistent with this Agreement.
3. Compelled Disclosure. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to disclosure (to the extent permitted by law), use commercially reasonable efforts to notify the Disclosing Party, so that the Disclosing Party may seek a protective order or other appropriate remedy at its sole cost and expense.
Force Majeure.
1. Excusable Delay. Launch Consulting shall not be liable or deemed to have breached this Agreement for any failure or delay in fulfilling or performing any obligation when and to the extent such failure or delay is caused by or results from acts or circumstances beyond its reasonable control. Such events ("Force Majeure Events") include, but are not limited to: acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, hostilities (whether or not war is declared), terrorist threats or acts, riot, civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), severe personal illness, restraints or delays affecting carriers, inability or delay in obtaining supplies of adequate or suitable materials, telecommunications breakdown, or power outage.
2. Rights During a Force Majeure Event. If a Force Majeure Event prevents Launch Consulting from performing any of its obligations, Launch Consulting may, at its option:
  - Change, terminate, or cancel the Agreement; or
  - Omit all or any portion of the Services due during the period of the Force Majeure Event without liability.
  If Launch Consulting is unable to meet the full demand for Services due to a Force Majeure Event, it may allocate available Services among its clients in a manner it deems fair and equitable.
3. No Obligation to Substitute. Launch Consulting shall not be obligated to purchase services or materials from alternative sources to fulfill its obligations under this Agreement.
4. No Breach. Any change, cancellation, omission, or proration of Services made by Launch Consulting due to a Force Majeure Event shall not be deemed a breach of this Agreement.
5. Use of Client Brand Features During Force Majeure. To maintain continuity in marketing and communications during a Force Majeure Event, Launch Consulting may continue using the Client’s Brand Features in standard public-facing materials, such as client rosters, pitch decks, and marketing collateral, without needing prior approval, provided such use remains professional, accurate, and consistent with the terms of this Agreement.
Electronic Consent.
1. Agreement to Electronic Signatures and Records. The Client acknowledges that its electronic submissions constitute its agreement and intent to be bound by this Agreement. Pursuant to applicable laws, including without limitation the Electronic Signatures in Global and National Commerce Act (“E-Sign Act”), the Uniform South Carolina Electronic Transactions Act, and similar statutes, the Client agrees to the use of electronic signatures, electronic contracts, electronic applications, and electronic records.
2. Waiver of Non-Electronic Requirements. The Client hereby waives any rights or requirements under any applicable laws that mandate an original (non-electronic) signature, delivery, or retention of non-electronic records, or that require payments or the granting of credits by means other than electronic methods.
3. Access to Agreement. The Client may obtain a copy of this Agreement and these Terms and Conditions of Service at no additional cost by printing them directly or by requesting a copy from Launch Consulting.
4. Retention of Agreement. Client acknowledges that these Terms may be retained and stored electronically by Launch Consulting as proof of agreement acceptance.
Non-Disparagement.
1. Mutual Non-Disparagement. Launch Consulting and the Client each agree that they shall not engage in any conduct or communications, whether public or private, that are intended to disparage, discredit, or malign the other party.
2. Scope of Non-Disparagement. This obligation applies to all forms of communication, including but not limited to verbal remarks, written statements, online postings, and social media content.
Choice of Law.
1. Governing Law. This Agreement, all related displays and documents, and all matters arising out of or relating to this Agreement, whether based in contract, tort, statute, or otherwise, shall be governed by and construed in accordance with the laws of the State of South Carolina, United States of America, including its statutes of limitations.
2. Exclusion of Conflict of Laws Principles
  The application of any conflict of laws principles that would require or permit the laws of any jurisdiction other than those of the State of South Carolina to apply is expressly excluded.
Mediation.
1. Good Faith Efforts. Launch Consulting and the Client agree to attempt to resolve any disputes arising out of or relating to this Agreement through prompt, good faith discussions.
2. Non-Binding Mediation. If the parties are unable to resolve the dispute through discussions, they agree to engage in non-binding mediation before pursuing any other legal remedies.
Arbitration.
1. Binding Arbitration. Any dispute that cannot be resolved through good faith discussions or mediation between Launch Consulting and the Client shall be determined by final and binding arbitration in Beaufort County, South Carolina, before a sole arbitrator.
2. Administration and Procedure. The arbitration shall be administered by JAMS in accordance with its rules and procedures. The arbitrator shall issue a written award specifying the factual and legal bases for the decision. Judgment on the arbitration award may be entered in any court having jurisdiction.
3. Award of Fees and Costs. The substantially prevailing party in any arbitration shall be entitled to recover its attorneys’ fees and other costs from the non-prevailing party.
4. Premature Arbitration Penalty. Notwithstanding anything in this Agreement to the contrary, if either party initiates arbitration before engaging in mediation as required under this Agreement, that party shall be responsible for the other party’s attorneys’ fees and costs associated with the arbitration.
Choice of Forum.
1. Exclusive Jurisdiction. In the event that mediation and arbitration do not fully resolve a dispute, Launch Consulting and the Client irrevocably and unconditionally agree that any legal action, litigation, or proceeding arising out of or relating to this Agreement—including but not limited to claims based on contract, equity, tort, fraud, or statute—shall be brought exclusively in the U.S. District Court for Beaufort County, South Carolina, or, if such court does not have subject matter jurisdiction, in the courts of the State of South Carolina sitting in Beaufort County.
2. Submission to Jurisdiction. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any action, litigation, or proceeding only in these courts.
3. Enforcement of Judgments. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions through suit on the judgment or in any other manner permitted by law.
WAIVER OF JURY TRIAL.
1. ACKNOWLEDGMENT OF COMPLEXITY. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY OR DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT FACTUAL AND LEGAL ISSUES.
2. WAIVER OF JURY TRIAL. ACCORDINGLY, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, LITIGATION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Severability.
1. Effect of Invalidity. 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, nor shall it invalidate or render unenforceable any other term or provision.
2. Good Faith Modification. Upon such a determination, the parties shall negotiate in good faith to modify the Agreement to effect the original intent of the parties as closely as possible, so that the transactions contemplated herein are consummated to the greatest extent possible.
Binding Authority. Any director, officer, employee, representative, or agent of the Client who signs or otherwise enters into this Agreement represents and warrants that he or she is duly authorized to execute and bind the Client to the terms of this Agreement.

04292025

Launch Consulting LLC

Master Services Agreement

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