These terms of service (this “Agreement”) is a binding agreement. By clicking “accept”, downloading or using the Application in connection with our platform (the “Platform”) which provides services to our customers in order for them to mobilize communities to action and promote communication within such communities (the “APP”) that is the subject of this Agreement you, (the “User” or “you”) acknowledge that you have read this Agreement, that you understand it, and that you agree to be bound by its terms. If you do not agree with the terms and conditions of this Agreement, do not accept this Agreement and do not download the app or use the Platform.
Licensor may modify this Agreement from time to time. Your continued use of the App or Platform following such change shall be deemed as your consent to any such modifications.
1. License. D.I Dama Innovations Ltd. (“Licensor”, operating the Spark platform) provides a Platform which includes proprietary software, algorithms and documentation (collectively, the “Software”). Access to our Platform is made to you by means of the App. Subject to the terms and conditions of this Agreement, Licensor hereby grants the User a limited, non-exclusive, non-transferable, non-sublicensable, license to download the App, solely in executable code form, as necessary for you to access the Platform and solely for your personal use. You may not provide access to or use the App or content thereof for the benefit of third parties or make commercial use of the App or related content, but you may use the App in connection with your own personal activities, subject to the terms hereof. Licensor grants no rights in any source code. Licensor may provide updates, upgrades and new releases available for download and installation by you (“Upgrades”), and all such Upgrades will be subject to the provisions of this Agreement. You acknowledge that we may, in our sole discretion and at any time, modify or discontinue providing App or any part thereof without notice.
2. Account Registration. Generally, you will create an account on the Spark platform using the link sent to you by one of our customers in connection with their “Workspace”. You will also be able to register with additional Workspaces on the Spark platform. Your account allows you to access certain services provided by the App, subject to this Agreement and our Privacy Notice (which may be accessed at https://www.sparkstudio.app/privacy and is hereby incorporated by reference). We reserve the right to refuse to allow a user to open or maintain an account for any reason in our sole discretion.
Your account is at risk if you let someone use it inappropriately and your account is subject to termination if you or anyone using your account violates this Agreement. If your account is terminated, you may not register for our App again without express permission.
You agree to immediately notify us of any unauthorized use of your App account. You are fully and solely responsible for the security of your computer system, tablet and mobile phone and for all activities on your account, even if such activities were not performed by you. We will not be liable for any losses or damage arising from unauthorized use of your account, and you agree to indemnify and hold us harmless for any improper or illegal use of your account, unless you have notified us via e-mail to legal@sparkstudio.app that your account has been compromised, and have requested us to block access to it. This includes illegal or improper use by someone to whom you have given permission to use your account. We do not police for, and cannot guarantee that we will learn of or prevent, any inappropriate use of the App.
3. Termination of Account. You agree that we may for any reason, in our sole discretion and without notice, terminate your account, and remove from the App any content associated with your account. Grounds for such termination may include (i) extended periods of inactivity, (ii) violation of the letter or spirit of this Agreement, (iii) fraudulent, harassing or abusive behavior, (iv) behavior that is harmful to other users, third parties, or our business interests, or (v) behavior that violates the privacy of other users or third parties.
If we believe, in our sole discretion, that a violation of this Agreement or any illegal or inappropriate behavior has occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate suspected violations of this Agreement or illegal and inappropriate behavior on the App. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, Content and behavior of anyone believed to have violated this Agreement or to have engaged in illegal behavior on the App. You may request termination of your account at any time and for any reason by sending an email to legal@sparkstudio.app. Any suspension, termination, or cancellation shall not affect your obligations to us and our licensors under this Agreement (including but not limited to ownership, indemnification, and limitation of liability), which by their sense and context are intended to survive such suspension, termination, or cancellation.
4. Restrictions. Except as expressly permitted hereunder you may not, nor may you assist other parties to (a) copy, modify, or create derivative works of the App, Software or parts thereof, (b) distribute, sell or transfer the App, Software or parts thereof or sublicense your right to use the App or Software, (c) reverse-engineer, disassemble, or attempt to derive the source code or underlying algorithms of the App or Software, (d) attempt to disable or circumvent any security or access control mechanism of the App or Software, (e) remove any trademarks or notices (including copyright notices) from the App or Software or (f) use the App or Software to provide services to third parties as part of a timesharing or service bureau arrangement. You may not use the App or Software in violation of any applicable law or regulation.
Users are also prohibited from doing the following:
● solicit another person’s password or other personal information under false pretenses.
● impersonate another user or otherwise misrepresent yourself in any manner (including creating multiple accounts or personas) whether to another user, to us, or otherwise.
● violate the legal rights of others, including defaming, abuse, stalking or threatening users.
● infringe the intellectual property rights, privacy rights, or moral rights of any third party.
● post or transmit any Content (as defined below) that is (or you reasonably believe or should reasonably believe to be) illegal, fraudulent, or unauthorized, or furthers such activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material.
● violate any applicable law, rule or regulation.
● publish falsehoods or misrepresentations.
● post or transmit any Content that is (or reasonably should be understood to be) libelous, defamatory, obscene, offensive (including material promoting or glorifying hate, violence, or bigotry or otherwise inappropriate to the community ethos of the App).
● post or transmit any virus, worm, Trojan horse, or other harmful or disruptive component.
● circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content.
● use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index or data-mine the App.
To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, you shall inform Licensor in writing in each instance prior to engaging in the activities set forth above.
5. Content. Certain types of content may be made available through the App and/or in connection with a Workspace. “Content” as used in this Agreement means, collectively, all content on or made available through the App and/or Workspace, including but not limited to messages, files or other content posted by means of the App.
Licensor may allow Users to post Content by means of the App and/or Workspace, participate in forums or chats, perform calls to action or to provide feedback and comments Users are fully and solely responsible for any Content they submit or post by means of the App, and represent and warrant that such Content (a) complies with all applicable law, does not infringe third party moral or privacy rights and does not infringe third party intellectual property rights, (b) does not contain any defamatory, libelous, vulgar, obscene or otherwise offensive content, and (c) complies with applicable law. Licensor has no obligation to accept, display, review or maintain any Content. Moreover, Licensor reserves the rights to remove and permanently delete any Content, including any statements of any user, without notice and for any reason. Any posted or submitted Content shall not be considered confidential and may be disseminated by Licensor without any compensation to you. Content you provided may be available to the public, and you should have no expectation of privacy in the same. This provision shall not apply to personal information that is subject to our Privacy Policy except to the extent that you make such personal information publicly available on or through the Service or in any Content. LICENSOR DOES NOT ENDORSE ANY CONTENT OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED THEREIN, AND LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH CONTENT. Licensor may choose at its sole discretion to monitor Content for inappropriate or illegal behavior, including through automatic means; provided, however, that Licensor reserves the right to treat user Content as content stored at the direction of users for which Licensor will not exercise editorial control except when violations are directly brought to Licensor’s attention. Licensor has the right to edit, delete, distort or move user Content from the App without notice for any reason at any time.
6. Intellectual Property. You have no ownership rights in the Software or App. Rather, you have a license to use the Software as part of the App only so long as this Agreement remains in effect. Ownership of the App and Software, any Updates and all intellectual property rights therein shall remain at all times with Licensor or its licensors. No rights are granted hereunder by estoppel or by implication. All rights not granted to you herein are reserved to Licensor or its licensors. Any references to the sale or transfer of the Software and/or App herein or in any other communication between Licensor and you shall mean only the license of the Software pursuant to the terms and conditions of this Agreement and the Services Agreement. You have no obligation to provide Licensor with any feedback concerning the App, Software or Updates. Nevertheless, if you provide Licensor with any feedback concerning the App, Software or Updates, you also provide Licensor with a non-exclusive, perpetual license to make all uses of such feedback without any obligation to you.
7. Open Source. Licensor products and services may include certain software made available under open source licenses (the “Open Source Software”). To the extent required by the applicable open source licenses, the terms and conditions of such licenses shall apply to the Open Source Software in lieu of the terms and conditions of this Agreement. Notwithstanding anything to the contrary in this Agreement, Licensor makes no warranties in respect of Open Source Software in excess of the warranties set forth in the applicable open source license itself, and accepts no liability in respect of Open Source Software in excess of the limitation of liability set forth in the applicable open source license. In the event you are entitled to any source code under the terms of any license applicable to Open Source Software, you may contact Licensor in writing for a copy of such source code.
8. Data. The Software collects certain data concerning your access to the App and/or Software in connection with a Workspace (such as, for example, performance, capacity usage, data reduction ratios and configuration data, as well as IP addresses), as well as messages, files or other content submitted through authorized App accounts and may transfer such data to servers of Licensor (“Data”). Our processing of the Data is subject to the terms of our Privacy Notice, as updated from time to time. https://www.sparkstudio.app/privacy
9. User Warranties. You represent and warrant that (a) you have all rights necessary to enter into this Agreement and perform your obligations hereunder; (b) nothing contained in this Agreement or in the performance of this Agreement will place you in breach of any other contract or obligation; and (c) you shall at all times remain in full compliance with all applicable laws and regulations with regard to its performance under this Agreement.
10. Indemnity. You agree to indemnify, defend, and hold harmless us and our respective employees, directors, officers, subcontractors and agents of each, against any and all claims, damages, or costs or expenses (including reasonable attorneys’ fees) that arise directly or indirectly from: (a) breach of this Agreement by you or anyone using your computer or password; (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) the App, including any transactions that you conduct or attempt; (c) your violation of any law or regulation; (d) your infringement of any right of any third party; (d) information you provide to or use in connection with the services violating third party intellectual, privacy or other rights and (e) any other matter for which you are responsible hereunder or under law. You agree that your use of the App, including, without limitation, provision of services in connection with the App) shall be in compliance with all applicable laws, regulations and guidelines.
11. Licensor Warranties; Disclaimer. The App and all Software is provided “AS-IS”. The Licensor (and its licensors and commercial partners) expressly disclaims any warranties with respect to the App and all Software. Licensor disclaims any statutory or implied warranties, including any warranties of merchantability, fitness for a particular purpose, title or non-infringement. No warranty is made that the App or Software will meet your requirements, that the operation of the App or Software will be continuous or error-free, that the App or Software will operate as intended or at all under all conditions, or that any defects in the App or Software will be corrected. No warranty is made REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED BY THE APP.
You understand that we are not responsible for the accuracy, usefulness, safety, appropriateness or intellectual property rights of or relating to any content available on the App. Although users must agree to this Agreement, it is possible that other users (including unauthorized users) may post or transmit offensive or obscene materials that you may be involuntarily exposed to such offensive or obscene materials, and you hereby agree to waive, and do waive, any legal or equitable rights or remedies you have or may have against us with respect to thereto. It also is possible for others to obtain personal information about you due to your use of the App, including any personal information that you may choose to make available. Anyone receiving or viewing the content on the App may use your information for purposes other than what you intended. We are not responsible for the use of any personal information that you disclose on the App. Please carefully select the type of information that you post or release to others. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER MEMBERS OR USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE APP OR OTHERWISE.
No advice or information, whether oral or written, obtained by you from us, shall create any warranty not expressly stated in this Agreement. If you choose to rely on such information, you do so solely at your own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.
12. Limitation of Liability. In no event shall Licensor (or its licensors or commercial partners) be liable to you or any other entity for indirect, special, incidental or consequential damages (including, but not limited to, loss of profits, loss of data or loss of use damages) as a result of the App or Software or the use thereof, even if Licensor has been advised of the possibility of such damages or losses. The liability of Licensor (and its licensors or commercial partners) for the App or Software shall not exceed amounts actually paid by you to Licensor specifically for the use of the App or Software in the 12 months prior to the applicable claim. If you have not made any payments, then our liability will be capped at US $100.
We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any content on the App. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on the App, including any injury or damage to users or to any person's computer related to or resulting from participation or downloading materials in connection with the App. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death, resulting from use of the App, from any content posted on or through the App, or from the conduct of any users of the App, whether online or offline.
13. Apps downloaded from App Store.
This Agreement is an agreement between you and us. Apple has no responsibility for the App or the content of the App, including in respect of claims of intellectual property infringement, product liability or that the App does not conform with applicable law. To the maximum extent permitted by applicable law, Apple provides no warranty in respect of the App and has no obligation to provide maintenance or support in respect of the App. All claims in respect of the App must be directed to us. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility. Your use of the App must be in compliance with the App Store Terms of Service, and you may only use the App on an Apple branded product that you own or control as permitted by such terms. We, not Apple, are responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation. You acknowledge that, in the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, we, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. Apple and its subsidiaries shall be a third party beneficiary of this Agreement with the right to enforce this Agreement against you. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
14. Termination. This Agreement shall come into effect as of the day that you accept its terms and shall continue in effect until terminated according to the provisions hereof. Upon the expiry or termination of this Agreement, you shall cease all use of the App or Software, and you may permanently lose access to your data and information on the App, which data and information may be made unrecoverable. The rights and obligations of the parties as set forth in Sections 2 – 18 shall survive the termination or expiration of this Agreement for any reason.
15. General. The rights and obligations of the parties to this Agreement shall not be governed by the United Nations Convention on the International Sale of Goods. Any waivers of any condition of this Agreement must be in writing, and the waiver of any requirement in certain situations or circumstances shall not be interpreted as the waiver of such requirement in other situations or circumstances. This Agreement constitutes the entire agreement between the parties hereto. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, such provision shall be interpreted as necessary to give maximum effect to its provisions as possible under applicable law and the remainder of this Agreement shall remain in effect. Licensor may assign or transfer any of its rights or obligations hereunder without your consent. You may not assign any of your obligations or rights hereunder. Licensor communicates with its users electronically and on-line and, as such, you consent to receive all communications and notices electronically from Licensor or to an email address that you have provided to Licensor. All such communications or notifications shall be considered as having been provided in writing. You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
16. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations under this Agreement on account of strikes, shortages, riots, insurrection, pandemics, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, volcanic eruption, material shortages or any other cause that is beyond the reasonable control of such.
17. Governing Law. This Agreement shall be construed, interpreted and governed by the laws of the State of New York, without regard for its conflict of laws’ provisions and the competent courts in New York, New York, Israel shall have exclusive jurisdiction to hear any disputes arising hereunder.