Terms of Service.

Last updated July 23, 2021

AGREEMENT TO TERMS

By signing up for the SparkLayer service (“the service”) you are agreeing to be bound by the following terms and conditions (“Terms of Service”)

You can review the current version of the Terms of Service at any time here. We reserve the right to update and change the Terms of Service by posting updates and changes to the our website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you.

ACCOUNT Terms

To access and use the services, you must register for a services account (“Account”) by providing your full legal compant name, current address, phone number, a valid email address, and any other information indicated as required. We may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.

You acknowledge that we will use the email address you provide as the primary method for communication.

You are responsible for maintaining the confidentiality of your account and password and you agree to accept responsibility for all activities that occur under your account or password. You are responsible for ensuring that the details you provide us with are correct and complete, and for informing us of any changes to the information you have provided.

Technical support is only provided to paying account holders and is only available via email.

A breach or violation of any term in the Terms of Service as determined in the sole discretion of us will result in an immediate termination of your services.

LICENSES

Subject to your complete and ongoing compliance with these Terms, we grant you, solely for your a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the service.

Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the service; (b) make modifications to the service; or (c) interfere with or circumvent any feature of the service, including any security or access control mechanism. If you are prohibited under applicable law from using the service, you may not use it.

CHANGES

We may update these Terms from time to time. We will provide you with prior written notice of any material updates at least thirty 30 days in advance of the effective date; provided, however, we may not be able to provide at least thirty (30) days prior written notice of material updates to these Terms that result from changes in law or regulation.

Payment terms

The service includes automatically recurring payments for periodic charges (“Subscription Service”). The "Subscription Fee" is calculated based on a monthly fixed fee and a percentage of revenue generated via the service, with varying rates based on the plan selected and custom rates applied at our discretion. For information on the “Subscription Fee”, please see www.sparklayer.io/pricing/.

If you activate a Subscription Service, you authorize us to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. Your account will be charged automatically on the Subscription Billing Date all applicable fees and taxes for the next subscription period.

All revenue figures used to calculate the "Subscription Fee" are based on gross revenue figures, calculated on a daily basis at mid-night GMT, and also include any shipping costs applied to orders placed via the service.

For revenue generated via the service that is mutually deemend as invalid (such as a test order), we will apply a credit against your account.

Valid billing details are required for using the Subscription Service on a live website. Accounts used for development purposes do not require billing details and any revenue generated will not be included in any "Subscription Fee" calculations.

If your account is activated via installing our Shopify Public Application, billing will occur within your Shopify account and be subject to the standard Shopify billing terms of service. We will not process payments directly but will provide a detailed overview of how your billing charges are calculated in the Billing section of your account area. If your Shopify account processes orders in non-USD (United States Dollar) currencies, we will convert all orders to USD using live market rates to determine your "Subscription Fee".

Cancellation and termination

The subscription will continue unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account.

You may cancel your account at anytime by emailing contact@sparklayer.io and then following the specific instructions indicated to you in our response. The process for cancellation will vary based on which eCommerce platform you are using with our service and will be actioned in no more than 2 working days.

Upon termination of the services by either party for any reason:

  1. we will cease providing you with the Services and you will no longer be able to access your Account;
  2. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise; and
  3. any outstanding balance owed to us for your use of the Services through the effective date of such termination will immediately become due and payable in full.

If you cancel the service in the middle of the month, you will receive one final invoice via email. Once that invoice has been paid you will not be charged again.

We reserve the right to modify or terminate our service for any reason, without notice at any time.

Free Trial

We offer a 30-day free trial to new users who register and we may extend this trial period at our discretion. The account will not be charged and the Subscription Service will be suspended until upgraded to a paid version at the end of the free trial.

Modifications to the service and prices

Prices for using our service are subject to change and you will be provided with at least 30 days notice of such changes.

We reserve the right at any time to time to modify or discontinue, the service (or any part thereof) with or without notice.

We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the service.

Indemnity and Limitation of Liability

You expressly understand and agree that we shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service.

In no event shall we or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or this agreement (however arising including negligence).

Your use of the service is at your sole risk. The Service is provided on an as is and as available basis without any warranty or condition, express, implied or statutory.

We do not warrant that the service will be uninterrupted, timely, secure, or error-free.

Ownership; Proprietary Rights

The service is owned and operated by SparkLayer. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the service (“Materials”) provided by SparkLayer are protected by intellectual property and other laws.

PROHIBITED ACTIVITIES

You may not access or use the service for any purpose other than that for which we make the service available. The service may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a customer of the service, you agree not to:

  1. Systematically retrieve data or other content from the service to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  2. Make any unauthorized use of the service, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  3. Circumvent, disable, or otherwise interfere with security-related features of the service, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
  4. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
  5. Make improper use of our support services or submit false reports of abuse or misconduct.
  6. Engage in any automated use of the system, such as using any data mining, robots, or similar data gathering and extraction tools.
  7. Interfere with, disrupt, or create an undue burden on the service or the networks or services connected to the service.
  8. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the service.
  9. Use the service as part of any effort to compete with us or otherwise use the Site service/or the Content for any revenue-generating endeavor or commercial enterprise.
  10. Attempt to bypass any measures of the service designed to prevent or restrict access to the service, or any portion of the service.
  11. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the service to you.
  12. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the service.
  13. Use the Site in a manner inconsistent with any applicable laws or regulations.

Third Party Terms

Certain features and functionalities within the service may allow you and your customers to interface or interact with, access, use, and/or disclose information to compatible third-party services, products, technology and content (collectively, “Third-Party Service”) through the Service. We do not provide any aspect of the Third-Party Service and are not responsible for any compatibility issues, errors or bugs in the service or Third-Party Service caused in whole or in part by the Third-Party Service or any update or upgrade thereto. You are solely responsible for maintaining the Third-Party Service and obtaining any associated licenses and consents necessary for you to use the Third-Party Service in connection with the services.

SERVICE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the service for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the service or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the service in a manner designed to protect our rights and property and to facilitate the proper functioning of the service.

We reserve the right to modify, update, remove or disable access to any Services, without notice to you, and we will not be liable to you if we exercise those rights. When you purchase a particular Service, you are purchasing the right to use that Service as of the time you purchase it. You are not paying for the right to any updates, upgrades or future versions of the Services, though we may make such updates, upgrades or future versions available to you, in our sole discretion. We do not warrant, represent or undertake to provide any updates and in no event shall we be liable to you for our failure to do so.

Privacy & Data Protection

We are firmly committed to protecting the privacy of your personal information and the personal information of our customers. By using the service, you acknowledge and agree that our collection, usage and disclosure of this personal information is governed by our privacy policy.

GOVERNING LAW

These conditions are governed by and interpreted following the laws of the United Kingdom, and the use of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. If your habitual residence is in the EU, and you are a consumer, you additionally possess the protection provided to you by obligatory provisions of the law of your country of residence. SparkLayer Limited and yourself both agree to submit to the non-exclusive jurisdiction of the courts of United Kingdom, which means that you may make a claim to defend your consumer protection rights in regards to these Conditions of Use in the United Kingdom, or in the EU country in which you reside.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the service or in respect to the service constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the service. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.