Section 01
Acceptance of Terms
These Terms of Service (the “Terms”) form a binding agreement between LaunchStruc LLC, a Missouri limited liability company (“LaunchStruc”), and the entity or individual that accesses or uses StrucPact (“Customer”). By creating an account, signing an order, or using the service, Customer accepts these Terms. If you accept on behalf of an organization, you represent that you have authority to bind it. If Customer and LaunchStruc have signed a separate master agreement, that agreement controls where it conflicts with these Terms.
Section 02
The Service
StrucPact is a web-based service that analyzes contracts submitted by Customer against a playbook that Customer configures, and generates proposed redlines and structured findings. LaunchStruc may improve, modify or discontinue features, provided that it will not materially reduce the core functionality of a paid subscription during the current term.
Section 03
SaaS License Grant
Subject to these Terms and payment of applicable fees, LaunchStruc grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use StrucPact for Customer's internal business purposes, up to the seats and volumes of the purchased tier.
Customer shall not copy, resell, sublicense or provide the service to third parties as a service bureau; reverse engineer or attempt to extract source code or model parameters; or use the service in violation of the Acceptable Use Policy. LaunchStruc retains all rights not expressly granted.
Section 04
Customer Data and Ownership
As between the parties, Customer owns all contracts, playbooks, clause libraries and other content it submits, and all findings generated for Customer from that content (“Customer Data”). Customer grants LaunchStruc a limited license to host, process and transmit Customer Data solely to provide the service, including transmission to the sub-processors listed on our Security page.
LaunchStruc will not use Customer Data to train, fine-tune or evaluate any artificial intelligence or machine learning model. Personal data is processed under the Data Processing Addendum. LaunchStruc owns the service, its software, schemas, prompts and documentation, and any aggregate operational metrics that do not identify Customer or contain Customer Data.
Section 05
No Legal Advice
LaunchStruc LLC is not a law firm and StrucPact does not provide legal advice. Findings and proposed redlines are generated automatically from the playbook Customer supplies and may be incomplete or wrong. They are an aid to review, not a substitute for the judgment of a qualified attorney.
Customer is solely responsible for reviewing every output before relying on it, for the content of its playbook, and for all decisions to accept, reject, negotiate or sign any contract. No attorney-client relationship is created between Customer and LaunchStruc.
Section 06
Accounts and Security
Customer is responsible for the accuracy of account information, for maintaining the confidentiality of credentials, for assigning roles appropriately, and for all activity under its accounts. Customer must notify LaunchStruc at [email protected] promptly on discovering unauthorized access.
Section 07
Subscription Billing and Renewal
Fees are stated in US dollars on the applicable order or pricing page, exclusive of taxes. Monthly subscriptions are billed in advance each month; annual subscriptions are billed in advance for the year. Invoices are due within 30 days unless the order says otherwise, and late amounts accrue interest at the lesser of 1% per month or the maximum rate permitted by law.
Subscriptions renew automatically for successive periods equal to the initial term unless either party gives notice of non-renewal at least 30 days before the renewal date. LaunchStruc will give 60 days' notice of any fee increase effective on renewal. Fees are non-refundable except as stated in these Terms or required by law. LaunchStruc may suspend access for amounts more than 15 days overdue after written notice.
Section 08
Confidentiality
Each party (the “Recipient”) shall protect the other party's non-public information that is marked confidential or reasonably understood to be confidential (“Confidential Information”), including Customer Data, using at least reasonable care, shall use it only to perform or exercise rights under these Terms, and shall disclose it only to personnel and sub-processors bound by equivalent obligations. Confidential Information excludes information that is public through no fault of Recipient, already known to or independently developed by Recipient, or rightfully received from a third party. Recipient may disclose Confidential Information where compelled by law after giving notice where lawful. These obligations survive for five years after termination, and indefinitely for Customer Data.
Section 09
Warranties and Disclaimers
Each party warrants that it has authority to enter into these Terms. LaunchStruc warrants that it will provide the service in a professional manner consistent with industry standards and with the security measures on our Security page.
EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND LAUNCHSTRUC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. LAUNCHSTRUC DOES NOT WARRANT THAT OUTPUTS WILL BE ACCURATE, COMPLETE OR ERROR-FREE, OR THAT THE SERVICE WILL BE UNINTERRUPTED.
Section 10
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE OR GOODWILL, ARISING OUT OF THESE TERMS, EVEN IF ADVISED OF THEIR POSSIBILITY.
EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF THESE TERMS SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. These limits do not apply to Customer's payment obligations, to a party's indemnification obligations, to breach of confidentiality obligations, to gross negligence, willful misconduct or fraud, or to liability that cannot be limited by law.
Section 11
Indemnification
LaunchStruc will defend Customer against a third-party claim alleging that the service, as provided by LaunchStruc, infringes that third party's intellectual property rights, and will pay damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, from modification of the service by anyone other than LaunchStruc, or from use in breach of these Terms. If a claim is made or likely, LaunchStruc may procure the right to continue use, modify the service, or terminate and refund prepaid fees for the remaining term.
Customer will defend LaunchStruc against a third-party claim arising from Customer Data, or from Customer's use of the service in breach of these Terms or applicable law, and will pay damages and costs finally awarded or agreed in settlement. The indemnified party must give prompt notice, sole control of the defense and reasonable cooperation.
Section 12
Term, Suspension and Termination
These Terms apply from first acceptance until the subscription ends. Either party may terminate for material breach not cured within 30 days of written notice. LaunchStruc may suspend access immediately where necessary to prevent harm to the service or others, or for violation of the Acceptable Use Policy. On termination Customer may export Customer Data for 30 days, after which LaunchStruc will delete it as described in the Data Processing Addendum. Provisions that by their nature should survive, including ownership, confidentiality, disclaimers, limitation of liability and governing law, survive termination.
Section 13
Governing Law and Venue
These Terms are governed by the laws of the State of Missouri, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in or serving St. Charles County, Missouri, and waive any objection to venue there, except that either party may seek injunctive relief to protect its intellectual property or Confidential Information in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Section 14
General
These Terms, with any order, the Acceptable Use Policy and the Data Processing Addendum, are the entire agreement on their subject and supersede prior discussions. Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all assets. A failure to enforce a provision is not a waiver. If a provision is unenforceable, the remainder stays in effect. Neither party is liable for delay caused by events beyond its reasonable control. Notices to LaunchStruc must be sent to the address below with a copy to [email protected]. LaunchStruc may update these Terms by giving 30 days' notice of material changes.
Section 15
Contact Information
LaunchStruc LLC
3324 Rue Royale St, Ste 792
St Charles, MO 63301, USA
Email: [email protected]
Telephone: +1 (573) 271-9007
