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Terms and Conditions

Last Updated: January 2025

SparkCRM Terms and Conditions

PLEASE READ THESE TERMS CAREFULLY. By accessing, browsing, or using any SparkCRM website, platform, application, service, or related offerings (collectively, the "Service" or "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions ("Terms"). If you do not agree with any part of these Terms, you must not access or use the Services.

These Terms form a legally binding agreement between you ("User," "you," or "your," including any visitor to our websites, Advertiser, Provider, customer, Vendor, or other party accessing or using the Services in any capacity) and CHECKOUT TECHNOLOGY SYSTEMS LLC ("Company," "SparkCRM," "we," "us," or "our"). The Services provided include, but are not limited to, customer relationship management tools, payment management solutions, vendor management features, and other related functionalities accessible via our websites, software offerings, and/or platforms (collectively referred to as the "Platform").

1. Introduction and Scope

1.1. Scope of These Terms

These Terms apply broadly to all individuals and entities accessing or interacting with any SparkCRM Service, including but not limited to any website visitors, registered Advertisers, Providers (also referred to as Vendors), and customers. By using any part of our Services, websites, or Platform, you expressly agree to comply with these Terms. Additional terms, agreements, or policies may apply depending on your role and the specific services or products utilized as more fully described in Section 2. Collectively, these Terms, along with any other executed agreements, contracts, or supplementary terms provided by SparkCRM related to specific offerings and Services, constitute the "Agreement."

1.2. Use of Services as Acceptance of Terms

Your use of the Service constitutes your agreement and consent to these Terms. If you use the Service on behalf of a business, organization, or other entity, you represent and warrant that you have authority to legally bind that entity to these Terms, in which case the terms "you" and "your" will refer collectively to you personally and to the entity you represent. If you lack such authority or disagree with these Terms, you must immediately discontinue use of the Service.

1.3. Eligibility

Our Services are intended solely for users who are at least 18 years of age (or the age of legal majority in their jurisdiction, if greater). By accessing or using the Service, you affirm that you meet this eligibility requirement and are legally competent to enter into this Agreement. The Service is not available to any users previously suspended or removed by the Company or otherwise barred by applicable law.

2. User Roles and Additional Agreements; Service Agreements

2.1. Advertisers

An Advertiser is any User who uses SparkCRM to manage or promote their products, services, or marketing campaigns. Advertisers are governed by these Terms, together with any additional agreements required by SparkCRM in connection with specific features or Services offered (collectively, such additional agreements referred to as "Service Agreements").

2.2. Providers and Vendors

A Provider (also referred to as a "Vendor") is any User who offers or provides products, services, content, or other materials through or in conjunction with the SparkCRM Platform. Providers are governed both by these Terms and by any additional agreements with SparkCRM including but not limited to any applicable Service Agreements.

2.3. Service Agreements Control

In the event of any conflict between these Terms and any Service Agreements between the parties, the Service Agreement will control with respect to any conflicting terms. Providers and Advertisers must enter into the applicable Service Agreement before utilizing the Platform.

2.4. Incorporated Policies

SparkCRM's various policies, best practices, and notices are incorporated into these Terms and are an essential part of the Agreement. Such policies which include but are not limited to the SparkCRM Privacy Policy. Additional guidelines, acceptable use rules, or posted policies on the SparkCRM site (if any) are also considered part of these Terms.

3. Account Registration and Security

3.1. Account Creation

To access many features of the Service, you must create an account. When registering, you agree to provide true, accurate, current, and complete information about yourself (or your business, if applicable) as prompted by our registration form. You also agree to update such information promptly to keep it accurate and current. SparkCRM reserves the right to suspend or terminate accounts for any reason.

3.2. Account Credentials

You are responsible for maintaining the confidentiality of your account login credentials (e.g., username, password, API keys). You must not share your password or account access with any unauthorized person. If you are an entity, you must only allow authorized individuals (e.g., employees, designated agents) to access the account under your responsibility and must ensure they comply with these Terms.

3.3. Responsibility for Account Activity

You are responsible for all activities that occur under your account. If you suspect or become aware of any unauthorized access to or use of your account, you must immediately notify us via email and through our provided support channel. SparkCRM is not liable for any loss or damage arising from your failure to safeguard your account credentials or promptly notify us of unauthorized use.

3.4. One Account Per User

Unless expressly permitted by SparkCRM, you may not maintain more than one active account as an individual or register accounts on behalf of others. Likewise, you may not use another person's account. The SparkCRM may require verification of your identity or other details during registration or at any later time. You cannot create an account with the intent of allowing another person or entity to use it. Registering multiple accounts for the same individual or entity for the purpose of circumventing limitations or for abusive practices is prohibited.

4. License to Use the Service

4.1. Our Grant of License

Subject to your compliance with these Terms (and any applicable additional agreements), SparkCRM may grant you a limited, non-exclusive, non-transferable, revocable license to access and use the SparkCRM Service in accordance with the applicable Service Agreement. This license allows you to use our web platform and tools as intended.

4.2. Limitations on Use

Except as expressly permitted in these Terms, you may NOT:

4.2.1. Resell or Commercially Exploit the Service

You shall not license, sublicense, sell, resell, rent, lease, transfer, or exploit the Service or any portion of it for commercial gain outside of explicitly permitted uses.

4.2.2. Modify or Derive

You shall not modify, adapt, translate, or create derivative works based on the Service. This includes not building a competing product or service using any non-public features or functionality of SparkCRM.

4.2.3. Reverse Engineer

You shall not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying trade secrets of the Service, except to the limited extent that applicable law expressly permits despite this limitation.

4.2.4. Misuse Access

You shall not use another User's account or provide access to the Service to unauthorized third parties. For example, sharing your login with external parties is prohibited, and Providers should not allow any third parties to operate under their account.

4.2.5. Multiple Entities on One Account

You cannot use a single account to operate on behalf of multiple companies, clients, or Users.

4.3. Proprietary Notices

You must not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices on the Service or any reports or materials generated through the Service.

4.4. Third-Party Integrations

If we provide APIs or integration tools for other software, your use of those may be subject to additional terms. We reserve the right to set limits on access or disable integrations that threaten our security or stability.

4.5. Feedback

If you or your users provide any suggestions, ideas, improvements, or other feedback to us regarding the Service ("Feedback"), you hereby grant SparkCRM a perpetual, irrevocable, worldwide, fully paid-up, royalty-free, sublicensable license to use, incorporate, modify, distribute, and otherwise exploit such Feedback for any purpose, without any obligation, attribution, or compensation to you. You agree that any Feedback you provide is non-confidential.

5. User Conduct and Acceptable Use

5.1. Compliance with Laws

You must not use the Service in violation of any law or regulation. This includes all applicable federal, state, local, or international laws, such as those related to advertising, data privacy, intellectual property, spam, export control, consumer protection, and equal opportunities. For example, for Advertisers this could mean Advertiser's marketing campaigns and customer communications via SparkCRM must comply with laws (for example, CAN-SPAM Act for emails, or FTC guidelines for advertising). For Providers, it means any services or content you offer via the platform must be legal and properly licensed.

5.2. Prohibited Content

You must not post, upload, or transmit any content (including in campaign materials, data entries, profiles, or communications through the platform) that:

  • Is unlawful, fraudulent, or promotes illegal activities;
  • Is defamatory, harassing, threatening, or that contains hate speech or incitements of violence or discrimination (e.g., no racial, ethnic, religious, gender-based, or other hate-mongering content);
  • Is obscene, pornographic, or sexually explicit;
  • Contains or promotes malware, spyware, worms, Trojan horses, viruses, or any other harmful computer code or programs;
  • Infringes upon any intellectual property or proprietary rights of others; and/or
  • Violates any privacy or data protection rights of others.

5.3. Platform Integrity

You must not engage in any activity that interferes with or disrupts the proper functioning or provision of the Service, Platform, or the experience of other users. Prohibited activities includes but is not limited to the following:

5.3.1. Attacking or Hacking

You will not attempt to interfere with the Service's networks or servers, launch any form of denial-of-service (DoS) attack, attempt to hack or bypass any security measures, or test the vulnerability of our system without authorization.

5.3.2. Automated Use

You will not use bots, scripts, or automated methods to access or use the Service in a manner that sends more requests or transactions than a human could reasonably produce in the same timeframe, unless specifically allowed by us (e.g., legitimate API usage within rate limits).

5.3.3. Spam and Unsolicited Communications

You will not use SparkCRM to send unsolicited bulk messages (spam) or junk communications not permitted by applicable law. (Advertisers must ensure their contact lists have proper consents for communications. Providers must refrain from spamming Advertisers or end-users.)

5.3.4. Impersonation and Unauthorized Access

You will not impersonate the Company, a SparkCRM employee, another user, or any person or entity, or falsely state or misrepresent your affiliation with any person or entity. You also will not attempt to access accounts or data that you are not authorized to access.

5.4. Accurate Information

When using the Service (entering data, configuring campaigns, etc.), you agree to provide only accurate and truthful information. For example, Advertisers must provide truthful content in their campaigns and Providers must accurately describe any services or data they provide. Misleading or deceptive practices are strictly prohibited.

5.5. No Abuse of Others

You agree not to harass, abuse, or harm other users of the Service. This includes refraining from abusive language or tactics in communications and respecting the legal rights and preferences of others (e.g., honoring requests to opt-out of communications, as required by law). If you become aware of any misuse of the Service or violation of these conduct standards by any user, please contact us to report it.

5.6. User Representations Regarding Third-Party Agreements; Supremacy of Terms

5.6.1. Representation and Warranty

By agreeing to these Terms and using the Service, you represent and warrant that your use of the Service does not and will not violate or cause a breach of any pre-existing agreement to which you or any of your Affiliates are a party ("Third-Party Agreements"). For purposes of this section, an "Affiliate" is any entity or person that directly or indirectly controls, is controlled by, or is under common control with you, including your owners, directors, officers, parent companies, or subsidiaries.

5.6.2. Supremacy and Superseding Effect

You agree that these Terms shall exclusively govern all aspects of your access to and use of the Service. These Terms shall prevail over and supersede any conflicting or inconsistent terms contained in any Third-Party Agreement. This supremacy and superseding effect applies, without limitation, to any terms in Third-Party Agreements concerning non-competition, non-solicitation, exclusivity, or other restrictive covenants that might be construed to: (i) prohibit or limit your ability to use the Service as intended; (ii) impose liability on the Company (or its affiliates) due to your use of the Service; or (iii) restrict the Company's ability to offer its Service generally or to any particular party.

5.6.3. Express Waiver of Claims

You, on behalf of yourself and your Affiliates, hereby waive any right to assert, and agree not to assert, any terms or obligations from any Third-Party Agreement against the Company or its affiliates. You further agree that you will not seek to hold the Company liable or responsible for your compliance or non-compliance with such Third-Party Agreements, nor will you attempt to restrict the Company's business operations based on such Third-Party Agreements. You acknowledge that the Company is not a party to and has no obligations under any of your Third-Party Agreements.

5.6.4. Condition of Use

If you cannot make the foregoing representations and warranties, or if you are unwilling or unable to agree to the waivers and the superseding effect described herein, you are not authorized to access or use the Services and must immediately discontinue any such use.

6. Service Features and Third-Party Links

6.1. Third-Party Services and Integrations

SparkCRM may integrate with or provide links to third-party websites, services, or resources for your convenience. We are not responsible for third-party content or services that we do not own or control. We do not endorse, and we are not liable for, any third-party sites or services. Use them at your own discretion and risk.

6.2. Third-Party Content

Users (e.g. Advertisers, Providers, or others) may provide content through the Platform, and the Service may display or provide access to content not authored by the Company (for example, an Advertiser's campaign materials or a Provider's descriptions/data). We do not pre-screen all such content and do not guarantee its accuracy, quality, or legality. You understand that any opinions or information expressed by another user or third-party content are those of the authors, not the Company. While we reserve the right to remove content that violates these Terms or the law, you may encounter content that you find objectionable or inaccurate. Use caution and let us know if you believe any content violates our policies.

6.3. No Warranty on Third-Party Inputs

Any third-party products or contributions (like a third-party plugin, or Provider-supplied data integrated into the platform) are provided "as is" without any warranty by us. The Company disclaims liability for any issues arising from third-party content or services.

6.4. Integration with Payment Processors

If the Service allows payments between Advertisers, Providers, or to the Company (such as subscription fees or marketplace transactions), those payments might be processed by third-party payment processors. The Company is not responsible for errors or security breaches by those processors. Any fees and terms from the payment provider may apply.

7. User Data and Privacy

7.1. Customer/User Data

In the course of using SparkCRM, you (or applicable end-users) may input or upload data into the platform. For example, Advertisers might upload customer contact lists or campaign information and other Advertiser provided content ("Customer Data"), and Providers might input product information or leads and other Provider provided content ("Provider Data") (Customer Data and Provider Data are collectively referred to as "User Data").

7.2. License to Company

You grant the SparkCRM a worldwide, non-exclusive, royalty-free license to host, use, copy, process, transmit, and display any User Data provided. This license is in furtherance of the provision of Services and operation of the Platform.

7.3. Data Responsibility and Permissions

You are solely responsible for the User Data you provide and for ensuring you have all necessary rights and permissions to upload or share that data. This means:

  • If you are an Advertiser uploading personal information of your customers or leads, you must have the legal right to use and share that data with us (for instance, having obtained any required consents to use that data with a CRM service like SparkCRM).
  • If you are a Provider sharing content or data, you must have the rights to that content/data and the right to grant us the license to use, copy, and repurpose that data for provision of the Services and operation of the Platform. You also must ensure it's not confidential to a third party unless you have permission.
  • The Company will not be responsible if you upload data you're not authorized to use and you will indemnify the Company for any third-party claims related to such unauthorized use of data as more fully described in Section 12.

7.4. Privacy and Data Protection

Our use of personal information and other User Data is detailed in the SparkCRM Privacy Policy (available on our websites). By using the Service, Platform, or providing us with any User Data, you must agree to the collection and use of information as described in the Privacy Policy and applicable Service Agreement.

8. Intellectual Property Rights

8.1. SparkCRM Intellectual Property

The SparkCRM Service, including all of its software, code, technology, website content, organization, are the property of SparkCRM and its licensors as applicable. "SparkCRM" and associated logos or taglines are trademarks/service marks of the SparkCRM. All rights not expressly granted to you in these Terms and applicable Service Agreement are reserved by SparkCRM. You may use our intellectual property only as allowed for using the Service. You may not use our name, logos, or other trademarks without our prior written consent. "SparkCRM," the SparkCRM logos, and any other product or service names, logos, or taglines displayed on or in connection with the Service ("SparkCRM Marks") are trademarks of SparkCRM or its licensors. You may not use, copy, imitate, or display any SparkCRM Marks, in whole or in part, without our prior written permission. You further agree not to challenge, or assist others in challenging, the validity or ownership of the SparkCRM Marks.

8.2. Your Marks

If you are an Advertiser or Provider and you upload your logos or trademarks into the Service and you retain all rights to those marks. You grant us a license to display and use those marks within the provision of the Services.

8.3. Ownership of Aggregated Data

Notwithstanding anything to the contrary, SparkCRM shall own all right, title, and interest in and to any data or information that is derived from your use of the Service, provided that such data is anonymized, de-identified, and/or aggregated so that it does not identify you or any individual ("Aggregated Data"). SparkCRM shall be free to use, copy, modify, and exploit such Aggregated Data for any lawful purpose, including for analytics, benchmarking, improving the Services, and for other business purposes.

9. Fees, Payment, and Subscription

9.1. Fees for Service

Some features of SparkCRM may require payment of fees. The applicable fees, billing frequency, and payment terms will be presented to you when you sign up for a paid plan or service. You agree to pay all fees as described for the plan or services you select.

9.2. Payment Terms

Fees may be due in advance on a recurring basis (e.g., charged monthly or annually at the start of each billing period). You must provide a valid payment method (such as a credit card or other accepted payment method) and authorize SparkCRM and its payment processing providers to charge it for any recurring subscription fees and any other incurred charges (such as taxes or one-time charges for additional services).

9.3. Auto-Renewal

Unless otherwise provided in the applicable Service Agreement, subscriptions to the Platform and Services will automatically renew at the end of each billing cycle. By subscribing, you authorize us to charge your payment method automatically upon renewal. We will notify you of any price changes or material changes to the subscription terms in advance.

9.4. Taxes

You are responsible for any such taxes applicable to your purchase or use of the Service. If we are required to collect taxes, we will invoice you for those or add them to the charge as required by law.

9.5. Late Payments

If we are unable to charge your provided payment method or your account becomes past due, we may, at our discretion and with or without notice, suspend or terminate access to the Service. You agree to reimburse us for any reasonable costs of collection for overdue amounts (including attorneys' fees or collection agency fees). We reserve the right to charge a reactivation fee, in an amount determined in our sole discretion, to restore any account suspended for non-payment. Late payments will accrue interest at a rate equal to the lesser of: (i) 1.5% per month; or (ii) the maximum interest rate allowed by applicable law.

9.6. No Chargebacks / Disputed Charges

If you have an issue with any fees, you agree to contact us in good faith to resolve it. You agree not to initiate chargebacks with your card issuer without giving us a chance to resolve any issue. We reserve the right to terminate your account for improper or unwarranted chargebacks.

9.7. Refunds

Unless otherwise provided in the applicable Service Agreement, fees are non-refundable. For instance, if you cancel in the middle of a billing period, the cancellation will take effect at the next period and you will not receive a pro-rated refund for the remaining time. We may offer refunds or credits in our sole discretion in extenuating circumstances or where required by law or a specific Service Agreement.

9.8. Promotional Trials and Discounts

If we offer free trials or introductory discounted rates, those are provided only for the specified trial period. After a trial ends, your use of the Service will be charged at the normal rates unless you cancel before the trial ends. Only one trial per Account, and trials may be revoked if we suspect abuse or misuse determined in the sole discretion of SparkCRM.

10. Service Availability and Modifications

10.1. Service Commitment

We aim to keep SparkCRM operational and available to you as much as reasonably possible. However, we do not guarantee uninterrupted or error-free service. From time to time, the Service may be inaccessible or inoperable for various reasons, such as scheduled maintenance, emergency fixes, updates/upgrades, or causes beyond our control (force majeure events like internet outages, power failures, etc.).

10.2. Maintenance and Updates

The Company reserves the right to modify or discontinue (temporarily or permanently) the Service or any feature or component of the Service at any time. We may deploy updates, bug fixes, or changes that could alter the functionality of the Service.

10.3. No Liability for Downtime

You acknowledge that there may be occasions when the Service is interrupted, delayed, or compromised. The Company shall not be liable for any inconvenience, loss of data, or loss of revenue arising from planned or unplanned Service downtime.

10.4. Technical Support

We will provide support to Users as outlined in your plan or agreement. Support may be limited for free users or site visitors. We strive to respond to support inquiries promptly, but no specific response time is guaranteed unless separately agreed. Any support we provide is subject to these Terms and is provided without any warranties.

10.5. Third-Party Providers

We may use third-party service providers to host or provide certain elements of SparkCRM (e.g., cloud infrastructure providers, email gateways, etc.). While we contract these providers to maintain high availability, events at the third-party level can affect our Service. We will work diligently with such providers to resolve issues, but some matters may be outside our immediate control.

11. Termination and Suspension

11.1. Termination or Suspension by SparkCRM

We reserve the right to suspend or terminate your access to the Service (or any portion of it) at any time, for any reason or for no reason, at our sole discretion. This includes the right to deactivate or delete your account and/or bar any further use of the Service by you. Suspension (temporary removal of access) might occur instead of termination in cases where an issue may be resolved (for example, while investigating a policy violation or awaiting payment). You are solely responsible for exporting or backing up User Data from the Service prior to any termination. You acknowledge and agree that following any termination of your account, SparkCRM has no obligation to store, maintain, or provide you with a copy of any User Data. SparkCRM reserves the right to immediately and permanently delete any and all User Data from its systems upon termination. SparkCRM is under no obligation to assist with any data transfer or export. In the event SparkCRM, in its sole and absolute discretion, agrees to a request to retrieve or transfer any User Data post-termination, such service will be subject to your pre-payment of a data retrieval and export fee, in an amount to be determined by SparkCRM in its sole discretion.

11.2. Notice of Termination

When feasible, we will attempt to give you notice of termination or suspension, such as an email to your registered address. However, we may terminate without notice if we deem it necessary (for example, severe violations or urgent situations).

11.3. Effect of Termination

Upon termination of your account, your right to use the Service will immediately cease. You should stop using the Service and destroy any local copies of software or confidential materials obtained through the Service. Any licenses or rights granted to you under these Terms will end.

12. Indemnification

12.1. Indemnification by User

You agree to indemnify, defend, and hold harmless SparkCRM its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all third-party claims, demands, actions, proceedings, losses, liabilities, damages, penalties, fines, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) your breach of these Terms, any applicable Service Agreement, or any other agreement incorporated herein; (b) your violation of any applicable law, regulation, or third-party right (including without limitation intellectual property, privacy, publicity, or data protection rights) in connection with your use of the Service or Platform; (c) your User Data or any data, content, or materials you provide, upload, transmit, or make available through the Services; and (d) your fraudulent conduct, gross negligence, or willful misconduct. The Company reserves the right, at its sole discretion and at your expense, to assume the exclusive defense and control of any matter subject to indemnification under this Section 12. You agree to cooperate fully with the Company in defending such claims and to not settle any matter without the prior written consent of the Company.

13. Disclaimer of Warranties

13.1. Service Disclaimer

SPARKCRM DOES NOT WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL CONTENT OR USER DATA SUBMITTED BY YOU WILL REMAIN AVAILABLE AT ALL TIMES, OR THAT SUCH CONTENT OR DATA WILL NEVER BE LOST, DELETED, CORRUPTED, OR OTHERWISE UNAVAILABLE. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SERVICE MEETS YOUR BUSINESS REQUIREMENTS AND EXPECTATIONS. SPARKCRM DOES NOT WARRANT AGAINST ANY UNAUTHORIZED ACCESS TO, OR COMPROMISE OF, USER DATA, NOR DOES SPARKCRM WARRANT AGAINST UNINTENTIONAL ACCESS GRANTED THROUGH USE OF THE SERVICE. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE AND PLATFORM IS AT YOUR SOLE RISK. THE SERVICE AND PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. SPARKCRM DISCLAIMS ANY WARRANTY AS TO THE RESULTS OR ECONOMIC BENEFITS THAT MAY BE OBTAINED FROM USE OF THE SERVICE.

FROM TIME TO TIME, SPARKCRM MAY PROVIDE GENERAL RECOMMENDATIONS, BEST PRACTICES, OR OTHER NON-BINDING GUIDANCE REGARDING YOUR USE OF THE SERVICE OR PLATFORM, OR SUGGESTIONS CONCERNING COMPLIANCE WITH APPLICABLE LAWS OR REGULATIONS. SUCH RECOMMENDATIONS OR GUIDANCE DO NOT CONSTITUTE LEGAL ADVICE AND SHOULD NOT BE RELIED UPON AS SUCH. YOU ARE SOLELY RESPONSIBLE FOR ENSURING YOUR BUSINESS PRACTICES, WEBSITE(S), APPLICATION(S), AND USE OF THE SERVICE COMPLY WITH ALL APPLICABLE FEDERAL, STATE, LOCAL, AND INTERNATIONAL LAWS AND REGULATIONS. YOU SHOULD CONSULT YOUR OWN LEGAL COUNSEL AS NEEDED. SPARKCRM EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR RELATED TO ANY RECOMMENDATIONS, BEST PRACTICES, OR OTHER GUIDANCE PROVIDED. SPARKCRM MAKES NO GUARANTEE, REPRESENTATION, OR WARRANTY REGARDING THE VOLUME, QUALITY, OR NATURE OF LEADS, CONVERSIONS, SIGN-UPS, OR OTHER BUSINESS RESULTS THAT MAY BE GENERATED THROUGH USE OF THE SERVICE. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IN SUCH CASES, THE ABOVE EXCLUSIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

13.2. No Liability for Data Exposure

You acknowledge that no platform is 100% secure. While we implement reasonable security measures, we do not warrant that unauthorized parties will never be able to defeat those measures. We expressly disclaim any liability for unauthorized access to or loss of your data or personal information, or for bugs, viruses, or the like that may be transmitted to or through our Service by third parties.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPARKCRM AND ITS AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS, SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR REVENUE, LOSS OF DATA, LOSS OF GOODWILL, INTERRUPTION OF BUSINESS, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, THE SERVICE, OR YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE FORM OF ACTION (INCLUDING, WITHOUT LIMITATION, IN CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF SPARKCRM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT SPARKCRM IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICE, PROVIDERS, OR EXTERNAL WEBSITES OR SERVICES LINKED TO OR INTEGRATED WITH THE PLATFORM. THE RISK OF INTERACTIONS WITH SUCH THIRD PARTIES AND THE USE OF SUCH THIRD-PARTY SERVICES RESTS ENTIRELY WITH YOU.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF SPARKCRM AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EXCEED THE GREATER OF (I) FIFTEEN THOUSAND DOLLARS ($15,000.00) OR (II) THE TOTAL FEES ACTUALLY PAID BY YOU TO SPARKCRM FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. YOU ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN YOU AND SPARKCRM AND THAT SPARKCRM WOULD NOT BE ABLE TO PROVIDE THE SERVICE ON AN ECONOMICALLY REASONABLE BASIS WITHOUT SUCH LIMITATIONS.

15. Dispute Resolution and Arbitration

Please read this section carefully, as it requires you to arbitrate disputes with the Company and limits the manner in which you can seek relief.

15.1. Agreement to Arbitrate

Any dispute or claim between the parties arising from or relating to this Agreement or the Services shall be governed by the Federal Arbitration Act (the "FAA"), 9 U.S.C. §§ 1-16 and submitted to arbitration before a single arbitrator of the American Arbitration Association ("AAA") in accordance with the AAA's Commercial Dispute Resolutions Procedures. The arbitrator shall follow the substantive law of the State of Florida without regard to its conflicts of laws principles. The arbitration proceedings shall be confidential, and the arbitrator's award shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Each Party shall bear its own costs and expenses related to the arbitration, provided that the prevailing party shall be entitled to recover its reasonable attorney's fees, including allocated costs for in-house legal services, costs, interest, and necessary disbursements, as determined by the arbitrator. Notwithstanding anything to the contrary herein, you agree that SparkCRM has the right to bring a claim against you in the state or federal courts located in Hillsborough County, Florida for injunctive relief, equitable relief, or otherwise arising from any potential or actual misappropriation or infringement of its intellectual property rights and you agree that venue is proper and that you are subject to personal jurisdiction in such forum.

You have the right to opt out of the arbitration agreement in this Section by sending a written notice of your decision to opt out to the following address: Checkout Technology Systems LLC, 1309 Coffeen Avenue STE 14213, Sheridan, WY 82801, USA. This notice must be sent within 30 days of your first use of the Service or the first acceptance of these Terms (whichever event occurs first); otherwise you are bound to arbitrate disputes as described above. If you opt out of arbitration, you are agreeing to resolve disputes in court as described below.

If any portion of this clause is found to be unenforceable or unlawful for a given dispute, then that portion shall be severed, and the remainder of the arbitration clause shall remain in effect. However, if the class action waiver in Section is found to be unenforceable, then the entirety of this arbitration clause shall be null and void for that dispute, and it will be handled in court (with the class action waiver enforced to the maximum extent allowed). In no case shall a class or representative action be arbitrated.

15.2. Waiver of Class or Consolidated Actions

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If a decision is issued stating that applicable law precludes enforcement or adjudication through arbitration, then such a claim must be severed from the arbitration and brought in the state or federal courts located in Hillsborough County, Florida. All other claims shall be arbitrated.

15.3. Governing Law and Jurisdiction

These Terms and any dispute arising out of or related to them shall be governed by the laws of the State of Florida, without regard to its conflict of laws rules. To the extent that any lawsuit or court proceeding is permitted hereunder and not subject to arbitration as described in this Section 15, you and the Company agree to bring such claim exclusively in the state and federal courts located within Hillsborough County, Florida for the purpose of litigating all such disputes, with the prevailing party being entitled to recovery of its reasonable attorneys fees.

15.4. Right to Modify

SparkCRM reserves the right to modify or update these Terms at any time, in its sole discretion. If we make changes, we will post the updated Terms on our website and note the date of the update at the top of the Terms, and/or by sending an email notification to the address associated with your account. Your continued use of the Service after the posting of the updated Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Service and, if applicable, cancel your account before the new Terms apply.

16. Miscellaneous Provisions

16.1. Severability

If any provision of these Terms is held to be invalid, inoperable, void, voidable, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any other provisions of these Terms, and these Terms shall be construed as if such invalid, illegal, or unenforceable provision had not been included herein or shall be modified as described herein. In the event any provision of these Terms conflicts with applicable law or is held invalid or unenforceable by a court of competent jurisdiction: (a) such provision shall be restated to reflect as nearly as possible the original intentions of the parties, consistent with applicable law; and (b) the remaining terms, provisions, covenants, and restrictions of these Terms shall remain in full force and effect.

16.2. Entire Agreement; Amendment

These Terms, together with any applicable Service Agreements, Privacy Policy, and other incorporated policies, constitute the entire agreement between the parties concerning the subject matter herein and supersede any prior or contemporaneous agreements, proposals, understandings, or representations, whether written or oral, concerning the same subject matter

16.3. Assignment

The Company may freely assign the Agreement and any of the rights and obligations described herein without your prior consent. You may not assign your rights and obligations described herein without the prior express written consent of the Company. These Terms shall be binding upon and shall inure to the benefit of the legal representatives, successors, and permitted assigns of the parties hereto.

16.4. Force Majeure

Neither party shall be liable to the other by reason of any failure, omission, or delay in the performance of its obligations hereunder (other than payment obligations) where such failure, omission, or delay is due to causes beyond the reasonable control of such party, including, without limitation, acts of God, fire, pandemic, epidemic, storm, war, governmental action, labor conditions, earthquake, natural disaster, interruption of internet or telecommunications service, or any other cause beyond the reasonable control of such party.

16.5. Headings

The section headings in these Terms are for reference and convenience only and shall not affect the meaning or interpretation of these Terms.

16.6. Survival

Upon any termination or expiration of this Agreement or your access to the Service, your right to use the Service will immediately cease, and all licenses granted to you hereunder will end. Notwithstanding any such termination or expiration, all provisions of these Terms that by their nature are intended to survive shall so survive, such as but not limited to the following Sections 8, 9, 10, 11, 12, 13, 14, 15, and 16.

16.7. Interpretation

For purposes of these Terms: (a) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" shall not be deemed exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to these Terms as a whole; and (d) words denoting the singular shall include the plural, and vice versa. Unless the context otherwise requires, references herein: (x) to sections, exhibits, schedules, attachments, and appendices refer to the sections of, and exhibits, schedules, attachments, and appendices attached to, these Terms; (y) to an agreement, instrument, or other document refer to such agreement, instrument, or document as amended, supplemented, or otherwise modified from time to time in accordance with its terms; and (z) to a statute refer to such statute as amended from time to time, and shall include any successor legislation and any regulations promulgated thereunder. The parties intend these Terms to be construed without regard to any presumption or rule requiring construction against the party drafting or causing any instrument to be drafted.

16.8. Successors and Assigns

Except as expressly set forth herein, nothing in these Terms is intended to, or shall be construed to, give any person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy, or claim under or in respect of these Terms or any provision hereof.

16.9. Waiver

Except as otherwise provided herein, the rights and remedies provided to a party under these Terms are cumulative and in addition to, and not in lieu of, any other rights and remedies which such party may have. The failure of either party to require strict performance of any provision hereof shall not affect such party's right to require strict performance thereafter. No waiver by either party of any breach of any provision hereof shall be deemed a waiver of the provision itself or of any subsequent breach thereof.