Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you and Sparkee LLC (“Sparkee,” “we,” “us,” or “our”) governing your access to and use of Sparkee’s websites, applications, estimating tools, features, content, and related services (collectively, the “Service”).

By accessing or using the Service, creating an account, starting a subscription, or otherwise indicating your acceptance of these Terms, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Service.

If you access or use the Service on behalf of a company, organization, or other business entity, you represent that you have authority to bind that entity to these Terms. In that case, “you” and “your” refer to both you and the entity you represent.

Sparkee provides software tools designed to assist electrical contractors and other users with estimating, job management, scheduling, invoicing, customer management, and related business activities.

The Service may include estimating templates, configurators, calculations, material and labor information, pricing tools, document generation, integrations with third-party services, and other features that Sparkee may add, modify, or discontinue from time to time.

Sparkee provides software tools only. Sparkee is not an electrical contractor, engineer, architect, code consultant, accounting professional, tax advisor, or other licensed professional, and use of the Service does not create a professional, contractor, agency, partnership, joint venture, or employment relationship between Sparkee and any user or any customer of a user.

Sparkee is not a party to any estimate, proposal, contract, invoice, project, or other transaction between a user and the user’s customers, suppliers, subcontractors, employees, or other third parties.

Certain features of the Service require you to create an account. You agree to provide accurate, current, and complete information when creating and maintaining your account.

You are responsible for maintaining the confidentiality of your account credentials and for activity conducted through your account by persons you authorize to use the Service. You agree to promptly notify Sparkee if you become aware of unauthorized access to or use of your account.

If your account is associated with a company or other business entity, authorized users may access or manage information associated with that organization according to their assigned permissions. You are responsible for ensuring that individuals you invite or authorize to access your organization’s account are permitted to do so.

You may not use another person’s account without authorization, impersonate another person or entity, or create an account using false or misleading information.

You must be at least 18 years old and legally capable of entering into a binding agreement to create an account or purchase a subscription to the Service.

Sparkee provides estimating tools intended to assist users in preparing estimates, proposals, and other project-related calculations. Estimates and other outputs generated through the Service are based on information provided or selected by the user, configured assumptions, available pricing and labor information, and calculations performed by the Service. All such outputs are estimates only and are not guarantees of actual project cost, labor requirements, material requirements, selling price, profitability, or project outcome.

User Verification

You are solely responsible for reviewing and verifying an estimate before submitting a proposal, entering into a contract, purchasing materials, scheduling or performing work, or otherwise relying on the estimate. This includes verifying, as applicable, quantities, materials, material prices, labor rates, labor units, labor productivity, taxes, overhead, markup, equipment, subcontractor costs, permits, fees, and other factors affecting the scope, cost, or profitability of the work.

Templates and Configurators

Templates, configurators, assemblies, suggested materials, and other estimating tools provided by Sparkee are intended to assist with preparation of an estimate and may not include every material, task, cost, or requirement necessary for a particular installation or project. Selection or inclusion of an item by Sparkee does not establish that the item is required or appropriate for a particular project, and omission of an item does not establish that the item is unnecessary.

Labor Units and Productivity

Labor units, labor-hour calculations, productivity assumptions, and similar information provided through the Service are estimates and may differ from actual labor required. Actual labor requirements may be affected by factors including jobsite conditions, crew size and experience, installation methods, accessibility, existing conditions, occupied spaces, scheduling constraints, weather, equipment, project complexity, and other circumstances outside Sparkee’s control.

Material Pricing and Costs

Material prices and other cost information provided through or calculated by the Service may differ from actual costs. Prices may vary based on supplier, geographic location, availability, purchasing agreements, market conditions, freight, taxes, tariffs, substitutions, timing, and other factors. You are responsible for verifying current costs when appropriate for your estimate.

Jobsite Conditions and Project Requirements

Sparkee does not inspect or evaluate the project site and cannot determine all conditions affecting a particular installation. You are responsible for evaluating actual jobsite conditions, existing systems, accessibility, required equipment, utility requirements, customer requirements, and other project-specific circumstances.

Codes, Permits, and Professional Requirements

The Service does not provide electrical engineering, architectural, legal, code-compliance, permitting, inspection, or other licensed professional services. Information or configurations available through the Service should not be interpreted as a determination that particular work complies with the National Electrical Code, local codes, utility requirements, permitting requirements, manufacturer instructions, or requirements of an authority having jurisdiction. You are responsible for determining and complying with requirements applicable to your work.

No Guarantee of Profitability

Sparkee does not guarantee that any estimate, proposal, project, job, or contract will be profitable. Actual costs may exceed estimated or quoted amounts, and you assume responsibility for determining the price at which you offer or perform work.

Professional Judgment

Sparkee is a business tool and does not replace your professional judgment, experience, or responsibility as a contractor or service provider. You retain sole responsibility for determining whether an estimate, scope of work, price, or other output generated through the Service is accurate, complete, appropriate, and sufficient for the applicable project.

Ownership of User Data

You retain ownership of information, content, and materials that you or your authorized users submit to, create through, or store within the Service (“User Data”). User Data may include customer information, job and project information, estimates, proposals, invoices, schedules, notes, pricing information, uploaded materials, and other business records.

Except for the limited rights necessary to provide the Service as described below, these Terms do not transfer ownership of your User Data to Sparkee.

Permission to Process User Data

You grant Sparkee a limited, non-exclusive right to host, store, reproduce, process, transmit, display, back up, and otherwise use User Data as reasonably necessary to provide, maintain, secure, support, and improve the Service and to comply with applicable law.

This permission continues only for as long as reasonably necessary to provide the Service or fulfill legitimate legal, security, backup, or operational requirements.

Your Responsibility for User Data

You are responsible for the accuracy, legality, and content of User Data you provide to the Service. You represent that you have the rights and permissions necessary to provide such information to Sparkee and to permit Sparkee to process it as described in these Terms and our Privacy Policy.

You are responsible for obtaining any notices, permissions, or consents required when entering or storing information about your customers, employees, subcontractors, or other individuals through the Service.

Customer and Business Records

Estimates, proposals, invoices, customer records, job records, and other business documents created or maintained through the Service remain your business records. Sparkee’s role in generating, formatting, calculating, storing, or transmitting such records does not make Sparkee a party to any transaction, agreement, or relationship represented by those records.

Data Availability and Export

You are responsible for maintaining copies of business records that you are legally or operationally required to retain. While Sparkee takes reasonable measures to maintain the availability and integrity of User Data, no electronic storage system can guarantee against every instance of loss, corruption, or unavailability.

Additional information regarding Sparkee’s collection, use, storage, and disclosure of personal information is provided in our Privacy Policy.

Subscription Fees

Certain features of the Service may require a paid subscription. Subscription prices, billing periods, included features, and other applicable terms will be presented to you before you purchase a subscription.

By purchasing a subscription, you authorize Sparkee and its payment processor to charge the applicable subscription fees, taxes, and other disclosed charges to your selected payment method.

Free Trials

Sparkee may offer a free trial of a paid subscription for the period disclosed at the time you enroll. If a payment method is required to begin a free trial, you authorize Sparkee and its payment processor to store that payment method for purposes of starting your paid subscription when the trial ends.

Unless you cancel before the end of the free-trial period, your trial will automatically convert to a paid subscription at the price and billing frequency disclosed when you enrolled, and your payment method will be charged accordingly. Your subscription will then automatically renew as described below until canceled.

You may cancel at any time before the end of the free-trial period to avoid the first subscription charge. Canceling a free trial may end access to paid features when the trial expires.

Sparkee may modify, limit, or discontinue free-trial offers and may determine eligibility for promotional trials, subject to applicable law. Unless otherwise stated, free trials are limited to one per customer or account.

Automatic Renewal

Unless otherwise stated at the time of purchase, paid subscriptions automatically renew at the end of each billing period until canceled. By purchasing an automatically renewing subscription, you authorize recurring charges to your selected payment method at the then-applicable subscription rate, subject to any notice required by applicable law.

Cancellation

You may cancel your subscription through the cancellation method made available by Sparkee. Unless otherwise stated, cancellation takes effect at the end of your current paid billing period, and you may continue using the applicable paid features until that period ends.

Canceling a subscription does not automatically delete your Sparkee account or User Data.

Refunds

Except where required by applicable law or expressly stated otherwise by Sparkee, subscription payments are non-refundable and Sparkee does not provide refunds or credits for partially used billing periods.

Pricing and Plan Changes

Sparkee may change subscription prices, plan structures, included features, or billing terms from time to time. Changes affecting an existing paid subscription will take effect no earlier than the user’s next applicable renewal after any notice required by law or otherwise provided by Sparkee.

Taxes

Subscription prices may not include applicable sales, use, transaction privilege, or similar taxes. You are responsible for taxes associated with your purchase except for taxes based on Sparkee’s net income. Where required, Sparkee or its payment processor may calculate and collect applicable taxes.

Payment Processing

Payments may be processed by third-party payment processors. Your use of those payment services may also be subject to the processor’s terms and privacy practices. Sparkee does not directly control third-party payment processing systems and is not responsible for interruptions or failures caused solely by those systems.

Failed Payments

If a payment cannot be completed, Sparkee may retry the payment, request an updated payment method, limit access to paid features, or suspend the applicable subscription until payment is successfully completed.

You may use the Service only for lawful purposes and in accordance with these Terms.

You may not, directly or indirectly:

• access or use the Service in violation of any applicable law or regulation;
• use the Service to infringe, misappropriate, or violate the rights of another person or entity;
• attempt to gain unauthorized access to the Service, another user’s account or data, or any system or network connected to the Service;
• interfere with, disrupt, damage, disable, or place an unreasonable burden on the Service or its infrastructure;
• bypass, disable, defeat, or circumvent authentication, security measures, rate limits, access restrictions, usage limits, or other technical controls implemented by Sparkee;
• use bots, crawlers, scrapers, scripts, automated systems, or similar methods to systematically access, query, copy, extract, download, or collect information from the Service except as expressly authorized by Sparkee;
• systematically copy, extract, reproduce, or compile Sparkee’s templates, configurators, assemblies, material selections, labor information, calculations, catalog information, or other proprietary content for the purpose of creating, training, improving, or operating a competing product or service;
• reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive the source code, underlying structure, algorithms, or non-public functionality of the Service, except to the extent such restrictions are prohibited by applicable law;
• use the Service, its outputs, or its content to misrepresent the source, accuracy, approval, certification, or professional status of an estimate, proposal, calculation, or other document;
• introduce malware, malicious code, or other harmful material into the Service;
• use another person’s account or credentials without authorization; or
• use the Service in a manner intended to facilitate fraud, deception, or other unlawful activity.

Sparkee may investigate suspected violations of this section and may restrict, suspend, or terminate access to the Service when Sparkee reasonably believes such action is necessary to protect the Service, its users, its intellectual property, or third parties.

Nothing in this section prohibits ordinary use of Sparkee-generated estimates, proposals, invoices, and other outputs in connection with your own electrical contracting or other legitimate business activities.

Sparkee Property

The Service, including its software, source code, user interface, design, graphics, branding, logos, documentation, proprietary templates, configurators, assemblies, organizational structures, workflows, and other content created by or for Sparkee (collectively, “Sparkee Property”), is owned by Sparkee or its licensors and is protected by applicable intellectual property laws.

Except for the limited right to use the Service in accordance with these Terms, no ownership rights in Sparkee Property are transferred to you.

License to Use the Service

Subject to your compliance with these Terms and payment of any applicable fees, Sparkee grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your own legitimate business purposes during the period in which you are authorized to use the Service.

Your Estimates and Business Documents

You may use, download, print, modify, share, and provide to your customers estimates, proposals, invoices, reports, and other business documents that you create through the Service.

Sparkee does not claim ownership of your customer relationships, project information, pricing decisions, business records, or other User Data merely because you use the Service to create, calculate, format, or store them.

Third-Party and Public Information

Nothing in these Terms grants Sparkee ownership of third-party materials, manufacturer information, publicly available information, electrical codes or standards, or other content that Sparkee does not own. Such materials remain subject to the rights of their respective owners and any applicable terms or restrictions.

Sparkee Marks

The Sparkee name, logos, product names, and other Sparkee trademarks and branding may not be used in a manner that falsely suggests sponsorship, endorsement, affiliation, or authorization by Sparkee without our prior permission.

Feedback

If you voluntarily provide Sparkee with suggestions, ideas, feature requests, recommendations, or other feedback regarding the Service, you grant Sparkee the right to use that feedback to develop, improve, or modify the Service without restriction or obligation to compensate you. This does not give Sparkee ownership of your User Data or confidential business information merely because it is communicated in connection with feedback.

The Service may allow you to connect to, interact with, or use products and services provided by third parties, including payment processors, accounting platforms, authentication providers, data providers, and other business services (“Third-Party Services”).

Your use of a Third-Party Service may be subject to separate terms, privacy policies, fees, eligibility requirements, and other conditions established by that third party. Sparkee does not control and is not responsible for the terms, policies, availability, security, accuracy, functionality, or performance of Third-Party Services.

Third-Party Integrations

If you choose to connect Sparkee with a Third-Party Service, you authorize Sparkee to exchange information with that service as reasonably necessary to provide the integration you request. You are responsible for maintaining any third-party accounts, permissions, credentials, or subscriptions required for the integration.

Sparkee does not guarantee that any Third-Party Service will remain available or compatible with the Service. A third party may modify, restrict, suspend, or discontinue its service or access to its systems, and Sparkee may modify or discontinue an integration as a result.

Sparkee is not responsible for errors, delays, data discrepancies, transaction failures, service interruptions, or other issues caused solely by a Third-Party Service. You are responsible for reviewing information transferred between Sparkee and Third-Party Services when that information is material to your business.

Payment Processing

Payment processing made available through the Service may be provided by third-party payment processors. Payment transactions are subject to the applicable processor’s terms, policies, eligibility requirements, and processing rules.

Where the Service enables you to receive payments from your customers through a connected payment account, you are responsible for establishing and maintaining the required account with the applicable payment processor and for complying with that processor’s requirements.

Sparkee is not a bank, payment processor, money transmitter, or financial institution and does not guarantee that a payment will be authorized, processed, settled, refunded, or available within any particular period.

Third-Party Fees and Disputes

You are responsible for fees, charges, refunds, chargebacks, disputes, taxes, or other obligations imposed by a Third-Party Service in connection with your use of that service, except to the extent Sparkee expressly agrees otherwise.

Any dispute between you and a Third-Party Service concerning that third party’s products, services, account, or processing activities is generally between you and the applicable third party, although Sparkee may provide reasonable assistance where appropriate.

Sparkee strives to provide a reliable and useful Service, but we do not guarantee that the Service or any particular feature will be available, uninterrupted, secure, or error-free at all times.

The Service may occasionally be unavailable or operate with reduced functionality due to maintenance, updates, technical issues, internet or infrastructure failures, third-party service interruptions, security measures, circumstances beyond Sparkee’s reasonable control, or other operational reasons.

Changes to the Service

Sparkee may add, modify, improve, replace, limit, or discontinue features or functionality of the Service from time to time as the Service evolves.

Where a change would materially reduce the core functionality of a paid subscription, Sparkee will make reasonable efforts to provide advance notice when practicable. Nothing in these Terms requires Sparkee to continue offering a particular feature, integration, template, configurator, workflow, platform, or version of the Service indefinitely.

Maintenance and Updates

Sparkee may perform scheduled or emergency maintenance and may deploy updates, bug fixes, security changes, or other modifications to the Service without prior notice when reasonably necessary.

Errors and Corrections

The Service may occasionally contain errors, defects, outdated information, or other inaccuracies. Sparkee may correct or update such issues at any time.

If you identify a suspected calculation error, security issue, or other material problem with the Service, you should discontinue reliance on the affected functionality when appropriate and notify Sparkee so that the issue can be investigated.

No Service-Level Agreement

Unless Sparkee expressly agrees otherwise in a separate written agreement, your use of the Service is not subject to any guaranteed uptime, response time, resolution time, or other service-level commitment.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

SPARKEE DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

SPARKEE DOES NOT WARRANT OR GUARANTEE THAT:

• THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR AVAILABLE AT ALL TIMES;
• DEFECTS OR ERRORS WILL ALWAYS BE CORRECTED;
• INFORMATION, CALCULATIONS, ESTIMATES, PRICING, LABOR INFORMATION, TEMPLATES, CONFIGURATIONS, OR OTHER OUTPUTS PROVIDED THROUGH THE SERVICE WILL BE ACCURATE, COMPLETE, CURRENT, OR APPROPRIATE FOR A PARTICULAR PROJECT OR PURPOSE; OR
• USE OF THE SERVICE WILL PRODUCE ANY PARTICULAR BUSINESS, FINANCIAL, PROJECT, OR PROFITABILITY RESULT.

YOU ACKNOWLEDGE THAT ESTIMATING, PRICING, CONTRACTING, AND PERFORMING ELECTRICAL OR OTHER WORK INVOLVE PROFESSIONAL JUDGMENT AND FACTORS OUTSIDE SPARKEE’S KNOWLEDGE OR CONTROL. YOUR USE OF AND RELIANCE ON THE SERVICE AND ITS OUTPUTS ARE SUBJECT TO THE RESPONSIBILITIES DESCRIBED IN SECTION 4.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, THE EXCLUSIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPARKEE LLC AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE.

THIS EXCLUSION INCLUDES, WITHOUT LIMITATION, DAMAGES OR LOSSES ARISING FROM LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST OPPORTUNITIES, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA, COSTS INCURRED IN PERFORMING WORK, OR AMOUNTS BY WHICH THE ACTUAL COST OF A PROJECT EXCEEDS AN ESTIMATE, PROPOSAL, BID, CONTRACT PRICE, OR OTHER AMOUNT CALCULATED OR GENERATED USING THE SERVICE.

WITHOUT LIMITING THE FOREGOING, SPARKEE WILL NOT BE LIABLE FOR LOSSES ARISING FROM OR RELATED TO:

• AN ESTIMATE, CALCULATION, LABOR UNIT, MATERIAL QUANTITY, MATERIAL PRICE, TEMPLATE, CONFIGURATION, RECOMMENDATION, OR OTHER OUTPUT PROVIDED THROUGH THE SERVICE;
• AN ERROR, OMISSION, INACCURACY, OR OUTDATED INFORMATION IN AN ESTIMATE OR OTHER OUTPUT;
• A USER’S DECISION TO BID, QUOTE, CONTRACT FOR, PURCHASE MATERIALS FOR, SCHEDULE, STAFF, OR PERFORM WORK BASED IN WHOLE OR IN PART ON INFORMATION PROVIDED THROUGH THE SERVICE;
• ACTUAL LABOR, MATERIAL, EQUIPMENT, SUBCONTRACTOR, PERMITTING, TAX, OR OTHER PROJECT COSTS DIFFERING FROM ESTIMATED COSTS; OR
• A PROJECT, JOB, ESTIMATE, PROPOSAL, OR CONTRACT FAILING TO ACHIEVE AN EXPECTED PROFIT OR RESULT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF SPARKEE AND THE OTHER PARTIES IDENTIFIED ABOVE FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO SPARKEE FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100).

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, AND EVEN IF SPARKEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE LIMITATIONS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN YOU AND SPARKEE AND APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OR EXCLUSIONS OF LIABILITY. WHERE A LIMITATION OR EXCLUSION IN THIS SECTION IS NOT PERMITTED BY APPLICABLE LAW, SPARKEE’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Sparkee LLC and its owners, officers, employees, contractors, and affiliates from and against third-party claims, actions, proceedings, damages, liabilities, judgments, settlements, costs, and reasonable attorneys’ fees arising out of or relating to:

• your use or misuse of the Service in violation of these Terms;
• your estimates, proposals, contracts, invoices, projects, services, or work performed for your customers;
• any dispute between you and your customer, employee, subcontractor, supplier, or other third party arising from your business activities;
• your violation of applicable laws, regulations, licensing requirements, codes, permit requirements, or other legal obligations;
• your infringement or violation of another person’s intellectual property, privacy, or other rights;
• User Data that you submit to or process through the Service without the rights, permissions, or consents required to do so; or
• fraud, willful misconduct, or unlawful conduct by you or a person acting on your behalf.

Sparkee will provide reasonable notice of any claim for which it seeks indemnification under this section and will reasonably cooperate in the defense of the claim at your expense.

You may not settle an indemnified claim in a manner that admits wrongdoing or imposes liability, obligations, or restrictions on Sparkee without Sparkee’s prior written consent, which will not be unreasonably withheld.

Your obligations under this section do not apply to the extent a claim results from Sparkee’s own fraud, willful misconduct, or violation of applicable law.

Termination by You

You may stop using the Service at any time. You may cancel a paid subscription as described in Section 6. Cancellation of a subscription does not automatically delete your account unless the Service expressly provides otherwise.

Suspension or Termination by Sparkee

Sparkee may restrict, suspend, or terminate your access to some or all of the Service if:

• you materially violate these Terms;
• required subscription payments remain unpaid;
• your use of the Service creates or reasonably appears to create a security, legal, operational, or fraud risk;
• your use of the Service materially interferes with the Service or its use by others;
• Sparkee is required to do so by law, court order, or governmental authority; or
• Sparkee discontinues the Service or the applicable portion of the Service.

When reasonably practicable, Sparkee will provide notice and an opportunity to resolve a violation before terminating an account. Sparkee may suspend or terminate access without advance notice when reasonably necessary to address an urgent security risk, unlawful activity, fraud, material abuse of the Service, or a legal requirement.

Effect of Termination

Upon termination of your right to use the Service, you must stop accessing or using portions of the Service for which your authorization has ended.

Termination or expiration does not relieve you of payment obligations incurred before termination and does not affect provisions of these Terms that by their nature should continue after termination, including provisions concerning intellectual property, disclaimers, limitations of liability, indemnification, disputes, and other accrued rights or obligations.

User Data Following Termination

Following account termination, your access to User Data stored through the Service may end. You are responsible for retaining or exporting business records that you are legally or operationally required to maintain.

Sparkee may retain User Data following termination when reasonably necessary for backup, security, fraud prevention, dispute resolution, enforcement of these Terms, or compliance with legal obligations, subject to our Privacy Policy and applicable law.

Sparkee may delete User Data associated with a terminated account in accordance with its data-retention practices and applicable law.

Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Service will be governed by the laws of the State of Arizona, without regard to its conflict-of-laws principles, except to the extent applicable federal law governs.

Informal Resolution

Before filing a lawsuit arising out of or relating to these Terms or the Service, you and Sparkee agree to make a reasonable, good-faith effort to resolve the dispute informally.

A party seeking to initiate a dispute should provide the other party with written notice describing the nature of the dispute and the relief requested. The parties will have thirty (30) days after receipt of the notice to attempt to resolve the dispute before either party initiates legal proceedings, unless immediate legal action is reasonably necessary to prevent irreparable harm, preserve a legal right, comply with an applicable limitations period, or seek emergency relief.

Venue and Jurisdiction

To the extent permitted by applicable law, any legal action or proceeding arising out of or relating to these Terms or the Service that is not resolved informally will be brought exclusively in the state or federal courts located in Arizona, and you and Sparkee consent to the personal jurisdiction of those courts.

Individual Claims

To the extent permitted by applicable law, you and Sparkee agree that claims arising out of or relating to these Terms or the Service will be brought on an individual basis and not as a plaintiff or class member in a purported class, consolidated, or representative proceeding.

Exceptions

Nothing in this section prevents either party from seeking injunctive or other equitable relief when necessary to protect intellectual property, confidential information, account security, or the integrity of the Service.

Nothing in these Terms limits any rights or remedies that cannot lawfully be waived under applicable law.

Sparkee may update these Terms from time to time to reflect changes to the Service, our business practices, applicable law, or other operational or legal requirements.

When we make changes, we will update the effective date displayed with these Terms. If a change materially affects your rights or obligations, we will make reasonable efforts to provide additional notice, such as through the Service, by email, or by another appropriate method.

Unless otherwise stated, updated Terms will become effective when posted or on any later effective date identified in the notice.

Your continued use of the Service after updated Terms become effective constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service and, if applicable, cancel your subscription.

Changes to these Terms will not retroactively alter the parties’ rights or obligations regarding a dispute that arose before the revised Terms became effective, except where required by applicable law or expressly agreed by the parties.

Entire Agreement

These Terms, together with the Privacy Policy and any additional terms expressly agreed to between you and Sparkee for use of the Service, constitute the entire agreement between you and Sparkee regarding the Service and supersede prior agreements, representations, or understandings concerning the same subject matter.

Severability

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law or, where necessary, modified to the minimum extent required to make it enforceable. The remaining provisions will remain in full force and effect.

Waiver

Sparkee’s failure to enforce any provision of these Terms does not waive its right to enforce that provision or any other provision in the future. A waiver is effective only if expressly made by the party granting it.

Assignment

You may not assign or transfer these Terms or your rights or obligations under them without Sparkee’s prior written consent.

Sparkee may assign or transfer these Terms in connection with a merger, acquisition, corporate reorganization, sale of assets, financing, or transfer of all or substantially all of the business or assets associated with the Service, or by operation of law.

Force Majeure

Neither party will be liable for a delay or failure to perform an obligation under these Terms, other than an obligation to pay amounts already due, when the delay or failure results from circumstances beyond that party’s reasonable control, including natural disasters, severe weather, fire, utility or telecommunications failures, widespread internet outages, acts of government, war, terrorism, civil unrest, labor disruptions, epidemics or pandemics, or failures of critical third-party infrastructure.

No Agency

Nothing in these Terms creates a partnership, joint venture, employment, franchise, fiduciary, or agency relationship between you and Sparkee.

Headings

Section titles and headings are provided for convenience only and do not affect the interpretation of these Terms.

Survival

Provisions that by their nature should survive termination or expiration of these Terms will remain in effect, including provisions relating to intellectual property, payment obligations, disclaimers, limitations of liability, indemnification, dispute resolution, and accrued rights or obligations.

If you have questions about these Terms, the Service, or your account, you may contact Sparkee at:

Sparkee LLC
Email: support@sparkeeapp.com
Website: sparkeeapp.com

Notices regarding legal matters may be sent to the contact information above unless Sparkee provides a different address or method for legal notices.