TERMS OF USE

  1.  ABOUT THESE TERMS OF USE.

These Website Terms of Use (“Terms”) govern your use of this website (the “Site”). These Terms are a binding agreement between Spark + Sterling, LLC (“we” or “us”) and you. As used in these Terms, “you” means the individual reading these Terms, and any organization of which you are a part. You agree to these Terms on behalf of yourself and your organization.

By using the Site, you agree to all of these Terms. Our Privacy Notice is incorporated by reference into these Terms. It governs how we collect and store any information you send us through the Site. If you disagree with any of these Terms, including the Privacy Notice, do not use the Site.

2.  UPDATES TO THESE TERMS OF USE.

We have the right to revise these Terms at any time as we see fit. You are responsible for reviewing the Terms to make sure that you understand all updates. By continuing to use the Site after an update, you agree to the revised Terms.

3.  THIS SITE IS NOT LEGAL ADVICE.

This Site is provided for educational purposes only. Visiting the Site, or sending us a message using the Site, does not create an attorney-client relationship.

4.  RESTRICTIONS.

You may not:

    • copy, distribute, modify, transmit, reuse, repost, or use the content of this Site for public or commercial purposes;
    • take any action that negatively impacts user access to the Site, including interfering with or disrupting the Site’s operations;
    • harvest or collect information about other users of the Site;
    • scrape, index, or data-mine the Site (this does not apply to search engines creating publicly-available, searchable indexes of the Site);
    • use the Site to post or transmit any type of malware, or illegal or offensive content;
    • hack or deface any portion of the Site;
    • use our name or identifiers in connection with any product or service that is not ours, or in any way that is likely to cause confusion;
    • use the Site in a way that is contrary to applicable laws and regulations; or
    • use the Site in a way that causes, or may cause, harm to the Site, or to any person or entity.

5.  INTELLECTUAL PROPERTY RIGHTS.

We and/or our licensors own all rights to the intellectual property and content on the Site. You are granted a limited license only, subject to the restrictions in these Terms, to view the Site.

If you send us any communications through the Site, these communications will not be treated as confidential. We may use these communications for our own business purposes.

6.  DISCLAIMERS.

THE SITE IS PROVIDED ON AN “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS. WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES ABOUT THE SITE.

WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, INCLUDING OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. WE DO NOT REPRESENT OR WARRANT THAT THE SITE (OR ANY PART OF IT) WILL BE ACCURATE, COMPLETE OR ERROR-FREE. WE DO NOT REPRESENT OR WARRANT THAT THE SITE WILL BE COMPATIBLE WITH ANY PARTICULAR SOFTWARE OR HARDWARE.

THESE DISCLAIMERS ARE MADE FOR OUR BENEFIT, AND THE BENEFIT OF OUR MEMBERS, EMPLOYEES, SUPPLIERS, AND SERVICE PROVIDERS (OUR “PROVIDERS”) AND OUR AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

We use reasonable efforts to keep the Site up-to-date and secure. However, we do not guarantee that the Site is or will remain updated or secure. We do not guarantee uninterrupted access to the Site.

The Site links to third party content. We are not responsible for the accuracy or availability of this content. Links are not endorsements of any third party or their content. Your use of any third-party materials is at your own risk and subject to any terms the relevant third party may impose.

7.  LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

    • WE WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, NOR FOR ANY DAMAGES FOR LOST PROFITS, LOST USE, LOST DATA, OR UNAUTHORIZED INTERCEPTION OF DATA BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
    • WE WILL NOT BE LIABLE FOR ANY KIND OF DAMAGES RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR ANY CONTENT ON THE SITE.

YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT ON IT IS TO STOP USING THE SITE.

OUR MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO US TO ACCESS AND USE THE SITE.

8.  INDEMNIFICATION.

To the fullest extent permitted by applicable law:

    • You agree to indemnify, defend, and hold harmless Spark + Sterling, LLC, and our successors and assigns, from all Claims.
    • You agree to indemnify, defend, and hold harmless our Providers, and their successors and assigns, from all Claims.

“Claims” means any liabilities, damages, losses, or costs (including legal fees) arising from:

    • your use of the Site;
    • anyone else’s use of the Site on your behalf; or
    • your breach or alleged breach of this Agreement.

9.  SEVERABILITY.

If any provision of these Terms is found to be unenforceable under applicable law, that will not invalidate the rest of these Terms. Instead, the unenforceable provision(s) will be deleted without affecting the rest of the Terms.

10.  ASSIGNMENT.

We have the right to assign, transfer, and subcontract our rights or obligations under these Terms without notice or consent. However, you may not assign, transfer, or subcontract any of your rights or obligations under these Terms.

11.  ENTIRE AGREEMENT.

These Terms, together with our Privacy Notice and any other legal notices and disclaimers on the Site, make up the entire agreement between you and us in relation to your use of this Site. These Terms supersede all prior agreements and understandings related to your use of the Site.

12. GOVERNING LAW & JURISDICTION.

The Site is operated from the United States. The content on the Site may not be appropriate for locations outside the United States.

You are solely responsible for complying with all local laws when using the Site.

These Terms will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles.

ALL DISPUTES RELATED TO THIS AGREEMENT, OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND US, WILL BE RESOLVED BY ARBITRATION. THIS INCLUDES DISPUTES BASED ON CONTRACT LAW, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY.

ARBITRATION WILL BE FINAL AND BINDING, BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT. YOU AGREE THAT WE AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.

13.  COPYRIGHT INFRINGEMENT CLAIMS.

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for U.S. copyright owners. If you believe in good faith that content on the Site infringes your copyright, you (or your agent) may notify us by mail or e-mail. You may ask us to remove this content or block access to it.

Notices must be sent in writing to Spark + Sterling as follows: by mail to Spark + Sterling, 50 Main Street #3591, Kingston, NY 12401; or by e-mail to info@sparkandsterling.com.