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Sparksoft Terms of Service


These Sparksoft Terms of Service (this “Agreement”), by and between Sparksoft (“Sparksoft”) and you (“you” or “your”), apply to the purchase or subscription of Sparksoft’s product(s) (the “Software”). By clicking on the appropriate button, or by downloading, installing, accessing or using the Offerings, you agree to these terms. If you are entering into this Agreement on behalf of a company, you represent that you have the authority to bind such company. If you do not agree to this Agreement, or if you are not authorized to accept this Agreement on behalf of the company, do not download, install, access, or use the Software.

  1. License Grant. Subject to the terms and conditions of this Agreement, Sparksoft hereby grants you a non-exclusive, non-sublicensable, and non-transferable license during the Term to use the Software for your internal business purposes.
  2. Use Restrictions. You shall not use the Software for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, you shall not at any time, directly or indirectly: (a) copy, modify, or create derivative works of the Software, in whole or in part; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (d) remove any proprietary notices from the Software; or (e) use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
  3. Reservation of Rights. Sparksoft reserves all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Software.
  4. Your Responsibilities. You are responsible and liable for all uses of the Software resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
  5. Purchasing via Authorized Reseller. If you purchase the Software through an authorized reseller or marketplace your payment obligations for the Software will be with such authorized reseller, not through Sparksoft. Any terms agreed to between you and the authorized reseller that are in addition to this Agreement are solely between you and such authorized reseller. No agreement between you and an authorized reseller is binding on Sparksoft, or will have any force or effect with respect to the rights in, or the operation, use or provision of, the Software.
  6. Support. Sparksoft has no obligation under this Agreement to provide you with support, maintenance, upgrades, modifications, or new releases of the Software. However, Sparksoft agrees to use its reasonable efforts to correct errors in the Software within a reasonable time and shall provide you with any corrections it makes generally available to other customers.
  7. Intellectual Property Ownership; Feedback.
    1. You acknowledge that, as between you and Sparksoft, Sparksoft owns all right, title, and interest, including all intellectual property rights, in and to the Software.
    2. If you submit, orally or in writing, suggestions or recommended changes to the Software, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Sparksoft is free to use such Feedback. You hereby assign to Sparksoft all right, title, and interest in, and Sparksoft is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Sparksoft is not required to use any Feedback.
  8. Disclaimer of Warranties. THE SOFTWARE IS PROVIDED "AS IS" AND SPARKSOFT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SPARKSOFT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SPARKSOFT MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
  9. Limitations of Liability. IN NO EVENT WILL SPARKSOFT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SPARKSOFT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
  10. Term and Termination. This Agreement is effective as of the date you purchase the Software and will continue in effect through the applicable subscription term purchased. Upon expiration or earlier termination of this Agreement, the license granted hereunder will also terminate and you shall cease using and delete, destroy, or return all copies of the Software and certify in writing to the Sparksoft that the Software has been deleted or destroyed. The termination or expiration of this Agreement will not affect any provisions herein which by their nature survive termination or expiration.
  11. Miscellaneous.
    1. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
    2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving party, and (ii) if the party giving the Notice has complied with the requirements of this Section.
    3. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    4. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    5. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.
    6. Assignment. You may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Sparksoft, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.