Parties
This Services Agreement (“Agreement”) is entered into by and between SPRK, LLC, a Nevada limited liability company (“SPRK,” “we,” “our”) and the customer identified on an online signup, order, or invoice (“Client,” “you,” “your”). By clicking “I Agree,” signing an Order, or using the Services, you accept this Agreement.
1. Definitions
1.1 “Services” means (a) the SPRK CRM (the “CRM”) and (b) SPRK Marketing services (“Marketing,” also referred to as the “Marketing Program”).
1.2 “Order” means any signup, order form, or invoice that references this Agreement.
1.3 “Client Content” means information, creative, data, ads, leads, brand assets, and materials you supply.
1.4 “Inbound Lead” means a lead record automatically captured into the CRM from an external source (e.g., Facebook Lead Ads, landing pages, web forms, or connected integrations). Test submissions and internal seed entries are excluded.
2. Services & Scope
2.1 CRM. Subject to this Agreement, SPRK grants you a non-exclusive, non-transferable, revocable license to access and use the CRM during the Term for your internal business purposes. You will maintain user credentials securely and comply with Section 10 (Acceptable Use).
2.2 Marketing. If selected, SPRK will create and manage advertising campaigns, including ad graphics and ad copy, and operate those campaigns in Client’s Facebook Business Manager (or other ad platform accounts) with access you grant. Client is responsible for all third-party ad spend and platform fees charged by those platforms.
3. Fees & Billing
3.1 Setup & Subscription Fees. Upon signup, you authorize SPRK to charge the applicable one-time setup fee and the monthly CRM subscription fee (per user seat, plus applicable taxes) to the payment method on file. Fees begin on the Effective Date.
3.2 Recurring Fees & Auto-Recharge. CRM fees are billed in advance and renew month-to-month until canceled. Per-user fees apply to each active user seat. If you subscribe to Marketing, its management fees (if any) are billed on a 30-day cadence from your Marketing signup date (see Exhibit A). You authorize SPRK to automatically charge recurring fees (“Auto-Recharge”) on or after each renewal date.
3.3 Cancellation Window (Written; 5 Business Days). To avoid your next renewal charge (for CRM and/or Marketing), you must send written notice to [email protected] at least five (5) business days before your upcoming monthly anniversary.
3.4 Late/Failed Payments. If a charge is declined or overdue, SPRK may suspend access until amounts are paid. You agree to reimburse reasonable costs of collection.
3.5 Price Changes. SPRK may modify fees with at least thirty (30) days’ notice for subsequent billing cycles.
4. 30-Day Money-Back Guarantee (CRM Setup & Inbound Leads Only)
If SPRK cannot deliver (i) a configured CRM workspace and (ii) at least one active Inbound Lead source capturing Inbound Leads into the CRM within thirty (30) calendar days after you complete all onboarding prerequisites due solely to factors within SPRK’s reasonable control, SPRK will refund 100% of CRM fees paid. Exclusions apply for third-party costs and Client-caused delays. Claims must be submitted per the agreement process.
5. Term, Renewal & Termination
5.1 Term. Starts on the Effective Date and continues month-to-month unless terminated.
5.2 Convenience Cancellation. You may cancel at any time with written notice to [email protected] subject to the 5-business-day window.
5.3 Termination for Cause. Either party may terminate for material breach if not cured within ten (10) days. SPRK may suspend for nonpayment or misuse.
5.4 Effect of Termination. CRM access disabled upon termination. Export of Client Content available upon request for 30 days; thereafter deletion may occur. Fees are non-refundable except as stated in Section 4 or required by law.
6. Intellectual Property; Proprietary Systems & Materials
Client owns Client Content; SPRK owns the Services and all SPRK Materials. No reverse engineering, copying, competing use, or disclosure of proprietary materials. Aggregated/de-identified data may be used to improve services. Feedback may be used royalty-free.
7. Data Protection & Confidentiality
Commercially reasonable safeguards are used. The CRM is not designed for PHI unless separately agreed. Each party will protect Confidential Information; confidentiality survives termination.
8. Marketing Program — Incorporation by Reference
Marketing-specific terms are set forth in Exhibit A and incorporated by reference.
9. Payment Authorization; Taxes
You authorize charges to the payment method on file. Fees exclude taxes; you are responsible for applicable taxes.
10. Acceptable Use & Client Responsibilities
No credential sharing, bypassing security, spam, malware, infringement, or unlawful use. You are responsible for compliance with applicable laws and platform rules and for timely cooperation.
11. Representations; Warranties; Disclaimers
Except as expressly stated in Section 4, services are provided “as is” and “as available.” No warranties of uninterrupted or error-free operation.
12. Limitation of Liability
No consequential damages. Liability cap equals fees paid in the three (3) months preceding the claim, except for non-limitable liabilities.
13. Indemnification
Client indemnifies SPRK for claims arising from Client Content, misuse, or legal violations. SPRK indemnifies Client for third-party IP claims related to the CRM, subject to conditions.
14. Changes to Agreement or Services
SPRK may update terms or services with notice of material changes; continued use constitutes acceptance.
15. Governing Law; Venue (Nevada)
Governed by Nevada law; exclusive venue in Clark County, Nevada.
16. Miscellaneous
Assignment restrictions; notices via [email protected]; publicity with consent; force majeure; entire agreement; severability; e-signatures valid.