Terms of Use
Effective date: May 1, 2022
Introduction
Please read these Terms of Use ("Terms") carefully. It contains the rules and restrictions that govern your use of Sparqfire’s products and services (referred to below simply as “Sparqfire”). If you have any questions, comments, or concerns regarding these Terms or our products and services, please contact us at Sparqfire.com/contact. The Sparqfire Service is provided to you by Nova Modum Inc. These Terms of Use therefore constitute a binding contract between you and Nova Modum Inc. If you don’t agree to all of the following, you may not use or access Sparqfire in any manner. You represent and warrant that you are of legal age to form a binding contract (or if not, that you’ve received your parent’s or guardian’s permission to use Sparqfire and that your parent or guardian agrees to these Terms on your behalf).
If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” throughout this document refer to that organization or entity).
Trademarks
All brand, product and service names used in this Service which identify Sparqfire or third parties and their products and services are proprietary marks of Sparqfire and/or the relevant third parties. Nothing in this Service shall be deemed to confer on any person any license or right on the part of Sparqfire or any third party with respect to any such image, logo or name. You understand that we own Sparqfire. These Terms don’t grant you any right, title or interest in Sparqfire, or our trademarks, logos, and other intellectual property.
Copyright
Sparqfire is, unless otherwise stated, the owner of all copyright and data rights in the Service and its contents. Individuals who have posted works to Sparqfire are either the copyright owners of the component parts of that work or are posting the work under license from a copyright owner or his or her agent or otherwise as permitted by law. You may not reproduce, distribute, publicly display or perform, or prepare derivative works based on any of the Content including any such works without the express, written consent of Sparqfire or the appropriate owner of copyright in such works. Sparqfire does not claim ownership rights in your works or other materials posted by you to Sparqfire (Your Content). You agree not to distribute any part of the Service other than Your Content in any medium other than as permitted in these Terms of Service or by use of functions on the Service provided by us. You agree not to alter or modify any part of the Service unless expressly permitted to do so by us or by use of functions on the Service provided by us.
Registration
To register as a member of the Service or purchase products, you must be 13 years or lawfully permitted to enter into and form contracts under applicable law. In no event may minors submit Content to the Service. You agree that the information that you provide to us upon registration, at the time of purchase, and at all other times will be true, accurate, current and complete. You also agree that you will ensure that this information is kept accurate and up to date at all times. This is especially important with respect to your email address, since that is the primary way in which we will communicate with you about your account and your orders. You may not select as your Sparqfire account name a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. Sparqfire reserves the right to refuse registration of or cancel a Sparqfire account name at its discretion. You are responsible for safeguarding the password and you agree not to disclose your password to any third party.
Posting Content
Sparqfire does not claim ownership rights in Your Content. Any original content you post, upload, share, store, or otherwise provide to Sparqfire remains yours and is protected by copyright and any other applicable intellectual property laws. For the sole purpose of enabling us to make your Content available through the Service, you grant to Sparqfire a non-exclusive, royalty-free license to reproduce, distribute, re-format, store, prepare derivative works based on, and publicly display and perform Your Content. Please note that when you upload Content, third parties will be able to copy, distribute and display your Content using readily available tools on their computers for this purpose although other than by linking to your Content on Sparqfire any use by a third party of your Content could violate paragraph 4 of these Terms and Conditions unless the third party receives permission from you by license. You also agree that you will not contribute any Post or otherwise use Sparqfire in a manner that:
• Is fraudulent or threatening, or in any way violates Sparqfire’s Content Guidelines:
o You cannot threaten violence or advocate any criminal act
o You cannot harass or bully private adult individuals or public minor individuals
o You cannot publish explicit sexual activity
o You cannot publish any sexual content to anyone under 18
o You cannot publish any sexual content of minors
o You cannot publish other people’s private information without their express permission
o You cannot impersonate another user, company, or brand
o You cannot publish content that promotes or contains harmful or illegal activities
o You cannot publish spam or phishing content
o You cannot publish any virus, code, or content which will damage or allow unauthorized access to the Service or a user’s computer system
o You cannot publish advertisements or solicitations for any commercial purpose unrelated to Sparqfire
• violates someone else’s (including Sparqfire’s) rights of their content, including copyright infringement.
• “Crawls,” “scrapes,” or “spiders” any page, data, or portion of Sparqfire (through use of manual or automated means);
• Copies or stores any significant portion of the content on Sparqfire;
• Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to Sparqfire.
We reserve the right to remove any content from Sparqfire at any time, for any reason (including, but not limited to, if someone alleges you contributed that content in violation of these Terms), in our sole discretion, and without notice.
Reporting Copyright Violations
Sparqfire respects the intellectual property rights of others and expects users of the Service to do the same. At Sparqfire's discretion and in appropriate circumstances, Sparqfire may remove Your Content submitted to the Site, terminate the accounts of users or prevent access to the Site by users who infringe the intellectual property rights of others. If you believe the copyright in your work or in the work for which you act as an agent has been infringed through this Service, please contact us at: Sparqfire.com/contact
Conduct
You agree that you shall not interfere with or disrupt (or attempt to interfere with or disrupt) this Service or servers or networks connected to this Service, or to disobey any requirements, procedures, policies or regulations of networks connected to this Service; or provide any information to Sparqfire that is false or misleading, that attempts to hide your identity or that you do not have the right to disclose. Sparqfire does not endorse any content placed on the Service by third parties or any opinions or advice contained in such content. You agree to defend, indemnify, and hold harmless Sparqfire, its officers, directors, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and expert fees, arising out of or in any way connected with your access to or use of the Services, or your violation of these Terms.
Disclaimer of Warranty and Limitation of Liability
SPARQFIRE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED AS TO THE OPERATION OF THE SERVICE, OR THE CONTENT OR PRODUCTS, PROVIDED THROUGH THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. SPARQFIRE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW. SPARQFIRE MAKES NO WARRANTY AS TO THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THIS SERVICE. YOU SPECIFICALLY ACKNOWLEDGE THAT SPARQFIRE IS NOT LIABLE FOR YOUR DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT, OR SUCH CONDUCT BY THIRD PARTIES, AND YOU EXPRESSLY ASSUME ALL RISKS AND RESPONSIBILITY FOR DAMAGES AND LOSSES ARISING FROM SUCH CONDUCT. EXCEPT FOR THE EXPRESS, LIMITED REMEDIES PROVIDED HEREIN, AND TO THE FULLEST EXTENT ALLOWED BY LAW, SPARQFIRE SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM USE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF SPARQFIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON CERTAIN WARRANTIES OR DAMAGES. THEREFORE, SOME OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL SPARQFIRE'S AGGREGATE LIABILITY TO YOU EXCEED THE AMOUNTS PAID BY YOU TO SPARQFIRE PURSUANT TO THIS AGREEMENT.
Other Users and Third-Parties
• Content: Content posted to Sparqfire are the sole responsibility of the person or organization from whom such content originated. You access all such content at your own risk. We aren’t liable for any errors or omissions in any Content and you hereby release us from any damages or loss you might suffer in connection with any Content.
• Other Users on Sparqfire: Your interactions with organizations and individuals found on or through Sparqfire, including payment for content, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and individuals. You agree that Sparqfire shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. We can’t guarantee the identity of any users with access to Sparqfire and are not responsible for which users gain access to our products and services.
• Third-Party Content: Sparqfire may contain links or connections to third party websites or services that are not owned or controlled by us. Sparqfire has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites. You release and hold us harmless from any and all liability arising from your use of any third-party website or service.
Changes to Sparqfire
We are always trying to improve Sparqfire, so our products and services may change over time. We may suspend or discontinue any part of Sparqfire, or we may introduce new features or impose limits on certain features or restrict access to parts or all of Sparqfire. We’ll try to give you notice when we make a material change to Sparqfire that would adversely affect you, but this isn’t always possible or practical.
Changes to the Terms
We are constantly trying to improve our products and services, so these Terms may need to change along with Sparqfire. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the website, by sending you an email, and/or by some other means. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use Sparqfire. If you use Sparqfire in any way after a change to the Terms is effective and notice has been provided, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
Violations of the Terms
Failure to follow any of these Terms shall constitute a breach of these Terms, which may result in immediate termination of your account. Sparqfire has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Miscellaneous Terms
• Indemnification: To the fullest extent allowed by applicable law, you agree to indemnify and hold Sparqfire, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of Sparqfire (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action, we will attempt to provide notice to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
• Assignment: You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Sparqfire account, in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
• Choice of Law: These Terms are governed by and will be construed under applicable federal law and the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.
• No Joint Venture: You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Nova Modum Inc., and you do not have any authority of any kind to bind us in any respect whatsoever.
• No Third-Party Beneficiaries: We agree there are no third-party beneficiaries intended under these Terms.
• Waiver: The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.
• Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.
• Entire Agreement: You agree that these Terms are the complete and exclusive statement of the mutual understanding between you and us, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.