Terms of Use

1. Definitions

"Company"

Refers to Launcher Capital LLC, an Ohio limited liability company with its principal place of business at 8472 Washington St STE 309, Chagrin Falls, Ohio 44023, and its affiliated entities including LCFI, USDM, Mission First Fund I, and the GovSeek joint venture.

"Participant"

Refers to individuals or entities participating in or applying for the Launcher Capital accelerator program.

"Program"

Refers to Launcher Capital's government contracting accelerator program, including all services, platform access, and business support provided.

"Platform"

Refers to the GovSeek technology platform and associated digital services.

"Equity Investment"

Refers to the 25% equity stake acquired by Company in exchange for program participation.

"Performance Guarantee"

Refers to Company's commitment to secure $1 million in government contracts within 18 months of program commencement.

2. Program Structure and Investment Terms

2.1 Equity Participation

In consideration for participation in the Program, Participant agrees to transfer a 25% equity stake in their business entity to Company or its designated investment vehicle. This equity transfer shall be executed through legally compliant instruments under Ohio Revised Code and applicable federal securities laws.

2.2 Revenue Sharing Agreement

In addition to equity participation, Participant agrees to a 10% revenue sharing arrangement on all revenue generated from government contracts facilitated through the Program. This revenue sharing shall continue for the duration specified in the individual program agreement.

2.3 Performance Guarantee Framework

Company guarantees to secure a minimum of $1,000,000 in qualifying government contracts for Participant within eighteen (18) months of program commencement. Qualifying contracts include federal, state, and local government procurement opportunities that meet agreed-upon criteria.

2.4 Equity Clawback Provision

If Company fails to achieve the Performance Guarantee within the specified timeframe, Participant shall have the right to reclaim the full 25% equity stake at no additional cost. The clawback mechanism shall be executed within 60 days of the 18-month deadline, subject to dispute resolution procedures.

3. Participant Obligations and Responsibilities

3.1 Business Information and Documentation

Participant must provide complete, accurate, and current business information, including financial statements, tax records, corporate documents, and any other materials reasonably requested by Company for due diligence and program implementation purposes.

3.2 Compliance with Government Regulations

Participant must maintain compliance with all applicable government contracting regulations, including but not limited to Federal Acquisition Regulation (FAR), Defense Federal Acquisition Regulation (DFAR), Small Business Administration requirements, and security clearance obligations.

3.3 Active Program Participation

Participant agrees to actively engage in all program activities, including training sessions, business development meetings, platform utilization, and performance milestone assessments as reasonably determined by Company.

3.4 Exclusivity During Program Term

During the active program period, Participant agrees not to engage with competing accelerator programs or investment vehicles without prior written consent from Company, except for arrangements that do not conflict with program objectives.

4. Intellectual Property and Confidentiality

4.1 Participant Intellectual Property

Participant retains ownership of all pre-existing intellectual property. Company acquires no rights to Participant's core intellectual property beyond those necessary to fulfill program obligations and exercise equity rights.

4.2 Company Platform and Methodologies

All proprietary methodologies, software platforms, business processes, and strategic frameworks developed by Company remain the exclusive property of Company and its affiliates. Participant receives a limited license for use during the program term.

4.3 Mutual Confidentiality

Both parties agree to maintain strict confidentiality regarding all proprietary information, business strategies, client relationships, and operational details disclosed during the program relationship. This obligation survives termination of the agreement.

5. Platform Terms and Data Security

5.1 Platform Access and Usage

Company provides access to the GovSeek technology platform for business development, contract opportunity identification, and performance tracking. Platform access is contingent upon active program participation and compliance with usage guidelines.

5.2 Data Security and Protection

Company implements industry-standard security measures to protect Participant data, including encryption, access controls, and regular security audits. Participant data handling complies with applicable privacy laws and government security requirements.

5.3 System Availability and Support

While Company strives for maximum platform uptime, no guarantee is made regarding continuous availability. Technical support is provided during standard business hours, with emergency support available for critical business needs.

6. Risk Disclosure and Limitations

6.1 Investment Risk Acknowledgment

Participant acknowledges that equity investment and government contracting involve inherent business risks. Past performance does not guarantee future results, and no assurance can be given regarding the ultimate success of government contract awards beyond the specific Performance Guarantee.

6.2 Market and Regulatory Factors

Government contracting opportunities are subject to federal budgetary constraints, regulatory changes, political factors, and competitive market conditions beyond Company's control. Company's obligations are limited to good faith efforts within the contractual framework.

6.3 Limitation of Liability

Company's total liability to Participant shall not exceed the value of services provided under the program. Company is not liable for indirect, consequential, or punitive damages, except where prohibited by applicable law.

7. Dispute Resolution and Governing Law

7.1 Ohio Law Governance

These Terms are governed by the laws of the State of Ohio, without regard to conflict of law principles. Any legal proceedings shall be conducted in the appropriate courts of Ohio, with Cuyahoga County as the preferred jurisdiction for state court matters.

7.2 Dispute Resolution Process

Disputes shall first be addressed through good faith negotiation. If resolution cannot be achieved within 60 days, disputes shall be submitted to binding arbitration under the rules of the American Arbitration Association, with arbitration conducted in Cleveland, Ohio.

7.3 Equitable Relief

Nothing in these Terms prevents either party from seeking equitable relief, including injunctive relief, for breach of confidentiality or intellectual property obligations in a court of competent jurisdiction in Cuyahoga County, Ohio.

8. Termination and Transition

8.1 Program Completion

Upon successful completion of the 18-month program term and achievement of the Performance Guarantee, the equity and revenue sharing arrangements shall continue as specified in individual program agreements.

8.2 Early Termination

Either party may terminate the program relationship for material breach following a 30-day cure period. Termination procedures and equity implications shall be handled according to the specific circumstances and applicable legal requirements.

8.3 Survival of Obligations

Confidentiality, intellectual property, and dispute resolution provisions survive termination. Revenue sharing obligations continue for contracts secured during the program term, regardless of termination timing.

9. Compliance and Legal Requirements

9.1 Securities Law Compliance

All equity transactions comply with Ohio securities laws and applicable federal regulations. Participants must meet accredited investor requirements or qualify for appropriate exemptions under securities regulations.

9.2 Anti-Money Laundering and Know Your Customer

Company maintains comprehensive AML and KYC procedures in compliance with federal requirements. Participants must provide satisfactory identification and business verification documentation.

9.3 Government Contract Compliance

All program activities and resulting contracts must comply with applicable government procurement regulations, including ethical requirements, conflict of interest rules, and transparency obligations.

10. Contact Information and Legal Updates

For questions regarding these Terms of Use, please contact our legal department at [email protected] or call (440) 601-0000.

Updates and Modifications

Company reserves the right to update, modify, or revise these Terms of Use at any time at its sole discretion without prior notice. While we will make reasonable efforts to notify participants of material changes when practicable, we are not obligated to provide advance notice of any modifications. All changes take effect immediately upon posting or as otherwise specified by Company. Continued use of our services or participation in our program after any modifications constitutes your acceptance of the revised Terms of Use.

No Notice Requirement

You acknowledge and agree that Company may modify these terms without notice as necessary for business operations, legal compliance, regulatory requirements, or other legitimate business purposes. Your continued relationship with Company serves as ongoing acceptance of all modifications.