Accepting the Terms & Conditions

This Agreement is a contract between you and Z Launchpad (Betaworks Technologies Pvt Ltd CIN: U72200KA2013PTC072121). You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our website www.zlaunchpad.com and related software and services, i.e., our Platform.

YOU UNDERSTAND THAT BY USING THE Z LAUNCHPAD PLATFORM, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT USE THE PLATFORM.

1. The Platform

1.1. Z Launchpad connects Project Owners and Experts using the Platform, which enables them to buy and sell Services online. If a Project Owner accepts an Expert’s project application, a Service Contract is formed directly between the Project Owner and Expert.

1.2. Z Launchpad collects payment from the Project Owner on behalf of the Expert. Z Launchpad charges Project Owners for use of the Platform. The fee is equal to 25% of Project Owners’ annual payments, unless Z Launchpad advises the Project Owner and Expert in advance as to a different fee.

2. Getting started

2.1. The Platform is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law

2.2. We expect a high level of courtesy, respect, and professionalism from all Project Owners and Experts toward each other. Project Owners and Experts agree to use good judgment when posting information, comments, or other content regarding other Project Owners and Experts, Z Launchpad or any third party anywhere within the Platform. All Project Owners and Experts are expected to comply with all laws applicable to them or to their activities. Our policies may be modified from time to time at our discretion, and the currently effective policies will be deemed to be part of this Agreement.

2.3. You will not access the Platform by any means other than the interface provided, and you will not use information from the Platform for any purpose other than the purpose for which it was made available. You will not engage in any activity that interferes with or disrupts the functioning of the Platform. You will not upload or attach an invalid or malicious or unknown file.

2.4. Z Launchpad is not legally responsible for any remarks, information or other content posted or made available on the Platform by any Project Owner or Expert or third party, even if such information or content is defamatory or otherwise legally actionable. We are not legally responsible for any negative outcome of the relationship between Project Owners and Experts.

2.5. All identity information associated with a Project Owner and Expert account must be real and verifiable. Each Project Owner and Expert account must be used by only one person, and each person is allowed to use only one Project Owner and Expert account. We reserve the right to validate Project Owner and Expert information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm the Project Owner and Expert’s identity.

2.6. The Project Owner and Expert are solely responsible to maintain the secrecy and security of their account password. You must notify our support team immediately if you suspect that your password has been lost or stolen.

3. Working with Z Launchpad

3.1. All projects posted to Z Launchpad must be in English. Project postings must be of a professional nature and include the Services requested, and must be free of offensive language or advertisements for other products or services. Project postings may not request any service that is illegal or violates intellectual property rights, copyrights or the terms of service of another service, product or website.

3.2. All information provided in a project application must be true, accurate, and complete. By applying to a project, the Project Owner or Expert is attesting that they have the skills and ability to perform the requested Services by the deadline stated in the project posting.

3.3. Project Owners agree to respond promptly to communications with and requests for information from the Expert. Experts agree to respond to all Project Owner communications and requests for information within 24 business hours.

3.4. The Project Owner is responsible for providing all tools and resources necessary to complete the Service Contract, unless explicitly stated in advance by the Project Owner. If the Expert will be unable to meet this requirement due to an absence, they are expected to notify the Project Owner at least one (1) week in advance.

3.5. After the completion of a Service Contract, the Expert can provide timely, honest and objective feedback on the Project Owner, and vice versa.

4. Billing and Payments

4.1. Projects are based on a price fixed by the Project Owner and Expert. Payments are done on a monthly basis. The payment can be modified and extended as long as both the Project Owner and Expert agree.

4.2. Each Expert must properly credit its Project Owner for all payments Z Launchpad receives from the Project Owner. Each User understands and agrees that our payment account is a custodial account used to facilitate disbursement of the Project Owner’s payment to the Expert.

4.3. In the event that a Project Owner and Expert cannot agree upon whether a project has been completed, and one of such parties informs us that there is a dispute in that regard, then we will determine if the project has been substantially completed and release the funds we hold to either the Project Owner and/or Expert, as we deem appropriate. Project Owner and Expert irrevocably authorize Z Launchpad to determine whether the project has been completed, and to disburse the amounts it is holding on behalf of Expert and Project Owner as it so determines to the party that it so determines.

4.4. We take an extra payment of one (1) month’s amount at the beginning of the project. If the Project Owner fails to pay for a month, the project is put on hold until further notice.

4.5. We reserve the right to place a hold on funds for a Project Owner’s payments to clear or if we suspect that the amount may be subject to charge back or if fraud is suspected. We will release a hold when we deem appropriate.

4.6. Z Launchpad has the right, but not the obligation, to suspend or cancel your access to the Platform if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. We may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to our Platform to you if:

i. you breach any terms and conditions of this Agreement or other written policies and procedures posted on the website;

ii. we are unable to verify or authenticate any information you provide to us; or

iii. we believe that your actions may cause legal liability for you, our Project Owners and Experts or for Z Launchpad.

Once suspended or terminated, you MAY NOT continue to use the Z Launchpad Platform under a different account or reregister under a new account.

In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. All intellectual property provided by Project Owners for the purposes of completing projects will be returned by Experts immediately upon termination.

5. Terms for Service Contract

Project Owners and Experts agree that all projects and Service Contracts between any Project Owner and Expert shall:

i. include the terms and conditions provided below;

ii. name Z Launchpad as an express third party beneficiary under the Service Project (but not as a party to that agreement); and

iii. make no representations or warranties or enter into any projects on behalf of Z Launchpad.

Project Owners and Experts may agree to additional terms in their Service Contract materially different than the Standard Terms; however, nothing in such Service Contract will in any way limit or modify Z Launchpad’s rights.

5.1. Experts shall perform services in a professional and manner.

5.2. Project Owners shall pay Experts the agreed-upon fees for delivery and acceptance of the work in the Service Contract. All amounts paid by a Project Owner shall be paid to Z Launchpad.

5.3. If a Project Owner wishes to relieve a Expert of their services and obligations towards them, a one-month notice period is put in effect.

5.4. Project Owners grant Experts a limited, non-exclusive, revocable (at any time, at Project Owner’s sole discretion) right to use the Project Owner Owned Items as necessary for the performance of the services.

5.5. Upon completion or termination of the Service Contract, or upon written request by the Project Owner, Experts shall immediately return all Project Owner Owned Items to the Project Owner and further purge all copies of Project Owner Owned Items.

5.6. Any copyrightable works prepared by Expert for a Project Owner shall be owned by the Expert until payment has been made by the Project Owner and accepted by the Expert. If the Project Owner pays an amount less than the amount agreed to in the Service Contract, the Expert may refund the amount paid within one (1) week of the payment date and retain ownership of the Work.

5.7. Expert shall ensure that no Work created or delivered by Expert includes any pre-existing software, technology, Proprietary Rights or other intellectual property.

5.8. Project Owner and Expert shall create and maintain records to record their satisfaction of its obligations under this Agreement and any Service Contract, and provide copies of such records to Z Launchpad upon request.

6. Acknowledgements by Project Owners and Experts of Z Launchpad’s role

6.1. Project Owners and Experts expressly acknowledge, agree and understand that:

i. the Z Launchpad Platform is merely a venue where Project Owners and Experts work together;

ii. Z Launchpad is not a part of any Service Contracts between Project Owners and Experts;

iii. Z Launchpad shall not have any liability or obligations under or related to Service Contracts or any acts or omissions by Project Owners and Experts;

iv.Z Launchpad has no control over Experts or over the Work promised or rendered by Experts.

6.2. All our fees are non-refundable, whether or not Service Contracts were satisfactorily completed.

7. Fees and Payments

7.1. Z Launchpad shall have no responsibility for determining the necessity of or for issuing any formal invoices. Neither is it responsible for determining, remitting, or withholding any taxes applicable to Expert fees. Experts are solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Experts fees and for issuing any invoices so required.

7.2. Experts are also responsible for determining whether Experts or Z Launchpad is required by applicable law to remit to the appropriate authorities any value-added tax or any other taxes or similar charges applicable to the Expert fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Z Launchpad, as appropriate.

7.3. In the event of an audit of Z Launchpad, Expert agrees to promptly cooperate with Z Launchpad and provide copies of Expert’s tax returns, and other documents as may be reasonably requested for purposes of such audit.

7.4. The Project Owner is billed on a monthly basis.

7.5. Project Owner hereby authorizes Z Launchpad to run credit card authorizations on all credit cards provided by the Project Owner, to store credit card details as Project Owner’s method of payment for Work, and to charge the Project Owner’s credit card (or any other form of payment authorized by Z Launchpad or mutually agreed to between the Project Owner and Z Launchpad).

8. Confidential Information

8.1. If a Project Owner or Expert provides Confidential Information to the other and/or to Z Launchpad, the recipient shall protect the secrecy of the Confidential. The recipient shall not disclose Confidential Information to anyone except, in the case of Z Launchpad, to any Project Owner or Expert engaged in a project; and use the Confidential Information, except as necessary for the performance of Work for the relevant project.

8.2. If and when Confidential Information is no longer needed for the performance of Work for the relevant project, or at the Project Owner’s or Expert’s written request (which may be made at any time at Project Owner’s or Expert’s sole discretion), the Project Owner or Expert (as the case may be) shall promptly destroy or return all Confidential Information and any copies.

9. Warranty Disclaimer

NOTWITHSTANDING ANYTHING ELSE STATED ON THE Z LAUNCHPAD PLATFORM (INCLUDING WITHOUT LIMITATION ON THE SITE) OR BY ANY OF Z LAUNCHPAD’S REPRESENTATIVES, Z LAUNCHPAD MAKES NO GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, SAFETY, ACCURACY OR COMPLETENESS OF THE SERVICES, WORK PRODUCT, Z LAUNCHPAD PLATFORM, QUALITY OR CAPACITY OF THE PROJECT OWNER OR EXPERT, OR ANY ITEMS OR ACTIVITIES RELATING TO THIS AGREEMENT. Z LAUNCHPAD DOES NOT REPRESENT OR WARRANT THAT

i. THE USE OF THE Z LAUNCHPAD PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA,

ii.THE DISCLAIMED ITEMS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

10. Indemnification

10.1. Each Project Owner and Expert shall indemnify, defend, and hold harmless Z Launchpad and its subsidiaries and affiliates from any and all claims, damages, liabilities, costs, and expenses arising from or relating to any claim, judgment, or adjudication that any Work, Services or action or omission by such Project Owner or Expert infringes Proprietary Rights or other rights of any third party.

10.2. Each Project Owner shall indemnify, defend, and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to:

i.such Project Owner’s use of Services, including without limitation claims by or on behalf of any Expert for Worker’s Compensation or unemployment benefits;

ii.any Service Contract entered into between such Project Owner and a Expert; or

iii.any breach of their obligations set forth herein.

10.3. Each Expert shall indemnify, defend, and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to:

i.such Expert’s provision of Services,

ii.any Service Contract entered into between such Expert and a Project Owner; or (iii) any breach of their obligations set forth herein.

10.4. Any indemnity in favor of Z Launchpad, and any release of Z Launchpad, shall also be construed as being an indemnity or release, as the case may be, of the Indemnified Parties.

10.5. This Agreement and any action, dispute, controversy or claim related thereto will be governed by the laws of the country.

10.6. You acknowledge that Z Launchpad does not provide any legal advice, and that you understand the nature and the consequences of this Agreement and the project agreement.

11. Term and Termination

11.1. The term of this Agreement commences on the date of acceptance of the Agreement and continues in effect until terminated.

11.2. Either party may terminate this Agreement at any time, with or without cause, effective with a month upon written notice to the other party (or by terminating or suspending User’s account), provided, that any such termination for convenience shall not affect the validity of any Service Contracts that have been executed prior to termination and this Agreement shall continue to apply with respect to such Service Contracts.

11.3. Termination shall not relieve Project Owner of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination. Fees and expenses, together with applicable taxes, shall be invoiced to the Project Owner, and charged to the Project Owner’s credit card or other form of payment.

12. All the Rest

12.1. This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.

12.2. Project Owners and Experts may enter into any supplemental or other written agreement that they deem appropriate. The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand Z Launchpad’s obligations or restrict Z Launchpad’s rights under this Agreement.

12.3. Project Owners and Experts shall not violate any laws or third party rights on or related to the Platform.

12.4. You consent to the use of:

i.electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and

ii.electronic records to store information related to this Agreement or your use of the Z Launchpad Platform.

Notices hereunder shall be invalid unless made in writing and given:

i.by Z Launchpad via email (in each case to the address that you provide),

ii.a posting on the Z Launchpad Site or

iii.by you via email to any addresses as Z Launchpad may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

12.5. No modification or amendment to this Agreement shall be binding upon Z Launchpad unless in a written instrument signed by a duly authorized representative of Z Launchpad.

12.6. Z Launchpad may freely assign this Agreement without consent of User.

12.7. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective.