Launchpad Terms

This CREWFARE LAUNCHPAD Platform (“LAUNCHPAD Platform”) Software-as-a-Service Agreement (“Agreement”) is entered into between Crewfare, Inc (“Crewfare”) and the entity accessing the LAUNCHPAD Platform (“Client”) (each a “Party” and collectively, the “Parties”) and is effective upon Client’s acceptance of this Agreement (“Effective Date”).

BY CONTINUING TO USE THE CREWFARE LAUNCHPAD PLATFORM, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE CLIENT AND BIND THE CLIENT TO THE TERMS HEREIN.

1.  GRANT OF LICENSE

Crewfare grants Client a non-exclusive, limited, revocable, non-transferable, non-sublicensable license to use the LAUNCHPAD Platform for the Term of this Agreement and pursuant to the terms and conditions herein.

2.  RESERVATION OF RIGHTS

Crewfare reserves all rights not expressly granted to Client in this Agreement. Except for the limited right and license to use the LAUNCHPAD Platform pursuant to the terms and conditions of this Agreement, nothing in this Agreement grants to Client or any third party any intellectual property rights or other right, title, or interest in or to the Crewfare IP (as defined below).

3.  SERVICES

  • 3.1 Subject to the terms and conditions of this Agreement, Crewfare will make available to Client and its Authorized Users (as defined below) the LAUNCHPAD Platform. The LAUNCHPAD Platform will allow Client to review available accommodation offerings, place bids, submit requests for proposals, negotiate, and contract directly with the applicable accommodation provider (each referred to hereinafter as a “Hotel,” and collectively, as “Hotels,” regardless of the actual type of accommodation being provided). Client may choose to use the Master Hotel Agreement template within the LAUNCHPAD Platform to modify for its own purposes or can choose to use an alternate agreement to upload into the LAUNCHPAD Platform. If Client chooses to use the Master Hotel Agreement template, Client acknowledges and agrees that Crewfare is not providing any legal advice, and that Client should consult its own counsel. If Client chooses to execute an agreement through the LAUNCHPAD Platform, Client acknowledges that electronic signature methods may be used and agrees to the use of such methods. Client further acknowledges that if Client subscribes to the basic version of the LAUNCHPAD Platform, Crewfare is the travel agency of record and will receive all Hotel commissions. If Client subscribes to the premium version of the LAUNCHPAD Platform, Client will be able to receive all Hotel commissions and Crewfare’s only involvement will be providing the LAUNCHPAD Platform.
  • 3.2 As part of providing the LAUNCHPAD Platform, Crewfare will be responsible for: (i) hosting, operating, and maintaining the LAUNCHPAD Platform; (ii) making available and implementing upgrades and enhancements; and (iii) providing customary technical support. Crewfare is not responsible or liable for any information provided by Client or by any of the respective Hotels in the LAUNCHPAD Platform, including but not limited to, room rates, room guarantees, and any contractual terms.

4.  RESTRICTIONS

Client and its Authorized Users shall not: (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the LAUNCHPAD Platform by any means whatsoever, or replicate the functionality of the LAUNCHPAD Platform for any purpose; (ii) license or share the LAUNCHPAD Platform with any third party; (iii) use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from the LAUNCHPAD Platform; (iv) remove, circumvent, disable, damage or otherwise interfere with security features of the LAUNCHPAD Platform; (v) link to or mirror any portion of the LAUNCHPAD Platform; (vi) develop or use any applications that may interact with the LAUNCHPAD Platform other than those applications expressly provided by Crewfare within the LAUNCHPAD Platform; (vii) send or distribute any unsolicited or bulk commercial electronic communications or any offensive content; or (viii) unduly burden or interfere with the functionality of the LAUNCHPAD Platform.

5.  INTELLECTUAL PROPERTY

Except as expressly licensed in this Agreement, Crewfare retains all right, title and interest in and to all intellectual property regarding the LAUNCHPAD Platform, including without limitation, all copyrights, trademarks, designs, trade secrets, patent rights, proprietary information, data, software code, algorithms, user interfaces, and technology owned or developed by or for Crewfare and any and all upgrades, enhancements, modifications or derivative works of any of the foregoing, including the results and insights that may be derived from Client’s use of the LAUNCHPAD Platform (collectively, the “Crewfare IP”). Client shall not remove any copyright notices or other proprietary notices from the LAUNCHPAD Platform. Notwithstanding the foregoing, the Crewfare IP excludes any content provided by Client or by any Hotels on or through the LAUNCHPAD Platform.

6.  SUBSCRIPTION FEE

  • 6.1 Client shall pay Crewfare either a per use, monthly, or yearly subscription fee for use of the LAUNCHPAD Platform (each a “Subscription Fee,” collectively, “Subscription Fees”). Depending on the type of subscription Client selects, Client shall be charged the applicable Subscription Fee. Upon Client’s acceptance of this Agreement, Client shall be directed to pay the applicable Subscription Fee. After payment of the first Subscription Fee, Client may continue to use the LAUNCHPAD Platform by selecting the desired length of subscription and paying the applicable Subscription Fee.
  • 6.2 Client acknowledges and agrees that Crewfare has the right to change the amounts it charges for the Subscription Fees at any time and notice of such changes will be posted on the LAUNCHPAD Platform and sent to Client via e-mail to the e-mail address listed in its Account (as defined below).

7.  ACCOUNT

In order to access the LAUNCHPAD Platform during the Term of this Agreement, Client will need to create an account (“Account”). Client shall be prompted to create the Account upon its acceptance of this Agreement and payment of the applicable Subscription Fee. It is Client’s responsibility to maintain accurate information in its Account. Any personal information provided within the Account shall be treated in accordance with Crewfare’s privacy policy, as applicable to its business partners. https://crewfare.com/privacy.

8.  TERM

  • 8.1 The term of this Agreement shall be from the Effective Date through the length of the subscription Client has selected (the “Term”). If Client selects a yearly subscription, Client may terminate this Agreement by providing thirty (30) days’ written notice to Crewfare, which written notice can be provided by e-mail. Any Subscription Fees paid to Crewfare before termination of the Agreement shall be non-refundable, it being understood and agreed that Client had the benefit to use the LAUNCHPAD Platform up to the point of termination.
  • 8.2 Upon termination of this Agreement or at the end of Client’s subscription to the LAUNCHPAD Platform, Crewfare shall deactivate Client’s Account and any usernames and passwords associated with Client’s Account. The grant of license to Client and its Authorized Users to use the LAUNCHPAD Platform shall immediately cease.

9.  ACCESS

  • 9.1 Crewfare shall charge Client per user of the LAUNCHPAD Platform (each user an “Authorized User”, collectively, “Authorized Users”). Once Client makes the Subscription Fee payment, Client will be able to communicate its Authorized User needs to Crewfare within the LAUNCHPAD Platform.
  • 9.2 Client is responsible and liable for all uses of the LAUNCHPAD Platform resulting from its or any of its Authorized Users access to the LAUNCHPAD Platform, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Client is responsible for all acts and omissions of its Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Client will be deemed a breach of this Agreement by Client. Client shall use reasonable efforts to make all Authorized Users aware of the provisions in this Agreement and shall cause Authorized Users to comply with such provisions.
  • 9.3 Client shall take all commercially reasonable steps to prevent the unauthorized use and disclosure of any usernames and passwords or any unauthorized use of its Account. Client shall immediately, upon discovery, notify Crewfare of any unauthorized disclosure or use of any passwords or usernames or any unauthorized access to its Account and take any steps within its control to prevent any further unauthorized disclosure or use.

10.  SUSPENSION OR TERMINATION OF LAUNCHPAD PLATFORM

Crewfare may, at any time, directly or indirectly, limit, suspend, terminate or otherwise deny Client’s or any other person’s access to or use of all or any part of the LAUNCHPAD Platform without incurring any resulting obligation or liability: (i) to prevent or discontinue any unauthorized access to the LAUNCHPAD Platform; (ii) if Crewfare receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Crewfare to do so; or (iii) if Client is or has been involved in any fraudulent, misleading or unlawful activities. This Section does not limit any of Crewfare’s other rights or remedies, whether at law, in equity, or otherwise under this Agreement.

11.  INDEPENDENT CONTRACTOR

Nothing in this Agreement or in the course of business between the Parties shall make either Party a representative, employee, fiduciary or agent of the other, except as expressly set forth in this Agreement. This Agreement does not constitute, and shall not be construed or deemed to be, a joint venture or a fiduciary relationship. In all of their respective performance hereunder, the Parties are acting solely as independent contractors. The Parties shall have no authority to legally bind the other in any way whatsoever including, without limitation, the acceptance of any quote, request for proposal, or agreement arranged and/or signed through the LAUNCHPAD Platform by Client.

12.  REPRESENTATIONS AND WARRANTIES

  • 12.1 Client represents and warrants that: (i) it has the full right, power, and authority to enter into this Agreement; and (ii) this Agreement constitutes the legal, valid and binding obligation of Client enforceable against it in accordance with its terms.
  • 12.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 12.2, AND NOT WITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CREWFARE DOES NOT MAKE, AND CREWFARE EXPRESSLY DISCLAIMS, ANY WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND LIABILITY WITH RESPECT TO ANY DEFECT OR INFRINGEMENT REGARDING THE LAUNCHPAD PLATFORM SHALL BE LIMITED EXCLUSIVELY TO REPLACEMENT OR MODIFICATION THEREOF IN CREWFARE’S SOLE DETERMINATION. EXCEPT AS PROVIDED IN THIS SECTION 12.2, AND NOT WITHSTANDING ANYTHING TO THE CONTRARY HEREIN AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CLIENT ACKNOWLEDGES THAT THE LAUNCHPAD PLATFORM AND ITS CONTENTS ARE MADE AVAILABLE ON AN “AS IS” BASIS AND THAT CREWFARE DOES NOT WARRANT THAT THE LAUNCHPAD PLATFORM MADE AVAILABLE BY IT WILL BE UNINTERRUPTED OR ERROR-FREE. CREWFARE EXRESSLY DISCLAIMS, AND WILL INCUR NO LIABILITY RELATED TO OR FOR: (i) ANY LOSS OF INFORMATION ENTERED BY CLIENT OR ONE OF ITS AUTHORIZED USERS INTO THE LAUNCHPAD PLATFORM; (ii) ANY REQUEST FOR PROPOSAL, QUOTE, OR AGREEMENT THAT CLIENT AGREES TO OR ENTERS INTO WHETHER DIRECTLY THROUGH THE LAUNCHPAD PLATFORM OR AS A RESULT OF USING THE LAUNCHPAD PLATFORM; (iii) CONTENT WHICH IS PROVIDED BY OR ON BEHALF OF CLIENT OR A HOTEL AND PUBLISHED BY CREWFARE ON THE LAUNCHPAD PLATFORM, REGARDLESS OF WHETHER SUCH CONTENT IS LATER DISAPPROVED BY CLIENT OR A HOTEL; (iv) THE ACCURACY OF ANY FINANCIAL OR INVENTORY PROJECTIONS; OR (v) ANY CONDUCT OF A HOTEL.
  • 12.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, AND EXCEPT FOR CLIENT’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, ANY OF ITS CLIENTS, CUSTOMERS, OR ANY OTHER PERSONS FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSSES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR DATA OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • 12.4 IN NO EVENT WILL CREWFARE’S LIABILITY TO CLIENT FOR ANY AND ALL ACTIONS, CAUSES OF ACTION, AND/OR DAMAGES (COLLECTIVELY, “CLAIM”) RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, EXCEED IN THE AGGREGATE, THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY CLIENT FOR THE SIX (6) MONTHS DIRECTLY PRECEDING WHEN THE CLAIM ACCRUED.

13.  INDEMNIFICATION

Client agrees to indemnify, defend and hold harmless Crewfare and its owners, managers, members, partners, officers, directors, employees, agents, parents, subsidiaries, affiliates, representatives, consultants, successors and assigns (collectively, the “Crewfare Indemnified Parties”) from and against any and all suits, demands, claims, causes of action, losses, damages, costs, judgments, liabilities, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to: (i) Client’s or any of Client’s Authorized Users’ gross negligence or willful misconduct; (ii) breach of this Agreement by Client or any of its Authorized Users; (iii) violation of any law or infringement of any party’s rights by Client or any of its Authorized Users related to its or their use of the LAUNCHPAD Platform (iv) any claims by a Hotel against Client and/or Crewfare regarding or resulting from Client’s or any of its Authorized Users’ use of the LAUNCHPAD Platform; or (v) any claims by a third party against Client and/or Crewfare regarding or resulting from Client’s or any of its Authorized Users’ use of the LAUNCHPAD Platform.

14.  MISCELLANEOUS

  • 14.1 Entire Agreement. This Agreement constitutes the entire understanding between the Parties, and all prior written or oral arrangements are superseded.
  • 14.2 Modifications. Crewfare may amend this Agreement by providing written notice to Client via e-mail to Client’s e-mail address of record in its Account. If Client does not agree with any amended terms, Client may terminate this Agreement.
  • 14.3 Governing Law. This Agreement shall be construed, interpreted, and enforced in accordance with the laws of the State of Florida without giving effect to conflict of laws principles. The Parties to this Agreement hereby irrevocably consent and submit to the exclusive jurisdiction of the courts of Broward County, State of Florida or the United States Federal Court in the Southern District of Florida, in any action or proceeding of any type whatsoever arising out of or relating to this Agreement.
  • 14.4 Arbitration. Except with respect to equitable remedies such as injunctions, disputes related to the ownership and protection of the Crewfare IP, or disputes involving a third party, such as under Client’s indemnification obligations, the Parties agree that any dispute, controversy, or claim arising hereunder or relating in any way to this Agreement shall be settled by binding arbitration in Broward, Florida, in accordance with the commercial arbitration rules of Judicial Arbitration and Mediation Services (“JAMS”), with judgment upon the award rendered by the arbitrator to be entered in a court of competent jurisdiction. filing a claim or counterclaim in the arbitration proceeding shall pay the deposit(s) determined by JAMS with respect to such claim or counterclaim. All other costs associated with the arbitration and imposed by JAMS shall be paid as determined by the arbitrator(s) and, in absence of such determination, equally by each Party to the arbitration. In addition, unless the arbitrator awards payment of reasonable attorney and other fees to a Party, each Party to the arbitration shall be responsible for its own attorneys’ fees and other professional fees incurred in connection with the arbitration. Determinations of the arbitrator will be final and binding upon the Parties to the arbitration, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The arbitrator shall apply the substantive law of the State of Florida, without giving effect to its conflict of laws rules.
    • 14.4.1 THE ARBITRATOR SHALL NOT BE AUTHORIZED TO AWARD INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES ARISING OUT OF ANY BREACH OF THIS AGREEMENT OR THE OBLIGATIONS OF A PARTY UNDER THIS AGREEMENT.
    • 14.4.2 EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER IN CONTRACT, STATUTE, EQUITY, TORT (SUCH AS NEGLIGENCE), OR OTHERWISE RELATING TO THIS AGREEMENT.
  • 14.5 Force Majeure. Crewfare shall not be responsible or liable for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of god; epidemic; pandemic; government restrictions (including the denial or cancellation of any export or other license); natural disaster; or other event outside the reasonable control of Crewfare (each a “Force Majeure Event”).
  • 14.6 Waiver. No delay or failure by either Party in exercising or enforcing any of its rights or remedies hereunder, in whole or in part, and no course of dealing or performance with respect thereto, shall constitute a waiver thereof in any other instance.
  • 14.7 Severability. If any clause or provision of this Agreement is illegal or unenforceable under present or future laws, then such clause or provision shall be deemed separable and shall not affect the validity of any other provision.
  • 14.8 Notices. Any notices shall be in writing and shall be sent postage prepaid to a Party at its address set forth above, either by certified mail, return receipt requested or by trackable overnight courier or delivery service or by e-mail with a delivery confirmation and shall be deemed to have been given when received. Either Party may change its address for receiving notices by providing written notice to the other Party.

If to Crewfare:

Crewfare, Inc
2678 Edgewater Court
Weston, Florida 33332
Attn: Jason Van Esso
jason@crewfare.com

Any notices to Client shall be sent to the address or e-mail address set forth in Client’s Account.

  • 14.9 Assignment. This Agreement shall be binding on and inure to the benefit of the Parties hereto. This Agreement is personal to Client and may not be assigned by Client.