Terms of Service

Agreement Overview

These Terms of Service ("Terms") are a legal agreement between you ("Customer," "you") and SparkCEP, Inc. ("SparkCEP," "we," "us"). By creating an account or using the SparkCEP platform ("Platform"), you agree to these Terms.

If you're accepting on behalf of a company or organization, you confirm that you have the authority to bind that entity to these Terms.

If you don't agree, don't use the Platform.

1. The Platform

SparkCEP is a clinical engagement platform for medical device distributors and representatives. The Platform provides tools for managing product catalogs, brand pages, surgeon contacts, and email communications.

We may update, modify, or add features to the Platform over time. We'll notify you of material changes that affect your use.

2. Your Account

Registration

You must provide accurate and complete information when creating an account. You're responsible for keeping your account credentials secure and for all activity that occurs under your account.

Team access

If your subscription includes multiple seats, you're responsible for managing user access and ensuring your team members comply with these Terms.

Age requirement

You must be at least 18 years old to use the Platform.

3. Your Data

Ownership

You own your data. Product listings, brand page content, contact lists, email content, and any other information you create or upload through the Platform ("Customer Data") belongs to you. We don't claim any ownership rights over your Customer Data.

License to us

You grant SparkCEP a limited license to store, process, display, and transmit your Customer Data solely for the purpose of operating the Platform and providing our services to you. This license ends when you delete your data or close your account.

Responsibility

You're responsible for the accuracy and legality of your Customer Data. You confirm that you have the right to upload and use any content you add to the Platform, including product images, documents, and contact information.

Surgeon and visitor data

When surgeons or visitors submit information through your brand page, that data is collected on your behalf. You are the data controller for those contacts and are responsible for complying with applicable privacy and communication laws (including CAN-SPAM, TCPA, and any relevant state or international regulations) when communicating with them through the Platform.

4. Acceptable Use

You agree to use the Platform in a lawful and responsible manner. Specifically, you will not:

• Use the Platform to send unsolicited commercial messages (spam) or violate anti-spam laws
• Upload content that infringes on the intellectual property rights of others
• Upload malicious code, viruses, or anything designed to disrupt the Platform
• Attempt to access other customers' accounts or data
• Reverse engineer, decompile, or attempt to extract the source code of the Platform
• Resell, sublicense, or redistribute access to the Platform without our written consent
• Use the Platform for any illegal purpose
• Misrepresent your identity or affiliation with any person or organization

We reserve the right to suspend or terminate your account if you violate these Terms.

5. Subscriptions and Payment

Pricing

SparkCEP is offered as a paid subscription. Pricing, billing frequency, and included features are outlined in your order or subscription agreement.

Setup fee

Your subscription may include a one-time setup fee covering initial account configuration, site buildout, and product catalog setup. Setup fees are non-refundable once work has begun.

Billing

Subscription fees are billed in advance on a recurring basis (monthly or annually, depending on your plan). Payment is due on the date specified in your subscription agreement.

Late payment

If payment is not received within 15 days of the due date, we may suspend access to the Platform until the balance is resolved. We'll notify you before any suspension takes effect.

Price changes

We may adjust pricing for future billing periods with at least 30 days' written notice. Price changes will not apply to your current billing period.

Taxes

All fees are exclusive of taxes. You are responsible for any applicable sales, use, or other taxes associated with your subscription.

6. Cancellation and Refunds

Cancellation by you

You may cancel your subscription at any time by contacting support@sparkcep.com. Cancellation takes effect at the end of your current billing period. You will retain access to the Platform until the end of that period.

Refunds

Subscription fees are non-refundable. We do not provide prorated refunds for unused portions of a billing period.

Data after cancellation

Upon cancellation, you may request an export of your Customer Data within 30 days. After 30 days, we will delete your data in accordance with our Privacy Policy.

7. Intellectual Property

Our property

The Platform—including its design, code, features, documentation, branding, and any content we create—is owned by SparkCEP and protected by intellectual property laws. These Terms do not grant you any ownership rights to the Platform.

Your property

As stated in Section 3, you retain ownership of your Customer Data. Any product information, images, or documents you upload remain yours.

Feedback

If you provide suggestions, ideas, or feedback about the Platform, we may use them without restriction or obligation to you. You're not required to provide feedback.

8. Emails Sent Through SparkCEP

Your responsibility

When you send emails through the Platform (newsletters, announcements, product updates), you are the sender. You are responsible for ensuring your communications comply with all applicable laws, including CAN-SPAM, GDPR, and any other relevant regulations.

Requirements

All emails sent through SparkCEP must:

• Be sent only to contacts who have a legitimate business relationship with you or have opted in to receive communications
• Include accurate sender information (your name and company)
• Include a working unsubscribe mechanism (provided automatically by the Platform)

Prohibited content

You may not use SparkCEP to send emails that contain misleading subject lines, deceptive content, or material that violates applicable law.

Enforcement

If we determine that your email activity violates these Terms or applicable law, we may suspend your ability to send emails through the Platform with or without notice.

9. Availability and Support

Uptime

We strive to keep the Platform available and reliable, but we do not guarantee uninterrupted access. The Platform may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control.

Support

We provide support via email at support@sparkcep.com during standard business hours. Response times may vary based on issue severity and your subscription plan.

Modifications

We may modify, update, or discontinue features of the Platform at any time. If we discontinue a material feature, we'll provide reasonable advance notice.

10. Confidentiality

Each party agrees to keep the other party's confidential information private and to use it only for the purposes of this agreement. Confidential information includes business plans, pricing, customer lists, technical data, and any information identified as confidential.

This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

11. Limitation of Liability

Disclaimer

The Platform is provided "as is" and "as available." To the maximum extent permitted by law, SparkCEP disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Platform will be error-free, uninterrupted, or that it will meet your specific requirements.

Liability cap

To the maximum extent permitted by law, SparkCEP's total liability to you for any claims arising from or related to these Terms or your use of the Platform shall not exceed the total fees you paid to SparkCEP during the 12 months immediately preceding the claim.

Exclusions

In no event shall SparkCEP be liable for any indirect, incidental, special, consequential, or punitive damages, including lost revenue, lost profits, lost data, or business interruption, regardless of the cause of action or theory of liability.

12. Indemnification

You agree to indemnify and hold SparkCEP harmless from any claims, damages, losses, or expenses (including reasonable attorney's fees) arising from:

• Your use of the Platform
• Your Customer Data
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Emails or communications you send through the Platform

13. Termination

By you

You may terminate these Terms at any time by canceling your subscription and closing your account.

By us

We may terminate or suspend your access to the Platform if:

• You breach these Terms and fail to resolve the breach within 15 days of written notice
• You engage in activity that poses a security risk to the Platform or other customers
• You fail to pay fees when due after receiving notice
• Required by law

Effect of termination

Upon termination, your right to use the Platform ends immediately. Sections relating to data ownership, intellectual property, limitation of liability, indemnification, and governing law survive termination.

14. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any disputes arising from these Terms shall be resolved in the state or federal courts located in Delaware.

15. Dispute Resolution

Before filing any claim, both parties agree to attempt to resolve disputes informally by contacting the other party. If a dispute is not resolved within 30 days of notice, either party may pursue formal resolution through the courts described in Section 14.

16. General Provisions

Entire agreement

These Terms, together with our Privacy Policy and any order or subscription agreement, constitute the entire agreement between you and SparkCEP.

Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

Assignment

You may not assign or transfer these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

Notices

We may send notices to the email address associated with your account. You may send notices to support@sparkcep.com. Notices are considered received when sent via email.

17. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we'll notify you at least 30 days in advance via email or through the Platform. Continued use of the Platform after changes take effect constitutes acceptance of the updated Terms.

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