Terms of Use

This website (and any and all sub-domains) located at www.spark99.com (the "Site") is administered by InstallSpark, Inc., a company formed in the State of California in the United States of America dba Spark99. For the purposes hereof, the users of the Site are referred to as "you" or "your" and InstallSpark, Inc. (dba Spark99) is referred to as the "Company", "we", "us" or "our".

The following are terms of a legal agreement (the "TOU") between you and the Company with respect to the software, products and services offered on the Site.

BY ACCESSING, BROWSING AND/OR USING THE SITE AND ANY SOFTWARE OR SERVICE OFFERED ON THE SITE, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, ACCEPT AND AGREE TO EACH OF THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT AGREE TO ACCEPT EACH AND ALL OF THE FOLLOWING TERMS AND CONDITIONS, PLEASE DO NOT ACCESS, BROWSE OR USE THE SITE OR ANY OF ITS SERVICES.

Your Information

Prior to providing any personal information to us about you on the Site, please review the Privacy Policy via the hyperlink on the Site. You agree and warrant that any and all of personal information provided to us is true and correct, including, but not limited to, your name, physical or electronic mailing address, phone number, fax number and other information requested. You understand that all personal information provided by you to us will be subject to the terms and conditions of the Privacy Policy.

Postings and Publications

You acknowledge and agree that we shall own and have unrestricted right to use, publish (in electronic form and/or otherwise), distribute and exploit any and all information that you post or otherwise publish on the Site. You hereby waive any and all claims against us for any alleged or actual infringements of any rights of privacy or publicity, moral rights, rights of attribution or any other intellectual property rights in connection with our use and publication of such information. In the event that our ownership of such information is determined by a court of competent jurisdiction to be invalid, you automatically grant to us a perpetual, royalty-free, non-exclusive, unrestricted, worldwide and irrevocable right and license to use, reproduce, modify, publish, translate, prepare derivative works based upon, distribute, perform or display such information, in whole or in part, in any form, media or technology known or hereafter developed for any purpose, including, but not limited to, advertising and promotional purposes. The Company does not represent or endorse the accuracy or reliability of any information displayed, uploaded, posted on any message board, or otherwise distributed through this Site by any user of this Site, information provider or any other third party. The Company expressly disclaims any and all liability related to user postings and publications, and you acknowledge that any reliance upon such postings and publications shall be at your sole risk. Moreover, the Company in its sole and absolute discretion reserves the right to refuse to post and the right to remove any information from this Site, in whole or in part, for any reason.

Your Conduct and Behavior

You represent, warrant and agree that you will not, directly or indirectly: (a) falsify or misrepresent any information regarding your identity or intentions with respect to any matter in connection with the Site; (b) post, publish, transmit, distribute, or upload any information or materials through the Site that the Company, in its sole and absolute discretion, deems unlawful, obscene, derogatory, abusive, threatening, discriminatory with respect to race, religion or gender, or is otherwise disagreeable; (c) post, publish, transmit, distribute, or upload any information or materials through the Site that contains a virus, or any other harmful software code or programming routine that could impair operation of the Site or access of others who may, do or will access, browse or use the Site; (d) post, publish, transmit, distribute, offer or upload any information or materials through the Site that is unlawful, fraudulent, or otherwise disagreeable, including without limitation, any information, communication or transmission that constitutes or supports the commission of any illegal activity or any violation of local, state, national or applicable foreign law, including without limitation any export laws and regulations; (e) post, publish, transmit, distribute, or upload any information or materials through the Site that violates any copyright, trademark or any other proprietary intellectual property rights of others, unless you have obtained permission from such owner; (f) post, publish, transmit, distribute, or upload through the Site any bulk e-mail solicitations, chain letters, solicitations, advertisements, pyramid schemes or any other unsolicited communication, including, without limitation, spamming those who access, browse or use the Site; and (g) use, reproduce, distribute, publish or communicate any information or materials obtained from the Site for any commercial reason, unless such activity has been expressly approved by the Company.

Changes or Specialized Modifications

The Company may, at its sole and absolute discretion, modify or change any aspect of the TOU at any time, in whole or in part and without prior notice to you, by posting any modifications to the TOU on its Site. You agree to periodically review, and in all events to review at least once every 14 days, the terms and conditions of the TOU to ensure awareness of any such modifications. Your continued use of the Site after any such modifications or changes are posted will constitute its acceptance of any modifications to the modified TOU. The Company reserves the right to modify the TOU, as it applies to any specific user, to grant special or unique modifications to a specific user, provided that any and all such special modifications must be in writing between the Company and the applicable user. Any specialized modifications so made shall apply only the user that is a party to such written agreement.

Supervision

The Company reserves the right to supervise all material, content and information on its Site, including. The Company also reserves the right, at its sole and absolute discretion, to amend, edit, remove or otherwise block any information or material posted on its Site. However, the Company does not assume responsibility for verifying the content and information on its Site and is not responsible for any damages, losses, expenses or other injuries incurred by any user as a result of relying on any content and information posted on the Company's Site. Users of the Site agree to indemnify and hold harmless the Company from any damages, losses, expenses or other injuries incurred by any user as a result of using the Company's Site.

Access

We may alter, suspend or discontinue the Site or your access to use the Site at any time for any reason without notice or liability to you or to any third party. The Site may become unavailable due to maintenance or malfunction of computer equipment or for other reasons and may result in damages to your systems or operations. You shall be solely responsible for ensuring that any information or content obtained from the Site does not contain any virus or other computer software code or subroutine designed to disable, erase, impair or otherwise damage your systems, software or data. Furthermore, you expressly agree to indemnify and hold harmless the Company from any damages, losses, expenses or other injuries incurred by you as a result of any system errors, malfunctions or other interruptions or temporary or permanent discontinuation of the Site.

Site Changes

The Company reserves the right, in its sole and absolute discretion, to modify, suspend or terminate any aspect of the Site at any time, with or without notice to any past, current or potential users of the Site.

Links to Third Parties

The Site may contain links and pointers to Internet sites maintained by third parties. The Company does not operate or control in any respect any information, products or services on such third-party sites. Third-party links and pointers are included solely for the convenience of users of the Site, and do not constitute any endorsement by the Company. You expressly agree to assume sole responsibility for use of third party links and pointers. Please recognize that we do not control these third party website, we make no representations or warranties whatsoever about any other website other than the Site and the TOU will not apply to any of these other websites. You should consult the applicable terms of use of each third party website before using such third party linked website.

The Company expressly disclaims any and all liability and responsibility for the content of any websites other than the Site. Furthermore, you are directed to take any and all precautions to ensure that third-party websites are free of such items as viruses, worms, trojan horses and other items of a destructive nature.

Links to Us

Unless another party has entered into a written agreement with the Company, a party may only provide a hypertext link to the Site on another web site, if such hyperlink complies with all of the following conditions: 1) the link must be a text-only link clearly marked as "www.spark99.com"; 2) the link must "point" to the URL "http://www.spark99.com" and not to any other pages within the site; 3) the link, when activated by a user of the Site, must display the Site full-screen and not with a "frame" on the linking web site; and 4) the appearance, position and other aspects of the link must not be such as to damage or dilute the goodwill associated with the name and trademarks of the Company and the Site and must not create the false appearance that the Company or the Site is associated with or endorses or sponsors the linking web site. The Company reserves the right to selectively revoke its consent to any link at any time in the Company's sole and absolute discretion.

Recordkeeping

The Company does not guarantee the preservation or maintenance of any records relating to its Site and you are encouraged to keep individual records and an accounting of all activity conducted through the Site.

Communication

All communication with you will occur at the contact information provided by you to us.

Indemnification

You agree to indemnify and hold harmless the Company's shareholders, directors, officers, employees and agents to the fullest extent permitted by law against any and all damages, claims, liabilities, costs and expenses incurred (including all reasonable fees and disbursements of counsel and all reasonable travel and other out-of-pocket expenses incurred in connection with investigation of, preparation for and defense of any pending or threatened claim and any litigation or other proceeding arising therefrom, whether or not in connection with pending or threatened litigation in which the Company or any other indemnified person is a party), including but not limited to actual and consequential damages, as a consequence of using the Site.

Jurisdiction and Arbitration

This User Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of law provisions thereof. You agree that, in the event of any claim or dispute between you and the Company, any and all such claims and disputes shall be the subject of a binding arbitration to be held in the City of Los Angeles before an arbitrator selected by the JAMS and subject to the commercial arbitration rules of JAMS. You and the Company shall bear equally the costs of any such arbitration.

Severability

If any provision of the TOU is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible and the remainder of the TOU shall continue in full force and effect.

Termination

The terms and conditions of the TOU constitute a binding agreement between the Company and you until terminated by you or by us. The Company may at any time, in its sole and absolute discretion, terminate your access to the Site without notice for any reason or no reason. Users may also discontinue their use of the Site at any time and notify the Company of the same.

Limitation of Liability

The Company shall have no liability whatsoever to any user for any damages, losses and causes of action (whether in contract or in tort) in connection with access, browsing or usage of the Site. No third-party beneficiaries are created by virtue of the TOU and the Company expressly disclaims any liability under any circumstances for any damages, losses and causes of action (whether in contract or in tort) to any third parties in connection with access, browsing or usage of the Site.

Intellectual Property

All images, graphics, software, trademarks, logos, service marks and content on the Site (collectively the "Intellectual Property") is and are the sole and exclusive property of the Company, unless otherwise stated, and may not be used, copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means without the prior written consent of the Company. The Intellectual Property, including without limitation all HTML code, server-side code, XML code, and compilations of meta tag key words, specification and trade name data, newsletters and publications, press materials, product and service descriptions, testimonials and all similar data and information, is exclusively owned by the Company, and is and shall, to the maximum extent possible, be protected by copyright and trademark laws and international treaty provisions. To the extent the Intellectual Property is also covered by copyright law, violators are given notice that any such violations may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. Users of the Site shall have no right to the Intellectual Property or unique ideas found on the Site. COPYING OR REPRODUCTION OF THE INTELLECTUAL PROPERTY, INCLUDING BUT NOT LIMITED TO SOFTWARE, TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.

Disclaimer of Warranties and Liability

THE SITE AND ALL MATERIALS THEREON ARE DISTRIBUTED ON AN "AS-IS" BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, THE COMPANY DOES NOT WARRANT THAT: (1) THE INFORMATION ON THIS SITE IS CORRECT, ACCURATE OR RELIABLE; (2) THE FUNCTIONS CONTAINED ON THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE; OR (3) DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU HEREBY ACKNOWLEDGE THAT USE OF THE SITE IS AT YOUR SOLE RISK. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: "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 COMPANY SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY INFORMATION PUBLISHED ON LINKED WEB SITES, CONTAINED IN ANY USER SUBMISSIONS PUBLISHED ON THE SITE, OR PROVIDED BY THIRD PARTIES. NEITHER THE COMPANY NOR ITS THIRD-PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR FOR LOST REVENUES OR PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.

Contact Us

If you have any questions, thoughts or other comments with respect to the TOU, please contact us by: (a) writing us at InstallSpark, Inc. P.O. Box 250, Manhattan Beach, CA 90266, attn: General Counsel or (b) emailing us at legal@spark99.com

Date

The TOU was last updated on March 9, 2009.