Master Service Agreement and Terms of Use

1. PRELIMINARY RECITALS, DEFINITIONS, AND ACCEPTANCE

1.1. Preamble

These General Terms and Conditions (hereinafter referred to as the "Agreement" or "Terms") serve as the definitive legal contract between Launzr Private Limited, a private limited company duly incorporated under the provisions of the Companies Act, 2013, having its registered office in Mumbai, Maharashtra (hereinafter referred to as the "Company", "Launzr", "Service Provider", or "Consultant", which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors, affiliates, and permitted assigns) AND the entity, individual, proprietorship, partnership, or corporation availing the services (hereinafter referred to as the "Client", "User", or "Engaging Party").

1.2. Method of Acceptance (Deemed Consent)

The Client unequivocally accepts and agrees to be bound by these Terms upon the occurrence of any of the following events (the "Effective Date"):

• (i) Execution of a digital or physical proposal, invoice, or engagement letter;
• (ii) Remittance of any pecuniary consideration, including but not limited to, advance fees, retainer fees, or token amounts;
• (iii) Transmission of instructions, credentials, or data to Launzr for the commencement of Scope of Work; or
• (iv) Continued use of the Launzr platform or proprietary software (e.g., NexLibrary).

1.3. Interpretation

In this Agreement, unless the context requires otherwise:

• Words importing the singular include the plural and vice versa.
• References to specific statutes include any statutory modification, amendment, or re-enactment thereof.
• The headings are for convenience only and shall not affect the interpretation of this Agreement.

2. NATURE AND SCOPE OF ENGAGEMENT

2.1. Capacity of the Company

It is expressly clarified that Launzr operates solely in the capacity of a Professional Consultant and Technical Facilitator. Launzr is not a law firm, nor is it a substitute for an attorney or judicial authority. The Services provided—ranging from corporate compliance, trademark filing, and business registration to full-stack web development and digital marketing—are advisory and facilitative in nature.

2.2. No Guarantee of Results

While Launzr employs commercially reasonable efforts and industry-standard expertise to achieve the Client's objectives, the Client acknowledges that:

• (a) Regulatory Discretion: The grant of licenses, certificates, incorporations, or trademarks is subject to the absolute discretion of the respective Government Authorities (e.g., Ministry of Corporate Affairs, USPTO, IP India). Launzr acts merely as a liaison and does not warrant a successful outcome.
• (b) Third-Party Dependencies: Approval from third-party platforms (e.g., Google Play Store, App Store, Payment Gateways) is governed by their respective policies, over which Launzr holds no control.

2.3. Independent Contractor Status

The relationship between Launzr and the Client is that of an independent contractor and principal. Nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship.

3. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE CLIENT

The Client hereby warrants and covenants the following:

3.1. Disclosure and Accuracy

The Client shall adhere to a strict duty of candor. The Client agrees to furnish information that is exhaustive, verifiable, accurate, and current. The Client explicitly acknowledges that Launzr shall not conduct an independent forensic audit of the data provided and shall rely upon such data as the "Source of Truth."

3.2. Legal Authority

The Client represents that they possess the requisite legal capacity and corporate authority to enter into this Agreement. If acting on behalf of a corporate entity, the signatory warrants they have the necessary board resolutions or power of attorney to bind said entity.

3.3. Compliance with Laws

The Client agrees not to utilize Launzr's services for any illicit purposes, including money laundering, tax evasion, fraud, or the creation of shell entities. The Client assumes sole liability for the legal implications of the structures or software built by Launzr based on Client specifications.

3.4. Limitation of Claims

Launzr shall be fully indemnified and absolved of liability for any rejection, penalty, or legal action resulting from:

• Suppression of material facts by the Client;
• Submission of forged, doctored, or manipulated documents;
• Failure to respond to queries raised by authorities within the statutory limitation period.

4. CONSIDERATION, BILLING, AND COMMERCIAL TERMS

4.1. Professional Fees as Retainer

All fees quoted by Launzr are for professional time, intellectual capital, and resource allocation. These fees are Outcome-Independent. The obligation to pay arises upon the deployment of resources, not upon the successful completion of a government filing or software launch.

4.2. Advance Payment Mandate

Unless a distinct "Credit Arrangement" is executed in writing by a Director of Launzr:

• Services shall commence strictly upon receipt of the agreed Advance Payment (typically 40% to 100% depending on the service vertical).
• Launzr retains the right of Particular Lien over any work product until the advance is cleared.

4.3. Exclusions and Out-of-Pocket Expenses

Quoted fees are exclusive of:

• (a) Statutory Costs: Government challan fees, stamp duties, notarization costs, and apostille charges.
• (b) Third-Party Vendor Costs: Server hosting fees, domain purchases, premium plugin licenses, or paid advertising budgets (e.g., Google Ads spend).
• (c) Taxes: Goods and Services Tax (GST) or any other applicable cess shall be levied additionally at the prevailing rates.

5. DEFAULT IN PAYMENT, ACCELERATION, AND FORFEITURE

This clause is of the essence of this contract.

5.1. Definition of Payment Default

A "Default" shall be deemed to have occurred if the Client:

• Fails to remit the balance payment within three (3) business days of invoice issuance or milestone completion;
• Engages in "Ghosting" (i.e., failure to respond to three consecutive communication attempts via email/phone over a period of 7 days); or
• Unilaterally attempts to renegotiate fees after the commencement of work.

5.2. Consequences of Default

Upon the occurrence of a Default, Launzr shall be entitled to exercise the following remedies cumulatively:

• (a) Forfeiture of Advance: Any and all advance monies paid shall stand immediately forfeited in favor of Launzr as Liquidated Damages to cover opportunity costs, overheads, and blocked bandwidth.
• (b) Suspension of Services: Launzr shall immediately suspend all operations, including withholding source code, halting filings, and suspending live server instances.
• (c) Interest on Delayed Payments: Statutory interest shall accrue on all overdue amounts at the rate of 2% per month, calculated on a daily basis and compounded monthly, from the due date until the date of actual realization.

5.3. Right of Set-Off and Lien

Launzr reserves the specific right to exercise a General Lien over all Client documents, digital assets, passwords, and source code in its possession until full and final settlement of all dues is effected.

6. IRREVOCABLE NO-REFUND POLICY

6.1. Principle of Non-Refundability

The Client explicitly agrees that:

• Professional Fees are non-refundable and non-transferable under any circumstances once the Scope of Work has commenced (commencement is defined as the allocation of an internal resource to the project).
• This policy applies regardless of whether the project is completed, paused, or abandoned by the Client.

6.2. Third-Party Funds

Funds remitted to Launzr for the specific purpose of paying Government Fees or Third-Party Vendors are non-refundable once disbursed by Launzr. If the fees have not yet been disbursed, Launzr may refund them subject to a 20% administrative processing fee.

7. PROJECT TIMELINES AND FORCE MAJEURE

7.1. Indicative Timelines

All schedules, Gantt charts, or timelines provided by Launzr are estimates based on ideal conditions. Time is NOT of the essence concerning Launzr's performance obligations where such performance is contingent upon external factors.

7.2. Client Latency

Any delay caused by the Client's failure to provide feedback, approvals, or assets within 48 hours of a request shall result in a day-for-day extension of the project deadline, plus a reasonable remobilization period.

7.3. Force Majeure

Launzr shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes, server outages, changes in government regulations, pandemic lockdowns, or failure of third-party APIs.

8. POST-DEPLOYMENT SUPPORT & COMPLIMENTARY MAINTENANCE

8.1. Tenure of Maintenance

Launzr may, at its sole discretion, provide a complimentary support period (hereinafter "Maintenance Period") strictly limited to the duration explicitly specified in the Invoice, Proposal, or Engagement Letter. If no such period is specified in writing, the engagement shall be deemed concluded immediately upon Project Handover.

8.2. Strictly Defined Scope

The Complimentary Maintenance, if applicable, is strictly limited to the following:

• (a) Bug Fixing: Investigation and resolution of technical errors, broken links, or logic failures that deviate from the agreed Scope of Work.
• (b) Minor Content Updates: Limited strictly to two (2) instances per calendar month. "Minor Content Updates" are defined as the replacement of existing text or images on existing pages. It does not include layout restructuring, new page creation, or feature additions.

8.3. Prerequisites for Service (Notice Period)

To avail of maintenance services, the Client must adhere to the following protocol:

• (a) Prior Intimation: The Client must provide a mandatory prior written notice/request of at least 3 to 5 business days before the desired completion date of the update.
• (b) Batching: Updates must be batched; fragmentary emails sent daily will not be entertained and may be rejected.

8.4. Exclusions (Billable Items)

Any request falling outside the scope of Clause 8.2 shall be treated as a Billable Change Request. Exclusions include, but are not limited to:

• New feature development or design overhaul;
• Issues caused by third-party plugins, API updates, or hosting environment changes not managed by Launzr;
• Recovery from Client-induced errors (e.g., if the Client or their team breaks the code).

9. INTELLECTUAL PROPERTY RIGHTS (IPR)

9.1. Pre-Existing IP (Background IP)

Launzr retains all right, title, and interest in its proprietary tools, libraries, code snippets, frameworks (e.g., standard React/Node.js boilerplate), and methodologies used to deliver the Services.

9.2. Deliverables and Transfer of Title

Subject to the condition precedent of full payment of all fees:

• For Custom Software/Design: The ownership of the final source code or design files specifically created for the Client shall be assigned to the Client.
• For Retained Rights: Launzr reserves the right to reuse generic code segments, functions, and design patterns for other clients, provided no Confidential Information of the Client is disclosed.

9.3. Revocation of License

In the event of a payment dispute, any license (express or implied) granted to the Client to use the software, designs, or documents is automatically revoked. Unauthorized use thereafter constitutes willful infringement of the Copyright Act, 1957.

10. CONFIDENTIALITY AND DATA PROTECTION

10.1. Non-Disclosure

Launzr agrees to treat all non-public information furnished by the Client as Confidential Information. Such information shall not be disclosed to third parties without the Client's consent, except to Launzr's employees, consultants, and agents on a "need-to-know" basis.

10.2. Exceptions

Confidentiality obligations shall not apply to information that:

• Is or becomes public domain through no fault of Launzr;
• Is required to be disclosed by a court of competent jurisdiction or a statutory authority.

11. LIMITATION OF LIABILITY

11.1. Liability Cap

Notwithstanding anything to the contrary contained herein, Launzr's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or strictly liability, shall under no circumstances exceed the total Professional Fees actually received by Launzr from the Client for the specific service in dispute.

11.2. Waiver of Consequential Damages

In no event shall Launzr be liable for any indirect, special, incidental, punitive, or consequential damages, including but not limited to loss of profits, loss of business, loss of data, or reputational harm, even if Launzr has been advised of the possibility of such damages.

12. INDEMNIFICATION

The Client agrees to defend, indemnify, and hold harmless Launzr, its directors, officers, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including attorney's fees) arising from:

• (i) The Client's violation of any term of this Agreement;
• (ii) The Client's violation of any third-party right, including copyright, property, or privacy right;
• (iii) Any claim that the content or business model submitted by the Client caused damage to a third party.

13. TERMINATION AND SEVERABILITY

13.1. Termination for Cause

Launzr may terminate this engagement immediately upon written notice if:

• The Client breaches any material term of this Agreement (specifically Clause 5 regarding Payment);
• The Client engages in abusive, threatening, or unprofessional behavior towards Launzr staff;
• The Client becomes insolvent or files for bankruptcy.

13.2. Effect of Termination

Upon termination, all outstanding dues become immediately payable. Clauses regarding Intellectual Property, Confidentiality, Indemnity, and Limitation of Liability shall survive the termination of this Agreement.

14. DISPUTE RESOLUTION

14.1. Amicable Settlement

In the event of any dispute, the parties shall first attempt to resolve the matter amicably through good-faith negotiations within a period of fifteen (15) days.

15. SPECIAL PROVISIONS FOR INTERNATIONAL CLIENTS (CROSS-BORDER ENGAGEMENTS)

15.1. Applicability and Definition

This Clause shall apply exclusively to Clients whose registered office, place of business, or primary residence is situated outside the territorial jurisdiction of the Republic of India (hereinafter referred to as "International Client"). For the purposes of this Agreement, the provision of software, digital marketing, or advisory services to an International Client shall be treated as an "Export of Service" strictly in accordance with Section 2(6) of the Integrated Goods and Services Tax (IGST) Act, 2017, provided all conditions therein are satisfied.

15.2. Currency, Forex, and "Net of Charges" Payments

• (a) Invoicing Currency: Unless otherwise agreed in a specific Engagement Letter, all invoices shall be raised in United States Dollars (USD) or the functional currency agreed upon, pegged to the exchange rate on the date of invoice generation.
• (b) Bank Charges and Intermediary Fees: The International Client acknowledges that Launzr receives payments via SWIFT, Wire Transfer, or authorized Payment Gateways (e.g., PayPal/Stripe). The Client agrees to bear all transactional costs, including but not limited to originating bank charges, intermediary/correspondent bank fees, and currency conversion margins.
• (c) Final Credit Amount: Launzr must receive the full invoice value into its Indian bank account. Any shortfall due to bank charges or exchange rate fluctuations shall remain a debt due from the Client and must be cleared in the subsequent invoice.

15.3. Taxation (GST and Zero-Rated Supply)

• (a) Zero-Rated Supply: Launzr acts as a compliant exporter of services under Indian Law. Subject to the receipt of payment in Convertible Foreign Exchange within the timelines prescribed by FEMA, the services may qualify as "Zero-Rated Supply" (i.e., 0% GST) under the Letter of Undertaking (LUT) mechanism.
• (b) Liability for Tax: In the event the transaction fails to qualify as an Export of Service due to any act or omission by the Client (e.g., payment via a local Indian account or failure to provide FIRC details), the Client shall be liable to pay the applicable Goods and Services Tax (GST) at 18% (or prevailing rates) over and above the agreed professional fees.

15.4. Compliance with Foreign Laws (GDPR/CCPA)

• (a) Client Responsibility: While Launzr endeavors to adhere to global best practices in data security, the Client acknowledges that Launzr's primary compliance obligation is to the Information Technology Act, 2000 (India) and the Digital Personal Data Protection Act, 2023.
• (b) Foreign Regulations: It is the sole responsibility of the International Client to ensure that the software, website, or digital asset developed by Launzr complies with the specific regulations of the Client's domicile (e.g., GDPR in Europe, CCPA in California, or HIPAA in the US). Launzr disclaims all liability for non-compliance with non-Indian statutes unless a specific "Compliance Audit" package is purchased.

15.5. Time Zone and Communication

• (a) Operational Hours: Launzr operates on Indian Standard Time (IST) [GMT +5:30]. While reasonable efforts will be made to accommodate overlap hours for meetings, the Client acknowledges that development and support activities primarily occur during Indian business hours.
• (b) Asynchronous Communication: To mitigate time zone disparities, the parties agree to prioritize asynchronous communication (email, project management tools) over real-time voice calls, except for scheduled weekly reviews.

15.6. Governing Law for International Disputes

Notwithstanding the domicile of the International Client, it is expressly agreed that:

• This Agreement shall be governed exclusively by the laws of India.
• The "Place of Supply" of services is deemed to be Mumbai, India.
• Any dispute involving an International Client shall be subject to the exclusive jurisdiction of the courts in Mumbai, India, and the Client explicitly waives any objection to this venue based on forum non conveniens or sovereign immunity.

16. GOVERNING LAW AND JURISDICTION (DOMESTIC)

16.1. Governing Law

This Agreement shall be governed by, interpreted, and construed in accordance with the substantive Laws of India.

16.2. Exclusive Jurisdiction

The Parties irrevocably agree that the Courts situated in Mumbai, Maharashtra, shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter.

17. ENTIRE AGREEMENT

These Terms, along with any specific Engagement Letter or Invoice, constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings, representations, purchase orders, or warranties, whether written or oral. No modification or amendment to these Terms shall be binding unless in writing and signed by an authorized Director of Launzr Private Limited.