Terms of Service
​​SPRKLII, LLC
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WEBSITE TERMS OF USE
These Website Terms of Use (“Terms of Use”) are applicable to the websites (“Websites”) of SPRKLII, LLC (collectively, “we”, “us”, “our”, or the “Company”). In addition to the Websites, these Terms of Use are also applicable to all of the Company’s tools, documents, applications (including mobile applications and websites), and other services. Collectively, we call all of these Websites, tools, and applications “Services.” Please read this document carefully as it is a legally binding agreement between you and your heirs and representatives, further, if you are using the Services on behalf of an entity or company for whom you represent, this is a legally binding agreement on such entity (collectively, “you”), and us.
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1. ACCEPTING THE TERMS OF USE AND CHANGES TO THE TERMS OF USE.
By accessing or using the Services, you are agreeing to these Terms of Use and entering into a legally binding agreement with us. If you do not agree to the Terms of Use, including the binding arbitration clause and class action waiver contained in Section 13 below, you may not use and shall immediately cease to use the Services or create an account.
We may change or amend these Terms of Use from time to time. We will post a revised copy on this page. We encourage you to check regularly for any updates. If we make any material changes to these Terms of Use, we will notify you via email or on the Services if appropriate. Otherwise, your continued use of the Services following such changes will constitute your acceptance of any new or modified terms.
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2. ELIGIBILITY AND REGISTRATION.
By using the Services, you represent, acknowledge and agree that you are at least 18 years of age, or if you are under 18 years of age but are at least 13 years old (a “Minor”), that you are using the Services with the consent of your parent tor legal guardian and that you have received your parent’s or legal guardian’s permission to use the Services and agree to the Terms of Use. If you are a parent or legal guardian of a Minor, you hereby agree to bind the Minor to these Terms of Use and to fully indemnify and hold harmless the Company if the Minor breaches any of these Terms of Use. If you are not at least 13 years old, you many not use the Services at any time or in any manner or submit any information to the Company or its Websites. You may choose to create an account and provide certain information, including your name, credit card information, a valid email address and contact information. If you want to participate, you will have to register with us. You agree to provide accurate and truthful information and to keep it accurate and updated. It is your responsibility to maintain the confidentiality and security of your information, and you agree to notify us immediately if there has been any unauthorized use of your information. You may not share your password with unaffiliated third parties. You are fully responsible for all uses of your password, account and username, or registration, whether by you or others. We are authorized to act on instructions received through use of your account or registration, and are not liable for any loss or damage arising from your failure to comply with this Section. By providing your information, you consent to us contacting you about your interest in us or the Services by email, phone, or through any other contact information you have chosen to provide. Please review our Privacy Policy or additional information on your personal information.
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3. SERVICE RULES.
There are a number of rules you must follow to use the Services. You agree not to use the Services in any way that:
• Violates these Terms of Use;
• Allows you to scrape, monitor, or copy any part of the Services in an automated way, using any robot, scraper, or other method of access other than manually accessing the publicly-available portions of the Services;
• Attempt to decipher, decompile, disassemble, or reverse-engineer any portions of the Services;
• Creates any derivative works from the Services;
• Impairs our computer systems or transmits software viruses, worms, or other harmful files;
• Interferes with any other party’s use and enjoyment of the Services;
• Attempts to gain unauthorized access to the Services;
• Uses any part of the Services in unsolicited mailings or spam material;
• Violates any third party’s rights, including copyright, trademark, privacy rights, or any other intellectual property or proprietary right;
• Threatens, stalks, harms, or harasses others, misleads or deceives others, promotes bigotry or discrimination, defames others, or is otherwise objectionable; solicits personal information, promotes illegal substances, or submits or transmits pornography; or ï‚· Violates any laws or attempt to use the Services for any illegal purpose.
Failure to abide by these Terms of Use shall result in immediate termination of your rights to use the Services, or engage any way with us, in addition to any other rights or remedies we have under appliable laws.
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4. PRIVACY STATEMENT.
Our use of your information is governed at all times by our Privacy Policy. The Privacy Policy explains our practices relating to the collection and use of your information in connection with the Services, and is incorporated into these Terms of Use. By using the Services, you consent to the collection and use of your information as set forth in the Privacy Statement.
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5. INTELLECTUAL PROPERTY.
All parts of the Services, including the selection, compilation, arrangement, and presentation of all materials and the Websites, tools, and applications, are copyrighted by us or our licensors and content suppliers, and are protected by U.S. and international laws. You agree to abide by all applicable copyright laws, as well as copyright notices or restrictions posted on the Services, and you acknowledge that use of any content of the Services without our express prior written permission is strictly prohibited.
You may not use any of our trademarks, trade names, service marks, copyrights, or logos in any manner which creates the impression that such items belong to or are associated with you, unless you have our written consent. You acknowledge that you have no ownership rights in or to any of such items.
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6. YOUR LICENSE TO USE THE SERVICES.
The Services are owned exclusively by us. However, we grant you a limited, non-exclusive, nontransferable license to access and use the Services only as expressly permitted in these Terms of Use. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Services, except as expressly permitted in these Terms of Use. Any violation by you of these license provisions may result in the immediate termination of your right to use the Services. We reserve all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws.
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7. YOUR CONTENT AND SUBMISSIONS.
You are solely responsible for all content that you publish, transmit, upload, distribute or otherwise make available or submit to or through the Services (collectively, “Submissions”). Your Submissions may be identified by your actual name and/or your username. You acknowledge that once published, you cannot withdraw such Submissions except as may be explicitly provided. Unless we indicate otherwise, you grant us a nonexclusive, transferrable, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display any Submissions throughout the world in any form.
You represent and warrant that you own or otherwise control all of the rights to your Submissions and that your Submissions will not violate the Terms of Use or cause injury to any other person or entity. We take no responsibility and assume no liability for any material, content, opinion, recommendation, or advice provided by you in your Submissions or by any third party. We have no obligation to post any of your Submissions, and reserve the right to post our own versions of that content instead of yours in our sole discretion.
You assign us the right to pursue enforcement of copyright and other intellectual property claims against third parties that have, without authorization, and in violation of the Terms of Use, scraped, copied, or distributed content from your Submissions and for which you have not granted such third parties a separate license to use.
Please review our Privacy Statement prior to making any Submissions. If you do not agree with our Privacy Statement, you may not make any Submissions.
In addition to complying with the rules specified in these Terms of Use, you agree to comply with the following rules when making any Submissions. This list is not meant to be exhaustive, and we reserve the right to determine what types of conduct we consider to be inappropriate use of the Services. In the case of inappropriate use, we may take such measures as we determine appropriate, in our sole discretion. You agree that we have the right to delete, modify or remove any Submissions, at any time in our sole discretion and that you are solely responsible to backup any such content. You agree that when you use the Services you do so at your own risk and that you understand that Submissions that you see may not be accurate. While we may monitor Submissions, we are under no obligation to do so.
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8. REPORTING COPYRIGHT INFRINGEMENT.
We have adopted and reasonably implemented a policy that provides for the termination in appropriate circumstances of subscribers and account holders of our Services who are repeat copyright infringers. If you believe your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, you may provide our Copyright Agent with a written DMCA Notice of Alleged Infringement (“Notice”). You must do all of the following in your written Notice for it to be valid:
A. Identify the copyrighted work that you claim has been infringed.
B. Identify the material that you claim is infringing (or to be the subject of infringing activity) and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material, including (if the Content is on our website) the URL of the link shown on the website where such material may be found.
C. Include your mailing address, telephone number, and, if available, email address.
D. Include both of the following statements in the body of the Notice (if these statements are untrue, you cannot submit the Notice): “I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).” The information in this Notice is accurate and, under penalty of perjury, I affirm that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.” E. Provide your full legal name and your electronic or physical signature.
Deliver this Notice, with all items completed, to Company’s Copyright Agent at sprkliibusiness@gmail.com,
To be valid, a Notice must be in writing and must follow the instructions above.
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9. DISCLAIMER OF WARRANTIES.
YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND
ACKNOWLEDGE THAT ALL INFORMATION CONTAINED IN THE SERVICES IS
PROVIDED “AS IS” AND “AS AVAILABLE,” AND THAT WE DISCLAIM ALL
WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO THE SERVICES, INCLUDING,
BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. We make no representations or guarantees that the Services are compatible with your equipment or that the Services, or that any electronic communications sent by us or our affiliates, are error-free or will be free from loss, destruction, damage, interruption, corruption, attack, viruses, worms, or other harmful, invasive, or corrupted files, interference, hacking, or other security intrusion, and we disclaim any liability relating thereto. You agree that we have the right to change the content or technical specifications of any aspect of the Services at any time in our sole discretion. You further agree that such changes may result in your being unable to access the Services at any time and this may interfere with your ability to access the Services or any auctions.
We make no guarantees, representations, or warranties that the Services or information available through the Services, or that the use of or result of the use of the Services, will be accurate, reliable, complete, current, uninterrupted, or without errors. Any documents, pictures, or other information available on the Services are for informational purposes only, and may not represent the current condition of a property or the condition of the property at the time of a visit. You are encouraged to conduct your own due diligence and investigate all matters relating to any properties.
You understand and acknowledge that the information provided through the Services is subject to change at any time and without notice.
Some of the available content, services, and information may include materials that belong to or that are submitted by third parties. You acknowledge that we assume no responsibility for such content, services, or information. You acknowledge that such third party content, services and information may have additional terms of use that must be agreed to either prior to or upon accessing and that by accessing such content, services and information you agree to all such additional terms of use. The content of other websites, services, goods, or advertisements that may be linked to or from the Services is not maintained or controlled by us. We do not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Services; (b) guarantee the accuracy, completeness, usefulness or adequacy of any other websites, services, or goods, that may be linked to or from the Services; or (c) make any endorsement of any other websites, services, or goods that may be linked to or from the Services.
You understand and acknowledge that you are capable of evaluating the merits and risks of using the Services, and are able to bear any such risks.
10. LIMITATIONS OF LIABILITY.
UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO OUR
NEGLIGENCE, SHALL WE, OUR SUBSIDIARIES, OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING FROM USE OF OR INABILITY TO USE THE SERVICES, INCLUDING THOSE CAUSED BY ANY FAILURE
OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN
OPERATION OF TRANSMISSION, COMPUTER VIRUS, OR LINE FAILURE IN
CONNECTION WITH YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS
MAY OR MAY NOT APPLY TO YOU. TO THE EXTENT PERMITTED BY LAW, OUR
AGGREGATE LIABILITY IN CONNECTION WITH THE SERVICES FOR DAMAGES,
WILL NOT BE GREATER THAN THE AMOUNT YOU PAID TO ACCESS THE SERVICES (SUCH AS AN APPLICABLE DEPOSIT) OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.
If you are now, or at any time during your use of the Services, a California resident, you hereby waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
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11. INDEMNITY.
You agree to indemnify, defend, and hold us, our subsidiaries, and affiliates harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to: (i) your access to or use of the Services; (ii) your violation of any third party right, including without limitation any copyright, property, or privacy right; (iii) the content of your Submissions; or (iv) your breach of the Terms of Use. We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate in such defense. You agree not to settle any matter in which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
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12. TERMINATION OR STOPPING USE OF THE SERVICES.
You can stop using the Services at any time and for any reason.
Without prior notice, we may revoke your registration, suspend your ability to use certain parts of the Services, and/or terminate your access to the Services at any time in our sole and absolute discretion. We may also modify, suspend, or discontinue the Services in any way in our sole and absolute discretion.
If you breach or threaten to breach any provision of these Terms of Use, in addition to terminating your right to use the Services, we shall be entitled to seek injunctive or equitable relief to enforce the provisions hereof, but nothing herein shall preclude us from pursuing any action or other remedy for breach or threatened breach of these Terms of Use. If we prevail in such action, we shall be entitled to recover from you all reasonable costs, expenses, and attorneys’ fees incurred in connection therewith.
In order to protect the Services, we reserve the right at any time to block users from certain IP addresses from accessing and using the Services. We may also request that you stop accessing or permanently destroy certain content or information available through the Services.
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13. BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.
Please read this section carefully – it may significantly affect your legal rights, including your right to file a lawsuit in court and to have a jury hear your claims.
By using the Services, you irrevocably agree: (a) to waive all rights to trial in a court before a judge or jury on any claim, action or dispute with us or relating in any way to your use of the Services or the interpretation, applicability, enforceability or formation of these Terms of Use including, but not limited to, any claim that all or any part of this agreement is void or voidable (“Claims”); (b) that all Claims will be determined exclusively by final and binding arbitration in Hamilton County, Ohio before one arbitrator; and (c) that the arbitrator will not have the authority to consolidate the Claims of other users of the Services (“Users”) and will not have the authority to fashion a proceeding as a class or collective action or to award relief to a group or class of Users in one arbitration proceeding.
The arbitration shall be administered by the American Arbitration Association pursuant to its applicable Rules and Procedures. Notwithstanding these rules, however, such proceeding shall be governed by the laws of the State of Ohio, Hamilton County, without regard to any of its conflicts of laws provisions or rules of construction concerning the drafter. All parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
All arbitrations shall be conducted in Hamilton County, Ohio, unless otherwise required by the arbitrator.
The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Claims. However, nothing in this section shall prevent us from enforcing our intellectual property rights and/or remedy unfair competition, misappropriation of trade secrets, unauthorized access, fraud or computer fraud, and/or industrial espionage in court, whether by legal or equitable relief.
Judgment on any arbitration award may be entered in any court having jurisdiction. In any arbitration arising out of or related to these Terms of Use, the arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a party to be a prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.
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14. SERVICES AUDITING AND MONITORING.
We reserve the right to audit and monitor (manually or through automated means) the use of the
Services to ensure compliance with the Terms of Use and to maintain and improve the provision of the Services. We also may, but are not required to, monitor the content on the Services using manual review or technical measures to screen, block, filter, edit or remove content. We may terminate or suspend users’ accounts or delete, edit or remove content that we, in our sole discretion, deem illegal, offensive, abusive, in violation of the Terms of Use or our other policies, or otherwise inappropriate or unacceptable. All enforcement determinations are made in our sole discretion, and we will not incur any liability or responsibility if we choose to remove or delete any content.
You acknowledge, consent, and agree that we may access, preserve, and disclose information about your use of the Services, including your communications and content you submit, if required to do so by law or in a good faith believe that such access, preservation, or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the Terms of Use; (iii) respond to claims that any content you submit violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of us, our users and the public.
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15. GENERAL TERMS
A. Notices and Electronic Communications. We may provide you with notices, including those regarding changes to the Terms of Use by email, regular mail, telephone or communications though the Services. When you use the Services, you consent to receive communications from us electronically and through each of the foregoing methods. By engaging in any telephone conversation with our agents or employees, you consent to our recording such telephone call. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that you have the ability to store electronic communications such that they remain accessible to you in an unchanged form.
B. Compliance with Applicable Laws: These Terms of Use The Services are controlled within the United States of America and directed only to individuals residing in the United States. We do not represent that the materials in the Services are appropriate or available for use in any particular location or jurisdiction. Those who choose to access the Services do so on their own initiative and are responsible for compliance with all applicable laws. We reserve the right to limit the availability of the Services to any person, geographic area or jurisdiction at any time in our sole discretion. You represent and warrant that: (a) you are not located in a country subject to trade sanctions or economic embargoes under the laws of the United States of America (“US Sanctioned Countries”); (b) none of you, your affiliates, members, directors or other equity owners (excluding holders of publicly traded shares), and none of their principal officers and employees are (i) listed on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury
(“OFAC”) (available at http://www.treasury.gov/resource-center/sanctions/SDNList/Pages /default.aspx) (an “OFAC Listed Person”), (ii) an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, any OFAC Listed Person or US Sanctioned Country, or (iii) otherwise blocked, subject to sanctions under or engaged in any activity in violation of other U.S. economic sanctions; and (c) none of you, your affiliates, members, directors or other equity owners (excluding holders of publicly traded shares), and none of their principal officers and employees are in violation of (i) any applicable anti-money laundering laws, including those contained in the Bank Secrecy Act; (ii) any applicable economic sanctions laws administered by OFAC of the U.S. Department of State; or (iii) any applicable anti-drug trafficking, anti-terrorism, or anti-corruption laws, civil or criminal.
C. Governing Law. The laws of the State of Ohio and applicable United States law govern these Terms and matters arising out of or relating to the Services, without giving effect to such state’s conflicts of law principles or rules of construction concerning the drafter. You hereby irrevocably and unconditionally submit to the jurisdiction of the federal and state courts venued in Hamilton County, Ohio for the purpose of any suit, action, or other proceeding arising out of or based upon these Term, your access to or your use of the Services, which courts are the exclusive forum for any such suit, action, or other proceeding.
D. Miscellaneous. You acknowledge that these Terms of Use, any other policies or terms incorporated herein, either in their entirety or by explicit reference, and any other terms and conditions on the Services, constitute the entire agreement between you and us and govern your use of the Services. If any provision of the Terms of Use is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible by law, and the other provisions of the Terms of Use will remain in force. Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision unless acknowledged and agreed by us in writing. We may assign the Terms of Use and delegate certain responsibilities, obligations, and duties under or in connection with the Terms of Use in our sole discretion.