Effective Date: January 11, 2018
Last Updated Date: January 11, 2018
IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE “ INITIAL TERM”), THEN THE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT SPARO ’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL IN ACCORDANCE WITH SECTION 8.5 BELOW.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE SITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APP OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.
1. Use of the Services and Sparo Properties. The Site, the App, the Services, and the information and content available on the Site, the App, and the Services (collectively, the “Sparo Properties”) are protected by copyright laws throughout the world. Subject to the Terms, Sparo grants you a limited license to reproduce portions of Sparo Properties (excluding any Contributor Content, as defined below) for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by Sparo in a separate license, your right to use any Sparo Properties is subject to the Terms.
1.1 Certain Restrictions . The rights granted to you in the Terms are subject to the following restrictions: (a) you will not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Sparo Properties or any portion of Sparo Properties, including the Site or App, (b) you will not frame or utilize framing techniques to enclose any trademark, logo, or other Sparo Properties; (c) you will not use any metatags or other “hidden text” using Sparo’s name or trademarks; (d) you will not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Sparo Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you will not use any manual or automated software, devices or other processes (including spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Site (except as specifically allowed by the Site’s robot.txt file); (f) you will not access Sparo Properties in order to build a similar or competitive website or service; (g) except as expressly stated herein, no part of Sparo Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you will not remove or destroy any copyright notices or other proprietary markings contained on or in Sparo Properties. Sparo, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of Sparo Properties terminates the licenses granted by Sparo pursuant to the Terms.
1.2 Contributor Content . As a part of the Services, you will have access to content, including classes and presentations, that is provided by Contributors (“ Contributor Content”). You agree that you access such Contributor Content at your own risk.
2.1 Registering Your Account . In order to access certain features of the Services you are required to become a Registered User. For purposes of the Terms, a “Registered User” is a user who has registered an account on the Site (“Account”), or has a valid account on Facebook or another social network website through which the user has connected to the Site or App (“Third-Party Account”).
2.2 Eligibility . You represent and warrant that by creating an Account, you are at least 13 years of age, provided that if you are under 18 years of age, your use of the Services is subject to requirements of parental consent, in which case your supervising parent or legal guardian is considered the user under these Terms and is responsible for any and all activity under your Account. If you are under age 13, you may not, under any circumstances or for any reason, register an Account or otherwise use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party (unless you are a parent or legal guardian using the Services for your minor child).
2.3 Registration through a Third-Party Account . If you access the Services through a social networking site, you may link your Account with Third-Party Accounts, by allowing Sparo to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Sparo and/or grant Sparo access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Sparo to pay any fees or making Sparo subject to any usage limitations imposed by such third-party service providers. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the App. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND SPARO DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.
2.4 Registration Data . In creating an Account, you agree to provide current and accurate information about yourself as prompted by the registration form (the “Registration Data”) and update the Registration Data as required to keep it current and accurate. You represent that you are not a person barred from using Sparo Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You may not share your Account credentials with anyone, and you agree to notify Sparo immediately of any unauthorized use of your password or any other breach of security. You may only have one Account at any given time. Sparo may remove or reclaim any usernames at any time and for any reason, including claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Sparo Properties if you have been previously removed by Sparo, or if you have been previously banned from any of Sparo Properties.
2.5 Your Account . Notwithstanding anything to the contrary herein, you acknowledge and agree that you will have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will be owned by and inure to the benefit of Sparo.
2.6 Necessary Equipment and Software . You must provide all equipment and software necessary to connect to Sparo Properties and are responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Sparo Properties.
3. Responsibility for Content.
3.1 Types of Content . You acknowledge that all files, materials, data, text, audio, video, images or other content, including Sparo Properties (“Content”), is the sole responsibility of the party from whom such Content originated. Only Registered Users may submit or post any Content through the Services. Registered Users, and not Sparo, are entirely responsible for all Content that they upload, post, e-mail, transmit or otherwise make available through Sparo Properties (“User Content”). As used herein, “Your Content” means User Content you post.
3.2 Monitoring of Content . You acknowledge that Sparo has no obligation to pre-screen or monitor User Content, although we may in our sole discretion do so, and may take any action we deem reasonable—including suspending or terminating your Account—with respect to User Content that violates the Terms or applicable law. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring and actions. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content. Sparo may remove any Content that violates the Terms, applicable law, or is otherwise objectionable.
4.1 Sparo Properties . Except with respect to User Content, you agree that Sparo and its licensors own all rights, title and interest in Sparo Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, the Services, or Sparo Properties.
4.2 Trademarks . The Sparo name, logo, and other related graphics, logos, service marks and trade names used on or in connection with Sparo Properties or in connection with the Services are the trademarks of Sparo and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in Sparo Properties are the property of their respective owners.
4.3 Other Content . You agree that you have no right or title in or to any Content that appears on or in Sparo Properties except Your Content.
4.4 Your Content . Sparo does not claim ownership of Your Content. By posting Your Content via the Services, you represent that you own and/or have an unrestricted license to use Your Content as related to the Services.
4.5 License to Your Content . You grant Sparo a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing the Services.
4.6 Feedback . You agree that submission of any ideas, suggestions, documents, and/or proposals to Sparo through any means (“Feedback”) is at your own risk and that Sparo has no obligations (including with respect to confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Sparo an unrestricted license to use all Feedback, in any manner that it chooses in connection with the operation and maintenance of Sparo Properties.
5. User Conduct. As a condition of your use of the Sparo Properties, you agree not to use Sparo Properties for any purpose that is prohibited by the Terms or by applicable law. In addition to the restrictions set forth in Section 1.1, You will not (and will not permit any third party) to (a) take any action or (b) make available any Content on or through Sparo Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Sparo ’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of Sparo; (vi) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by the Terms; or (vii) attempts to engage in or engages in any potentially harmful acts that are directed against the Services, Sparo Properties, or users of the Services or Sparo Properties, including violating or attempting to violate any security features of Sparo Properties, introducing viruses, worms, or similar harmful code into Sparo Properties, or interfering or attempting to interfere with use of Sparo Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” Sparo Properties.
6. Interactions with Other Users.
6.1 User Responsibility . You are solely responsible for your interactions with other Users and any other parties with whom you interact; provided, however, that Sparo may intercede in such disputes. You agree that Sparo will not be responsible for any liability incurred as the result of such interactions.
6.2 Contributor Content and User Content . Sparo Properties may contain User Content and Contributor Content, which are provided by other users or third parties. Sparo is not responsible for and does not control User Content or Contributor Content. Sparo has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content or Contributor Content. You use all User Content and/or Contributor Content, and interact with other users at your own risk.
7. Third-Party Services.
7.1 Third Party Sites and Services . Sparo Properties may contain links to third-party websites ( “Third-Party Sites”). When you click on a link to a Third-Party Site we will not inform you that you have left Sparo Properties and are subject to the terms and conditions (including privacy policies) of such site. Third-Party Sites are not under the control of Sparo and we are not responsible for their content or practices. Sparo provides access to Third-Party Sites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Sites. You use all links to or in Third-Party Sites at your own risk.
7.2 App Stores . You acknowledge and agree that the availability of the App and the Services is dependent on the third party from whom you received the application license, e.g., the Apple App Store or Google Play (“ App Store”). You acknowledge that the Terms are between you and Sparo and not with the App Store. Sparo, not the App Store, is solely responsible for Sparo Properties, including the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with Sparo Properties, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using Sparo Properties, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce them.
7.3 Accessing and Download the App from iTunes . The following applies to any App Store Sourced App accessed through or downloaded from the Apple App Store:
(a) You acknowledge and agree that (i) the Terms are concluded between you and Sparo only, and not Apple, and (ii) Sparo, not Apple, is solely responsible for the App Store Sourced App and content thereof. Your use of the App Store Sourced App must comply with the App Store Terms of Service.
(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced App.
(c) In the event of any failure of the App Store Sourced App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced App to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced App. As between Sparo and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Sparo.
(d) You and Sparo acknowledge that, as between Sparo and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced App or your possession and use of the App Store Sourced App, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(e) You and Sparo acknowledge that, in the event of any third-party claim that the App Store Sourced App or your possession and use of that App Store Sourced App infringes that third party’s intellectual property rights, as between Sparo and Apple, Sparo, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.
(f) You and Sparo acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms as related to your license of the App Store Sourced App, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to your license of the App Store Sourced App against you as a third-party beneficiary thereof. Without limiting any other terms of the Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced App.
8. Fees and Purchase Terms.
8.1 General Purpose of Terms: Sale of Service, not Software . The purpose of the Terms is for you to secure access to the Services. All fees set forth within and paid by you under the Terms will be considered solely in furtherance of this purpose.
8.2 Payment . You agree to pay all fees or charges applicable to your Account in accordance with the fees, charges and billing terms in effect at the time the subscription Services are ordered. You must provide a valid credit card (Visa, MasterCard, or any other issuer accepted by us) that is processed by Stripe, Apple, or another third party payment provider ( “Payment Provider”) to sign up for the Services. Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing Sparo with your Payment Provider information, you agree that Sparo is authorized to immediately invoice your Account for all fees and charges due and payable to Sparo and that no additional notice or consent is required. You agree to immediately notify Sparo of any change in your Payment Provider or Account information relevant to the processing of fees. Sparo may at any time to change its prices and billing methods, either immediately upon posting on Sparo Properties or by e-mail delivery to you.
8.3 Withholding Taxes . All payments for the Services will be made free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to us will be your sole responsibility. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes.
8.4 Automatic Renewal . When you subscribe to a course or access to other materials or services on Sparo, you are entering into a Services subscription that will continue indefinitely until terminated in accordance with the Terms. After the initial subscription period indicated when you sign up for the Service, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at our then-current price for such subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription for the applicable Services at least 24 hours prior to the Renewal Commencement Date by logging into and going to your “Account” page and following the steps to cancel your membership. You may also contact us directly at firstname.lastname@example.org to make changes to your account. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. Upon renewal of your subscription, if we do not receive payment from your Payment Provider, you agree (i) to pay all amounts due on your Account upon demand, and/or (ii) that Sparo may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
8.5 Free Trials and Other Promotions . Any free trial or other promotion that provides access to the Services at no charge must be used within the specified time of the trial. At the end of the trial period, your use of that Services will expire and any further use of the Services is prohibited unless you pay the applicable subscription fee. If you are inadvertently charged for a subscription, please contact Sparo to have the charges reversed at email@example.com .
8.6 Disputes . You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be sent to firstname.lastname@example.org .
9. Indemnification. You agree to indemnify and hold Sparo , its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Sparo Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, Sparo Properties; (c) your violation of the Terms; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. Sparo may, at its own cost, assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Sparo in asserting any available defenses. This provision does not require you to indemnify any Sparo Party for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Site or any Services. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to Sparo Properties.
10. Disclaimer of Warranties and Conditions.
10.1 As Is . YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SPARO PROPERTIES IS AT YOUR SOLE RISK, AND SPARO PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. SPARO PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SITE. WE MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) SPARO PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF SPARO PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF SPARO PROPERTIES WILL BE ACCURATE OR RELIABLE.
(a) From time to time, Sparo may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Sparo ’s sole discretion. The provisions of this section apply with full force to such features or tools.
10.2 Healthcare Disclaimer . All aspects of the Services, including without limitation all Contributor Content or other Content, are for informational purposes only. NO INFORMATION PROVIDED THROUGH THE SERVICES IS INTENDED TO BE, AND MUST NOT TAKEN TO BE, FACTUAL OR ACCURATE KNOWLEDGE, ADVICE, DIAGNOSIS OR TREATMENT . No aspect of the Services should be considered, or used as a substitute for, professional medical knowledge, advice, diagnosis, or treatment. The Services do not constitute the practice of any medical, nursing or other professional health provider, knowledge, advice, diagnosis or treatment. YOU CANNOT USE THE SERVICES AS A DIAGNOSIS, TREATMENT OR PRESCRIPTION. Reliance on any information or content (including Contributor Content) provided through the Services is solely at your own risk. No patient/doctor relationship of any kind is established through use of the Services. THE SERVICES ARE NOT A SUBSTITUTE FOR EMERGENCY MEDICAL HELP AND CANNOT BE USED IN THE EVENT OF A MEDICAL EMERGENCY. You should always seek the advice of your physician or other qualified health provider, with any questions you may have regarding personal health or a medical condition, including diagnosis and treatment for your specific medical needs. You should never disregard or delay in seeking professional medical advice due to information you have obtained from the Services.
10.3 No Liability for Conduct of Third Parties . YOU ACKNOWLEDGE AND AGREE THAT SPARO PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SPARO PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES ON THE SITE OR APP, INCLUDING OPERATORS OF EXTERNAL SITES OR SERVICES. SPARO MAKES NO WARRANTY THAT THE SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
10.4 No Liability for Conduct of Other Users . YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF SPARO PROPERTIES. YOU UNDERSTAND THAT SPARO DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF SPARO PROPERTIES. SPARO MAKES NO REPRESENTATIONS OR WARRANTIES AS TO USER CONTENT OR THE CONDUCT OF USERS OF SPARO PROPERTIES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF SPARO PROPERTIES AND ACKNOWLEDGE AND AGREE THAT SPARO DOES NOT CONDUCT BACKGROUND CHECKS ON ANY USER.
11. Limitation of Liability.
11.1 Disclaimer of Certain Damages .
(a) SPARO WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THESE TERMS, INCLUDING CONTRIBUTOR CONTENT, AND/OR YOUR ACCESS TO OR INABILITY TO ACCESS THE SERVICES, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SERVICES, YOUR USE OF OR RELIANCE ON THE SERVICES OR MATERIALS AVAILABLE THROUGH THIRD PARTY SITES OR SERVICES LINKED TO THE SITE OR APP, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU FOR MORE THAN FIFTY DOLLARS ($50.00). ANY CAUSE OF ACTION RELATED TO THE TERMS OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER IT ACCRUES OR SUCH CAUSE OF ACTION WILL BE PERMANENTLY BARRED.
(b) THE FOREGOING LIMITATIONS OF LIABILITY APPLY TO THE FULLEST EXTENT ALLOWED BY LAW, PROVIDED, HOWEVER, THAT SPARO DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY SPARO ’S NEGLIGENCE; (ii) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (iii) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
11.3 Basis of the Bargain . THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SPARO AND YOU.
12.1 Violations . If Sparo becomes aware of any possible violations by you of the Terms, Sparo may to investigate such violations. If, as a result of the investigation, Sparo believes that criminal activity has occurred, Sparo may to refer the matter to, and to cooperate with, any and all applicable legal authorities. Sparo may, except to the extent prohibited by applicable law, disclose any information or materials on or in Sparo Properties, including Your Content, in Sparo’s possession in connection with your use of Sparo Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to any claims that Your Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of Sparo, its Users or the public, and all enforcement or other government officials, as Sparo in its sole discretion believes to be necessary or appropriate.
12.2 Breach . If Sparo determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for Sparo Properties, Sparo may take any action it deems appropriate, up to and including termination of your account or reporting potential criminal violations to, and cooperating with, the appropriate authorities.
13. Term and Termination.
13.1 Term . The Terms commence on the date when you accept them (as described in the preamble above) or first used Sparo Properties and remain in full force and effect while you use Sparo Properties, unless terminated earlier in accordance with the Terms.
13.2 Termination of Services by Sparo . If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Terms, or if Sparo is required to do so by law (e.g., where the provision of the Site or the Services is, or becomes, unlawful), Sparo may, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause will be made in Sparo ’s sole discretion and that Sparo will not be liable to you or any third party for any termination of your Account.
13.3 Termination of Services by You . If you want to terminate the Services or any Subscription, you may do so as set forth in Section 8.5 or by notifying us at any time at email@example.com or by writing to Sparo 's address set forth below.
13.4 Effect of Termination . Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your Account and all related information, files and Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. Sparo will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms which by their nature should survive, will survive termination of Services, including ownership provisions, warranty disclaimers, indemnification, and limitation of liability.
13.5 No Subsequent Registration . If we terminate your Account due to your violation of any portion of the Terms or for conduct otherwise inappropriate for the community, you will not attempt to re-register with or access Sparo Properties or any Sparo community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Sparo Properties to which your access has been terminated. If you violate the immediately preceding sentence, Sparo may, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
14. Jurisdiction, Governing Law, and Dispute Resolution . Please read the following arbitration agreement in this section (“ Arbitration Agreement ”) carefully. It requires you to arbitrate disputes with Sparo and limits the manner in which you can seek relief from us.
14.1 These Terms, for all purposes, will be governed and interpreted according to the laws of the State of California, without giving effect to its conflicts of laws provisions that would require a different result.
14.2 Any dispute that may not be brought in small claims court will be resolved by binding and confidential arbitration conducted before one commercial arbitrator from the American Arbitration Association ( “AAA”) with substantial experience in resolving consumer contract disputes and governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the AAA’s Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”).
(a) YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT FOR ANY DISPUTE ARISING UNDER THESE TERMS EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. ARBITRATOR DECISIONS ARE AS ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.
(b) ANY CLAIMS BROUGHT BY EITHER PARTY MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF.
(c) The arbitration award will be final and binding upon the parties without appeal or review except as permitted by State of California law or United States federal law.
(d) Notwithstanding the foregoing (i) either party may bring an individual action in small claims court, and (ii) claims of (A) defamation, (B) violation of the Computer Fraud and Abuse Act, or (C) infringement or misappropriation of the other party’s intellectual property rights may be exclusively brought in the state or federal courts located in the state of California. The parties agree to submit to the exclusive personal jurisdiction of the courts located within the state of California for such purpose. A request for equitable relief will not be deemed a waiver of the right to arbitrate.
14.3 With the exception of Section 14.2(b), if any part of Section 14.2 is deemed to be invalid or unenforceable for any reason then the balance of Section 14.2 will remain in effect. If, however, Section 14.2(b) is found to be invalid or unenforceable for any reason, then Section 14.2 will be null and void, neither party will be entitled to arbitration, and any claims relating to the Terms or Services will be exclusively brought in state or federal court in the state of California.
15. General Provisions.
15.1 Electronic Communications . The communications between you and Sparo use electronic means, whether you visit Sparo Properties or send Sparo e-mails, or whether Sparo posts notices on Sparo Properties or communicates with you via e-mail. You (a) consent to receive communications from Sparo in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Sparo provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
15.2 Release . You hereby release the Sparo Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Sparo Properties, including, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of Sparo Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor. The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Sparo Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Site.
15.3 Assignment . The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Sparo ’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
15.4 Force Majeure . Sparo will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
15.5 Questions, Complaints, Claims . If you have any questions, complaints or claims with respect to Sparo Properties, please contact us at firstname.lastname@example.org . We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
15.6 Notice . Where Sparo requires that you provide an e-mail address, you are responsible for providing Sparo with your most current e-mail address. If the last e-mail address you provided to Sparo is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Sparo ’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Sparo at the following address: 911 Washington Ave., Ste. 809, St. Louis MO 63101. Such notice will be deemed given when received by Sparo by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
15.7 Waiver . Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
15.8 Severability . If any portion of this Agreement is held invalid or unenforceable, that portion will be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions will remain in full force and effect.
15.9 Headings and Construction. The headings used throughout these Terms are solely for convenience of reference and are not to be used as an aid in the interpretation of the Terms. As used herein, “may” means “has the right, but not the obligation to,” “including” means “including, without limitation,” and “will” means “is required to.”
15.10 Export Control . You may not use, export, import, or transfer Sparo Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Sparo Properties, and any other applicable laws.
15.11 Consumer Complaints . In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
15.12 Entire Agreement . The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
Last Revised: January 11, 2018
Attention: Abby Cohen
911 Washington Ave.
St. Louis, MO 63101
3. A Note About Children. We do not intentionally gather Personal Data from visitors who are under the age of 13. If a child under 13 submits Personal Data to Sparo and we learn that the Personal Data is the information of a child under 13, we will attempt to delete the information as soon as possible. If you believe that we might have any Personal Data from a child under 13, please contact us at email@example.com .
5. Types of Data We Collect. “Personal Data” means data that allows someone to identify or contact you, including, for example, your name, address, telephone number, e-mail address, as well as any other non-public information about you that is associated with or linked to any of the foregoing data. “Anonymous Data” means data that is not associated with or linked to your Personal Data; Anonymous Data does not, by itself, permit the identification of individual persons. We collect Personal Data and Anonymous Data, as described below.
(a) Information You Provide to Us.
· We may collect Personal Data from you, such as your first and last name, gender, e-mail and mailing addresses, and password when you create an account to log in to our network (“Account”).
· We may also collect your interests if you choose to sign up for our newsletter for news and exclusive offers.
· If you use our Services on your mobile device, including through our App, we may collect your phone number and the unique device id number.
· If you tell us where you are (e.g., by allowing your mobile device to send us your location), we may store and use that information to provide you with location-based information and advertising. If you want to deactivate this feature, you can either reinstall the App or deactivate GPS on your mobile device.
· Our Services let you store preferences like how your content is displayed, your location and safe search settings. We may associate these choices with your ID, browser or the mobile device, and you can edit these preferences at any time.
· When connecting to our Services via a service provider that uniquely identifies your mobile device, we may receive this identification and use it to offer extended services and/or functionality.
· When you order a subscription to our Services on the Site or through the App, we will collect all information necessary to complete the transaction, including your name, credit card information, billing information and shipping information. We do not store this information directly on our servers, but this information may be shared with third parties who will help process the transaction.
· We retain information on your behalf, such as files and messages that you store using your Account.
· If you provide us feedback or contact us via e-mail, we will collect your name and e-mail address, as well as any other content included in the e-mail, in order to send you a reply.
· When you post content (text, images, photographs, messages, comments or any other kind of content that is not your e-mail address) on our App, the information contained in your posting will be stored in our servers and other users you designate will be able to see it.
· We may also collect Personal Data at other points in our App that state that Personal Data is being collected.
(b) Information Collected via Technology.
- Information Collected by Our Servers . To make our Site, App and Services more useful to you, our servers (which may be hosted by a third party service provider) collect information from you, including your browser type, operating system, Internet Protocol (“IP”) address (a number that is automatically assigned to your computer when you use the Internet, which may vary from session to session), domain name, and/or a date/time stamp for your visit.
- How We Respond to Do Not Track Signals . We do not currently respond to “do not track” signals or other mechanisms that might enable Users to opt out of tracking on our Site or App.
- Pixel Tags . In addition, we use “Pixel Tags” (also referred to as clear Gifs, Web beacons, or Web bugs). Pixel Tags are tiny graphic images with a unique identifier, similar in function to Cookies, that are used to track online movements of Web users. In contrast to Cookies, which are stored on a user’s computer hard drive, Pixel Tags are embedded invisibly in Web pages. Pixel Tags also allow us to send e-mail messages in a format users can read, and they tell us whether e-mails have been opened to ensure that we are sending only messages that are of interest to our users. We may use this information to reduce or eliminate messages sent to a user. We do not tie the information gathered by Pixel Tags to our users’ Personal Data.
. When we post videos, third parties may use local shared objects,
known as “Flash Cookies,” to store your preferences
for volume control or to personalize certain video features. Flash
Cookies are different from browser Cookies because of the amount and
type of data and how the data is stored. Cookie management tools
provided by your browser will not remove Flash Cookies. To learn how to
manage privacy and storage settings for Flash Cookies, click here:
- Mobile Services . We may also collect non-personal information from your mobile device if you have downloaded our App. This information is generally used to help us deliver the most relevant information to you. Examples of information that may be collected and used include your geographic location, how you use the App, and information about the type of device you use. In addition, in the event our App crashes on your mobile device, we will receive information about your mobile device model software version and device carrier, which allows us to identify and fix bugs and otherwise improve the performance of our App. This information is sent to us as aggregated information and is not traceable to any individual and cannot be used to identify an individual.
(c) Information You Provide to Facebook and other Social Networking Sites . The Services allows users to create accounts using their existing Facebook or other social networking service accounts. Any information that we collect from your Facebook or other social networking service account may depend on the privacy settings you have with that social networking service, so please consult the social networking service’s privacy and data practices. You have the option to disable Facebook Connect at any time by logging into your Account through the Site and going to settings, “About Me,” “Linked Accounts,” and then unselecting “Facebook.” Further, you can edit privacy settings for the reviews that appear on Facebook or disconnect your Services activity stream by visiting Facebook Application Settings page.
6. Use of Your Personal Data
(a) General Use. In general, Personal Data you submit to us is used either to respond to requests that you make, or to aid us in serving you better. We use your Personal Data in the following ways:
· facilitate the creation of and secure your Account on our network;
- identify you as a user in our system;
· provide improved administration of our Site, App and Services;
- provide the Services you request;
· improve the quality of experience when you interact with our App and Services;
· send you a welcome e-mail to verify ownership of the e-mail address provided when your Account was created;
· send you administrative e-mail notifications, such as security or support and maintenance advisories; and
· send newsletters, surveys, offers, and other promotional materials related to our Services and for other marketing and business purposes of Sparo.
(b) User Testimonials and Feedback. We often receive testimonials and comments from users who have had positive experiences with our Services. We occasionally publish such content. When we publish this content, we may identify our users by their first and last name.
(c) Creation of Anonymous Data. We may create Anonymous Data records from Personal Data by excluding information (such as your name) that makes the data personally identifiable to you. We use this Anonymous Data to analyze request and usage patterns so that we may enhance the content of our Services and improve App navigation. We reserve the right to use Anonymous Data and aggregated and other de-identified information for any purpose and disclose Anonymous Data to third parties in our sole discretion.
(a) Third Parties Designated by You. When you use the Services, the Personal Data you provide will be shared with the third parties that you designate to receive such information, including other websites, your friends, relatives and business associates. Depending on the type of access you grant to such third parties, they may also be permitted to edit the information you have provided to us and to designate others to access and edit such information. You may change your settings at any time as to who has access to your information by going to your account settings and changing your publishing options.
(b) Users. We will share your Personal Data with other Users solely for the purpose of providing the Services.
(c) Third Party Service Providers. We may share your Personal Data with third party service providers to: provide you with the Services that we offer you through our App; to conduct quality assurance testing; to facilitate creation of accounts; to provide technical support; and/or to provide other services to the Sparo. These third party service providers are required not to use your Personal Data other than to provide the services requested by Sparo.
(f) Disclosure to Third Party Companies. We may enter into agreements with companies that provide our Services by way of a co-branded or private-labeled website or companies that offer their products and/or services on our website ( “Third Party Companies”). A Third Party Sparo may want access to Personal Data that we collect from its customers. As a result, we may disclose your Personal Data to a Third Party Sparo; however, we will not disclose your Personal Data to any Third Party Sparo for the Third Party Sparo’s own direct marketing purposes, unless you have “opted-in” by following the instructions we provide to allow such disclosure. If you have opted-in to receive e-mail communications from a Third Party Sparo and later wish to discontinue receipt of these e-mails, please contact the Third Party Sparo directly to update your preferences. The privacy policies of these Third Party Companies may apply to the use and disclosure of your Personal Data that we collect and disclose to such Third Party Companies. Because we do not control the privacy practices of Third Party Companies, you should read and understand their privacy policies.
(g) Public Profile. Certain portions of the information you provide to us may also be displayed in the public areas of the App. You are solely responsible for applying the appropriate level of access to information you provide to be displayed in the public areas of the App. If you do not choose, the system may default to its most permissive setting. Your photos, posts, and other content you post to the App are also meant for public consumption. We may display this content on the App and further distribute it to a wider audience through third party sites and services. Once displayed on publicly viewable web pages, that information can be collected and used by others. We cannot control who reads your postings or what other users may do with the information that you voluntarily post, so it is very important that you do not put Personal Data in your posts. Once you have posted information publicly, while you will still be able to edit and delete it on the App, you will not be able to edit or delete such information cached, collected, and stored elsewhere by others (e.g., search engines).
(h) Protected Health Information . Any content that you post to the App may not contain Protected Health information (PHI) as defined under HIPAA. Examples of PHI include biometric identifiers, information your doctors and health care providers put in your medical record, conversations with your doctor about your care or treatment or payment history if that information can be linked to you as an individual.
9. Your Choices Regarding Information. You have several choices regarding the use of information on our Service:
(b) Cookies. If you decide at any time that you no longer wish to accept Cookies from our Service for any of the purposes described above, then you can instruct your browser, by changing its settings, to stop accepting Cookies or to prompt you before accepting a Cookie from the websites you visit. Consult your browser’s technical information. If you do not accept Cookies, however, you may not be able to use all portions of the Service or all functionality of the Service. If you have any questions about how to disable or modify Cookies, please let us know at the contact information provided below.
(c) Changing or Deleting Your Personal Data . All users may review, update, correct or delete the Personal Data in their user account by editing their Account via the Services. If you completely delete all of your Personal Data, then your user account may become deactivated. We will use commercially reasonable efforts to honor your request. We may retain an archived copy of your records as required by law or for legitimate business purposes.
(d) Apps. You can stop all collection of information by the App by uninstalling the App. You may use the standard uninstall processes as may be available as part of your mobile device or via the mobile application marketplace or network. To serve ads in our App where Cookie technology is not available, the Sparo hashes users’ device ID. Users may choose to reset or opt out of anonymous IDs at any time. If users choose to opt out, ads delivered to the App by ad serving technology will not be served on an anonymous ID. You may at any time opt-out from further allowing us to have access to your location data by changing your settings on your mobile device.
10. Security of Credit Card and Bank Account Information. For online payments and/or Automated Clearing House (ACH) payouts, we generally use the payment services of Stripe ( https://stripe.com). We do not process, record or maintain your credit card or bank account information. For more information on how payments are handled by Stripe, or to understand the data security and privacy afforded such information, please refer to https://stripe.com/privacy. You may also make an in-App purchase through an Apple App to subscribe to our Services. The terms of your subscription are subject to the payment terms that you select when you are making your in-App purchase and Apple’s terms and conditions available at http://www.apple.com/legal/internet-services/itunes/appstore/jm/terms.html . To set up automatically renewing subscriptions, you must have a valid payment method on file with Apple or have enough store credit to cover the amount of your first renewal.