MASTER SUBSCRIPTION AND LICENSING AGREEMENT
SPARKDIT TERMS OF USE:
BY CLICKING THE ''I AGREE TO THE TERMS OF USE'' BUTTON DISPLAYED AS PART OF THE
REGISTRATION PROCESS, OR SIMPLY BY USING THE SOLUTION OF SPARKDIT, YOU AGREE TO THE
FOLLOWING TERMS AND CONDITIONS (THE ''AGREEMENT'') GOVERNING YOUR USE OF
SPARKDIT'S ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE
''SERVICE''). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR
OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH
ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS ''YOU'' OR ''YOUR''
SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT
AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE.
Introduction
As part of the Service, Sparkdit will provide you with use of the Service, including a browser interface and data
encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your
agreement to abide by this Agreement including any materials available on the Sparkdit website incorporated by
reference herein, including but not limited to Sparkdit's privacy and security policies. For reference, a Definitions
section is included at the end of this Agreement.
The Service is offered in several editions and under various configuration of user storage, availability, uptime,
Service Level Agreement, and for different pricing, Sparkdit may at its own discretion and without notification
modify, add or terminate certain editions. Please see our website or contact us for the most current edition
availability or for the feature differences between the various editions.
1. Privacy & Security; Disclosure
Sparkdit's privacy and security policies may be viewed at http://www.sparkdit.com/privacy. Sparkdit reserves the
right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users when
they initially log in, may be asked whether or not they wish to receive marketing and other non-critical Service-
related communications from Sparkdit from time to time. They may opt out of receiving such communications at
that time or at any subsequent time by changing their preference. Because the Service is hosted, online application,
Sparkdit occasionally may need to notify all users of the Service (whether or not they have opted out as described
above) of important announcements regarding the operation of the Service. You agree that Sparkdit can disclose the
fact that you are a paying customer and the edition of the Service that you are using.
2. License Grant & Restrictions
Sparkdit hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your
own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly
granted to you are reserved by Sparkdit and its licensors.
You may not access the Service if you are a direct competitor of Sparkdit, except with Sparkdit's prior written
consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or
functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or
make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based
upon the Service or the Content; (iii) create Internet ''links'' to the Service or ''frame'' or ''mirror'' any Content on
any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to
(a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of
the Service, or (c) copy any ideas, features, functions or graphics of the Service. Licenses cannot be shared or used
beyond the licensed Service and scope, but may be reassigned from time to time with Sparkdit approval.You may use the Service only for your business purposes and shall not: (i) send spam or otherwise duplicative or
unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or
otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy
rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer
code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or
the data contained therein; (v) attempt to gain unauthorized access to the Service or its related systems or networks
(vi) use the Programs for your own internal data processing or for any commercial or production purposes, or use
the Programs for any purpose except the development and prototyping of your applications; (vii) use the
applications you develop with the Programs for any internal data processing or commercial or production purposes
without securing an appropriate license from us; (viii) remove or modify any Program markings or any notice of our
proprietary rights; (ix) make the Programs available in any manner to any third party without the written consent of
Sparkdit Inc.; (x) assign this Agreement or give or transfer the Programs or an interest in them to another individual
or entity; (xi) disclose results of any Program benchmark tests without our prior consent; (xii) violate any of the
terms of this Agreement.
Certain editions of the Service offer integration capabilities via an application programming interface, or API. The
number of API calls you can make per account is limited (excluding calls resulting from use of Sparkdit client
applications) by the load it puts on the Sparkdit Server.
3. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state,
national and foreign laws, treaties and regulations in connection with your use of the Service, including those related
to data privacy, international communications and the transmission of technical or personal data. You shall:
(i) notify Sparkdit immediately of any unauthorized use of any password or account or any other known or
suspected breach of security; (ii) report to Sparkdit immediately and use reasonable efforts to stop immediately any
copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate
another Sparkdit user or provide false identity information to gain access to or use the Service.
4. Account Information and Data
Sparkdit does not own any data, information or material that you submit to the Service in the course of using the
Service (''Customer Data''). You, not Sparkdit, shall have sole responsibility for the accuracy, quality, integrity,
legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and
Sparkdit shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store
any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Sparkdit will
make available to you a file of the Customer Data within 30 days of termination if you so request at the time of
termination. Sparkdit reserves the right to withhold, remove and/or discard Customer Data without notice for any
breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use
Customer Data immediately ceases, and Sparkdit shall have no obligation to maintain or forward any Customer
Data.
5. Intellectual Property Ownership
Sparkdit alone (and its licensors, where applicable) shall own all right, title and interest, including all related
Intellectual Property Rights, in and to the Sparkdit Technology, the Content and the Service and any suggestions,
ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party
relating to the Service. Any application or derivative work developed using Sparkdit, the Sparkdit no-code
application development environment or the Sparkdit APIs or other development environment shall be the property
of Sparkdit. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the
Service, the Sparkdit Technology or the Intellectual Property Rights owned by Sparkdit. The Sparkdit name, the
Sparkdit logo, and the product names associated with the Service are trademarks of Sparkdit or third parties, and no
right or license is granted to use them.
6. Third Party Interactions
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or
participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any
such activity, and any terms, conditions, warranties or representations associated with such activity, is solely
between you and the applicable third-party. Sparkdit and its licensors shall have no liability, obligation or
responsibility for any such correspondence, purchase or promotion between you and any such third-party. Sparkdit
does not endorse any sites on the Internet that are linked through the Service. Sparkdit provides these links to you
only as a matter of convenience, and in no event shall Sparkdit or its licensors be responsible for any content,
products, or other materials on or available from such sites. Sparkdit provides the Service to you pursuant to the
terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary
software, hardware or services may require your agreement to additional or different license or other terms prior to
your use of or access to such software, hardware or services.
7. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at
the time a fee or charge is due and payable. The charges will be based on the List Price unless you enter into an
agreement with Sparkdit or its affiliates. Payments must be made annually in advance unless otherwise mutually
agreed upon in an Order Form or through the Online Order Center or separate Agreement. All payment obligations
are noncancelable and all amounts paid are nonrefundable. You are responsible for paying for all license fees agreed
upon for the entire License Term, whether or not licenses are actively used. You must provide Sparkdit with valid
credit card or approved purchase order information as a condition to signing up for the Service. An authorized
License Administrator may add licenses by executing an additional written Order Form or using the Online Order
Center. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting
License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current,
generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for
that billing month. Sparkdit reserves the right to modify its fees and charges and to introduce new charges at any
time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are
confidential, and you agree not to disclose them to any third party.
8. Excess Data Storage Fees
The maximum disk storage space provided to you at no additional charge is 20 MB per Licensed User. If the amount
of disk storage required exceeds these limits, you will be charged the then-current storage fees. Sparkdit will use
reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the
maximum; however, any failure by Sparkdit to so notify you shall not affect your responsibility for such additional
storage charges. Sparkdit reserves the right to establish or modify its general practices and limits relating to storage
of Customer Data.
9. Billing and Renewal
Sparkdit charges and collects in advance for use of the Service. Sparkdit will automatically renew and bill your
credit card or issue an invoice to you each year on the subsequent anniversary or as otherwise mutually agreed upon.
Fees for other services will be charged on an as-quoted basis. Sparkdit's fees are exclusive of all taxes, levies, or
duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties,
excluding only United States (federal or state) taxes based solely on Sparkdit's income.
There may also be an Initial Billing, that would be due before the activation of the license.
You agree to provide Sparkdit with complete and accurate billing and contact information. This information
includes your legal company name, street address, e-mail address, and name and telephone number of an authorized
billing contact and License Administrator. You agree to update this information within 30 days of any change to it.
If the contact information you have provided is false or fraudulent, Sparkdit reserves the right to terminate your
access to the Service in addition to any other legal remedies.
Unless Sparkdit in its discretion determines otherwise: entities with headquarters and a majority of users resident in
the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes (''U.S.Customers''); and all other entities will be billed in U.S. dollars, Euros or local currency and be subject to either U.S.
or non-U.S. payment terms and pricing schemes at the discretion of Sparkdit (''Non-U.S./Japan Customers'').
If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice
containing the amount in question to be eligible to receive an adjustment or credit.
10. Non-Payment and Suspension
In addition to any other rights granted to Sparkdit herein, Sparkdit reserves the right to suspend or terminate this
Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent
invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum
permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged license fees
during any period of suspension. If you or Sparkdit initiates termination of this Agreement, you will be obligated to
pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above.
You agree that Sparkdit may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Sparkdit reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access
to the Service. You agree and acknowledge that Sparkdit has no obligation to retain Customer Data and that such
Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
11. Termination upon Expiration/Reduction in Number of Licenses
This Agreement commences on the Effective Date. The Initial Term will be as you elect during the online
subscription process or as otherwise mutually agreed upon in an Order Form, or an executed Agreement
commencing on the date you agree to pay for the Service by completing the online subscription form, or on the start
date of the Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for
successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one
year) at Sparkdit's then current fees. Either party may terminate this Agreement or modify the quantity of licenses,
effective only upon the expiration of the then current License Term, by notifying the other party in writing at least
thirty (30) days prior to the date of the invoice for the following term. In the case of free trials, notifications
provided through the Service indicating the remaining number of days in the free trial shall constitute notice of
termination. In the event this Agreement is terminated (other than by reason of your breach), you are responsible for
backing up and extracting your data before the termination. You agree and acknowledge that Sparkdit has no
obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
12. Termination for Cause
Any breach of your payment obligations or unauthorized use of the Sparkdit Technology or Service will be deemed
a material breach of this Agreement. Sparkdit, in its sole discretion, may terminate your password, account or use of
the Service if you breach or otherwise fail to comply with this Agreement. In addition, Sparkdit may terminate a free
account at any time in its sole discretion. You agree and acknowledge that Sparkdit has no obligation to retain the
Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but
not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such
breach.
13. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Sparkdit
represents and warrants that it will provide the Service in a manner consistent with general industry standards
reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the
online Sparkdit help documentation under normal use and circumstances. You represent and warrant that you have
not falsely identified yourself nor provided any false information to gain access to the Service and that your billing
information is correct.
14. Mutual Indemnification
You shall indemnify and hold Sparkdit, its licensors and each such party's parent organizations, subsidiaries,
affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs,
damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:
(i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a
claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim
arising from the breach by you or your Users of this Agreement, provided in any such case that Sparkdit (a) gives
written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim
(provided that you may not settle or defend any claim unless you unconditionally release Sparkdit of all liability and
such settlement does not affect Sparkdit's business or Service); (c) provides to you all available information and
assistance; and (d) has not compromised or settled such claim.
Sparkdit shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors,
employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and
expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the
Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party;
(ii) a claim, which if true, would constitute a violation by Sparkdit of its representations or warranties; or (iii) a
claim arising from breach of this Agreement by Sparkdit; provided that you (a) promptly give written notice of the
claim to Sparkdit; (b) give Sparkdit sole control of the defense and settlement of the claim (provided that Sparkdit
may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Sparkdit all
available information and assistance; and (d) have not compromised or settled such claim. Sparkdit shall have no
indemnification obligation, and you shall indemnify Sparkdit pursuant to this Agreement, for claims arising from
any infringement arising from the combination of the Service with any of your products, service, hardware or
business process(s).
15. Disclaimer of Warranties
SPARKDITAND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO
THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR
COMPLETENESS OF THE SERVICE OR ANY CONTENT. SPARKDITAND ITS LICENSORS DO NOT
REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY,
UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE,
SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR
EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF
ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY
YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS
OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE
SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE
AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN ''AS IS'' BASIS. ALL CONDITIONS,
REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD
PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW BY SPARKDITAND ITS LICENSORS.
16. Internet Delays
SPARKDIT'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS
INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SPARKDIT IS NOT
RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM
SUCH PROBLEMS. SPARKDIT MAKES NO REPRESENTATION IN RELATION TO UPTIME,
PERFORMANCE OR SLA.
17. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY
PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING
THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS
LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY,
INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF
DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY
WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY
TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY
INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT,
EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS
HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
18. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for
incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
19. Local Laws, Open Source and Export Control
This site provides services and uses software and technology that may be subject to United States export controls
administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign
Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union.
The user of this site (''User'') acknowledges and agrees that the site shall not be used, and none of the underlying
information, software, or technology may be transferred or otherwise exported or re-exported to countries as to
which the United States, Switzerland and/or the European Union maintains an embargo (collectively, ''Embargoed
Countries''), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's
List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively,
''Designated Nationals''). The lists of Embargoed Countries and Designated Nationals are subject to change without
notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national
or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and
European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be
required.
This site may use encryption technology that is subject to licensing requirements under the U.S. Export
Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000
''Open Source'' software is software available without charge for use, modification and distribution. It is often
licensed under terms that require the user to make the user's modifications to the Open Source software or any
software that the user 'combines' with the Open Source software freely available in source code form. If you use
Open Source software in conjunction with the Programs, you must ensure that your use does not: (i) create, or
purport to create, obligations of us with respect to the Programs; or (ii) grant, or purport to grant, to any third party
any rights to or immunities under our intellectual property or proprietary rights in the Programs. For example, you
may not develop a software program using an Spardit Solution and an Open Source program where such use results
in a program file(s) that contains code from both the Sparkdit Solution and the Open Source program (including
without limitation libraries) if the Open Source program is licensed under a license that requires any ''modifications''
be made freely available. You also may not combine the Sparkdit Solution with programs licensed under the GNU
General Public License (''GPL'') in any manner that could cause, or could be interpreted or asserted to cause, the
Sparkdit Solution or any modifications thereto to become subject to the terms of the GPL.
Sparkdit and its licensors make no representation that the Service is appropriate or available for use in other
locations. If you use the Service from outside the United States of America, Switzerland and/or the European Union,
you are solely responsible for compliance with all applicable laws, including without limitation export and import
regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union
(including European Union Member States) law is prohibited. None of the Content, nor any information acquiredthrough the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile
projects, unless specifically authorized by the United States government or appropriate European body for such
purposes.
20. Notice
Sparkdit may give notice by means of a general notice on the Service, electronic mail to your e-mail address on
record in Sparkdit's account information, or by written communication sent by first class mail or pre-paid post to
your address on record in Sparkdit's account information. Such notice shall be deemed to have been given upon the
expiration of 72 hours after mailing or posting (if sent by first class mail or pre-paid post) or 48 hours after sending
(if sent by email). You may give notice to Sparkdit (such notice shall be deemed given when received by Sparkdit)
at info@sparkdit.com
21. Modification to Terms
Sparkdit reserves the right to modify the terms and conditions of this Agreement or its policies relating to the
Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are
responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall
constitute your consent to such changes.
22. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of Sparkdit but may be assigned
without your consent by Sparkdit to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by
merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in
control of you that results or would result in a direct competitor of Sparkdit directly or indirectly owning or
controlling 50% or more of you shall entitle Sparkdit to terminate this Agreement for cause immediately upon
written notice.
23. General
This Agreement shall be governed by California law and controlling United States federal law, without regard to the
choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising
out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state
and federal courts located in San Mateo County, California. No text or information set forth on any other purchase
order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and
conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of
the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint
venture, partnership, employment, or agency relationship exists between you and Sparkdit as a result of this
agreement or use of the Service. The failure of Sparkdit to enforce any right or provision in this Agreement shall not
constitute a waiver of such right or provision unless acknowledged and agreed to by Sparkdit in writing. This
Agreement, together with any applicable Order Form, comprises the entire agreement between you and Sparkdit and
supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between
the parties regarding the subject matter contained herein.
24. Definitions
As used in this Agreement and in any Order Forms now or hereafter associated herewith: ''Agreement'' means these
online terms of use, any Order Forms, whether written or submitted online via the Online Order Center, and any
materials available on the Sparkdit website specifically incorporated by reference herein, as such materials,
including the terms of this Agreement, may be updated by Sparkdit from time to time in its sole discretion;
''Content'' means the audio and visual information, documents, software, products and services contained or made
available to you in the course of using the Service; ''Customer Data'' means any data, information or materialprovided or submitted by you to the Service in the course of using the Service; ''Effective Date'' means the earlier of
either the date this Agreement is accepted by selecting the ''I Accept'' option presented on the screen after this
Agreement is displayed or the date you begin using the Service; ''Initial Term'' means the initial period during which
you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription
process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter); ''Intellectual Property Rights''
means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade
names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual
property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; ''License
Administrator(s)'' means those Users designated by you who are authorized to purchase licenses online using the
Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer your
use of the Service; ''License Term(s)'' means the period(s) during which a specified number of Users are licensed to
use the Service pursuant to the Order Form(s); ''Order Form(s)'' means the form evidencing the initial subscription
for the Service and any subsequent order forms submitted online or in written form, specifying, among other things,
the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as
agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement
(in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms
of this Agreement shall prevail); ''Online Order Center'' means Sparkdit's online application that allows the License
Administrator designated by you to, among other things, add additional Users to the Service; ''Sparkdit'' means
collectively Sparkdit, Inc., a Delaware corporation, having its principal place of business in Californa; ''Sparkdit
Technology'' means all of Sparkdit's proprietary technology (including software, hardware, products, processes,
algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or
information) made available to you by Sparkdit in providing the Service; ''Service(s)'' means the Sparkdit's online
solutions and platforms (development environment) developed, operated, and maintained by Sparkdit, accessible via
https://www.Sparkdit.com or another designated web site or IP address, or ancillary online or offline products and
services provided to you by Sparkdit, to which you are being granted access under this Agreement, including the
Saleforce.com Technology and the Content; ''User(s)'' means your employees, representatives, consultants,
contractors or agents who are authorized to use the Service and have been supplied user identifications and
passwords by you (or by Sparkdit at your request).
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to
info@sparkdit.com