Terms

Last Updated: May 2025

These General Terms and Conditions, together with any valid order form for an initial purchase or renewal that references these General Terms and Conditions (each, an “Order Form”, and together with these General Terms and Conditions, this “Agreement”), sets forth the terms and conditions that apply to your access and use of the website https://spark.re/ and related websites (collectively, the "Site"), owned and operated by Spark RE Technologies Inc. (dba Spark) ("Spark", “we”, “our” or “us”) and the services available thereon, including without limitation the services that enable you to sell, market, lease and manage pre-development and pre-construction real estate development projects (the “Services”) of your customers (“Your Customers”).

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 THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

USE AND ACCESS TO THE SERVICES

Accessing the Services. Subject to the terms and conditions of this Agreement, Spark grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right, during the Term, for you and Your Customers to access and use the Services specified on an Order Form, solely for internal business purposes.

Your Profile Information and Account

You agree that Spark is providing you with one user identification reference that you shall use to create a username and password (together, the “User ID”) to the extent, and only to the extent, necessary to access and use the Site and Services in accordance with this Agreement. You agree and understand that you are responsible for maintaining the confidentiality of your User ID. That User ID, together with any or other user information you provide, will form your "Profile Information" and allow you to access your account (“Account”). You will provide true, accurate, current and complete information about yourself, and you agree not to misrepresent your Profile Information. You represent and warrant to Spark that you have not misrepresented any Profile Information. You are responsible for any Profile Information that may be lost or unrecoverable through the use of the Site or Services.

Your Responsibilities Regarding End Users. You may grant additional users (“End Users”) access to the Services for your internal business purposes. You are responsible for the conduct of your End Users and for ensuring that End Users abide by the terms of this Agreement at all times in connection with their use of the Services. It is your responsibility to (i) inform End Users of any relevant Spark policies, practices and settings that you elect to enforce related to End Users’ use of the Services; (ii) give all notices to, and obtain any rights, permissions or consents from End Users that are necessary for your lawful use of the Services and the Processing of Customer Data by or on behalf of Spark in connection with your use of the Services; and (iii) respond to and resolve any dispute between you and an End User related to or based on your Data and/or you Processing of that Customer Data in connection with your use of the Services.

Login Credentials. You and your End Users are responsible for all login credentials, including usernames and passwords, and Spark shall not be liable for any damages or losses that may occur as a result of your failure, or the failure of End Users, to maintain the confidentiality of their login credentials. End Users are not permitted to share or use the same login credentials to the Services. Spark reserves the right to refuse registration of or cancel passwords it deems inappropriate. You are responsible for notifying Spark at support@spark.re if it becomes aware of any unauthorized use of or access to their Account or any End User Account.

Equipment. You shall be responsible for obtaining, maintaining and securing any equipment used to access the Services.

Support and Maintenance. Spark may update any aspect of the Services at any time in its sole discretion. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of circumstances beyond Spark’s reasonable control. Spark shall use reasonable efforts to provide advance written notice of any scheduled service disruption.

Spark may access your Account or End User Accounts in order to respond to and resolve support requests, to maintain the Services, to set up and manage your Account and End User Accounts, and as otherwise required to provide the Services.

Intellectual Property Rights

‍All material available on the Site and all material and services (including but not limited to the Services) provided by or through Spark, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software, all informational text, software documentation, design of and "look and feel," layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the "Materials"), are owned by us or our licensors or service providers, and are protected by copyright, trademark, trade secret and other intellectual property laws.

Security

If Spark, in its sole discretion and without notice, considers that there is an immediate security or operational risk to the Services, any of its, your, or a third party system, then Spark may immediately suspend access to or use of the Services. The suspension of use and access is not a breach of this Agreement. You acknowledge that the preservation of security, confidentiality and data is paramount. Spark has no liability to you for suspending the Services under this provision.

Feedback

This section does not apply to Content (as defined below); however you agree that any ideas, suggestions, concepts, processes or techniques which you provide to Spark related to the Services, the Site or Spark or its business ("Feedback") are and shall be Spark's exclusive property without any compensation or other consideration payable to you by Spark, and you do so of your own free will and volition. Spark may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative Spark may decide into the Site, its software, services, documentation, business or other products, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to Spark in any Feedback and, as applicable, waive any moral rights.

Content

The Site and the Services available thereon enable you to upload, transmit or process content, including but not limited to text, images, video, data, and other information or content related to services you provide to your Customers, including lead information, inventory information and contract information (collectively, “Content”). You acknowledge and agree that you are solely responsible for all Content you upload, transmit or process and that you have all of the necessary rights, authorizations and licenses to provide Content to Spark.

Spark will use Content you upload solely for the purposes set forth in this Agreement, and for no other reason. You agree that Spark is not responsible for any violations of any third party intellectual property rights in any Content that you submit to Spark.

Personal Data

For the purposes of this Agreement and the Privacy Policy, “personal information” is any information about an identifiable individual, as defined in our Privacy Policy. To the extent any Personal Information is uploaded to the Services, it will be used, collected, stored and disclosed solely for the purposes contemplated under this Agreement and in accordance with the Spark Privacy Policy.

You acknowledge and agree that when you or your Customer’s access and use the Site or Services, or when Content is processed through the Services, the Services may generate aggregated, non-identifiable and/or anonymized metadata, information, insights, markers or other data (“Aggregated Data”), which is owned exclusively by Spark. Without limiting the generality of the foregoing, aggregated Data may be used to provide or improve the Services. Where you choose to utilize or connect certain services from third parties with the Services, you agree that Spark may share your lead data with such designated third parties. You are still responsible for any and all personal information that is part of any Content.

FEES & SUBSCRIPTIONS

Calculation of Fees. You may purchase the Services by executing an Order Form and paying any applicable fees set out thereon (“Fees”). Fees are billed in advance and are nonrefundable unless otherwise stated herein. Billing dates are determined by the effective date of the Platform and Project Fees as stipulated in the Order Form. If your use of the Services exceeds the number of purchased projects and/or End User Accounts or otherwise requires the payment of additional Fees under this Agreement, you will be charged for such usage and you agree to pay the additional Fees for the applicable term. Unless otherwise agreed upon in writing, the Fees for a renewal of the Term or for any additional subscriptions purchased by you shall be calculated according to the price(s) then specified within the applicable Order Form.

Payment and Billing.

Unless a substitute payment mechanism has been agreed to by Spark, a valid credit card is required to subscribe to the Services. You agree that Spark, or our third party service providers, may store your credit or charge card information for the purposes of completing your purchase of the Services. You expressly agree that we are authorized to charge you (i) a fee for any applicable Services for which you have subscribed to on an Order Form, (ii) any other fees for Services you may purchase, (iii) any charges for use of the Services in excess of the usage or other limits placed on your use of the Services (and you hereby consent to such charges and agree we are not required to notify you of any such charge in advance) and (iv) any applicable taxes in connection with your use of the Services. If the credit or charge card you provide expires and you do not provide new credit or charge card information or cancel your account, you authorize us to continue billing you and you agree to remain responsible for any uncollected fees.

Full payment for invoices must be received by Spark within the due date specified on the invoice. If you fail to pay your Fees within thirty (30) days of Spark’s notice that payment is delinquent, or if you do not update your payment information upon Spark’s request, in addition to Spark’s other remedies, Spark may suspend access to and use of the Services by you and your End Users. You shall reimburse Spark for all reasonable costs incurred (including reasonable attorney’s fees) in collecting past-due amounts. You agree to promptly inform Spark of any changes to your Account information and payment information.

Taxes. You take full responsibility for all taxes and fees of any nature associated with the Services, including any sales tax related to any purchase or sale of services or goods under this Agreement.

Billing Disputes. If you believe that Spark has billed you incorrectly, you must contact Spark no later than thirty (30) days after invoice date in which the error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to Spark’s billing department at billing@spark.re.

Upgrades. If you choose to upgrade your Subscription Plan or increase the number of projects or increase the number of Users authorized to access and use a Service during a Term, any incremental Fees associated with such upgrade will be charged in accordance with the Fees that exist between you and Spark during the applicable Term. The Term for additional End Users and projects shall be coterminous with the then-current Term for the existing End Users. In any subsequent Term, your Fees will reflect any such upgrades. Any discount provided to you is applicable only to the initial Term detailed in an Order Form and will not be applied to any subsequent Terms.

Downgrades. You may not reduce the number of project subscriptions during any Term. If you are on an Annual Subscription Plan, you have the option to reduce the number of projects or convert to monthly billing for a subsequent annual billing period by providing Spark with forty-five (45) days written notice prior to the end of your then-current annual billing period. If you are on a Monthly Subscription Plan, you have the option to reduce the number of projects for a subsequent monthly billing period by providing Spark with forty-five (45) days written notice prior to the end of your then-current monthly billing period.
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You have the option to reduce the number of End Users or units for a subsequent annual or monthly billing period by providing Spark with thirty (30) days written notice prior to the end of your then-current annual or monthly billing period.

Payment Portals. If you mandate Spark to use a vendor payment portal or compliance portal that charges Spark a subscription fee or a percentage of any uploaded invoice as a required cost of doing business, you shall be invoiced by Spark for, and you are obligated to pay, the cost of this fee.

TERM AND TERMINATION

Term. Spark shall provide the Services to you for the initial term specified in the Order Form (the “Initial Term”), which shall renew automatically for additional and successive renewal terms (each a “Renewal Term”). If the length of the Renewal Term is not specified in the Order Form, then each Renewal Term will be equal to the duration of the Initial Term. The Initial Term, and each Renewal Term, if any, are referred to herein as the “Term”. In a Renewal Term, Spark may increase the fees to reflect changes to our list prices. You will receive a renewal and price increase notice at least fifty (50) days prior to renewal or account changes.

Non-Renewal. Either party may provide written notice of non-renewal at least forty-five (45) days prior to the end of the-then current Initial Term or Renewal Term, in which case this Agreement will terminate upon completion of the then-current Initial Term or Renewal Term. You may submit such request for termination to your customer success manager or support@spark.re.

Termination for Cause. Either party may terminate this Agreement if the other party fails to cure any material breach of this Agreement within forty-five (45) days after written notice to the other party. You may terminate your subscription if you cease your business operations or become subject to insolvency proceedings and such proceedings are not dismissed within sixty (60) days.

Effects of Termination. Upon any termination, Spark may immediately deactivate your Account and any associated End User Account; provided, however, that in no event shall any such deactivation relieve you of any obligation to pay Fees accrued or payable to Spark or of any liability pertaining to your use of the Services prior to such termination. In no event will Spark’s termination for cause relieve you of your obligation to pay any Fees payable to Spark for the period prior to termination. Except for your termination for Spark’s uncured material breach of this Agreement, you must pay any unpaid Fees incurred for the remainder of the then-current Subscription Term.

Data Export. Spark will make all your Data available to you for electronic retrieval for thirty (30) days after termination. Spark is under no obligation to store your Content and may delete your Account and your Content immediately upon cancellation or may keep your Account and your Content for up to 90 days following the last day of the month of cancellation.

Suspension and Other Remedial Action. In addition to any other remedies that may be available, Spark reserves the right to take any remedial action it deems necessary to prevent disruption to the Services or harm to others, without liability to Spark. Remedial actions may include, but are not limited to, the immediate suspension or termination of your Account or an End User Account. Spark will use commercially reasonable efforts to provide you with advance notice of terminations and suspensions when practicable, but if Spark determines that the actions of a you or End User endanger the operation of the Services or pose a threat of imminent harm to others, Spark may suspend access to the Services without notice. Spark reserves the right to notify you and/or the administrator associated with your Account with respect to an End User’s violation of the terms of this Agreement.

Confidential Information

“Confidential Information” means any and all information disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) that is not public information and that is marked “confidential” or “proprietary” or which the Receiving Party knows or ought reasonably to know is regarded by the Disclosing Party as such, including oral information. All of your Content is your Confidential Information. The Receiving Party agrees (i) to hold the Disclosing Party’s Confidential Information in strict confidence, (ii) to limit access to the Disclosing Party’s Confidential Information to those of its employees, contractors or agents having a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein, and (iii) not to use the Disclosing Party’s Confidential Information for any purpose except as expressly permitted hereunder. Notwithstanding the foregoing, the Receiving Party will not be in violation of this section with regard to a disclosure that was in response to a valid court order, the advice of outside legal counsel that such disclosure must be made by it in order that it not commit a violation of law or requirement by a court or other governmental body, provided that the Receiving Party gives the Disclosing Party prior written notice of such disclosure in order to permit the Disclosing Party to seek confidential treatment of such Confidential Information.

The restrictions on use and disclosure of Confidential Information set forth herein will not apply to any Confidential Information, or portion thereof, which (i) is or becomes a part of the public domain through no act or omission of the Receiving Party, (ii) was in the Receiving Party’s lawful possession prior to the disclosure, as shown by the Receiving Party’s competent written records, (iii) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, as shown by the Receiving Party’s competent written records, or (iv) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure.

Acceptable Use and Conduct:

You agree that you will not publish or make available any Content that, or use the Site or Services in a manner that:

(a) infringes, violates or misappropriates any third party’s intellectual property or proprietary rights;

(b) contains software viruses, Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(c) is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;

(d) includes personal or identifying information about another person in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Site or Services to users;

(e) collects, uses or discloses data, including personal information, about users without their informed consent or for unlawful purposes or in violation of applicable law or regulations;

(f) attempts to gain unauthorized access to the computer systems of Spark or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Site or Services;

(g) decompiles or reverse engineers or attempts to access the source code of the software underlying the Site, the Services or any other Spark technology;

(h) copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivate works from, displays, performs, publishes, distributes, redistributes or disseminates all or any part of the Site or Services;

(i) accesses the Site or Services for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or

(j) accesses the Site to upload any Content or computer code for the purposes of: (i) causing a breach or override of security to the Site or Services; (ii) interfering with the proper working, functionality or performance of the Site or Services; or (iii) preventing others from accessing or using the Site or Services.

Disclaimer of Warranties

‍YOUR USE OF THE SITE OR SERVICES AND ALL CONTENT FORMING PART OF OR RELATED TO THE SITE OR SERVICES, INCLUDING ANY CONTENT YOU UPLOAD OR SUBMIT AND ANY THIRD PARTY SOFTWARE AND CONTENT, ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SPARK EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WITH RESPECT TO THE SITE OR SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT.

SPARK DISCLAIMS ANY WARRANTY THAT THE SITE, THE SERVICES OR ANY CONTENT, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SOFTWARE AND CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT FROM TIME TO TIME SPARK MAY REMOVE THE SITE OR CEASE PROVIDING THE SERVICES FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU. YOUR ACCESS AND USE OF THE SITE AND THE SERVICES MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMITATION, THE MALFUNCTION OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE SITE OR SERVICES OR OTHER ACTIONS THAT SPARK, IN ITS SOLE DISCRETION, MAY ELECT TO TAKE. SPARK MAKES NO GUARANTEE REGARDING THE COMPATIBILITY OF ANY SOFTWARE, HARDWARE OR CONTENT WITH THE SITE OR SERVICES.

SPARK IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY CONTENT, SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY SPARK, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY SPARK.

Third Party Sites and Content

The Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under Spark's control, and you acknowledge that Spark is not responsible or liable for any third party content, including but not limited to the accuracy, integrity, quality, usefulness, legality, appropriateness, safety or intellectual property rights of or relating to such third party content or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Spark or any association with its operators. You further acknowledge and agree that Spark shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party content, goods or services available on or through any such website or resource. Access and use of third party sites, including the information, material, products and services on third party sites or available through third party sites, is solely at your own risk.

Exclusive Remedy and Limitation of Liability

YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT, SHALL SPARK OR ITS OWNERS, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR THE COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES (EVEN IF SPARK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR YOUR INABILITY TO USE THE SITE OR SERVICES, OR FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY SUBSCRIPTION. SPARK’S TOTAL AGGREGATE LIABILITY FROM ANY AND ALL CLAIMS UNDER THIS AGREEMENT IS LIMITED TO THE LESSER OF: (A) $100; AND (B) THE TOTAL AMOUNTS YOU PAID TO SPARK IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF LOSS OR DAMAGE. TO THE EXTENT ANY PROVINCE, STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SPARK’S LIABILITY IN SUCH PROVINCE, STATE OR JURISDICTION SHALL BE LIMITED TO THE FURTHEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE HEREIN TO THE CONTRARY, SPARK SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF IN ANY WAY WITH RESPECT TO YOUR PROVISION OF AN INDIVIDUAL’S PERSONAL INFORMATION TO SPARK OR THROUGH THE SERVICES. YOU FURTHER AGREE THAT THE FOREGOING LIMITATIONS SHALL APPLY WITH RESPECT TO THIRD PARTY LIABILITY OF ANY KIND.

THE FOREGOING LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO ANY DAMAGES INCURRED BY REASON OF ANY CONTENT OR SERVICES PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN SPARK AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SITE OR RECEIVED BY YOU ON ANY THIRD PARTY SITES. YOU ALSO AGREE THAT SPARK WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE SITE.

Spark shall have no liability whatsoever for any damages, liabilities, losses or any other consequences that you may incur as a result of any modification, suspension or discontinuance of the Site and/or the Services.

Waiver of Jury Trial and Class Action Rights

‍WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THE SITE, THE SERVICES, THE SUBSCRIPTION AND/OR THIS AGREEMENT: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

Limitation of Time

Subject to any applicable laws, you agree that you will not bring a claim under or related to this Agreement more than 12 months from when your claim first arose.

Indemnity

You agree to indemnify, defend, and hold harmless Spark, and its subsidiaries, affiliates, co-branders, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives (together, the “Indemnified Parties”), from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) (collectively and individually, “Claims”) incurred by or made against the Indemnified Parties in connection with any Claims arising out of or relating to this Agreement, the Site or the Services, including but without limitation in relation to: (a) your use, non-use or misuse of, or connection to the Site, the Services and any Content, including without limitation your Profile Information and any third party Content forming part of the Site; (b) your violation or alleged violation of this Agreement; and (c) your violation of any rights, including intellectual property rights or privacy rights, of a third party and otherwise as set out herein. Spark reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Spark and you agree to cooperate with Spark’s defense of these Claims. You agree not to settle any matter without the prior written consent of Spark. Spark will use reasonable efforts to notify you of any such Claims upon becoming aware of it.

YOU WILL INDEMNIFY, DEFEND AND HOLD SPARK HARMLESS FOR ANY FAILURE TO COMPLY WITH THE FOREGOING, OR FOR ANY CLAIM MADE AGAINST SPARK BY ANY THIRD PARTY RELATED TO YOUR USE OF THE SERVICES IN RELATION TO PERSONAL INFORMATION, CONTENT OR OTHER THIRD PARTY INFORMATION UPLOADED, TRANSMITTED OR PROCESSED BY YOU.

Miscellaneous

If there is any dispute between you and Spark about or involving this Agreement, the Site or the Services, you hereby agree that the dispute shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to its conflict of law provisions.

Except for any claim involving the ownership of intellectual property, all disputes arising out of or in connection with this Agreement will be referred to and finally resolved by arbitration under the rules of the British Columbia International Commercial Arbitration Centre. The appointing authority will be the British Columbia International Commercial Arbitration Centre. The case will be adjudicated by a single arbitrator and will be administered by the Vancouver International Arbitration Centre (VanAIC) in accordance with its rules. The place of arbitration will be Vancouver, British Columbia, Canada. The language of the arbitration will be English.

Any claim, proceeding or action that arises under this Agreement shall submit to the exclusive jurisdiction of the courts in Vancouver, British Columbia with respect to any claim, proceeding or action relating to or otherwise involving the ownership of intellectual property, howsoever arising, provided always that Spark may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction.

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

You agree that this Agreement is specifically enforceable by Spark through injunctive relief and other equitable remedies without proof of monetary damages.

You agree that if Spark does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Spark has the benefit of under any applicable law), this will not be taken to be a formal waiver of Spark's rights and that those rights or remedies will still be available to Spark.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

The sections of “Submission of Content”, “Intellectual Property Rights”, “Confidential Information”, “Disclaimer of Warranties”, “Third Party Sites and Content”, “Exclusive Remedy and Limitation of Liability”, “Waiver of Jury Trial and Class Action Rights”, “Limitation of Time”, “Indemnity” and “Miscellaneous” will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect.

This Agreement is the entire agreement between us related to the subject matter in this Agreement. This Agreement replaces and supersedes any other prior or contemporaneous agreement, representation or discussion, oral or written, and may not be changed except in writing signed by us, regardless of whether or not the parties act under an unsigned “electronic” agreement or rely on such an unsigned agreement.

Contact Us

‍If you have any questions or suggestions regarding our Privacy Policy, you may contact Spark by email at legal@spark.re.