Terms of Use

Terms of Use

Revision Date: May 23, 2020
Questions or Comments:

INTRODUCTION

Welcome to the Sparticle website. Except as otherwise indicated in these terms of use (these “Terms” ) or elsewhere on the Website (as defined below), the Sparticle service and network (collectively, the “Service”) are operated by Sparticle Ventures LLC, a Delaware limited liability company (“Sparticle,” “we,” or “us”). Our Privacy Policy is incorporated by reference in these Terms. By accessing or using the website at www.Sparticle.io, including any subdomain thereof (the “Website”), you (the “User”) signify that you have read, understand and agree to be bound by these Terms), regardless of whether you are a registered member of the Site. In addition to these Terms, you may enter into other agreements with us or others that will govern your use of the Service or related services offered by us or others. If there is any contradiction between these Terms and another agreement you enter into applicable to specific aspects of the Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies.

As used herein, “Users” means anyone who accesses or uses the Site. For any terms herein applicable to all Users, all investor members, or business and other entity Users specifically, or where the context otherwise requires, “Users” shall be deemed to include any business or other entity on behalf of which the Website or Service is accessed by any other User, and “you” shall be deemed to include any such business or other entity and any person acting on behalf of any such business or other entity in connection with the use of the Site or Service.

Sparticle may make changes to these Terms at any time and from time to time. If we do this, we will post the changed Terms on the Website and will indicate at the top of this page the date these Terms were last revised. You understand and agree that your continued use of the Website or the Service after we have made any such changes constitutes your acceptance of the new Terms.

GENERAL DISCLOSURES

This website is operated by Sparticle Ventures LLC (“Sparticle”), which is not a registered broker-dealer nor funding portal. This website includes content about a variety of topics relating to university innovation, startups and investing. Sparticle does not give investment advice, endorsement, analysis or recommendations with respect to any securities. Neither Sparticle nor any of its officers, directors, agents and employees makes any warranty, express or implied, of any kind whatsoever related to the adequacy, accuracy or completeness of any information on this site or the use of information on this site. By accessing this site and any pages thereof, you agree to be bound by these Terms of Use and Privacy Policy.

USE OF WEBSITE; ELIGIBILITY

The Website is intended solely for Users who, if they are a natural person, are age 18 or older. Any registration by, access to, or use of the Website by any natural person under 18 years of age is unauthorized, unlicensed, and in violation of these Terms. By accessing or using the Website, you represent and warrant that, if you are a natural person, you are 18 years of age or older.

Access to the Website for Users that are entities, or persons acting on behalf of such entities, is intended solely for authorized representatives of entities that are in good standing in each jurisdiction in which such entity is registered to conduct business, and persons otherwise authorized by such entities to act in furtherance of such entity's use of the Website or Service. By using the Service or the Website on behalf of an entity, you represent and warrant that you are duly authorized in accordance with the foregoing by the entity on behalf of which you are acting, that you have the power and authority to enter into binding agreements on behalf of such entity, and that, to the best of your knowledge, such entity is in good standing in each jurisdiction in which it is registered to conduct business.

Sparticle may, in its sole discretion, refuse to offer the Website to any person or entity and change its eligibility criteria at any time, so long as the refusal or change does not violate applicable law. If you violate any of these Terms, or otherwise violate an agreement between you and us or any of our affiliates, Sparticle may terminate your membership, delete your profile and any content or information that you have posted on the Website, or prohibit you from using or accessing the Service or the Website (or any portion, aspect, or feature thereof), at any time in its sole discretion with or without notice.

ACCOUNT AND LOGIN CREDENTIALS

To access certain features of the Website or the Service, you must set up an account (an “Account”) by providing the information required (“Account Information”) and creating a user name and password (your “Credentials”). Each User may establish only one Account. If there is more than one individual associated with a User, such as a joint owners or employees, then each such individual must establish separate Credentials if directed by Sparticle. You represent and warrant to Sparticle and to each other User that your Account Information is accurate and complete. You agree to keep your Account Information up to date at all times. You agree that Sparticle may use your Account Information as described in the Privacy Policy. You are responsible for maintaining the confidentially of your Credentials and are responsible for all activities that occur through the use of your Credentials. You agree to notify Sparticle immediately if you believe the confidentiality of your Credentials has been compromised or if you suspect unauthorized use of your account. You agree that Sparticle will not be liable for any loss or damage arising from unauthorized use of your Credentials.

With respect to Users that are entities, or persons acting on behalf of such entities, and without limitation to the foregoing, you, individually and on behalf of such entity, agree to (a) provide accurate, current and complete information about the entity, yourself and any other principals or authorized representatives of such entity as may be prompted by any registration forms on the Website or otherwise requested by Sparticle (“Entity Registration Data”), including the entity's full legal name, (b) provide such materials as Sparticle may request to establish or verify your or any other person's identity or authority to enter into binding agreements on behalf of the entity, or to establish or verify the entity's legal existence, good standing, and eligibility to use the Website or Service, (c) maintain the security of any Credentials issued for use by or on behalf of the entity, (d) maintain and promptly update the Entity Registration Data, and any other information provided to Sparticle by you or anyone else acting on behalf of the entity, to keep it accurate, current, and complete, (e) promptly notify Sparticle regarding any material changes to information or circumstances impacting the entity's legal existence, good standing, or eligibility for continued use of the Website or any Service, and (f) be fully responsible for all use of any Account opened on behalf of the entity and for any actions that take place using such Account.

You agree that Sparticle may disclose your Account Information and other information it may have about you to fully cooperate with any law enforcement authorities or legal process, such as a subpoena or hold request.

By providing your telephone number to Sparticle as part of the Account Information, you agree that Sparticle may deliver verification codes to you using the telephone number provided. Codes may be sent using text messages, an auto-dialer, or artificial or pre-recorded voice messages to such telephone number. You acknowledge that your mobile carrier’s messaging and data fees may apply.

PROPRIETARY RIGHTS; LICENSE TO USE WEBSITE AND CONTENT

All content on the Website, including designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the “Website Content”), are the proprietary property of Sparticle with all rights reserved. Except as otherwise expressly provided otherwise in these Terms, no Website Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Sparticle's express prior written consent; provided, however, that the foregoing shall not apply to your own User Content (as defined below) that you legally post on the Website. Provided that you are eligible for use of the Website, you are granted a limited, revocable, non-exclusive, non-transferrable license to access and use the Website and to download or print a copy of any portion of the Website Content solely for legally permitted activities related to the Website and the Services (the “Purpose”), and subject to the terms, conditions and restrictions stated in these Terms.

For Users that are entities, or persons acting on behalf of entities, the limited license to access and use the Website granted above shall be deemed granted to the entity member and to those authorized representatives of the business or entity for whom Entity Registration Data has been provided to Sparticle while acting on behalf of the entity member in their official capacities.

Except for your own User Content, you may not republish Website Content on any internet, intranet, or extranet site or incorporate Website Content in any other database or compilation, and any other use of the Website Content is strictly prohibited. Any use of the Website or the Website Content other than as specifically authorized herein, without the prior written permission of Sparticle, is strictly prohibited and will terminate the license granted under these Terms. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by Sparticle at any time without notice and with or without cause.

USER CONTENT

From time to time, you may post certain information, such as text, pictures, videos, questions, comments, suggestions, website addresses, and links to other website/articles (collectively, “User Content”) on to the Website. By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to Sparticle an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Website or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. For example, Sparticle may use your User Content or Account Information to improve its underwriting and other operational processes, to plan and improve its marketing activities, and to provide you with information that may be of interest to you or our visitors generally, such as recommendations regarding your use of the Website, or third party advertising on the Website. We may also use your User Content and as necessary to comply with applicable law and reasonable record keeping practices. Without limitation to the foregoing, you agree that Sparticle may use your User Content for publicity purposes, and may provide attribution to your User Content as part of the publicity at its discretion. You may remove your User Content from the Website at any time. If you choose to remove your User Content, the license granted above will not expire.

You are solely responsible for your User Content. You understand and agree that Sparticle may, but is not obligated to, review and delete or remove (with or without notice) any User Content in its sole discretion, including User Content that Sparticle determines, in our sole and absolute discretion, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others, or is otherwise in violation of these Terms. You may review personal information posted by or relating to other Users on the Website, but you are not authorized to disclose such information for any purpose. You may not reproduce any personal information of other Users. Further, you represent, warrant, and covenant that (a) you do not have the ability to match any personal information posted by or relating to other Users to the identity of any individual, (b) you will not make any attempt to obtain data permitting you to match any personal information posted by or relating to other Users to the identity of any individual, (c) you will not accept any information from any third party that permits such a match, and (d) you will make no such match.

INVESTMENT RISKS; NO ADVICE

You acknowledge that there are financial risks involved in making any investment presented via the Website. As between you and Sparticle, you assume all risks arising from an investment or other transaction you may enter into with other Users.

Sparticle does not provide financial, legal, or tax advice. Sparticle has no special relationship with or fiduciary duty to you. The Website simply provides you with the ability for you to make your investment decisions. Sparticle has no responsibility for the continued performance of any person under any investment or agreement that is formed as a result of your use of the Website. Sparticle is not a registered broker-dealer nor a registered Funding Portal.

CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES

By acceptance of these Terms, you consent and agree to transact business with us online and electronically and to receive electronically, either via the Website or at the email address that you have registered on the Website, all documents, communications, notices, periodic reports (not less frequently than quarterly), contracts, and agreements arising from or relating in any way to your or our rights, obligations or services under this Agreement (each, a “Disclosure”). The foregoing consent to transact business online and electronically applies to any transactions to which Disclosures relate.

All notices, requests, demands, required Disclosures, and other communications from Sparticle to you will either be transmitted to you by email to the email address you have registered on the Website or will be posted on the Website, and shall be deemed to have been duly given and effective upon such transmission or posting, as applicable. If your registered email address, residence address or telephone number changes, you must promptly update such information on the Website. You shall send all notices or other communications required or permitted to be given hereunder to Sparticle via email to support@Sparticle.io. You agree to keep a working email address and other current contact information and will update your account information immediately if your email address or other contact information changes. If you do not maintain an email address that is working and accessible to us, or if for any other reason we believe that providing notice via your email address is not sufficient to provide for delivery of required documents, and we believe we are required to provide your paper notice or documents of particular matters or actions, and we do so, we may charge you an additional fee of not more than $100 per each such delivery. You acknowledge that you also may be charged other fees associated with providing our online service when additional, different, or non-standard efforts are required with respect to your Account, such as the generation of notices to you stating that your email address is “bouncing”. If your email address or other contact information changes at any time, you must update your Account information accordingly. If we send you a paper reminder of the need to have an email address that is working and accessible to us, we will charge a reasonable fee for each reminder.

Before you decide to transact business with us online and electronically, you should consider whether you have the required hardware and software capabilities described below. In order to access and retain Disclosures and Tax Statements electronically, you must satisfy the following computer hardware and software requirements: (a) access to the internet; (b) an email account and related software capable of receiving email through the internet; (c) a web browser which is SSL-compliant and supports secure sessions; and (d) hardware capable of running this software. You hereby represent and warrant to us that you can electronically access, receive, and retain all Disclosures and Tax Statements sent via email or posted on the Website.

WARRANTY AND DISCLAIMERS

Sparticle warrants to Users that it will use commercially reasonable efforts to make the Website available without interruption during normal business hours in Delaware. Sparticle makes no representation or warranty whatsoever to visitors.

The Website and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Sparticle assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. Sparticle is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the internet or on the Website or combination thereof, including injury or damage to Users or to any other person's or entity’s computer related to or resulting from participating or downloading materials in connection with the Website or the Service.

Sparticle does not guarantee the accuracy of any User Content. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post on the Website and are not responsible for any offensive, inappropriate, obscene, unlawful, or otherwise objectionable content you may encounter on the Website or in connection with any User Content. Sparticle is not responsible for the conduct, whether online or offline, of any User. Sparticle cannot guarantee and does not promise any specific results from use of the Website or the Service.

Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply Sparticle’s endorsement, sponsorship, or recommendation thereof, or any affiliation therewith.

AS BETWEEN YOU AND SPARTICLE, ALL USER CONTENT (INCLUDING THIRD PARTY CONTENT THAT IS REFERENCED IN THE USER CONTENT) IS PROVIDED “AS IS” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, AND YOUR USE OF THE USER CONTENT IS AT YOUR SOLE RISK. EXCEPT FOR THE COMMITMENTS EXPRESSLY STATED IN THESE TERMS AND THE PRIVACY POLICY, THE WEBSITE AND SPARTICLE CONTENT ARE PROVIDED “AS IS” SPARTICLE DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING ANY WARRRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY COURSE OF PERFORMANCE OR USAGE OF TRADE. IF APPLICABLE LAW PROHIBITS THE DISCLAIMER OF ANY DISCLAIMED WARRANTY, THE WARRANTY IS MADE FOR A PERIOD OF THIRTY DAYS FROM THE DATE THAT THE INFORMATION OR SERVICE IS FIRST PROVIDED.

USER DISPUTES

You are solely responsible for your interactions with other Users. Sparticle reserves the right, but shall have no obligation, to monitor disputes between Users.

INDEMNIFICATION

You agree to indemnify and hold harmless Sparticle, Sparticle’s affiliates and each of their respective employees, contractors, directors, owners, suppliers, licensors, and representatives (the “Sparticle Indemnitees”) from all liabilities, claims, losses, damages, and expenses, including reasonable attorneys’ fees, that arise from or relate to: (a) your use of the Website in violation of these Terms, including the breach of any representation or warranty; (b) your reliance on any User Content; and (c) any third party claim arising from your use of the Website or any investment or other transaction that results from your use of the Website. You agree to defend any third party claim covered by your indemnification obligation; provided that Sparticle may assume the exclusive defense and control of any third party claim. If Sparticle assumes control of the defense of a third party claim, then you agree to assist and cooperate in asserting any available defenses and pay expenses and other amounts for which you are responsible under this paragraph, as incurred.

LIMITATION OF LIABILITY

THE FOLLOWING LIMITATIONS OF LIABILITY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW: NEITHER SPARTICLE NOR ITS AFFILIATES, NOR ANY USER OR ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, DIRECTORS, SUPPLIERS, OWNERS, LICENSORS OR REPRESENTATIVES IS LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO, OR USE OF, THE SITE, THE SERVICES, THE USER CONTENT OR THE SPARTICLE CONTENT.

THE MAXIMUM AGGREGATE LIABILITY OF SPARTICLE AND ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, DIRECTORS, SUPPLIERS, OWNERS, LICENSORS OR REPRESENTATIVES TO A USER SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) OR THE FEES PAID OR PAYABLE BY THE USER FOR THE USE OF THE WEBSITE.

THE MAXIMUM AGGREGATE LIABILITY OF SPARTICLE AND ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, DIRECTORS, SUPPLIERS, OWNERS, LICENSORS OR REPRESENTATIVES TO A SITE VISITOR SHALL NOT EXCEED ONE DOLLAR ($1.00).

You acknowledge that Sparticle has set its fees on reliance on the limitations of remedies and liability stated in these Terms, and that these limitations reflect an agreed allocation of risk between the parties. The limitations stated in this Section shall apply to any liability arising from any cause of action whatsoever, whether in contract, tort, commercial code, strict liability or otherwise, even if a limited remedy fails of its essential purpose. Nothing in this Subsection precludes a party from seeking specific enforcement, injunctive relief or other equitable remedy. If these limitations as written are not permitted by applicable law, they shall apply to the extent permitted by applicable law.

SUSPENSION AND TERMINATION

In addition to Sparticle’s rights set forth elsewhere in these Terms, Sparticle may (a) suspend your access to the Website, and may remove or modify your User Content, at any time in its commercially reasonable discretion or (b) terminate your Account and your access to the Website, with or without cause, on 10 days advance written notice. You may terminate your Account and removed your posted User Content from the Website at any time in your sole discretion.

These Terms shall survive termination of your Account, except that following termination your license to Sparticle content automatically terminates, and Sparticle no longer has any obligation to provide the Website for your use. You remain responsible for any fees, indemnification and other liabilities or obligations arising in connection with your use of the Website even after termination of your Account.

ACCEPTABLE USE POLICY

You may not post User Content, or use the Website in a way that might violate or threaten the rights, safety or privacy of others. Sparticle may refuse or remove from the Website any User Content at any time in its commercially reasonable discretion. Specifically, but without limitation, Sparticle may refuse or remove any User Content that it reasonably believes violates these Terms or applicable law, or that might violate the rights or threaten the safety of Users or third parties, or that it otherwise finds abusive or offensive. For example, you may not:

Post information on behalf of another person or entity without their consent;
Post incomplete, false, or misleading information in a user profile, impersonate another person, or misrepresent your affiliation with a person or entity, particularly in any attempt to learn sensitive information;
Harass, incite others to harass, advocate harassment, or post any unlawful, harmful, defamatory, threatening, vulgar, sexually explicit, hateful, or otherwise objectionable material;
Disclose personal information about another person; or
Post content that is otherwise fraudulent, unlawful, threatening, disingenuous, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law

You may not use the Website in any way that does not further the Purpose, or in a way that modifies, damages, disrupts, disables, overburdens, impairs, alters, or interferes with the use, features, functions, operation, security, or maintenance of the Website, or the rights or use and enjoyment of the Website by any other person or entity in any manner. For example, you may not:

Aggregate, copy, or duplicate any part of the Website;
Sell, promote, or advertise products or services other that in furtherance of the Purpose;
Post links, advertisements, or other content from competitors’ websites;
Use data mining, robots, or other data gathering devices on the Website;
Remove, disable, damage, circumvent, or otherwise interfere with the security of the Website;
Interfere or attempt to interfere with the proper workings of the Website or gain unauthorized access to the Website or computers linked to the Website;
Attempt to reverse engineer, or reverse engineer the Website;
Frame or link to the Website without permission;
Attempt to or submit to the Website any virus, malware, spyware, ransomware, adware, or other code or information that is designed to interrupt the normal use of the Website or the systems used to access the Website, or destroy or corrupt any data, or covertly transmit information;
Take any action imposing an unreasonable or disproportionately large load on Sparticle’s infrastructure;
Attempt to or obtain unauthorized access to Users’ Accounts;
Sell, transfer, or assign any of your rights to use the Website to a third party without the express written consent of Sparticle;
Use the Website in a manner that results in or may result in complaints, disputes, claims, fines, penalties, and other liability to Sparticle or others;
Use the Website to send marketing, advertising, or other repetitious emails, text messages, telephone calls, or other communications;
Use the Website for transactions involving illegal objects (such as, narcotics or stolen goods), illegal activities (such as, gambling), marketing and advertising;
Use the Website in an illegal way or to commit an illegal act;
Post any franchise, pyramid scheme, or similar information;
Access the Website from a jurisdiction where such access is illegal, unauthorized, or subject to penalty;
Use the Website on behalf of a business entity without the legal authority to do so;
Create multiple Accounts, whether fraudulently, falsely, unlawfully, legitimate, or lawfully, without Sparticle’s prior consent;
Control an account if another account controlled by you has performed these activities or otherwise breached these Terms;
Use data gathered from the Website for other any purpose (such as solicitation or personal gain) outside of the Website; or
Attempt to contact or communicate with Users by any means other than the means of communications enabled on the Website.

COPYRIGHT INFRINGEMENT/DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”)

Sparticle respects the intellectual property of others. If you believe your copyrighted work has been copied and is accessible on this Website in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with sufficient information to allow us to locate the material, including the following information:

The electronic or physical signature of the owner of the copyright or person authorized to act on the owner’s behalf;
A description of the copyrighted work you claim has been infringed and a description of the infringing activity;
Identification of the location where the original or an authorized copy of the copyrighted work exists; for example, the URL of the website where it is posted;
Identification of the URL or other specific location on this website where the material that you claim is infringing is located;
Your name, address, telephone number and email address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
A statement by you that the above information you provide us is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner.

Our agent for notice of claims of copyright infringement on this Website can be reached as follows:

By Mail:
Sparticle Services LLC
PO Box 540341
77254, TX
By Email: dmca@Sparticle.com

In accordance with the Digital Millennium Copyright Act and other applicable law, Sparticle has adopted a policy of terminating, in appropriate circumstances and at Sparticle's sole discretion, the memberships of Users who are deemed to be repeat infringers. Sparticle may also at its sole discretion limit access to the Website or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

GENERAL

Governing Law

These Terms are governed by and interpreted under the laws of the State of Delaware without giving effect to any conflicts of law principles that would require the application of the law of a different jurisdiction.

Dispute Resolution

In the event of any claim, controversy, or alleged dispute between you and Sparticle or its affiliates (“Dispute”), you hereby agree to attempt in good faith to amicably resolve any Dispute at least 30 days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim, or alleged breach along with your attempt to resolve such Dispute. Upon such notice and attempt to resolve, the party may then commence an arbitration proceeding pursuant to the rules of the American Arbitration Association (“AAA”) to be held in Houston, Texas, before an arbitrator to be selected by the AAA. Any such arbitration may only be commenced within one year after the party requesting arbitration obtains knowledge of the cause of action forming the basis of the controversy or claim accrued.

In any arbitration and subject to the ultimate discretion of the presiding arbitrator, each side will be limited to a maximum of one day of argument (including rebuttal), and the parties agree in good faith to minimize discovery burdens. The decision(s) of the arbitrator shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except upon claim of fraud or corruption as by law provided; provided, however, that implementation of such decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any such appeal. Judgment upon the award rendered in such arbitration may be entered by any court having jurisdiction thereof. You agree that all Disputes will be limited between you, individually, and Sparticle. To the full extent allowable by law, you agree that no arbitration proceeding or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis.

Notwithstanding the foregoing, you agree that the following matters shall not, at the election of Sparticle, be subject to binding arbitration: (a) any Dispute related to, or arising from allegations of criminal activity; (b) any Dispute concerning Sparticle's intellectual property rights; and (c) any claim for injunctive relief.

Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within Harris County, Texas. Each party hereby waives any claim that such venue is improper or inconvenient. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THESE TERMS, INCLUDING CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HEREBY FURTHER REPRESENTS AND WARRANTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

Electronic Communication Privacy Act

Electronic Communication Privacy Act Notice (18usc 2701-2711): Sparticle makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Website or any website linked to the Website. Sparticle will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Sparticle’s equipment, transmitted over networks accessed by the Website, or otherwise connected with your use of the Website.

Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. If for any reason a court or arbitral, as applicable, of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Force Majeure

Sparticle shall not be liable for any failure to provide the Website where such failure results from any cause beyond our reasonable control, including mechanical, electronic, or communications failure or degradation.

Assignment

Your Account is personal to you, and is not assignable, transferable, or sublicensable by you except with our prior written consent. Sparticle may assign, transfer, or delegate any of its rights and obligations hereunder without consent.

Agency

No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.

Notices

Unless otherwise specified is these Terms, all notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to support@Sparticle.com.

No Waiver

Sparticle’s failure to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Sparticle.

US Jurisdiction Only

We make no representation that the Website is operated in accordance with the laws or regulations of, or governed by, nations other than those of the United States. If you are located outside of the United States, your use this Website at your own risk and initiative and you, not us, are responsible for compliance with any applicable local and national laws.

The content, material and information contained on the Website does not constitute an offer or solicitation. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. This site is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you. Other Agreements These Terms are the entire agreement between you and Sparticle with respect to your use of the Website and the Services. These Terms supersede any prior Terms or agreement regarding the Website and the Services prior to the Effective Date above.

Interpretation

In the interpretation of these Terms, except where the context otherwise requires, (a) “including” or “include” does not denote or imply any limitation, (b) “or” has the inclusive meaning “and/or,” (c) “$” refers to U.S. doll ars, (d) the singular includes the plural, and vice versa, and each gender includes each other gender, (e) captions or headings are only for reference and are not to be considered in interpreting this Agreement, and (f) “Section” refers to a section of these Terms.