Terms of Service

Sparked

Sparked – Terms of Service

Welcome to Sparked at www.sparked.com (the “Site”), provided to you by The Extraordinaries, Inc. (“Sparked”). The Site is an online and mobile platform providing the Sparked services (the “Service” or “Services”).

BY CLICKING “I Agree” OR, ACCESSING OR USING ANY PART OF THE SITE OR SERVICE, YOU (UNLESS SPECIFICALLY REFERENCED, THE TERMS “YOU”, “YOUR”, AND “YOURS” SHALL MEAN THE USER (INCLUDING ANY CORPORATE USER (AS DEFINED HEREIN)) OF THE SITE AND SERVICES) EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS TERMS OF SERVICE AGREEMENT (THE “AGREEMENT”). IF YOU VISIT THE SITE OR REGISTER FOR AN ACCOUNT THROUGH THE SITE (A “SPARKED ACCOUNT”), YOU EXPRESSLY ACCEPT THE TERMS OF THIS AGREEMENT.

IF YOU DO NOT AGREE TO THE TERMS OF USE, YOU DO NOT HAVE OUR AUTHORIZATION TO ANY OF THE SERVICES; AND YOU MAY NOT ACCESS OR USE ANY PORTION OF THE SITE.

1. Service Terms and Limitations

1.1Description. The Service and Site is proprietary to Sparked and is protected by intellectual property laws and international intellectual property treaties. Your access to the Service is licensed and not sold, and such license is subject to your payment of the applicable subscription fees and your compliance with the terms of this Agreement.

Any and all content, documentation, text, software, photos, video, graphics, and music, sound or other multimedia files created and produced by Sparked and found on the Site (collectively, “Material”) is the sole property of Sparked. The entire contents of the Site are copyrighted as a collective work under the laws of United States and other copyright laws. Sparked holds the copyright in the collective work. As between the parties, title, ownership rights, and intellectual property rights in and to the Site and the Material, and any copies or portions thereof, shall remain in Sparked and/or its content providers.

Subject to your agreement with the terms of this Agreement, you may display and, subject to any expressly stated restrictions or limitations relating to specific material, download portions of the material from the different areas of the Site solely for your own non-commercial use, unless otherwise permitted. Any redistribution, retransmission or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner. You agree not to change or delete any proprietary notices from materials downloaded from the Site. You may not use any Sparked logo or any other proprietary graphic or trademark without Sparked’s express written permission.

1.2 Users.

1.2.1 Sparked Account. In consideration of your use of the Services, you represent and understand that in order to access the Service you will be required to register for a Sparked Account. You agree to: (a) provide true, accurate, current and complete information about yourself when registering for a Sparked Account, and (b) maintain and promptly update your Sparked Account to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Sparked has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Sparked has the right to suspend or terminate your Sparked Account and refuse any and all current or future use of the Services (or any portion thereof).

1.2.2 Service Access. Subject to your agreement to the terms of this Agreement, Sparked agrees to provide you with (a) a personal, non-transferable and non-exclusive Sparked Account enabling you to access and use the Service, and (b) a limited, non-transferable and non-exclusive license to use the Material necessary to access, explore and otherwise use the Site in real time and to use the Materials in a manner consistent with paragraphs 3 (On-Line Communications) and 11(Copyright) below. Sparked requires a fee for the use of the Service, pursuant to the terms of this Section 1.2.2, and your access to the Services will be subject to and conditioned upon the timely payment of such fees.

1.2.3 User Representations. You represent and warrant to Sparked that: (a) you are over the age of eighteen (18) and have the power and authority to enter into this Agreement; (b) if a corporation or other legal business entity (a “Corporate User”), you are an authorized representative or agent of such if a corporation or other legal business entity; (c) all information provided by you to Sparked is truthful, accurate and complete; (d) you shall comply with all terms and conditions of this Agreement; and (e) you have provided and will provide accurate and complete registration information, including, without limitation, your legal name, address and telephone number You represent and warrant to Sparked that you are the authorized signatory of the credit or charge card provided to Sparked to pay all such fees.

1.3Fees; Free Trial; Cancellation.

1.3.1 Fees.Sparked charges a subscription fee (the “Fees”) for the use of certain aspects or all of the Services. Sparked expressly reserves the right to change the Fees at any time, upon notice to you; provided, however, that any such Fee change shall take effect upon the expiration of your then-current subscription. By registering for a Sparked Account, you agree to pay Sparked the Fees for the Service applicable to the account level chosen. The Fees for the Service do not include any payment for telecommunications and computer hardware, software, telecommunications access charges, lines or connections or other equipment and services required to access and use the Service. All Fees, Taxes (as defined herein) and other charges will be billed to your credit card, or other billing methods as may be used by Sparked from time to time, at the current international currency conversion rate. You are responsible for and shall pay Sparked all currency conversion charges, sales, use, value-added, personal property or other tax, duty or levy of any kind, including interest and penalties thereon (collectively, “Taxes”) for the use of the Services or resulting from this Agreement, whether imposed now or hereinafter by any governmental entity. Sparked reserves the right to deactivate your access to the paid Services for failure to pay applicable fees. If you provide a credit card that expires during the term of this Agreement, Sparked reserves the right to charge any renewal card issued to you as a replacement. You agree to promptly pay Sparked in the event of any refusal of your credit card issuer to pay any amount to Sparked for any reason. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In the event you fail to pay any amount when due, Sparked may immediately suspend or terminate this Agreement and your access to the Services.

1.3.2 Free Trial. If you choose to register for a Sparked Account under the free 30 day trial period program (the “Free Trial Period”), you are required and agree to abide by all the terms of this Agreement as listed herein. In registering your Sparked Account for the Free Trial Period, you agree to submit all necessary information to Sparked, including providing Sparked with a valid credit card you wish to authorize for your use of the Services. You will not incur any charges to your credit card during the Free Trial Period (e.g., no Fees will be charged during the Free Trial Period). You may cancel your subscription at any time during the Free Trial Period and not be charged any subsequent Fees by following the cancellation steps as listed below in this section. If you do not cancel your subscription prior to the end of your Free Trial Period, you agree that Sparked will be authorized to charge your credit card for a full one-year subscription to the Sparked Pro Site. All terms of this Agreement (including, but not limited to, payments, cancellation, and refund provisions) shall apply to your Sparked Account during and after your Free Trial Period.

1.3.3 Cancellation. You are responsible for all associated renewal fees relating to your Sparked Account until you elect to cancel your subscription to the Site through your Sparked Account. PLEASE NOTE: Notwithstanding anything to the contrary herein, in the event you wish to cancel your subscription, (a) you must initiate the cancellation process through your Sparked Account, and (b) you must complete such cancellation in accordance with the instructions provided herein. Cancellations are not retroactive therefore if you cancel after your membership month has begun, you will not be entitled to a refund for that month. Cancellations do not become effective until the starting date of the next membership month. A membership month begins on the calendar date when you subscribe to the Services and concludes on the day before that calendar date the following month.

1.4User’s Agreement; Restrictions. (a) You agree to: (i) maintain the security of your identification, password and other confidential information relating to your Sparked Account; (ii) be solely responsible for the security, confidentiality and integrity of all messages and the content that you receive, transmit through or store on the Service; (iii) be responsible for all charges resulting from use of your Sparked Account, including unauthorized use prior to your notifying Sparked in writing of such use and taking steps to prevent its further occurrence by changing your password; (iv) comply with the terms and conditions set forth herein; and (v) comply with all applicable U.S. and international laws, statutes, ordinances, rules, regulations, contracts and applicable licenses regarding your use of the Services or the Site. (b) You may not, directly or indirectly, (i) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), create derivative works based on the Material; (ii) copy the Material or engage in any other acts inconsistent with the principles of copyright protection and fair use, as codified in 17 U.S.C. Sections 106-110, without obtaining the express written permission of Sparked and the copyright owner; (iii) distribute (except for the purposes set forth above), rent, lease, transfer or otherwise transfer rights to, or in any way exploit, the Material, in whole or in part; or (iv) remove any proprietary notices or labels on the Material.

1.5Accessibility. You acknowledge and agree that from time to time the Service may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs which Sparked may undertake from time to time; or (c) causes beyond the control of Sparked or which are not reasonably foreseeable by Sparked.

2. Disclaimer

2.1Content and General Disclaimer.

Informational Purposes Only: The information presented or contained in the Site (including, but not limited to, the Material) or provided through the Service (collectively, the “Content”) is presented for informational purposes only, which should not be construed as advice. No advice or information, whether oral or written, obtained by you from any user or from the Services shall create any warranty not expressly stated in this Agreement.

Content provided “as-is”: Sparked does not refer, endorse, recommend, verify, guarantee, approve, or certify any advice, information, or other services provided by any users, nor does it guarantee the accuracy, completeness, efficacy, timeliness, legality, quality, applicability or correct sequencing of such advice, information or other services provided. Information provided by any users through the Services or the Site may or may not be current as of the date of your access, and Sparked has no duty to update and maintain the information, reports, or statements on the Services. Additionally, the information in the Services may be changed periodically without prior notice. All content in the Services is provided “as is.” Use of such information is voluntary, and reliance on it should only be undertaken after an independent review of its accuracy, completeness, efficacy, and timeliness.

2.2Disclaimer of Warranties. CONTENT ON OR AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” WITHOUT WARRANTY, EXPRESS OR IMPLIED. SPARKED HEREBY EXCLUDES ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE WITH RESPECT TO THE SERVICE OR THE CONTENT. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS AGREEMENT. SPARKED MAKE NO WARRANTY AS TO THE RELIABILITY, ACCURACY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS OR SUITABILITY OF THE SERVICE. SPARKED CANNOT AND DOES NOT WARRANT AGAINST HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS OR LOSSES, INCLUDING LOSS OF DATA. SPARKED CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THIS ONLINE SITE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. SPARKED DOES NOT WARRANT OR GUARANTEE THAT THE FUNCTIONS OR SERVICE ACCESSED THROUGH THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. ANY PERSON OR ENTITY ACCESSING THE SITE IS responsible for (1) implementing and maintaining adequate procedures and checkpoints to satisfy their particular requirements for accuracy of data input and output and (2) maintaining a means external to THE SITE for the reconstruction of any lost data. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

2.3Disclaimer of Third Party Information. Statements made in websites, newsgroups, message boards, email, forums, conferences and chats reflect only the views of their authors. Forum managers, forum hosts, content providers, or merchants appearing on the Site are not authorized Sparked spokespersons, and their views do not necessarily reflect those of Sparked.

3. On-Line Communications

3.1 Content License.

3.1.1 User License. Some of the features available on the Site may allow you to create and send emails to your customers (collectively, the “Email”). Your participation in on-line communications occurs in real time and is not edited, censored, or otherwise controlled by Sparked. Sparked cannot and does not screen content provided by you to the Site or through the Service.

3.1.2 Limited License of Service Marks. You hereby agree to grant to Sparked a limited license to use, reproduce, and publicly display your or your Corporate User’s logo, trademarks, and/or service marks (the “Service Marks”) on the Site solely in connection with (a) your or your Corporate User’s use of the Services and the Site, and (b) to reference you or Corporate User as a user of the Services and the Site. Sparked acknowledge that, except for the limited license expressly granted in this Section 3.1.2, Sparked have not acquired and will not acquire any right, interest or title to the Service Marks by reason of this Section 3.1.2 or through the exercise of any rights in the Service Marks granted to Sparked hereunder.

3.1.3 Emails. By creating or sending Emails through the Site, you acknowledge and agree that: (a) Sparked is not under any obligation of confidentiality, express or implied, with respect to the Emails; (b) Sparked shall be entitled to use or disclose (or choose not to use or disclose) any such information according to the Sparked Privacy Policy; and (c) you are not entitled to any compensation or reimbursement of any kind from Sparked under any circumstances.

3.2 User Restrictions.You are responsible for your communications, Emails, and your use of the Site. You may not, under any circumstances, do any of the following: (a) use simultaneous, unattended or continuous connections to the Site with one account; (b) post or transmit any message which is libelous or defamatory; (c) post or transmit any message, data, image or program which is indecent, obscene or pornographic; (d) post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion; (e) use the Site to threaten, harass, stalk, abuse, or otherwise violate the legal rights (including rights of privacy and publicity) of others; (f) intercept or attempt to intercept email or other private communications not intended for you; (g) use the Site to send spam; (h) send unsolicited email messages through third-party mail servers in order to relay your email or hide the origination of your email to others; (i) upload or download files that contain software or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or control the rights to such files or have received all necessary consents; (j) upload files that contain a virus or corrupted data; (k) delete any author attributions, legal notices or proprietary designations or labels in a file that you upload to the Site; (l) falsify the source or origin of software or other material contained in a file that you upload to the Site; (m) use the Site in a manner that adversely affects the availability of its resources to other users; (n) use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity that is not a subscriber to the Site the user directory or any portion thereof other than for personal, noncommercial purposes (except as otherwise expressly permitted by Sparked; (o) falsely purport to be an employee or agent of the Site; (p) cause repeated disruptive incidents; (q) act, or fail to act, in your use of the Site, in a manner that is contrary to applicable law or regulation; or (r) engage in any other activity deemed by Sparked to be in conflict with the spirit or intent of this Agreement. In addition, you may not post or transmit any message which is harmful, threatening, abusive or hateful. It is not the intent of Sparked to discourage users from taking controversial positions or expressing vigorously what may be unpopular views in the Site, nonetheless, Sparked reserves the right to take such action as it deems appropriate in cases where the Site is used to disseminate statements which are deeply and widely offensive and/or harmful. Each time you upload a file on the Site, you represent and warrant that you own or otherwise control the rights or have the necessary consents to do so, and you grant every other user the right to download and use such file. Your failure to observe any of the foregoing limitations or obligations may result in civil or criminal liability.

4. Operation

Sparked reserves complete and sole discretion with respect to the operation of the Site. Sparked may, among other things: (a) delete email or private messages if it has not been accessed by you or a Corporate User within the time established by Sparked policies; (b) subject to Section 3, make available to third parties information relating to the Site, users, and Corporate Users; and (c) withdraw, suspend or discontinue any functionality or feature of the Site. Sparked may, in its complete and sole discretion, review uploaded files, conferences, BBSs, forums, and chats and authorize restrictions on access thereto. Sparked will not review the contents of email or private messages except as required or allowed by applicable law or legal process.

5. Other Sites

You are encouraged to use discretion while browsing the Internet using links initiated at the Site. The Site links may lead unintentionally to sites containing information that some people may find inappropriate or offensive. It may also lead to sites which contain inaccurate information, false or misleading advertising, or information which violates copyright, libel or defamation laws. Sparked make no representations concerning any effort to review all of the content of sites listed in its Site.

6. Privacy Policy, Confidentiality

6.1 Privacy Policy. Sparked considers its users’ privacy to be of the utmost importance. By registering for a Sparked Account and agreeing to the terms and conditions of this Agreement, you also are agreeing to the terms of Sparked Privacy Policy, which is located at http://hello.sparked.com/privacy-policy/ and which is incorporated into this Agreement.

6.2 Confidentiality.

6.2.1 For purposes hereof, “Confidential Information” means and includes any materials provided to or made available by one party to the other party that have been identified in writing as such by the disclosing party, or any non-public materials or information that a reasonable person would consider confidential.  For purposes of this Agreement, “Confidential Information” means, in the case of Sparked, the Services and all code, components and other information and materials related thereto, and, in the case of User, any Billing, Usage, Support or other data supplied by the User or other Customer Information (as defined in the Sparked Privacy Policy).

6.2.2 Each party agrees, during the term of this Agreement and for two (2) years thereafter, not to disclose or use, other than for purposes of performing under this Agreement, any of the other party’s Confidential Information (as defined herein). Each party agrees not to disclose, distribute or disseminate the other party’s Confidential Information to any third party, other than to its employees, affiliates, subsidiaries or other agents who must have access to such Confidential Information for such Party to perform its obligations or exercise its rights hereunder, who will each agree to comply with this section. Each party agrees to use the same degree of care that it uses to protect its own confidential information of a like nature from unauthorized disclosure, but in no event less than a reasonable degree of care.

6.2.3 The obligations in this Section shall not apply to information (a) the receiving party can establish by documented and credible evidence was already in such party’s possession prior to disclosure by the other party, (b) information which is part of the public domain at time of disclosure other than through a breach of this Agreement, (c) information rightfully provided to the receiving party by a third party who is not subject to a confidentiality restriction, (d) information that is independently developed by the receiving party without the use of the other party’s Confidential Information; and (e) information that is required to be disclosed in response to any judicial, governmental or regulatory request, provided, however, that the party with the obligation to disclose such Confidential Information shall provide prompt written notice of the requirement to disclose to the other party and shall use its best efforts to obtain confidential treatment or limit the scope of the disclosure of such Confidential Information.

6.2.4 Each party acknowledges that misuse or disclosure of any Confidential Information would likely give rise to irreparable injury to the other party or the owner of such information, inadequately compensable in damages. Accordingly, either party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Each party acknowledges and agrees that the covenants contained herein are necessary for the protection of legitimate business interests of the other party, and are reasonable in scope and content.

7. Indemnification

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS SPARKED, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS (collectively, the “Sparked Parties”) FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEY’S FEES, RESULTING FROM ANY VIOLATION OF THIS AGREEMENT OR ANY ACTIVITY RELATED TO YOUR ACCOUNT (INCLUDING INFRINGEMENT OF THIRD PARTIES’ WORLDWIDE INTELLECTUAL PROPERTY RIGHTS OR NEGLIGENT OR WRONGFUL CONDUCT) BY YOU OR ANY OTHER PERSON ACCESSING THE SITE USING YOUR SPARKED ACCOUNT.

8. Waiver, Release and Limitation of Liability

You hereby agree (a) that No Sparked Parties has ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR or Corporate User’s USE OF THE SITE, THE SERVICE, OR THE CONTENT; (b) to release Sparked Parties and their designees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with your use of the Service, the Site, or any information provided through the Service or the Site; (c) to waive any and all rights and benefits otherwise conferred by any law (whether statutory or non-statutory) of any jurisdiction that would purport to limit the scope of a release or waiver; and (d) to waive and relinquish all rights and benefits which you have or may have under Section 1542 of the Civil Code of the State of California or any similar provision of any law, rules or regulation of any other jurisdiction to the full extent that you may lawfully waive all such rights and benefits.

NOTWITHSTANDING THE FOREGOING PARAGRAPH, THE TOTAL LIABILITY OF SPARKED, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS, IF ANY, FOR LOSSES OR DAMAGES SHALL NOT EXCEED THE FEES PAID BY THE YOU FOR THE PARTICULAR INFORMATION OR SERVICE PROVIDED. IN NO EVENT SHALL SPARKED, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS OR SUPPLIERS BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES OTHER THA THE AMOUNT REFERRED TO ABOVE. ALL OTHER DAMAGES, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE ARISING FROM ANY USE OF THE INFORMATION OR OTHER PARTS OF THE SITE ARE HEREBY EXCLUDED EVEN IF SPARKED ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Third Party Rights

The provisions of Sections 7 (Indemnification) and 8 (Waiver, Release and Limitation of Liability) are for the benefit of Sparked and its officers, directors, employees, agents, licensors, suppliers, and information providers. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

10. Term; Termination

Term and Termination. The term of this Agreement shall continue for the duration of the Service subscription (including any renewals) that is purchased and paid for by You, as specified in the course of the online Service subscription enrollment process (the “Term“). If You fail to pay any subscription fee when due, or otherwise commits a material breach of this Agreement, Sparked may terminate this Agreement, and Your access to the Service, upon ten (10) business days prior, written notice to You, unless You pays such fee or cures such breach within such ten (10) business day period. Notwithstanding the foregoing, in the event of a breach by You of Section 3.2 (Restrictions on Use), Sparked shall have the right to immediately terminate this Agreement and User’s access to the Service. In the event that your subscription is terminated by Sparked, Sparked will refund the prorated amount of the fees that have been paid for the remainder of the subscription after the termination date. The provisions of paragraphs 1.2.2 (User Representations), 1.3.2 (Cancellation), 1.4 (User Restrictions), 3.1 (License), 3.2 (User Restrictions), 7 (Indemnification), 8 (Waiver, Release and Limitation of Liability), 9 (Third Party Rights), 13 (Miscellaneous), and 14 (Notice) shall survive any termination of this Agreement.

11. Copyright or Intellectual Property Infringement Notification

Sparked respects the intellectual property rights of others. You can notify Sparked of possible copyright infringement, and Sparked will review all claims of copyright infringement received and remove content deemed to have been posted or distributed in violation of any such laws. To make a claim, please provide the following:

(i) A physical or an electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;

(ii) A description of the copyrighted work or other intellectual property that you claim has been infringed;

(iii) A description of where the material that you claim is infringing is located on the Site reasonably sufficient to permit Sparked to locate the material;

(iv) Your contact information, including your address, telephone number, and email;

(v) A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) A statement by you that the above information in your notice is accurate and that you, made under penalty of perjury, are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Contact the agent designated to receive and act on copyright violations under the Digital Millennium Copyright Act (“DMCA”). Claims can be sent to support@sparked.com or to Sparked, Inc., 155 9th St. San Francisco, CA 94103

13. Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the State of California. You agree that any legal action or proceeding between Sparked and you for any purpose concerning this Agreement or the parties’ obligations hereunder shall be brought exclusively in a court of competent jurisdiction sitting in San Francisco County, California, United States. Any cause of action or claim you may have with respect to Sparked must be commenced within one (1) year after the claim or cause of action arises. Sparked failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Service and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Service. If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. No provisions of this Agreement are intended, nor will be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any user, client, customer, affiliate, or any party hereto or any other person unless specifically provided otherwise herein, and except as so provided, all provisions hereof will be personal solely between the parties to this Agreement; except that Sections 7, 8, and 9. Sparked may assign its rights and duties under this Agreement to any party at any time without notice to you.

14. Notice

Sparked may deliver notice to you under this Agreement by means of electronic mail, a general notice on the Site, or by written communication delivered by first class U.S. mail to your address on record in Sparked account information. You may give notice to Sparked at any time via electronic mail to the Site to the following address: support@sparked.com.

15. Modifications and Revisions

You agree that SPARKED may modify the terms of this Agreement from time to time, and that your right to access the Services is conditioned on an ongoing basis with your compliance with the then-current version of this Agreement. SPARKED will notify you of any material revisions or modifications to this Agreement by: (1) posting a notice on the Site for thirty (30) days following any revisions or modifications to this Agreement and/or by posting a notice on Site the first time that you visit the Site following such revisions or modifications; or (2) through a direct communication to you by email, if you have provided an email address to us.

You will be deemed to have agreed to the new terms and conditions if you continue to access the Services after having been notified of such revisions or modifications by email or, if you have not been notified by email, after the passage of thirty (30) days from the time the revised terms and conditions are first posted on the Site (whichever is sooner). If you do not provide us with a valid email address to send you information concerning revisions or modifications to this Agreement, then you agree that you will not receive notice by email. If you change email accounts, it will be your responsibility to notify us of a new valid email address in order to receive email notice. We assume no responsibility for your failure to actually receive notice. It is your responsibility to review this page for possible modifications.