Content Spark LLC
Terms Of Service
Last updated: February 5, 2016
Using the Service establishes binding Terms between you as the person utilizing the service, either on behalf of yourself or any third party entity (”you”) and Content Spark. If you do not accept all of these Terms, you shall have no right to use the Service. The right to use the Service is only on the condition that you agree to the Terms. For the avoidance of doubt, “You” as used herein refers to the person accessing or using the Service, or, if the Service is being used on behalf of an organization, such as an employer, “you” means such organization. In the latter case, the person accessing or using the Service represents and warrants that he or she has the authority to do so and to bind such organization to these Terms. The Terms limit our liability and obligations to you, impose certain obligations on you, allow us to suspend or terminate your access to and use of the Service, and provide you with other important information with respect to the provision of the Services and your use thereof.
By using the Service, you represent and warrant that you have the legal capacity and authority to enter into a binding Terms to adhere to the terms and conditions set forth herein, and that the Service will be used only in accordance with these Terms and with all applicable laws. If an individual is registering or using the service on behalf of an entity or organization, that individual warrants, represents, and covenants to Content Spark that such individual is duly authorized to agree to these Terms on behalf of the organization and to bind the organization to them.
In order to use the service, you may be required to complete the designated activation process within the service. You also agree to the use of electronic communications in order to enter into these Terms and to the electronic delivery of notices as described below.
1. Grant of License; Restrictions; Support.
Your Account. You are responsible for safeguarding the access credentials that you use to access the Service. You agree to: (1) keep your access credentials secure and confidential and don’t allow any of your users to provide their access credentials to anyone else; (2) not permit others to use your account; and (3) refrain from charging anyone for access to any portion of the Services, your account, or any information therein. You acknowledge that if you wish to protect your transmission of data and/or files to Content Spark, it is your responsibility to use a secure encrypted connection to communicate with and/or utilize the Services. You will be responsible for all activity carried out under your account using access credentials made available to you and anything that happens through your account, whether or not you have authorized such activities or actions, until you close your account or prove that your account security was compromised due to no fault of your own. If you know or suspect that someone has gained access to access credentials made available to you, you agree to immediately let us know. We’ll turn off the compromised access credentials and issue new access credentials. We reserve the right to take any action we deem necessary or reasonable to ensure the security of the Services and your account, including terminating your access or the access of any of your users, changing passwords, or requesting additional information to authorize activities related to your account. In no event and under no circumstances will we be held liable to you for any liabilities or damages resulting from or arising out of: (i) any action or inaction on our part under this provision, (ii) any compromise of the confidentiality of your account, and (iii) any unauthorized access to or use of your account.
Restrictions. Your use of the Service is subject to (i) usage limits, including the quantities specified in Order Forms, (ii) our Acceptable Use Policy at /acceptable-use-policy and (iii) the restrictions set forth at . Content Spark may change usage limits at any time, and will provide you with notice of any change to such usage limit, which will become effective thirty (30) days after the date of such notice. At such time, you must either use the Service only in compliance with such updated usage limits, or close your account and the license to use the Service and these Terms shall terminate and the provisions set forth in Section 5 shall apply.
Support. In order to receive support, you must enter into an Order Form with Content Spark. If you purchase support, phone support for the service is available from 9am – 6pm Eastern Time, Monday through Friday, excluding US holidays. We provide online help at http://support.crescendocontent.com/.
Third Party Links. The Service may contain links to third-party websites or resources. You acknowledge and agree that Content Spark is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Content Spark of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
- Fees and Taxes. The nonrefundable fees for the Service, and any support and maintenance will be as specified on an Order Form separately entered into by and between you and Content Spark, and are due and payable in United States dollars and as set forth therein. You are responsible for payment of all taxes imposed by governmental authorities resulting from these Terms or your use of the Service and your receipt of any support and maintenance, whether such taxes are now or hereafter imposed.
- Confidentiality. You agree to limit disclosure of the Service and Documentation to those employees, contractors or third parties who (a) have a legitimate need for access to the Service and Documentation, and (b) have similarly agreed in writing to preserve and protect the Service and Documentation from unauthorized use, disclosure or access. You agree to maintain the confidentiality of the Service and related materials and to protect the Service and Documentation from unauthorized use, disclosure or access by using the same degree of care that you use to protect your information of a similar nature. Your obligation as to the nondisclosure of the Service and Documentation shall survive termination of these Terms. You agree to keep confidential any commercially valuable, non-public, proprietary and confidential information that is provided to you by Content Spark (including any software provided as part of the Service and related materials) (collectively, the Service, the Documentation, and all other information provided to you by Content Spark, “Confidential Information”). You agree not to disclose the Confidential Information or make the Confidential Information available to anyone, other than to your employees and contractors with a need to know such information in order to use the Service, without Content Spark’s written authorization. You will exercise no less than reasonable care to protect the Confidential Information and your account from unauthorized disclosure and access, respectively. You shall not publish, or provide any results of benchmark tests, or other evaluations of the Service without Content Spark’s prior written consent.
- Ownership; Feedback. You understand and acknowledge that all right, title and interest in and to the Service and the software, code, tools, libraries, links, proprietary methods and systems, know-how, and other technology used to provide the Service or made available to you as part of the Service (collectively, “Our Technology”): (i) copyrighted by us and/or our licensors under United States and international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by us or our licensors. Except as expressly provided in the documentation accompanying the Services, Our Technology may not be copied, modified, reproduced, republished, posted, displayed, transmitted, sold, offered for sale, or redistributed or disclosed in any way, and you may not make any derivative works of Our Technology, without our prior written permission. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology. Nothing in these Terms grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Service according to these Terms.
During the Service Period, you may periodically provide to Content Spark ideas, thoughts, criticisms, suggested improvements or other feedback related to the Service or Our Technology, including without limitation information describing the results of all evaluations and tests performed by you on the Service, including a description of how the tests and evaluations were conducted (collectively, “Feedback”). Such Feedback may include: (i) interoperability and usability of the Service, (ii) design concepts for the user-interface and functional aspects of the Service, and (iii) problems, difficulties and bugs encountered while utilizing the Service. You hereby assign to Content Spark all right, title and interest in and to the Feedback and if such ownership rights cannot be assigned, you hereby grant Content Spark a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, license, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same without restriction or obligation of any kind, on account of confidential information, intellectual property rights or otherwise. You agree to take any action Content Spark may reasonably request to perfect Content Spark’s ownership in any Feedback and shall treat Feedback as Content Spark’s Confidential Information.
Restrictions. You may not use the Service (or any components thereof) for any unlawful purpose, without limiting the generality of the foregoing:
(a) You may not use the Service, and you represent, warrant and covenant that you and your users will not use the Service, in violation of U.S. export control laws or the export or import regulations of other countries. You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain licenses to export, re-export, or import as may be required. You assume sole responsibility for all related costs and for the violation of any applicable export law or regulation.
(b) You may not use the Service if you are a citizen, national, or resident of, or are under control of, the government of Cuba, Iran, Sudan, Libya, North Korea, Syria, or any other country to which the United States has prohibited export. Each time you use the Service you represent, warrant, and covenant that: (i) you are not a citizen, national, or resident of, nor under the control of, any such country to which the United States has prohibited export; (ii) you will not export or re-export the Service, directly or indirectly, to the above mentioned countries nor to citizens, nationals or residents of those countries; (iii) you are not listed on the U.S. Department of Treasury’s Lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers, the U.S. Department of State’s List of Statutorily Debarred Parties, or the U.S. Department of Commerce’s Denied Persons List, Entity List, or Unverified List Table of Denial Orders; (iv) you will not export or re-export the Service, directly or indirectly, to persons on the above-mentioned lists; (v) you will neither use nor allow the Service to be used for, any purposes prohibited by United States federal or state law, including, without limitation, for the development, design, manufacture or production of nuclear, chemical, or biological weapons of mass destruction; and (vi) the Service will not be exported, directly, or indirectly, in violation of these laws, nor will the Service be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or any other restrictions that may be imposed by applicable law from time to time.
(c) You agree not to (and agree not to allow third parties to) (i) sublicense, publish, lease, rent, loan, transfer, or distribute the Service or any derivative thereof to any third party, (ii) modify, adapt, translate, or prepare derivative works from the Service, (iii) decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Service, (iv) decrypt data or extract portions of the Service’s files for use in other applications, (v) remove, obscure, or alter Content Spark’s or any third party’s trademarks or copyright or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Service, or (vi) upload any Content in violation of the AUP. You agree you will not tamper with, bypass or alter any security features of the Service or attempt to do so.
- Term and Termination. These Terms are effective upon your use of the Service, and remains effective through the Service Period, or until otherwise terminated as set forth herein. The “Service Period” shall begin on the date the Service is activated and shall continue for the period set forth in the applicable Order Form for the Service, which shall be renewed as agreed by the parties in writing.
In addition to the termination provisions set forth in these Terms, these Terms and your use of the Service (a) will terminate immediately without notice from Content Spark or judicial resolution if you fail to comply with any provision of these Terms, and (b) if the other party breaches any material term or condition of these Terms, including non-payment by you of fees due, and fails to cure such breach within thirty (30) days after receipt of written notice of the same. Upon such termination you must destroy all Documentation, written materials and all copies thereof provided by Content Spark with respect to the Service, as well as all Confidential Information of Content Spark, including any analyses, test results or other data created by you in connection with or while using the Service, and the sections entitled Limited Warranty, Limitation of Remedies and Damages, and General will survive any termination.
- Limited Warranty. The Service, Documentation, Confidential Information and all other information and materials are provided “AS IS” and without warranty of any kind. CONTENT SPARK AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, EITHER EXPRESS OF IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. CONTENT SPARK DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. YOU ASSUME THE ENTIRE RISK AS TO THE AVAILABILITY, RESULTS AND PERFORMANCE OF THE SERVICE. FURTHERMORE, CONTENT SPARK DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. NO ORAL OR WRITTEN REPRESENTATIONS MADE BY CONTENT SPARK OR AN AGENT THEREOF SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. CONTENT SPARK DOES NOT WARRANT ANY SERVICE THAT HAS BEEN UTILIZED IN EXCESS OF SPECIFICATIONS.
CONTENT SPARK DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION, CONTENT, DATA OR OTHER MATERIAL. CONTENT SPARK DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION, CONTENT, DATA OR OTHER MATERIAL THROUGH THE SERVICE, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES, MALICIOUS CODE OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. You understand and agree that you will be solely responsible for any damage to your computer or loss of data that results from the use of or download of any material, content, or data from the Services. No advice or information, whether oral or written, obtained by you from us through the Services or otherwise will create any warranty, representation or guarantee not expressly stated in these Terms.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. You may have additional rights that vary from state to state. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such applicable law. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONTENT SPARK’S LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, TERM, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE SERVICE AGAIN.
- Limitation of Remedies and Damages. YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL CONTENT SPARK OR ANY OF ITS AFFILIATES, OR THEIR LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR SIMILAR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF USE, LOSS OF BUSINESS INFORMATION, COSTS TO PROCURE SUBSTITUTE GOODS OR SERVICES, AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE OR ACCOMPANYING WRITTEN MATERIALS, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF CONTENT SPARK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. FOR THE AVOIDANCE OF DOUBT, CONTENT SPARK WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY CONTENT, DATA OR INFORMATION UPLOADED ONTO OR DOWNLOADED OR THROUGH THE SERVICES, OR IF YOUR CONTENT, DATA OR INFORMATION IS LOST, CORRUPTED OR EXPOSED TO UNINTENDED THIRD PARTIES. CONTENT SPARK’S TOTAL LIABILITY TO YOU, FOR DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE BASIS OF THE FORM OF ACTION, WILL BE LIMITED TO $500.00. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
- U.S. Government Users. If you are a U.S. Government user, then the Service is provided with “RESTRICTED RIGHTS” as set forth in subparagraphs (c) of FAR 52 227-19. In addition, use, duplication and disclosure by DOD agencies are subject solely to the terms of these Terms, pursuant DFARS 227.7202, as applicable. Manufacturer is Content Spark LLC, 300 Unicorn Park Drive, Woburn, MA 01801.
- Indemnification. You agree to indemnify, defend and hold harmless Content Spark, our parents, subsidiaries, affiliates, officers, directors, co-branders and other partners, employees, consultants and agents, from and against any and all claims, demands, actions, suits, proceedings, investigations, allegations, damages, costs, expenses, amounts agreed to in settlement, losses and any and all other liabilities (including reasonable attorneys’ fees and court costs) arising out of or resulting from: (i) your use of the Service; (ii) your Content or any information, data, content, software or materials that you use with, or upload to, the Services, including without limitation any violation, misappropriation, or infringement of a third party’s intellectual property rights or rights of privacy or publicity; (iii) a breach or violation of the Terms; (iv) a violation of any rights of any other person or entity; (v) your registration; (vi) any viruses, Trojan horses, worms, time bombs, spyware, malware, cancelbots or other similar harmful or deleterious programming routines input by you or your Content into the Service; or (vii) based on any failure or alleged failure to comply with any applicable law, rule or regulation in connection with your use of the Service. You agree to reimburse Content Spark for any costs or fees related to its enforcement of the Terms, including without limitation the expert fees and attorney fees regularly charged by the experts and legal counsel chosen by Content Spark.
- Your Content; Your Information; Your Data.
Your Content. Use of the Service includes the ability for you to upload information, data, files, text, videos, photographs and other content (collectively “Content”). You are solely responsible and liable for ensuring you have all necessary rights, permissions, and licenses in your Content to provide it to us, to grant the licenses granted to us hereunder and to use the Content in association with the Service.
You hereby grant Content Spark a world-wide, royalty free, fully paid up, irrevocable, perpetual, transferable, sublicenseable license, under all of your intellectual property rights, to use, copy, modify, transmit, publicly display, publicly perform, create compilations including, create derivative works of, and distribute such Content to publish and promote such Content solely for the purposes of providing the Service to you and to permit our third party service providers and vendors to exercise our rights on our behalf in connection with our provision of the Service to you. Such licenses shall apply with respect to any form, media, or technology now known or later developed.
You represent and warrant that the Content:
- will not and does not infringe the copyright, trademark, trade secret, or other intellectual property or proprietary right of others;
- will not and does not violate the privacy, publicity, or other rights of third parties or any other law, statute, ordinance or regulation;
- is not and will not be false, inaccurate or misleading;
- is not and will not become unlawful, tortious, fraudulent, defamatory, harmful to minors, obscene, pornographic, or offensive as determined by us in our sole discretion;
- will not promote bigotry, racism, hatred or harm against any individual or group as determined by us in our sole discretion;
- will not and does not misrepresent the source of the Content;
- will not and does not disclose or provide information protected under any law, agreement or fiduciary relationship, including but not limited to proprietary or confidential information of others;
- will not and does not misrepresent your identity in any way;
- will not and does not contain any viruses, Trojan horses, spyware, malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
- will not and does not advocate or encourage any illegal activity;
- will not violate, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; or
- will not and does not have the potential to create liability for us, or cause us to violate any applicable laws, rules, regulations or guidelines, or cause us to violate the requirements of our third party service providers or vendors or result in any suspension of the Services.
We do not endorse any Content or any opinion, recommendation, or advice expressed in any Content, and we expressly disclaim any and all liability in connection with any Content. We may decide whether any Content is inappropriate or not in compliance with these Terms and reserve the right to remove Content and / or suspend or terminate your use of the Services at any time, without prior notice and in our sole discretion. ANY USE OF CONTENT PROVIDED BY OTHERS, INCLUDING OTHER CUSTOMERS, IS ENTIRELY AT YOUR OWN RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT ANY CONTENT AVAILABLE ON THE SITE OR THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION WITH RESPECT TO SUCH CONTENT’S QUALITY, ACCURACY, INTEGRITY, LEGALITY OR RELIABILITY.
Your Data. You shall own all right, title and interest in and to the data generated from use of your Content (“Your Data”), including all reports, statistics, and other data to the extent generated solely from use of your Content, and all intellectual property rights therein; provided, however, that during the term of these Terms, you grant to Content Spark a worldwide, non-exclusive, royalty-free license to aggregate or compile your Data with other data, including the customer data of other Content Spark customers so long as such aggregation or compilation omits any data that would enable the identification of you, your clients, or any individual, company or organization (“Aggregated Data”). You hereby grant us a world-wide, royalty free, fully paid up, irrevocable, perpetual, transferable, sublicenseable license, under all of your intellectual property rights, to use, copy, modify, transmit, publicly display, publicly perform, create compilations including, create derivative works of, and distribute such Aggregated Data and to publish and promote such Aggregated Data, including without limitation all reports, statistics or analyses created or derived therefrom, for any purpose whatsoever.
You grant Content Spark the right to use your company name and logo in promotional material and website. If you need an exception to this, please send us an email before you sign up.
- Change in Terms; Changes to the Service. You have the right to access and use the Service as it exists on any given day and Content Spark has no other obligation with respect to updating, improving, maintaining, or making available the Service. Content Spark reserves the right at any time to modify, suspend, or discontinue providing the Service or any part thereof, or modify prices for all or part of the Service, in its sole discretion with or without notice. However, Content Spark will use commercially reasonable efforts to notify you of modification, suspension, or discontinuance of the Service or change in prices either by sending an email to the email address you provide with your registration or by a posting on /. All of these changes shall be effective upon their posting on our site or by direct communication to you unless otherwise noted. If you object to any such changes, your sole recourse will be to cease use of the Service. Continued use of the Service following notice of any such changes will indicate your acknowledgement of and agreement to such changes. You agree that we, in our sole discretion, may immediately terminate your access to the Service at any time, for any reason. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICES OR FOR ANY CHANGES WE MAY MAKE.
From time to time, Content Spark may issue new releases, revisions, or enhancements to the Service available to you free of charge or for a fee. New releases, revisions or enhancements may be licensed only to the extent that you hold a valid license to use the Service being updated or upgraded, and you may use them only in accordance with Content Spark’s then-current terms and conditions, and any additional license terms that may accompany them.
Content Spark reserves the right at any time to modify these Terms in its sole discretion, without liability to you by posting the newest version on its website. However, Content Spark will use commercially reasonable efforts to notify you of any change to these Terms either by sending an email to the email address you provide with your registration or by a posting on /. These, as amended, will be effective upon acceptance of registration for new users and effective for all existing users seven (7) days after the posting of any amended terms on the Content Spark website. You agree to be bound by these Terms, as modified. If you do not agree to any changes to these Terms, you must terminate your use of the Service immediately, which shall be your sole and exclusive remedy.
- Electronic Communications. We can only give you the benefits of our Service by conducting business through the Internet, and therefore we need you to consent to our giving you Communications (defined below) electronically. This Section 13 informs you of your rights when receiving Communications from us electronically. For contractual purposes, you (i) consent to receive Communications from us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communications”) that we provide to you electronically satisfy any legal requirement that such Communications would satisfy if they were in writing. Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. The foregoing does not affect your non-savable rights. You may also receive a copy of this Terms of Service at our website. You may withdraw your consent to receive Communications electronically by contacting us in the manner described below. If you withdraw your consent, from that time forward, you must stop using the Services. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all Communications without interruption.
- Governing Law; Jury Trial Waiver. The Service is developed and controlled by Content Spark in The Commonwealth of Massachusetts, USA. You agree that the Terms and your use of the Service will be governed by the laws of the Commonwealth of Massachusetts, USA, without giving effect to its principles of conflicts of laws. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to the Terms or your use of the Service shall be filed only in the state or federal courts located in Commonwealth of Massachusetts, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. Those who choose to access the Service from locations outside of Massachusetts are responsible for compliance with all applicable local laws. If we take action against you as a result of your breach of these Terms, we will be entitled to recover from you, and you agree to pay, our reasonable attorneys’ fees and costs incurred in connection with such action, in addition to any other relief granted to us. Our failure to act with respect to a breach of the Terms shall not constitute a wavier of our rights with respect to such breach or subsequent breaches. YOU HEREBY IRREVOCABLY WAIVE YOUR RIGHT TO A JURY TRIAL.
- General. Should any term or condition contained in the Terms be declared void or unenforceable, such declaration shall have no effect on the remaining terms. Section headings are for convenience only and shall not affect the construction or interpretation of the Terms. You acknowledge you have read the Terms and agree that it is the complete and exclusive statement of the agreement between the parties with respect to the subject matter hereof, and supersedes all prior proposals and understandings, oral and written, relating to the subject matter thereof. Failure or delays by Content Spark in the performance of any obligation hereunder shall be excused if such failure or delay is due to causes beyond Content Spark’s reasonable control, including, without limitation, fire, strike, war, riots, acts of any civil or military authority, acts of God, acts of terrorism, or endemic failures on the World Wide Web, denial-of-service attacks, or interruptions of telecommunications service or access. The failure of either party to enforce any rights contained in the Terms, or to take action against the other party in the event of a breach, shall not be deemed to be a waiver by that party as to the subsequent enforcement of rights. You acknowledge that, in the event of your breach of any of the provisions of the Terms, Content Spark will not have an adequate remedy in money or damages, and Content Spark shall be entitled to seek an injunction against such breach (without the necessity of posting a bond). Content Spark’s right to seek injunctive relief shall not limit its right to seek other remedies. You may not assign or transfer any of your rights or obligations under the Terms to a third party without the prior written consent of Content Spark. Content Spark may freely assign the Terms. Any attempted assignment or transfer in violation of the foregoing will be void from the beginning. The relationship between the parties shall not be construed to be that of employer and employee, nor constitute a partnership, joint venture or agency of any kind. Neither party shall have any right to enter into any contracts or commitments in the name of, or on behalf of, the other party, or to bind the other party in any respect whatsoever. Where Content Spark has provided you with a translation of the English language version of the Terms, and/or any other documentation, you agree that the translation is provided for your convenience only and that the English language versions will govern. You shall pay on demand all of Content Spark’s reasonable attorney fees and other costs incurred by Content Spark to enforce the Terms or to collect any fees or charges due Content Spark under the Terms following your breach of your payment obligations under the Terms.
- Contacting Us; Notices; Violations. If you have any questions or concerns about the Services, your registration, or anything else, please follow the Contact Us link on the Site, or send an email to firstname.lastname@example.org. We may give notice to you by email, a posting on our website or your account, or other reasonable means. You must give notice to us in writing via email to email@example.com or as otherwise expressly provided. Please report any violations of the Terms to us at firstname.lastname@example.org.