Sparkfive, Inc. Terms of Service

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1. Terms

By accessing the website and using the features at http://sparkfive.com, app.sparkfive.com, or any of their subdomains ("the Service"), you are agreeing to be bound by these terms of service ("Terms"), all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing and using the Service. The materials contained in this website are protected by applicable copyright and trademark law.

If you are an individual using our Service you must be at least 18 years of age. You must also be legally permitted to use the Service and access to our sites. If you are entering into this agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind such entity to this agreement. This agreement is void where prohibited by law, and the right to use the service is revoked in such jurisdictions.

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2. Use License & Scope of Use

1. Ownership and Rights to Access and/or Use the Services. By using the Services and subject to your compliance with the Terms: (i) Sparkfive and our licensors grant to you a limited, personal, non-exclusive, non-transferable, revocable right to use and/or access the Services; and (ii) you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell and/or re-sell any content, software, products and/or services obtained from and/or through the Services without the express prior written permission of Sparkfive.  Neither the Terms nor your access to and/or use of the Services transfers to you and/or any third party any rights, title and/or interest in any intellectual property rights related to the Services.  
2. Reservation of Rights. Our Services and those of our licensors are protected by applicable intellectual property laws, including United States copyright law and international treaties.  Subject to the limited rights expressly granted hereunder, Sparkfive and/or its third-party providers, licensors, and suppliers reserve all right, title and interest in and to the Services, including without limitation all related worldwide intellectual property rights.  No rights are granted to you hereunder other than as expressly set forth herein.
3. Availability of Content.  We do not guarantee that any content will be made available on the Services.  We reserve the right to, but do not have any obligation to, (i) remove, edit and/or modify any content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims and/or allegations from third parties and/or authorities relating to such content and/or if we are concerned that you may have violated the Terms), and/or for no reason at all and (ii) remove or block any content from the Services.
4. Use of Services and Availability.  Sparkvfive retains the right, in its sole and absolute discretion, to deny access to and/or use of the Services to anyone at any time and for any reason.  While we use reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time.  You understand and agree that there may be interruptions to the Services and/or use of and/or access to your Account due to circumstances both within our control (e.g., routine maintenance) and outside of Sparkfive's control.  You are solely responsible for ensuring that your access to and/or use of the Services is in compliance with all laws, rules and regulations applicable to you and the right to access and/or use the Services is revoked where your access to and/or use of the Services is prohibited.  Further, the Services are offered only for your use, and not for the use and/or benefit of any third party.
5. Creating an Account.  To sign up, access and/or use the Services, you must create an account (an “Account”).  Your Account requires you to (i) indicate agreement to the Terms, (ii) provide contact information, and (iii) submit any other form of authentication required during the registration process, as determined by Sparkfive in its sole and absolute discretion.  You agree not to create an Account and/or use the Services if you have been previously removed by us and/or banned from the Services. You agree that Sparkfive will not be liable to you and/or to any third party for any suspension and/or termination of your Account and/or any refusal of any access to and/or use of the Services (or any portion thereof).  You must provide accurate and complete information and keep your Account in formation updated.  You shall not: (a) select and/or use as a username a name of another person with the intent to impersonate that person; (b) use as a username a name subject to any rights of a person other than you without appropriate authorization; and/or (c) use as a username a name that is otherwise offensive, vulgar and/or obscene.  You are solely responsible for maintaining the security of your Account, and you are fully responsible for all activities that occur under your Account and any other actions taken in connection with your Account.  Your Account is non-transferable and may not be sold, combined and/or otherwise shared with any other person.  If you violate the Terms we may terminate your account immediately.  You must notify us immediately of any change in your eligibility to use the Services(including any changes to and/or revocation of any licenses from state authorities), breach of security and/or unauthorized access to and/or use of your Account.  You should never publish, distribute and/or post login information for your Account.  If we terminate your Account, you may not subscribe under a new Account unless we formally invite you.  You must immediately notify Sparkfive of any unauthorized uses of your Account or any other breaches of security.  Sparkfive will not be liable for any acts and/or omissions by you, including without limitation any damages of any kind incurred as a result of such acts and/or omissions.
6. Restrictions.  Except as expressly specified in the Terms, you shall not (i) modify, and/or make derivative works of, disassemble, reverse compile and/or reverse engineer any part of the Services; (ii) license, transfer, sell, rent, lease, distribute, assign, host, sublicense and/or otherwise commercially exploit the Services, in whole or in part; (iii) frame and/or utilize framing techniques to enclose any trademark, logo, and/or other portion of the Services (including images, text, page layout, and/or form);(iv) use any metatags and/or other “hidden text” using Sparkfive’s name and/or trademarks; (v) use any manual and/or automated software, devices and/or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” and/or download data from any pages contained in the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such); (vi) use and/or access the Services in order to build a similar and/or competitive website, product, and/or service; (vii)copy, reproduce, distribute, republish, download, display, post and/or transmit any part of the Services in any form and/or by any means; (viii) remove and/or destroy any copyright notices and/or other proprietary markings contained on and/or in the Services; (ix) intentionally hold Sparkfive and/or their employees and/or directors up to public scorn, ridicule and/or defamation; (x)promote and/or provide information about illegal activities and/or physical harm and/or injury to any group, individual, institution and/or property; (xi)take any action that imposes or may impose (as determined by us in our sole and absolute discretion) an unreasonable and/or disproportionately large load on our (and/or our third party providers’) infrastructure; (xii) run any form of auto-responder and/or “spam” on the Services; (xiii) use the Services for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the Services provided; (xiv)access, store, distribute or transmit any viruses, malware, or other harmful material during the course of your use of the Service; and/or (xv) make the functionality of the Services available to multiple users through any means, including, but not limited to distribution of the Services or by uploading the Services to a network and/or file-sharing service and/or through any hosting, application services provider and/or any other type of service.  You will comply with any technical restrictions on the Services that allow you to use the Services only in certain ways.  Any unauthorized use of the Services terminates the rights granted by Sparkfive pursuant to the Terms.  

3. Subscription Term, Fees & Payment

You can purchase a monthly or annual plan and your credit card on file will be charged on a recurring basis. All fees, expenses and taxes due hereunder will be paid in U.S. dollars.  All fees due and payable by you to Sparkfive under the Terms must be paid in full without any deduction, set-off, counterclaim or withholding of any kind unless required by law.  All fees due and payable under the Terms are exclusive of taxes, which will be added at the prevailing rate from time to time.  When you sign up for a paid plan, you are agreeing to pay and take responsibility for all charges made in accordance with the chosen plan, and your subscription will automatically renew at the end of the subscription term unless you cancel as further set forth herein.

1. Cancellation policy.  Once a user submits a request for cancellation, no additional charges will be made. However, no refunds (prorated or otherwise) are provided upon cancellation. In the interest of fairness to all of our clients, no exceptions will be made.

2. Free trial. In certain cases, Sparkfive offers a free trial on our plans. You are not required to enter payment information, but your plan will expire at the end of the trial period. If you choose to enter billing information, your first charge will occur on the last day of your trial period. If you enter the free trial and you cancel your Account before the end of the last day, you won’t be billed at all, even if youentered your billing information.

3. Monthly plan billing.  Sparkfive’s monthly plans provide month-to-month access, with monthly charges being made each renewal day (the same day of the month that you originally signed up for the plan). Monthly plans automatically renew every month.  If you cancel before an upcoming renewal day, you will have access to your Account through the end of the then-current month.

4. Annual plan billing.  Sparkfive’s annual plans provide year-to-year access and a substantial savings over the month-to-month plan.  Annual charges will be made each renewal date (the same date of the year that you originally signed up for the plan).  Annual plans automatically renew every year thereafter. If you cancel before an upcoming renewal date, you will have access to your Account through the end of the then-current year.

5. Failed charges; Suspension.  If your credit card on file is closed or the Account information is changed, or if, for any reason, a charge is rejected, you shall immediately update your Account or supply a new payment account, as appropriate.  If you are unable to update your credit card account with appropriate information, then Sparkfive will send an invoice to you detailing the amount due.  You must pay the amount due in full within seven (7) days after the date of the invoice.  You agree to notify Sparkfive in writing of any changes to your Account information or termination of any authorization at least thirty (30) days prior to the immediately subsequent billing date.  In the event payment dates fall on a weekend or holiday, you understand that the payments may be executed on the next business day.  Sparkfive may, without liability to you, disable the password, Account and access to all or part of the Services if any fees are not paid within forty-five (45) days after such fees first becoming due and payable under the Terms.  In the event of the foregoing, Sparkfive shall not be obligated to provide any and/or all of the Services until such fees are paid in full.  Accounts that have been terminated may be reactivated if valid payment information is entered and the card can be successfully processed for all charges accrued on the Account since the failed credit card charge.

4. Term and Termination

Subject to this Section, the Terms will remain in full force and effect while you access and/or use the Services.  We may terminate your Account and/or your access to and/or use of all or any part of the Services at any time, with or without cause, with or without notice, effective immediately and without liability, which may involve deletion of your User Content associated with your Account from our databases.  You agree that Sparkfive will not be liable to you or to any third party for such removal.  If you wish to terminate your Account, you may do so by following the instructions through your Account.  Sparkfive will not have any liability whatsoever to you for any termination of your rights under the Terms, including without limitation for termination of your Account and/or deletion of your User Content.

5. Disclaimer

1. The materials on Sparkfive, Inc.'s website are provided on an 'as is' basis. Sparkfive, Inc. makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.
2. Further, Sparkfive, Inc. does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.

6. User Content

You represent and warrant that: (i) any information and/or User Content you provide in connection with your access to and/or use of the Services is true, accurate and complete and you will maintain and update such information regularly; and (ii) you will respect the intellectual property, other information and all rights of Sparkfive and others using the Services.

1. User Content.  All content you or your users upload, create, submit, distribute, and/or post to the Services, including but not limited to, document layouts, source code, pictures, video and other images, audio materials, graphics, document or data files, information relating to natural and other persons, messages, e-mail and other communications, files, texts, personalization settings and other information and/or content, which is or may be provided to Sparkfive and/or placed on the user’s Sparkfive profile page or inputted and/or uploaded by you via the Services (“User Content”) whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content.  Sparkfive has no responsibility and/or liability for the deletion and/or accuracy of any User Content; the failure to store, transmit and/or receive transmission of User Content; and/or the security, privacy, storage and/or transmission of other communications originating with and/or involving use of the Services. You hereby grant Sparkfive a worldwide, perpetual, non-exclusive, royalty-free, perpetual, irrevocable, assignable, sub-licensable, transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, and perform the User Content for purposes of providing the Services and allow Sparkfive to use your name and logo for Sparkfive’s marketing purposes. You alone are responsible for User Content, and once published, it cannot always be withdrawn.  You represent that you own, and/or have the necessary permissions to use and authorize use of User Content as described in the Terms.  

2. Feedback.  Please keep in mind that we do not seek any unsolicited ideas and/or materials for the Services.  If you provide us (in a direct mail, email and/or otherwise) with any feedback, suggestions, improvements, enhancements, recommendations and/or feature requests relating to the Services (“Feedback”), then you further grant to Sparkfive a worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner it deems appropriate, any and all Feedback, and to sub-license the foregoing rights.  Sparkfive will treat any Feedback you provide to Sparkfive as non-confidential and non-proprietary. You represent and warrant that you have all rights necessary to submit the Feedback.

3. Content Provided by Others.  The Services may contain User Content provided by other users and/or third parties.  Please carefully choose the information that you post on, through and/or in connection with the Services.  You assume all risks associated with User Content, including anyone’s reliance on its quality, accuracy, and/or reliability by you.  We are not responsible for and do not control such User Content. Sparkfive disclaims any and all liability for your disclosure of personally identifiable or confidential information you submit via the Services to other users.  It is your responsibility to ensure that Services users to whom you submit personally identifiable or confidential information will take appropriate security and non-disclosure measures.

7. Prohibited Content

You agree that you will not under any circumstances transmit any User Content (including software, text, images, or other information) that:

1. is unlawful and/or promotes unlawful activities;

2. defames, harasses, abuses, threatens, or incites violence towards any individual or group;

3. is pornographic, discriminatory and/or otherwise victimizes and/or intimidates an individual and/or group on the basis of religion, gender, sexual orientation, race, ethnicity, age and/or disability;

3. is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation and/or any form of lottery and/or gambling;

4. contains and/or installs any viruses, worms, malware, Trojan horses and/or other content that is designed or intended to disrupt, damage and/or limit the functioning of any software, hardware, and/or telecommunications equipment and/or to damage and/or obtain unauthorized access to any data and/or other information of any third party;

5. infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity and/or other rights;

6. impersonates any person or entity, including any of our employees or representatives; and/or

7. violates the privacy of any third party.

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8. Warranty & Limitations of Liability

In no event shall Sparkfive, Inc. or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on Sparkfive, Inc.'s website, even if Sparkfive, Inc. or a Sparkfive, Inc. authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

Where Sparkfive provides web hosting or other services via the Services involving the provision of computer storage space, and/or in relation to other relevant services, Sparkfive reserves the right to impose and vary limits and/or restrictions (temporary or otherwise) on the use of the Service, including, without limitation, limits on the storage provided by reference to storage space, time/age of files, number and/or size of files, amount of data down and/or uploaded and/or any other criteria Sparkfive may specify. Any content and/or materials which exceeds any such limit, may be deleted and/or not accepted for such storage, without liability to Sparkfive.

THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH SPARKFIVE OR PROVIDED THROUGH THE SERVICE (WHETHER OR NOT SPONSORED) ARE PROVIDED TO YOU ON AN "AS-IS" AND "AS AVAILABLE" BASIS.
SPARKFIVE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.
SPARKFIVE MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE SERVICE (WHETHER OR NOT SPONSORED), AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
SPARKFIVE MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.
SPARKFIVE MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING ANY THIRD PARTY SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICE, OR ACCESSED THROUGH ANY LINKS ON THE SERVICE.

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9. Accuracy of materials

The materials appearing on Sparkfive, Inc.'s website could include technical, typographical, or photographic errors. Sparkfive, Inc. does not warrant that any of the materials on its website are accurate, complete or current. Sparkfive, Inc. may make changes to the materials contained on its website at any time without notice. However Sparkfive, Inc. does not make any commitment to update the materials.

10. Links

Sparkfive, Inc. has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Sparkfive, Inc. of the site. Use of any such linked website is at the user's own risk.

11. Modifications

Sparkfive, Inc. may revise these terms of service for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of these terms of service.

12. Governing Law

These terms and conditions are governed by and construed in accordance with the laws of TX and you irrevocably submit to the exclusive jurisdiction of the courts in that State or location.

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