Terms of Service

Vertolaunch LLC  •  Effective Date: April 21, 2026  •  Last Updated: April 21, 2026

IMPORTANT — PLEASE READ CAREFULLY. These Terms of Service contain a binding arbitration clause and class action waiver in Section 13. By engaging Vertolaunch LLC for services, you agree to resolve disputes through individual arbitration rather than court proceedings or class actions.

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between Vertolaunch LLC, a Wyoming limited liability company ("Company," "we," "us," or "our"), and you or the entity you represent ("Client," "you," or "your").

You accept these Terms by: (a) signing any Proposal, Statement of Work, or Service Agreement that references these Terms; (b) making payment of any deposit or invoice; (c) directing us to commence work; or (d) otherwise manifesting assent to these Terms in writing. If you are accepting on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree to these Terms, do not engage our services.

These Terms apply to all engagements between the Company and the Client unless expressly superseded by a separately negotiated and executed Master Services Agreement signed by both parties.

2. Company Information

Vertolaunch LLC is a limited liability company incorporated in the State of Wyoming, USA. We provide eLearning consulting, learning management system (LMS) implementation, instructional design, SCORM and xAPI content development, AI-enhanced learning content, white-label eLearning solutions, and related professional services to businesses globally.

Registered Agent Address:
Vertolaunch LLC
30 N Gould St Ste N, Sheridan, Wyoming 82801
Contact: contact@vertolaunch.com

3. Services and Scope of Work

Vertolaunch LLC offers the following categories of professional services:

LMS Implementation: Full-cycle setup, configuration, and deployment of learning management systems including but not limited to LearnWorlds, TalentLMS, Docebo, Moodle, and other platforms. Services include platform configuration, user role setup, branding, and integration with third-party tools.

Instructional Design: Design and development of course structures, learning objectives, curriculum frameworks, storyboards, and assessment strategies for eLearning programs.

SCORM & xAPI Development: Creation of interactive eLearning modules, SCORM-compliant packages, and xAPI-enabled learning experiences compatible with industry-standard LMS platforms.

AI-Enhanced Learning Content: Development of learning content utilizing artificial intelligence tools for content generation, personalization, and learner engagement, including voice-over production and adaptive learning pathways.

White-Label eLearning Solutions: Turnkey eLearning development and LMS implementation delivered under the Client's brand for resale or internal deployment.

Revenue Share Partnerships: Referral and reseller arrangements where Vertolaunch LLC provides eLearning services and earns a percentage of the deal value upon successful engagement close.

The specific deliverables, timelines, milestones, and fees for each engagement are defined in a written Proposal, Statement of Work ("SOW"), or Service Agreement (collectively, "Project Documents") executed by both parties. Vertolaunch LLC is not obligated to commence work until a Project Document is signed and any required deposit is received.

4. Proposals, Statements of Work, and Order of Precedence

All engagements are governed by a written Project Document that specifies scope, deliverables, timeline, and fees. These Terms are incorporated by reference into every Project Document. In the event of a conflict between a Project Document and these Terms, the Project Document shall take precedence solely for the specific subject matter of that conflict; in all other respects these Terms govern.

Scope Changes and Change Orders: Any request by the Client to add, modify, or expand the scope of services beyond what is defined in an executed Project Document constitutes a "Change Request." Change Requests are not binding on Vertolaunch LLC until documented in a written Change Order signed by both parties specifying the additional fees, timeline adjustments, and revised deliverables. Vertolaunch LLC reserves the right to decline any Change Request or to condition acceptance on an adjustment to the project timeline and/or fees. Verbal approvals of scope changes are not binding on Vertolaunch LLC. The Company is under no obligation to perform work outside the agreed scope without an executed Change Order.

5. Client Cooperation and Responsibilities

The Client acknowledges that the successful delivery of services depends on the Client's active and timely cooperation. The Client agrees to:

(a) Designate a single point of contact with authority to provide approvals and make decisions on the Client's behalf within two (2) business days of request; (b) Provide all required content, materials, brand assets, access credentials, and feedback within the timeframes specified in the Project Document; (c) Review and provide written feedback on all deliverables within five (5) business days of delivery, unless otherwise specified; (d) Make timely payment of all invoices as set forth herein; and (e) Notify Vertolaunch LLC promptly of any changes in Client personnel, third-party platforms, or project requirements that may affect the engagement.

Client Delay: If the Client fails to provide required materials, approvals, or feedback within the agreed timeframes, Vertolaunch LLC may, at its discretion: (i) pause work on the affected engagement without liability; (ii) adjust the project timeline by a number of days equal to the Client delay; (iii) invoice for work completed to date; or (iv) if the delay exceeds thirty (30) calendar days, treat the engagement as cancelled by the Client pursuant to Section 7. Client delays do not reduce or eliminate any payment obligations.

6. Payment Terms

Invoicing: Invoices are issued in accordance with the payment schedule specified in the applicable Project Document. Unless otherwise stated, invoices are due within fifteen (7) days of the invoice date ("Net 7").

Deposits: Project-based engagements require a non-refundable deposit prior to commencement of work. The specific deposit amount is stated in each Proposal. The deposit is earned by Vertolaunch LLC upon receipt and is not held in trust.

Accepted Payment Methods: Vertolaunch LLC accepts payment via Visa, Mastercard, American Express, ACH bank transfer, and wire transfer. Payments are processed securely through payment processors specified in the Project Document.

Late Payments: Invoices not paid within the due date are subject to a late fee of one and one-half percent (1.5%) per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower. Vertolaunch LLC reserves the right to: (a) suspend or pause work on any engagement with an overdue invoice after five (5) days written notice; (b) apply all payments received first to outstanding late fees, then to the oldest outstanding invoice. Suspension of work due to non-payment does not extend Vertolaunch LLC's delivery obligations until payment is received and work resumes.

Taxes: All fees are exclusive of applicable sales tax, use tax, VAT, or similar taxes. The Client is responsible for all taxes imposed on the services, except for taxes based on Vertolaunch LLC's net income. If Vertolaunch LLC is required by law to collect taxes from the Client, such taxes will be added to the invoice.

Currency: All fees are quoted and invoiced in United States Dollars (USD) unless otherwise specified in the Project Document.

Disputed Invoices: If the Client disputes any portion of an invoice, the Client must provide written notice of the dispute to Vertolaunch LLC within seven (7) days of the invoice date, identifying the disputed amount and the basis for the dispute. Undisputed portions of any invoice remain due and payable by the original due date. Failure to dispute an invoice within seven (7) days constitutes acceptance of the invoice in full.

7. Cancellation, Suspension, and Termination

Please refer to our Refund and Cancellation Policy for full refund terms. The following governs termination rights:

Termination by Client: The Client may terminate a project-based engagement at any time by providing written notice to Vertolaunch LLC. Upon termination, the Client is obligated to pay for all work completed to date and all non-cancellable third-party costs committed by Vertolaunch LLC on the Client's behalf. All deposits are non-refundable. See the Refund and Cancellation Policy for the 48-hour post-kickoff exception.

Termination by Vertolaunch LLC for Cause: Vertolaunch LLC may terminate any engagement immediately upon written notice if the Client: (a) fails to pay any undisputed invoice within fifteen (15) days after the due date; (b) materially breaches these Terms or the applicable Project Document and fails to cure such breach within ten (10) business days of written notice; (c) becomes insolvent, makes an assignment for the benefit of creditors, or files or has filed against it a petition in bankruptcy; or (d) engages in conduct that is unlawful, fraudulent, or harmful to Vertolaunch LLC's reputation or business. Upon termination for cause, all outstanding fees for work completed become immediately due and payable.

Termination for Convenience by Vertolaunch LLC: Vertolaunch LLC may terminate any engagement for convenience upon thirty (30) days written notice to the Client. In that event, Vertolaunch LLC will deliver all work completed to date and refund any prepaid fees attributable to unperformed services.

Retainer Agreements: Monthly retainer agreements may be cancelled by either party with thirty (30) days written notice. The retainer remains active and billable during the notice period.

Effect of Termination: Upon termination for any reason: (i) all outstanding invoices become immediately due; (ii) Vertolaunch LLC will deliver all completed deliverables upon receipt of full payment; (iii) each party shall promptly return or destroy the other party's confidential information; and (iv) sections of these Terms that by their nature should survive termination shall survive, including without limitation Sections 8, 9, 10, 11, 12, 13, 14, and 16.

8. Intellectual Property

Pre-existing IP: Each party retains all right, title, and interest in its pre-existing intellectual property. Vertolaunch LLC retains ownership of all pre-existing tools, frameworks, templates, processes, methodologies, libraries, know-how, and proprietary software used in delivering services ("Background IP"). Nothing in these Terms grants the Client any ownership or license in Vertolaunch LLC's Background IP beyond the limited right to use it as embedded in the final deliverables.

Assignment of Deliverables: Contingent upon Vertolaunch LLC's receipt of all fees owed under the applicable Project Document in full, Vertolaunch LLC hereby assigns to the Client all right, title, and interest in the final deliverables specifically created for the Client under that Project Document ("Work Product"), including all copyrights therein. For the avoidance of doubt, "Work Product" does not include Background IP, off-the-shelf software, third-party assets, or general eLearning methodologies. This assignment is effective automatically upon full payment and requires no further act by either party.

License Prior to Full Payment: Prior to receipt of full payment, Vertolaunch LLC grants the Client a limited, non-exclusive, non-transferable, revocable license to review and evaluate deliverables solely for approval purposes. No other use is permitted until all fees are paid in full.

Third-Party Assets: Where deliverables incorporate third-party licensed assets (stock images, fonts, audio, software components, etc.), Vertolaunch LLC will identify such assets in writing at the time of delivery. The Client is responsible for obtaining and maintaining appropriate licenses for continued use of such assets after project delivery. Vertolaunch LLC makes no representation that licenses in effect during the project will remain available or affordable after delivery.

Client Content License: The Client grants Vertolaunch LLC a limited, non-exclusive, royalty-free license to use, reproduce, and modify any content, materials, trademarks, or data provided by the Client solely for the purpose of performing services under these Terms. This license terminates upon completion or termination of the engagement.

Portfolio Rights: Vertolaunch LLC reserves the right to reference the Client engagement in general terms (by industry category, project type, or anonymized outcome) in its marketing materials, case studies, website, and portfolio. Vertolaunch LLC will not identify the Client by name without prior written consent. The Client may withdraw this permission at any time by written notice, which will apply prospectively only.

AI-Generated Content: Where services involve AI-generated content, the Client acknowledges that the copyright status of AI-generated works is an evolving area of law. Vertolaunch LLC makes no representation or warranty regarding the copyrightability or protectability of AI-generated content. The Client assumes all risk associated with use of AI-generated deliverables.

9. Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with an engagement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: business plans, financial information, client lists, pricing, technical specifications, project details, proprietary methodologies, and trade secrets.

Exclusions: Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the Receiving Party; (b) was rightfully known to the Receiving Party before disclosure without restriction; (c) is received from a third party without restriction and without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Obligations: The Receiving Party agrees to: (i) hold all Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but in no event less than reasonable care); (ii) not disclose Confidential Information to any third party without prior written consent of the Disclosing Party; and (iii) use Confidential Information solely for the purpose of performing or receiving services under these Terms.

Required Disclosure: If the Receiving Party is required by law, court order, or governmental authority to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party (to the extent permitted by law) and cooperate in seeking a protective order or other appropriate relief before making disclosure.

Survival: Confidentiality obligations survive termination of any engagement for a period of three (3) years. Obligations with respect to trade secrets survive indefinitely.

10. Representations and Warranties; Disclaimer

Vertolaunch LLC Warranty: Vertolaunch LLC represents that: (a) it has the full right and authority to enter into these Terms and perform the services; (b) the services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards; and (c) to the best of its knowledge, the Work Product delivered will not infringe any United States copyright or trademark of any third party, except to the extent such infringement arises from materials provided by the Client.

Client Warranty: The Client represents and warrants that: (a) it has full legal authority to enter into these Terms and, if acting on behalf of an entity, to bind that entity; (b) any materials, content, data, or instructions provided to Vertolaunch LLC do not infringe, misappropriate, or violate any third-party intellectual property right, privacy right, or applicable law; and (c) Client's use of the deliverables will comply with all applicable laws and regulations.

DISCLAIMER OF WARRANTIES: THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT AS EXPRESSLY STATED IN SECTION 10(A) ABOVE, VERTOLAUNCH LLC MAKES NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. VERTOLAUNCH LLC DOES NOT WARRANT THAT THE SERVICES WILL MEET THE CLIENT'S REQUIREMENTS, THAT RESULTS WILL BE ACCURATE OR RELIABLE, OR THAT DELIVERABLES WILL BE ERROR-FREE OR FREE OF SECURITY VULNERABILITIES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VERTOLAUNCH LLC OR ITS PERSONNEL SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

11. Limitation of Liability

CAP ON LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VERTOLAUNCH LLC'S TOTAL CUMULATIVE LIABILITY TO THE CLIENT FOR ANY AND ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS OR ANY ENGAGEMENT — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, OR OTHERWISE — SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO VERTOLAUNCH LLC IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

EXCLUSION OF CONSEQUENTIAL DAMAGES: IN NO EVENT SHALL VERTOLAUNCH LLC, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF VERTOLAUNCH LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

ESSENTIAL BASIS: THE PARTIES ACKNOWLEDGE THAT THE LIABILITY LIMITATIONS IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. VERTOLAUNCH LLC WOULD NOT HAVE ENTERED INTO THESE TERMS WITHOUT THESE LIMITATIONS.

State Law Exceptions: Some states do not allow the exclusion or limitation of certain warranties or liability for incidental or consequential damages. To the extent such limitations are prohibited by applicable state law, such limitations shall apply only to the minimum extent necessary to comply with applicable law.

12. Indemnification

Client Indemnification of Vertolaunch LLC: The Client agrees to defend, indemnify, and hold harmless Vertolaunch LLC and its members, managers, officers, employees, contractors, and agents (collectively, "Vertolaunch Parties") from and against any and all third-party claims, actions, suits, proceedings, liabilities, damages, losses, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Client's breach of any representation, warranty, or obligation under these Terms or any Project Document; (b) the Client's use of deliverables in a manner not authorized or contemplated by these Terms; (c) any content, materials, data, or instructions provided by the Client that infringe, misappropriate, or violate any third-party intellectual property right, privacy right, or applicable law; (d) the Client's products or services in which deliverables are incorporated; or (e) the Client's violation of any applicable law or regulation.

Vertolaunch LLC Indemnification of Client: Vertolaunch LLC agrees to defend, indemnify, and hold harmless the Client from and against any third-party claims that the Work Product, as delivered by Vertolaunch LLC and used in accordance with these Terms, infringes any United States copyright or trademark, provided that the Client: (i) promptly notifies Vertolaunch LLC of the claim; (ii) grants Vertolaunch LLC sole control over the defense and settlement of the claim; and (iii) cooperates fully with Vertolaunch LLC in the defense. This obligation does not apply to infringement arising from Client-provided content, modifications made by the Client, or use of deliverables in combination with third-party materials not provided by Vertolaunch LLC.

Indemnification Procedure: The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control over the defense and settlement of the claim (provided the indemnifying party may not settle any claim that imposes liability or obligations on the indemnified party without prior written consent); and (c) provide reasonable cooperation and assistance at the indemnifying party's expense.

13. Dispute Resolution; Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Step 1 — Informal Resolution (Mandatory Pre-Condition): Before initiating any arbitration or legal proceeding, the parties must first attempt to resolve the dispute in good faith. The party asserting the dispute shall send written notice to the other party describing the nature of the dispute and the relief sought. The parties shall then negotiate in good faith for a period of thirty (30) days from the date of such notice ("Negotiation Period"). This informal resolution step is a mandatory pre-condition to arbitration; any arbitration initiated without completing this step shall be dismissed without prejudice.

Step 2 — BINDING ARBITRATION: IF A DISPUTE CANNOT BE RESOLVED THROUGH INFORMAL NEGOTIATION WITHIN THE NEGOTIATION PERIOD, EITHER PARTY MAY INITIATE BINDING ARBITRATION. ALL DISPUTES, CLAIMS, OR CONTROVERSIES ARISING OUT OF OR RELATING TO THESE TERMS, ANY PROJECT DOCUMENT, OR THE PARTIES' RELATIONSHIP — INCLUDING QUESTIONS ABOUT THE EXISTENCE, VALIDITY, OR TERMINATION OF THESE TERMS — SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") PURSUANT TO ITS COMMERCIAL ARBITRATION RULES THEN IN EFFECT, EXCEPT AS MODIFIED BY THESE TERMS.

The arbitration shall be conducted by a single neutral arbitrator selected in accordance with the AAA's Commercial Arbitration Rules. The seat and place of arbitration shall be Sheridan County, Wyoming, USA; however, either party may request that the arbitration be conducted virtually, and such request shall not be unreasonably denied. The arbitrator's award shall be final and binding and may be entered as a judgment by any court of competent jurisdiction.

AAA Fees: For disputes involving amounts in controversy less than $75,000, Vertolaunch LLC will pay all AAA filing and arbitrator fees unless the arbitrator finds the Client's claims were frivolous or brought in bad faith. For disputes involving amounts greater than $75,000, fees shall be allocated in accordance with the AAA's Commercial Arbitration Rules.

CLASS ACTION WAIVER: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING ("CLASS ACTION WAIVER"). THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR TO PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. IF A COURT FINDS THAT THE CLASS ACTION WAIVER IS UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM, THEN THAT CLAIM SHALL PROCEED IN COURT (NOT IN ARBITRATION), BUT ALL OTHER CLAIMS SHALL REMAIN SUBJECT TO ARBITRATION.

Exceptions to Arbitration: Either party may seek emergency injunctive or provisional equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration, without waiving the right to arbitrate the underlying claim. Either party may also bring claims for unpaid invoices or amounts owed of less than ten thousand dollars ($10,000 USD) in small claims court in lieu of arbitration.

Attorneys' Fees and Costs: In any arbitration or legal proceeding arising from these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees, expert fees, and costs from the non-prevailing party, except that each party shall bear its own attorneys' fees in any proceeding where the non-prevailing party's claims or defenses were not frivolous.

Limitation on Time to Bring Claims: ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ENGAGEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR SUCH CLAIM IS PERMANENTLY BARRED. THIS LIMITATION APPLIES REGARDLESS OF ANY LONGER STATUTORY LIMITATIONS PERIOD THAT MIGHT OTHERWISE APPLY UNDER APPLICABLE LAW.

14. Governing Law and Venue

These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms. To the extent any claim is not subject to arbitration under Section 13, the parties irrevocably consent to exclusive personal jurisdiction and venue in the state or federal courts located in Sheridan County, Wyoming, USA, and each party waives any objection to such jurisdiction or venue, including any claim of inconvenient forum.

15. Non-Solicitation

During the term of any active engagement and for a period of twelve (12) months following the termination or expiration of such engagement, the Client agrees not to directly solicit for employment or engagement (as an employee, contractor, or consultant) any individual who was involved in delivering services to the Client under these Terms. This restriction applies to direct solicitation and does not prohibit general public job postings. If the Client breaches this provision, the Client agrees to pay Vertolaunch LLC a fee equal to six (6) months of the solicited individual's then-current compensation as liquidated damages, which the parties agree is a reasonable estimate of the loss suffered and not a penalty.

16. Independent Contractor

Vertolaunch LLC operates as an independent contractor. Nothing in these Terms or any engagement shall create an employer-employee, partnership, joint venture, or agency relationship between Vertolaunch LLC and the Client. Vertolaunch LLC has sole discretion over the means, methods, and timing of performing services, subject to the deliverable specifications in the Project Document. Neither party has authority to bind the other to any third-party obligation without prior written consent.

17. Force Majeure

Vertolaunch LLC shall not be liable for delays or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemic or pandemic, fire, flood, war, terrorism, government actions, labor disputes, internet or infrastructure outages, third-party platform failures, or other events constituting force majeure ("Force Majeure Event"). Vertolaunch LLC will notify the Client in writing within five (5) business days of becoming aware of a Force Majeure Event and will make commercially reasonable efforts to resume performance. Project timelines shall be extended by the duration of the Force Majeure Event. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected engagement upon written notice without penalty; provided, however, that the Client shall pay for all work completed prior to termination and all non-cancellable costs committed by Vertolaunch LLC.

18. Modifications to These Terms

Vertolaunch LLC reserves the right to update these Terms at any time. Updated Terms will be posted on this page with a revised effective date. For existing clients with active engagements at the time of any material change, Vertolaunch LLC will provide at least thirty (30) days advance written notice by email. The updated Terms will apply to new engagements immediately and to existing engagements thirty (30) days after notice. If the Client objects to any material change, the Client's sole remedy is to terminate the current engagement in accordance with Section 7.

19. Severability

If any provision of these Terms is found by a court or arbitrator to be invalid, illegal, or unenforceable under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable. If such modification is not possible, the provision shall be severed from these Terms. The remaining provisions shall continue in full force and effect and shall be construed to give maximum effect to the original intent of the parties.

20. Waiver

No failure or delay by Vertolaunch LLC to exercise any right or remedy under these Terms shall constitute a waiver of that right or remedy. Any waiver must be in writing, signed by an authorized representative of Vertolaunch LLC and applies only to the specific matter identified in the waiver; it does not constitute a continuing waiver or a waiver of any other matter.

21. Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed delivered: (a) when sent by email with written confirmation of receipt from the recipient; or (b) one (1) business day after deposit with a nationally recognized overnight courier service; or (c) three (3) business days after mailing by United States certified mail, return receipt requested. Notices to Vertolaunch LLC shall be sent to shibangsh@vertolaunch.com and to the registered address in Section 2.

22. Survival

The following sections shall survive the termination or expiration of any engagement and of these Terms for any reason: Section 6 (Payment Terms), Section 8 (Intellectual Property), Section 9 (Confidentiality), Section 10 (Disclaimer of Warranties), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 13 (Dispute Resolution), Section 14 (Governing Law), Section 15 (Non-Solicitation), Section 19 (Severability), Section 20 (Waiver), Section 21 (Notices), and Section 23 (Entire Agreement).

23. Entire Agreement

These Terms, together with all applicable Project Documents and any policies incorporated by reference herein (including the Refund and Cancellation Policy and Privacy Policy), constitute the entire agreement between Vertolaunch LLC and the Client with respect to the subject matter hereof, and supersede all prior and contemporaneous negotiations, representations, warranties, understandings, discussions, or agreements, whether oral or written. No amendment or modification of these Terms shall be binding unless made in writing and signed by authorized representatives of both parties. The Client acknowledges that it has not relied upon any representation, warranty, or statement not expressly set forth in these Terms or an applicable Project Document.

24. Contact

For questions about these Terms, contact us at:
Vertolaunch LLC
30 N Gould St Ste N, Sheridan, Wyoming 82801, USA
contact@vertolaunch.com