LaunchPad Terms and Conditions
Last Revised: December 7, 2023
- hese LaunchPad Terms and Conditions (the “LaunchPad Terms”) supplement, and in the event of any conflict, supersede, the terms of the Services Agreement between Bringg and Customer or other similar agreement that incorporates the LaunchPad Terms by reference (the “Bringg MSA”). The LaunchPad Terms apply to Customer’s use of one or more third party service providers (“Third Party”) (e.g.: packers, External Carriers (as defined in the Bringg MSA), installation & assembly service providers, etc.) made available to Customer through Bringg’s marketplaces (e.g.: for External Carriers, the Bringg Delivery HUB (the “HUB”)), under the LaunchPad program, whereby Customer may receive services from a Third Party under a contract that Bringg has executed with such Third Party; for clarity, these LaunchPad Terms do not preclude Customer from using Third Parties outside of the LaunchPad program (e.g., where Customer has contracted with the External Carrier directly for such External Carrier’s services). The LaunchPad Terms may be updated from time to time, and any such updates will be posted on this website. Customer is responsible for checking for any change to these LaunchPad Terms. Continued use of the Third Parties’ services hereunder after a change has been posted constitutes Customer’s acceptance of any new or modified terms.
- All capitalized terms used in these LaunchPad Terms that are not defined herein but are defined in the Bringg MSA shall have the meaning given to them in the Bringg MSA.
- Third Parties that are made available through Bringg’s marketplace may require its own end users (i.e., Customer) to use such Third Party’s services in accordance with a set of terms and conditions made available by such Third Party (each, “End User Terms”). In such cases, Bringg shall present the End User Terms to Customer. The End User Terms may include, among other provisions, use restrictions and disclaimers of liability. Customer is responsible for compliance with the End User Terms. Bringg is not a party to any End User Terms and is not liable to either Customer or the Third Party for compliance with the terms of any such agreement. Customer acknowledges and agrees that each Third Party reserves the right to enforce these LaunchPad Terms as well as any End User Terms presented to Customer.
- The services provided by a Third Party are not considered “Services” as defined in the Bringg MSA, and Customer will not be entitled to any warranties, indemnification, support or the like by Bringg that are applicable to Services in the Bringg MSA.
- For the purpose of participation in the LaunchPad program, Bringg will invoice Customer for a pre-paid balance amount as shall be determined by Bringg and Customer in the Customer LaunchPad Addendum (“Set Balance Amount”), as well as for a reasonable processing fee, and such invoice shall be due within three (3) days from the invoice date. Each specific service (e.g.: delivery) executed through the LaunchPad program will be credited from the Set Balance Amount.
- The Set Balance Amount will be replenished by Customer at the periods as shall be determined in the LaunchPad Addendum, so that it returns to the full Set Balance Amount.
Such Set Balance Amount serving as the fee for the Third Party services will not be considered “Consideration” as defined in the Bringg MSA, insofar as Bringg’s limitation of liability to Customer under the Bringg MSA is tied to the amount of Consideration paid by Customer under the Bringg MSA.
Customer acknowledges that Bringg reserves the right to delay the activation and the ongoing operation of the Third Parties’ services through the LaunchPad program, until the actual deposit of the Set Balance Amount and/or the replenishment thereof, as the case may be.
In addition, Customer acknowledges that the Set Balance Amount may be updated by Bringg from time to time, based on the actual volume of the Third Parties’ services consumed by Customer and estimates for such future use.
- Disclaimer of Warranty and Liability. Customer acknowledges that (i) it is choosing to use one or more Third Parties in connection with its use of the Services at its sole discretion; (ii) Bringg neither provides nor endorses the Third Party services and has no control over the Third Party; (iii) Customer bears all risks associated with using or relying on the Third Party services, and Bringg will not be responsible for any act or omission of any Third Party and/or the performance, functionality, reliability, coverage, quality or availability of any Third Party services. For the avoidance of doubt, any rights or warranties granted to Customer regarding the Third Party services are made available, if at all, directly by the applicable Third Party under the End User Terms, and not by Bringg.
- Notwithstanding the foregoing, Bringg may stop any transaction or take other actions as needed to restrict access to or availability of any Third Party services, that does not comply with Bringg’s terms and conditions for such Third Parties and/or that otherwise might adversely affect Bringg’s customers.
- It is understood and agreed that any Third Party may at any time withdraw from participation in the LaunchPad program. In such event, Bringg will promptly notify Customer thereof and Customer shall no longer be able to receive such Third Party’s services through Bringg.
- NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BRINGG BE LIABLE FOR ANY CLAIMS, LOSSES, DAMAGES OR LIABILITY IN ANY MANNER WHATSOEVER RELATED TO OR ARISING FROM THE THIRD PARTY SERVICES OR THE END USER TERMS, REGARDLESS OF WHETHER BRINGG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Specific terms in connection with External Carriers.
- External Carriers’ services made available through the HUB may come with no support or target “SLAs” or may have varying levels of support and SLAs. Any available support and SLAs of External Carriers shall be as described in the End User Terms or in its associated documentation and shall be subject to any limitations and restrictions set forth in such End User Terms and/or such documentation. In any event, Customer agrees and acknowledges that Bringg has no responsibility for providing support or achieving any SLAs with respect to External Carrier;
- When External Carriers delivery personnel are fulfilling their services to Customer, such delivery personnel will be considered Mobile Personnel and the provisions of the Bringg MSA applicable to Mobile Personnel shall apply to such delivery personnel, mutatis mutandis. Customer instructs Bringg to provide Customer Data to each of its selected External Carriers in connection with Bringg’s provision of the Services.
- These LaunchPad Terms shall be effective as of the Effective Date of Bringg MSA, and unless earlier terminated otherwise, shall be coterminous therewith.