TERMS AND CONDITIONS
When you are using any service or product offered by SPARQ MARKETING & MEDIA that is not governed by a separate legal agreement, including the content and information provided at "http://www.sparqtraining.com", the Terms and Conditions set forth here will apply. SPARQ MARKETING & MEDIA also may supplement the Terms and Conditions with posted guidelines or rules applicable to specific areas of the SPARQ MARKETING & MEDIA site. In addition, the SPARQ MARKETING & MEDIA site also may offer other services from time to time that are governed by the terms of service of the respective service partners. Because the Terms and Conditions contain legal obligations, please read them carefully. Please direct any legal questions to:
General Counsel
SPARQ MARKETING & MEDIA
411 NW 13th Ave
Portland OR 97209
The Terms and Conditions below contain a variety of provisions that are generally applicable to the Products and Services and also include some provisions that apply to particular Products and Services. While this list may help you locate particular provisions, you should understand that you will be bound by the entire Terms and Conditions.
1. ACCEPTANCE
By using the Products and Services, you agree, without limitation or qualification, to be bound by, and to comply with, these Terms and Conditions and any other posted guidelines or rules applicable to the SPARQ MARKETING & MEDIA web site, Product or Service. All such guidelines and rules are hereby incorporated by reference into the Terms and Conditions.
2. CONDITIONS AND RESTRICTIONS ON USE
Use of the Products and Services is subject to compliance with these Terms and Conditions. You acknowledge and agree that SPARQ MARKETING & MEDIA may terminate your access to the SPARQ MARKETING & MEDIA web site or to any other SPARQ MARKETING & MEDIA Products and Services should you fail to comply with the Terms and Conditions or any other guidelines and rules published by SPARQ MARKETING & MEDIA. Any such termination shall be in SPARQ MARKETING & MEDIA's sole discretion and may occur without prior notice, or any notice. SPARQ MARKETING & MEDIA further reserves the right to terminate any user's access to the SPARQ MARKETING & MEDIA web site or to any of the Products and Services for any conduct that SPARQ MARKETING & MEDIA, in its sole discretion, believes is or may be directly or indirectly harmful to other users, to SPARQ MARKETING & MEDIA or its subsidiaries, affiliates, or business contractors, or to other third parties, or for any conduct that violates any local, state, federal, or foreign laws or regulations. SPARQ MARKETING & MEDIA further reserves the right to terminate any user's access to the SPARQ MARKETING & MEDIA site or to any other SPARQ MARKETING & MEDIA Products and Services for any reason or for no reason at all, in SPARQ MARKETING & MEDIA's sole discretion, without prior notice, or any notice. In order to use SPARQ MARKETING & MEDIA.com, users must have access to the World Wide Web and must navigate the Internet to HYPERLINK "http://www.SPARQ MARKETING & MEDIA.com" http://www.SPARQ MARKETING & MEDIA.com or another of the URLs associated with the SPARQ MARKETING & MEDIA web site. Because SPARQ MARKETING & MEDIA.com does not collect personal information from persons under 13 years of age, any person under thirteen years of age who wishes to use some of the content or features on SPARQ MARKETING & MEDIA.com must do so only with the express permission of a parent or guardian and only if a parent or guardian is willing to register at SPARQ MARKETING & MEDIA.com in that parent or guardianÕs own name. SPARQ MARKETING & MEDIA does not discriminate on the basis of age, gender, race, ethnicity, nationality, religion, sexual orientation, or any other protected status.
3. REGISTRATION AND PRIVACY
Certain Products and Services will require the user to register and provide certain data. In consideration of use of such Products and Services, in registering and providing such data, you represent and warrant that: (a) the information about yourself is true, accurate, current, and complete (apart from optional items) as required by various SPARQ MARKETING & MEDIA web site registration forms ("Registration Data") and (b) you will maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or SPARQ MARKETING & MEDIA has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, SPARQ MARKETING & MEDIA has the right to suspend or terminate your account and refuse any and all current or future use of the Products and Services. All SPARQ MARKETING & MEDIA web site registrations become the exclusive property of SPARQ MARKETING & MEDIA, its affiliates and subsidiaries. SPARQ MARKETING & MEDIA reserves the right to use and reuse all registration and other personally identifiable user information subject to the SPARQ MARKETING & MEDIA Site Privacy Policy. Users may edit, update, alter or obscure their personally identifiable information at any time by following the instructions located in the SPARQ MARKETING & MEDIA web site Privacy Policy.
4. RESPONSIBILITY FOR MINORS
In cases where you have authorized a minor to use the Products and Services, you recognize that you are fully responsible for: (i) the online conduct of such minor; (ii) controlling the minor's access to and use of the Products and Services; and (iii) the consequences of any misuse by the minor.
5. MEMBER AND USER CONDUCT
Upon registering, you will receive a password and SPARQ MARKETING & MEDIA Site ID. You are responsible for maintaining the confidentiality of the password and ID, and are fully responsible for all activities that occur under your password or ID. You agree to (a) immediately notify SPARQ MARKETING & MEDIA of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each SPARQ MARKETING & MEDIA session. The SPARQ MARKETING & MEDIA web site cannot and will not be liable for any loss or damage arising from your failure to comply with this requirement. You acknowledge and agree that all information, code, data, text, software, music, sound, photographs, pictures, graphics, video, chat, messages, files, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not the SPARQ MARKETING & MEDIA web site, are entirely responsible for all Content that you upload, post, email or otherwise transmit via the Services. The SPARQ MARKETING & MEDIA web site does not control the user or third party Content posted via the Products and Services, and, as such, does not guarantee the accuracy, integrity or quality of such user or third party Content. You acknowledge and Agree that by using the Products and Services, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will the SPARQ MARKETING & MEDIA web site be liable in any way for any user or third party Content, including, but not limited to, for any errors or omissions in any such Content, or for any loss or damage of any kind incurred as a result of the use of any such Content posted, emailed or otherwise transmitted via the Products and Services. As a general matter, SPARQ MARKETING & MEDIA does not pre-screen user or third party Content posted on the SPARQ MARKETING & MEDIA web site, except for certain areas where SPARQ MARKETING & MEDIA employs certain automated screening software, although SPARQ MARKETING & MEDIA reserves the right to do so. SPARQ MARKETING & MEDIA does not guarantee that any screening will be done to your satisfaction or that any screening will be done at all. SPARQ MARKETING & MEDIA reserves the right to monitor some, all, or no areas of the Products and Services for adherence to these Terms and Conditions or any other rules or guidelines posted by SPARQ MARKETING & MEDIA. Prohibited Conduct You agree that you will not use SPARQ MARKETING & MEDIA Site Products and Services to:
* a. Upload, post, email, otherwise transmit, or post links to any Content that you do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
* b. Upload, post, email, or otherwise transmit, or post links to any Content that facilitates hacking.
* c. Upload, post, email, otherwise transmit, or post links to any Content that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights ("Rights") of any party, or contributing to inducing or facilitating such infringement. This prohibition shall include, without limitation, the following forms of software piracy:
* i. Making available copyrighted software or other Content that has had the copyright protection removed.
* ii. Making available serial numbers for software that can be used to illegally validate or register software.
* iii. Making available tools that can be used for no purpose other than for "cracking" software or other copyrighted Content.
* iv. Making available any software files for which the user does not own the copyright or have the legal right to make available.
* d. Upload, post, email, otherwise transmit, or post links to any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose.
* e. Upload, post, email, otherwise transmit, or post links to any material that contains software viruses, worms, trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Products and Services or the SPARQ MARKETING & MEDIA web site.
* f. Use automated means, including additional computers, software and scripts, to enhance play in SPARQ MARKETING & MEDIA web site games and promotions.
* g. Use automated means, including spiders, robots, crawlers, or the like to download data from any SPARQ MARKETING & MEDIA web site database.
* h. Conduct your own contests and promotions.
* i. Upload, post, email, otherwise transmit, or post links to any Content regarding any raffle, contest or game requiring a fee by participants.
* j. Modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display or in any way exploit any Content from any SPARQ MARKETING & MEDIA database, including, without limitation, by incorporating data from any SPARQ MARKETING & MEDIA database into any e-mail or "white pages" products or serviced, whether browser-based, based on proprietary client-site applications, web-based, or otherwise.
* k. Sell, distribute, or make any commercial use of data obtained from any SPARQ MARKETING & MEDIA database or make any other use of data from any SPARQ MARKETING & MEDIA database in a manner, which could be expected to offend the person for whom the data is relevant.
* l. Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.
* m. Use the Products or Services to sell, purchase, or offer to sell or purchase any registered or unregistered securities.
* n. Upload, post, email, otherwise transmit, or post links to any material that is false, misleading, or designed to manipulate any equity, security, or other market.
* o. Access the Products and Services after your account or access has been terminated by SPARQ MARKETING & MEDIA.
* p. Fail to complete any transaction after submitting an order to purchase any goods or services from SPARQ MARKETING & MEDIA or from any seller on the SPARQ MARKETING & MEDIA platform, subject to the individual Merchant's or seller's terms and conditions governing such transactions.
* q. Use any software deployed in connection with the Products and Services to process data as a service to other entities without the express written consent of SPARQ MARKETING & MEDIA or the party from whom such software may be licensed.
You acknowledge and agree that the SPARQ MARKETING & MEDIA Site and its designees shall have the right (but not the obligation), in their sole discretion, to refuse to publish, remove, or block access to any Content that is available via the Products and Services at any time, for any reason, or for no reason at all, with or without notice. Without limitation SPARQ MARKETING & MEDIA and its designees shall have the right (but not the obligation), in their sole discretion, to refuse to publish, remove, or block access to any Content that violates the Terms and Conditions or is otherwise objectionable as determined by SPARQ MARKETING & MEDIA, in its sole discretion. SPARQ MARKETING & MEDIA may also terminate access to, or membership in, the SPARQ MARKETING & MEDIA web site, or any portion thereof, for violating these Terms and Conditions. You acknowledge and agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by or obtained through the use of the SPARQ MARKETING & MEDIA web site, including without limitation information in Chat, Message Boards, Clubs, and in all other parts of the SPARQ MARKETING & MEDIA Site Products and Services. You expressly acknowledge and agree that SPARQ MARKETING & MEDIA may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms and Conditions; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of SPARQ MARKETING & MEDIA, its users and the public. You acknowledge and agree that the technical processing and transmission of the Products and Services, including your Content, may involve (a) transmissions over various sites; and (b) changes to conform and adapt to technical requirements of connecting sites or devices. You further acknowledge and agree that other data collected and maintained by SPARQ MARKETING & MEDIA with regard to its users may be disclosed in accordance with SPARQ MARKETING & MEDIA's Privacy Policy.
6. DISCLAIMER OF WARRANTIES
THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, SPARQ MARKETING & MEDIA DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PRODUCTS AND SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, SPARQ MARKETING & MEDIA DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE PRODUCTS AND SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE PRODUCTS AND SERVICES, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH THE PRODUCTS AND SERVICES OR THROUGH ANY SPARQ MARKETING & MEDIA PROVIDED IN THE PRODUCTS AND SERVICES. SPARQ MARKETING & MEDIA SIMILARLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE PRODUCTS AND SERVICES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT SPARQ MARKETING & MEDIA DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF INFORMATION OR MATERIAL IN THE PRODUCTS AND SERVICES. SPARQ MARKETING & MEDIA DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL. SPARQ MARKETING & MEDIA DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH THE PRODUCTS AND SERVICES, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. SPARQ MARKETING & MEDIA MAKES NO WARRANTY REGARDING THE RELIABILITY OR ACCESSIBILITY OF MEMBER WEB PAGES OR ANY STORAGE FACILITIES OFFERED BY SPARQ MARKETING & MEDIA. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS AND SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.
7. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL SPARQ MARKETING & MEDIA BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF AND RELIANCE ON THE PRODUCTS AND SERVICES. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF SPARQ MARKETING & MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE PRODUCTS AND SERVICES, FROM INABILITY TO USE THE PRODUCTS AND SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PRODUCTS AND SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE PRODUCTS AND SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE PRODUCTS AND SERVICES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE PRODUCTS AND SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE PRODUCTS AND SERVICES. SUCH LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE PRODUCTS AND SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SPARQ MARKETING & MEDIA SITE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUCH LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. SUCH LIMITATION OF LIABILITY SHALL ALSO APPLY TO ANY DAMAGE CAUSED BY LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF MEMBER WEB PAGES OR OTHER CONTENT STORED THROUGHT THE SPARQ MARKETING & MEDIA SITE. UNDER NO CIRCUMSTANCES SHALL SPARQ MARKETING & MEDIA BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT, OR AIR CONDITIONING. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitation may not apply to you.
8. DISCLAIMER REGARDING THIRD PARTY CONTENT
The SPARQ MARKETING & MEDIA web site may offer access to numerous third party web pages and content available over the Internet. In the overwhelming majority of instances, including, but not limited to, sites displayed as search results or contained within a directory of links, SPARQ MARKETING & MEDIA has no control whatsoever over the content of such sites. In other instances, including, but not limited to, web pages hosted on the SPARQ MARKETING & MEDIA web site or provided to the SPARQ MARKETING & MEDIA web site by third parties, SPARQ MARKETING & MEDIA may set guidelines for what may appear on such web pages and may engage in certain screening, but generally exercises no control over the content of such web pages and is unable to police all such content. Third party content accessible through the SPARQ MARKETING & MEDIA web site from such sources is developed by people over whom the SPARQ MARKETING & MEDIA web site exercises no control. Web pages hosted by the SPARQ MARKETING & MEDIA web site are posted by third parties, and, with the exception of certain automated screening functions, SPARQ MARKETING & MEDIA cannot and does not screen such web pages before they are made accessible to other users of the SPARQ MARKETING & MEDIA web site. Accordingly, the SPARQ MARKETING & MEDIA web site assumes no responsibility for the content of any site included in any search results or otherwise linked to the SPARQ MARKETING & MEDIA web site web sites or in any web page hosted for a third party within the SPARQ MARKETING & MEDIA web site. In instances where the SPARQ MARKETING & MEDIA web site does review the sites that are displayed in directories, indices, and/or references, or where the SPARQ MARKETING & MEDIA web site makes available directories, indices, and/or references of sites compiled by third parties, the content located at such sites was developed third parties, and review of such sites by SPARQ MARKETING & MEDIA, if any, is narrowly limited to that which is necessary for compiling the particular set of links.
9. ADVERTISERS AND CONTENT LINKED TO THE SPARQ MARKETING & MEDIA SITE
SPARQ MARKETING & MEDIA may provide, or third parties may provide, links to other sites or resources located on the World Wide Web by allowing a user to leave the SPARQ MARKETING & MEDIA web site to access third-party material or by bringing the third party material into this site via "inverse" hyperlinks and framing technology. SPARQ MARKETING & MEDIA has no control over such sites and resources. You acknowledge and agree that SPARQ MARKETING & MEDIA is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that SPARQ MARKETING & MEDIA shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the SPARQ MARKETING & MEDIA web site Products and Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that SPARQ MARKETING & MEDIA shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Product and Services. SPARQ MARKETING & MEDIA encourages you to exercise discretion while using the Products and Services to browse the Internet. SPARQ MARKETING & MEDIA makes no representations concerning any effort to review the content of any of the sites listed in automated search results, web guides or other directories, or of any of the sites otherwise linked to the SPARQ MARKETING & MEDIA web site web sites. SPARQ MARKETING & MEDIA shall not be held responsible for the accuracy, copyright or trademark compliance, legality, or decency of material contained in sites listed in the SPARQ MARKETING & MEDIA web site search results or otherwise linked to the SPARQ MARKETING & MEDIA web or provided to the SPARQ MARKETING & MEDIA web site by third parties.
10. NO LICENSE; INTELLECTUAL PROPERTY OF SPARQ MARKETING & MEDIA AND OTHERS
Except as expressly provided, nothing within any of the Products and Services shall be construed as conferring any license under any of the SPARQ MARKETING & MEDIA web sites or any third party's intellectual property rights, whether by estoppel, implication, waiver, or otherwise. Without limiting the generality of the foregoing, you acknowledge and agree that certain Content available through and used to operate the SPARQ MARKETING & MEDIA web site and the Products and Services is protected by copyright, trademark, patent, or other proprietary rights of SPARQ MARKETING & MEDIA and its affiliates, licensors, and service providers. Except as expressly provided to the contrary, you agree not to modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available by SPARQ MARKETING & MEDIA in connection with the Products and Services. You agree not to hold yourself out as in any way sponsored by, affiliated with, or endorsed by SPARQ MARKETING & MEDIA, any of SPARQ MARKETING & MEDIA's affiliates, or any of SPARQ MARKETING & MEDIA's service providers. You agree not to use any of the trademarks or service marks or other Content accessible through the SPARQ MARKETING & MEDIA web site of any purpose other than the purpose for which such Content is made available to users by SPARQ MARKETING & MEDIA. You agree not to defame or disparage SPARQ MARKETING & MEDIA, the trademarks or service marks of SPARQ MARKETING & MEDIA, or any aspect of the Products and Services. You agree not to adapt, translate, modify, decompile, disassemble, or reverse engineer the Products and Services or any software or programs used in connection with the Products and Services or the SPARQ MARKETING & MEDIA web site.
11. INDEMNITY AND RELEASE
By using the SPARQ MARKETING & MEDIA web site you agree to indemnify SPARQ MARKETING & MEDIA and its parents, subsidiaries, affiliates, officers, and employees and hold them harmless from any and all claims and expenses, including attorney's fees, arising from your use of the SPARQ MARKETING & MEDIA web site, your use of the Products and Services, or your submission of ideas and/or related materials to SPARQ MARKETING & MEDIA or from any person's use of any account or password you maintain with any portion of the SPARQ MARKETING & MEDIA web site, regardless of whether such use is authorized by you. By using the SPARQ MARKETING & MEDIA web site, using the Products and Services, or submitting any ideas and/or related materials to SPARQ MARKETING & MEDIA, you are hereby agreeing to release SPARQ MARKETING & MEDIA and its parents, subsidiaries, affiliates, officers, and employees from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that you may have against them arising out of or in any way related to such disputes and/or to the Products and Services or to any disputes regarding use of ideas and/or related materials submitted to SPARQ MARKETING & MEDIA. YOU HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT THE EFFICACY OF SUCH RELEASES. FOR EXAMPLE, YOU SPECIFICALLY AGREE TO WAIVE THE PROVISIONS OF 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."
12. LIMITATION OF ACTIONS
You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, or relating to, your use of the SPARQ MARKETING & MEDIA web site or the Products and Services must be filed within one (1) year after such claim or cause of action arises, or forever be barred.
13. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS
It is the policy of the SPARQ MARKETING & MEDIA web site to respond expeditiously to claims of intellectual property infringement. SPARQ MARKETING & MEDIA will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, the SPARQ MARKETING & MEDIA web site will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. The SPARQ MARKETING & MEDIA web site will terminate access for subscribers and account holders who are repeat infringers.
14. ARBITRATION, GOVERNING LAW AND FORUM FOR DISPUTES
Unless expressly stated to the contrary elsewhere within the Products and Services, all legal issues arising from or related to the use of the Products and Services shall be construed in accordance with, and all questions with respect thereto shall be determined by, the laws of the California applicable to contracts entered into and wholly to be performed within said state. Any controversy or claim arising out of or relating to these Terms and Conditions or any user's use of the Products and Services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in California, and judgment on the arbitration award may be entered into in any state or federal court in California having jurisdiction thereof. Any party seeking temporary or preliminary injunctive relief may do so in any state or federal court in California having jurisdiction thereof. Except as set forth above, the state and federal courts of California shall be the exclusive forum and venue to resolve disputes arising out of or relating to these Terms and Conditions or any user's use of the Products and Services. By using the Products and Services and thereby agreeing to these Terms and Conditions, users consent to personal jurisdiction and venue in the state and federal courts in California with respect to all such disputes.
15. CHANGES IN TERMS AND CONDITIONS AND CHANGES IN PRODUCTS AND SERVICES
The SPARQ MARKETING & MEDIA web site reserves the right to modify the Products and Services from time to time, for any reason, and without notice, including the right to terminate the Products and Services. The SPARQ MARKETING & MEDIA web site reserves the right to modify these Terms and Conditions from time to time, without notice. Please review these Terms and Conditions from time to time so you will be apprised of any changes.
16. MERGER
These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter contained herein and supersedes any other agreement, proposals and communications, written or oral, between SPARQ MARKETING & MEDIA's representations and you with respect to the subject matter hereof; except that any other terms and conditions located on any individual SPARQ MARKETING & MEDIA web site or in connection with the Products and Services are incorporated herein by reference to the extent they do not conflict with these Terms and Conditions. To the extent that any other terms and conditions or terms of service conflict with these Terms and Conditions, those other provisions shall control with respect to the use of the particular web site and any Products or Services available on or through the web site or the respective Product or Service at which those other provisions may be found.
17. NON-WAIVER AND SEPARABILITY
SPARQ MARKETING & MEDIA's failure to exercise any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of these Terms and Conditions to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and agree that the other provisions of these Terms and Conditions remain in full force and effect.
18. RELATIONSHIP OF PARTIES
You acknowledge and agree that you and SPARQ MARKETING & MEDIA are independent contractors under these Terms and Conditions, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party pursuant to these Terms and Conditions has authority to enter into agreements of any kind on behalf of the other and neither party shall be considered the agent of the other.
19. NO RESALE, ASSIGNMENT, OR SUBLICENSING
You agree not to resell, assign, sublicense, otherwise transfer, or delegate your rights or obligations under these Terms and Conditions without prior express written authorization of SPARQ MARKETING & MEDIA.
20. SUCCESSORS AND ASSIGNS
Without in any way limiting the prohibition on your resale, assignment, sublicensing, or other transfer of rights or obligations, these Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.
21. TERMINATION; SURVIVAL
These Terms and Conditions shall continue in effect for as long as you use the Products and Services, unless specifically terminated earlier by SPARQ MARKETING & MEDIA. All provisions of these Terms and Conditions which impose obligations continuing in their nature shall survive termination of these Terms and Conditions.
22. COMMUNICATIONS WITH USERS
SPARQ MARKETING & MEDIA reserves the right to communicate with you regarding your use of the Products and Services.
23. SUBMISSIONS OF IDEAS
The SPARQ MARKETING & MEDIA web site is always improving its Products and Services and developing new features. If you have ideas regarding improvements or additions to the SPARQ MARKETING & MEDIA Site, we would like to hear them -- but any submission will be subject to these Terms and Conditions. UNDER NO CIRCUMSTANCES SHALL ANY DISCLOSURE OF ANY IDEA OR RELATED MATERIALS TO SPARQ MARKETING & MEDIA BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA AND/OR ANY RELATED MATERIAL TO SPARQ MARKETING & MEDIA, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA OR ANY RELATED MATERIALS AND ARE REPRESENTING AND WARRANTING TO SPARQ MARKETING & MEDIA THAT THE IDEA AND/OR RELATED MATERIALS ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA AND/OR MATERIALS AND THAT SPARQ MARKETING & MEDIA IS FREE TO IMPLEMENT THE IDEA AND TO USE THE MATERIALS IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY SPARQ MARKETING & MEDIA, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.
24. EXPORT CONTROLS
Certain software, and related documentation or technical information, available through the SPARQ MARKETING & MEDIA web site is subject to applicable laws and regulations of the United States pertaining to export controls. By using such software or related documentation or technical information, you represent and warrant that you are not located in, or under the control of, or a national or resident of any embargoed country or any country on the U.S. Department of Commerce's Table of Denial Orders. You agree not to export or re-export such software or related documentation or technical information directly or indirectly to any countries that are subject to United States export restrictions.
