TERMS OF SERVICE
Effective Date: July 30, 2018
Welcome To SparkAmplify. SparkAmplify is a proprietary service (as it may be updated from time to time, the "Service") offered by SparkAmplify, Inc, a Delaware incorporated company ("our," "us,"or "we") that is designed to enable you to identify influencers and media on the internet.
When you click "I AGREE" upon creating an account, you agree on behalf of Customer to be bound by this Agreement. Customer is only authorized to access or use the Service as a Customer under these terms. Please read this Agreement carefully and save it. If you would like us to send you a copy of it, you can request at email@example.com. If Customer does not agree with it, Customer should not use the Service as a Customer.
Representations About Customer. You represent and warrant to us that you have the power and authority to enter into this Agreement on behalf of Customer. Also, you represent and warrant that the information that you provide to us about Customer or its account in connection with the Service will be current, true, accurate, supportable and complete, and that you have all necessary rights to allow us to create and implement the domains and subdomains generated via your use of the Service.
Authorized Users. Customer may allow Customer’s employees or independent contractors to use the Service on behalf of Customer ("Authorized Users"). As a condition to such use, Authorized Users may be required to agree to abide by the terms set forth herein. Customer and Authorized Users shall immediately notify us in the event that Customer or an Authorized User becomes aware of any violation of the terms of this Agreement. Customer shall be liable for any breach of the Agreement by any Authorized User.
Customer Representations About the Content. It is important to us that Customers do not use the Service to infringe the rights of others. As such, Customer represents and warrant to us that to Customer's knowledge (i) Customer has the right to share the Content via the Service, and (ii) the posting and sharing of the Records via the Service does not violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person or entity.
Reservation of Rights With Respect To The Service. We reserve all rights in and to the Service and all related intellectual property not expressly granted under this Agreement. If Customer submits comments, suggestions, or other feedback regarding the Service ("Feedback"), Customer agrees that we will be free to use such Feedback for any purpose.
Restrictions On Customer’s Use Of The Service. Customer may not rent, lease, lend, sell, redistribute, reproduce or sublicense the Service. Customer may not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Service, or any part thereof. If for some reason these restrictions are prohibited by applicable law or by an agreement we have with one of our licensors, then the activities are permitted only to the extent necessary to complywith such law or license(s). Customer shall not exploit the Service in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity.
Limitations on Availability. The Service or some aspects thereof may not be available in all languages or in all countries. We make no representation that the Service is available or permitted in any particular location. Use of the Service is void where prohibited. Customer uses the Service at its own initiative and is responsible for compliance with any applicable laws. We may also impose limits on the use or access to the Service as required by law.
Support and Maintenance. We will provide Customer with a reasonable amount of support regarding use of the Service. Scheduled system maintenance shall take place from time to time, and during such time, the Service may be unavailable. Emergency maintenance may be required at other times in the event of system failure. We make no guarantees about Service uptime.
Termination. This Agreement is effective until terminated by Customer or us. Customer’s right to use or access the Service will terminate automatically without notice from us if Customer fails to comply with any term(s) of this Agreement. Upon termination of the Agreement, Customer shall cease all use of or access to the Service. Customer acknowledges that except to the extent we otherwise agree in writing or in the Supplemental Terms (defined below), we may restrict, modify, or terminate Customer’s access to the Service, without liability, for our convenience.
Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT THERETO, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. WE DO NOT WARRANT AGAINST INTERFERENCE WITH CUSTOMER’S ENJOYMENT OF THE SERVICE, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE THAT WE GIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY.
Limitation of Liability. IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO CUSTOMER’S USE OR INABILITY TO USE THE SERVICE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall WE OR OUR AFFILIATES HAVE liability to CUSTOMER for damages IN EXCESS OF THE GREATER OF the amount of TWENTY-FIVE dollars ($25) OR THE AMOUNT CUSTOMER PAID FOR THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE CLAIM. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF CERTAIN DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO CUSTOMERS.
Export and Other Restrictions. Customer may not use or otherwise export or re-export the Service or elements thereof except as authorized by United States law and the laws of the jurisdiction in which the Service was accessed or obtained. In particular, but without limitation, the Service may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Application, Customer represents and warrants that it is not located in any such country or on any such list. Customer also agrees that it will not use the Service for any purposes prohibited by applicable law.
The Service and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
Consent to Receive Commercial E-mail. We may need to be able to communicate with Customer about the Service, and we would like to be able to make certain commercial offers available to Customer from time to time. AS SUCH, YOU CONSENT ON BEHALF OF CUSTOMER TO RECEIVE COMMERCIAL E-MAIL MESSAGES FROM US AND/OR OUR PARTNERS, AND ACKNOWLEDGE AND AGREE THAT YOUR PRIMARY EMAIL ADDRESSES AND OTHER INFORMATION MAY BE USED FOR THE PURPOSE OF INITIATING COMMERCIAL E-MAIL MESSAGES. We will allow Customer to opt out of receiving some of these messages, but in order to stop receiving any messages from us whatsoever (including administrative messages regarding the Service), Customer will need to terminate its account.
Modifications. We may modify the terms of this Agreement from time to time. Any such modification shall be effective when we notify Customer of the modification (via an update to the terms delivered via email or through the Service) and Customer subsequently signifies its acceptance or uses the Service.
Fees. We reserve the right to charge for the Service or features thereof. To enjoy certain features of the Service, additional terms, including payment terms may apply.
Trial/Free Subscription. If You have ordered a trial subscription to the Services or a subscription to any free Services, as indicated in an Order (a “Trial/Free Subscription”), then the following additional terms shall apply during any such Trial/Free Subscription: (a) the Term will continue for the period of the Trial/Free Subscription indicated in the Order and will thereafter expire unless You place an Order for a non-trial subscription to the Services prior to the expiration thereof; (b) this Agreement may be terminated by SparkAmplify, at any time, in SparkAmplify’s sole discretion, for any reason or no reason, upon notice to You; (c) SparkAmplify shall have the right to include its trademark or service mark (including any name, logo, slogan or product or service names) in email communications sent by You.
Fees and Payment. Fees. You agree to pay SparkAmplify all fees set forth in each Order or Confirmation and any fees otherwise specified on the Site (“Fees”). All Fees will be billed as indicated in each Order or Confirmation. Unless SparkAmplify and You expressly agree otherwise in writing, all Fees are payable in United States dollars. You will also be responsible for all use, sales, and other taxes imposed on the Services, other than taxes that are imposed on or measured by the net income, property tax or payroll taxes of SparkAmplify. SparkAmplify may change any portion of the Fees by posting the changes to the Sites or otherwise notifying You through the Services of the change, such changes to take effect at the beginning of the next Renewal Term.
Payment Terms. If the applicable Order or Confirmation does not specify the payment terms, the initial payment of Fees specified under such Order or Confirmation for each period in Your subscription will be due and payable by You in advance on or before the Effective Date and again on or before the completion of each subsequent period under this Agreement. If You have specified credit card, or direct withdrawal or ACH payment from a bank account, as an applicable payment mechanism under this Agreement, You grant SparkAmplify the right to charge the credit card or debit the bank account provided to SparkAmplify for all Fees incurred under this Agreement. Except as expressly set forth herein or agreed to in writing with SparkAmplify, all Fees will be non-refundable once paid to SparkAmplify, including upon any termination or suspension of this Agreement.
Third Party Offerings. Similarly, to enjoy certain third party offerings, certain third party terms (each, "Third Party Terms") may apply. Third Party Terms will be presented for review and acceptance at the time that Customer undertakes such activity within the Service, and any such Third Party Terms shall constitute an agreement between Customer and such third party. We are not responsible for such third party offerings.
Miscellaneous. The laws of the State of Delaware, excluding its conflicts of law rules, govern this license and Customer’s use of the Service. Use of the Service may also be subject to other local, state, national, or international laws. This Agreement constitutes the entire agreement between us regarding use of or access to the Service. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. "SparkAmplify" and all associated logos displayed within the Service are our trademarks (unless otherwise noted). This Agreement operates to the fullest extent permissible by law. We may freely transfer or assign this Agreement and any of our rights or obligations hereunder. Customer may not transfer or assign this Agreement or any of its rights or obligations hereunder without our prior written consent, and any attempt to do so shall be null and void. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
Contact us. We can be reached at:firstname.lastname@example.org