SparkLIT

Membership Agreement

This SparkLIT Membership Agreement (the "Agreement") is a legal contract between the customer ("You", "Your" etc) and SparkLIT Networks, Inc. ("SparkLIT"). The Agreement governs your purchase and use of the various online tools and services, whether fee-based or free of charge, offered on SparkLIT's website (each a "Service"). Your use of the Services is conditioned on your acceptance of this Agreement. The customer accepts and agrees to be bound by all the terms and conditions of this Agreement, as well as any additional terms specific to the particular Services for which you register. Such additional terms may be found in the Agreements & Policies section of SparkLIT's website, and shall be considered a part of this Agreement with respect to the Services they cover. Since this is a binding legal agreement between you and SparkLIT, please print a copy of this Agreement for your records.

1. THE SERVICES
SparkLIT will provide you with the Services for which you register on SparkLIT's website, subject to the terms and conditions of this Agreement. You acknowledge that the Services may be offered in various separately priced service levels or packages ("Service Plans"), and you will only receive the Service Plans that you have registered for, and for which you are paying all associated fees. With respect to free-of-charge Service Plans, the fees referred to in this Agreement will be equal to zero dollars ($0.00). Descriptions of each Service, and the various Service Plans that are available for each Service, are available on SparkLIT's website.

You may upgrade to a higher Service Plan, if available, at any time during the term of this Agreement by completing and submitting SparkLIT's then-current upgrade request form. Upon any such upgrade, you agree to pay the increased fees for that Service Plan in accordance with this Agreement. Upgrade pricing for the subscription period in which the upgrade occurs will be prorated in proportion to the number of days remaining in that subscription period at the time the upgrade becomes effective.

SparkLIT reserves the right to modify, enhance, or supplement the Services at any time in its sole discretion, provided that those modifications do not materially and adversely affect your rights or obligations under this Agreement.

2. REGISTRATION PROCESS
To sign up for or receive any Service, you must submit or maintain on file with SparkLIT certain registration data, as requested by SparkLIT's online registration form for the Service. Such registration data shall include, but not be limited to, your name, address, email address, website URLs, credit card number, and other billing information. In addition, you must separately submit an online activation request for each Service you desire to use. SparkLIT reserves the right, in its sole discretion, to refuse any registration or Service activation request for any reason or no reason, and shall not be obligated to provide any Service to you unless and until it has received payment for the applicable fee. SparkLIT's use of your registration information is governed by SparkLIT's privacy policy, available in the Agreements & Policies section of SparkLIT's website ("Privacy Policy").

3. YOUR PROMISES AND OBLIGATIONS
AS A CONDITION OF RECEIVING ANY SERVICES, YOU PROMISE, REPRESENT, AND WARRANT THE FOLLOWING.

(a) All of the registration information you supply to SparkLIT is true, complete, and accurate, and you will notify SparkLIT of any changes to your registration data during the term of this Agreement and submit updated information within twenty (20) days of any such changes;

(b) none of the URLs you submit to SparkLIT link to any web page or site that contains any:

i. hate propaganda or material that encourages or promotes illegal activity or violence;
ii. content that violates or infringes in any way upon the statutory, common law, or proprietary rights of others, including but not limited to copyrights, trademark rights, patents, or any other third party intellectual property, contract, privacy, or publicity rights;
iii. material that promotes or utilizes software or services designed to deliver unsolicited email;
iv. material that violates any local, state, or national law or regulation;
v. misrepresentations or material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable, offensive, or harmful; or
vi. other material that SparkLIT, in its sole discretion, deems inappropriate, including any violations of standards posted on SparkLIT's website or sent to you by email;

(c) You will safeguard your account user name and password by not disclosing your password to any third party, and you will assume responsibility for any and all harm or liability attributable to you or any other person accessing your account or any Services with your user name and password;

(d) You will treat any and all consumer information gathered for you or transmitted to you via the SparkLIT website or Services in accordance with SparkLIT's Privacy Policy;

(e) You will comply with all local, state, and federal laws and regulations governing your actions under this Agreement; and

(f) You have full power and authority to enter into this Agreement and to perform your obligations hereunder.

Without limiting its other remedies, SparkLIT may refuse or cancel your account or Services at any time for any violation of the foregoing promises.

4. PAYMENT
You agree to pay SparkLIT any set-up fees and recurring subscription fees listed on SparkLIT's website for the Service Plans you select. Completion and submission of any Service activation form authorizes SparkLIT to charge the credit card specified in your registration for all such fees and any related taxes corresponding to the selected Service. Such charges will be made on a periodic basis, coinciding with the subscription period for the selected Service (for example, monthly or annually). In order to avoid the full fee for any new subscription period, you must cancel the Service BEFORE the new period begins. Any failure to pay the amounts due under this Agreement will be a material breach of your obligations under this Agreement. Without limiting any other remedies available to SparkLIT, YOU AGREE TO FULLY REIMBURSE SPARKLIT FOR ANY COSTS AND EXPENSES THAT SPARKLIT MAY INCUR IN CONNECTION WITH COLLECTING OR ATTEMPTING TO COLLECT ANY SUCH UNPAID AMOUNTS.

Section 4.1 Price and Payment.
Customer shall pay SparkLIT monthly recurring fees, in U.S. Dollars, as indicated for the selected Service Plan(s) or, if a SparkLIT Written Agreement accompanies this document, as indicated by those terms. In addition to any recurring fees, Customer may be charged non-recurring fees as indicated at this same Web site, or as a SparkLIT Written Agreement specifies.

SparkLIT reserves the right to increase prices upon the expiration of the Customer's contracted term. Price increases shall be posted on SparkLIT's web site 30 days prior to taking effect. SparkLIT agrees to submit written notice to the primary email on record for the Customer at least 30 days prior to taking effect. This Agreement will automatically renew on a month-to-month basis at the month-to-month rate in effect at the time of the renewal unless cancelled in writing or modified in writing by the Customer prior to the renewal date. Customer will receive an invoice for charges and payment is due upon receipt, unless otherwise stated. It is our policy to bill our clients on a monthly basis, and in the absence of any agreement or arrangement to the contrary, we expect to be paid no later than the due date stated on the invoice. Our monthly statements will be itemized as to each general activity.

Section 4.2. Method of Payment.
SparkLIT accepts payment by Credit Card (Visa, MasterCard, Amex), Check and Postal Money Order. All funds shall be in U.S. Dollars. Customers submitting payment in foreign currencies will incur a $5.00 (U.S. Dollar) conversion fee. SparkLIT charges $20.00 for each check returned (rejected) by the bank.

Section 4.3. Late Payment.
Customer Balances are due no later than 3:00 PM Pacific Time, on the 20th day after the initial bill date for service stated on the invoice. If a Balance is due 31 days after the initial bill date for service, an interest charge of %2 (two percent) per month will begin to accrue from the initial bill date. If a Balance is due 57 days after the initial bill date for service, Customer's Account may be suspended for service. If a balance remains due 70 days past the initial bill date for service, Customer's Account may be submitted to SparkLIT's Collection Agency for processing, as described in Section 3.4. SparkLIT will make reasonable efforts to notify Customer, in advance, of pending late fees, account suspension and account submission to Collection Agency, but SparkLIT's failure to provide notice will not prevent SparkLIT from exercising any of its rights regarding past due amounts. SparkLIT will make reasonable efforts to preserve Customer's content off-line, for up to 70 days past the initial bill date for service. If Account Balance is not settled, SparkLIT reserves the right to destroy the content on SparkLIT's service to make space for new Customers.

Section 4.4. Collection Agency.
Customer Balances (Amounts) past due by 70 days are subject to submission to SparkLIT's Collection Agency. Customer Accounts will incur a Collections Service Fee of $20.00 (Twenty U.S. Dollars), which is in addition to the Late Payment Fee described in Section 3.3. Customer will also be liable for additional further collection costs.

Section 4.5. Credit Card Chargebacks.
Anytime a Chargeback Request is received from our Merchant bank, SparkLIT reserves the right to immediately suspend Customer's Account until the Chargeback Request has been formally resolved between SparkLIT and the Merchant Service Authority. This process may take up to, and possibly more than, a week. If you are disputing a billing error, SparkLIT encourages Customer to first contact SparkLIT's Customer Service to resolve any discrepancies to avoid having Customer's Account suspended upon notification of a Chargeback. SparkLIT reserves the right to refuse any additional service to Customer while a Chargeback Notice is pending investigation by the Merchant Service Authority.


5. PRICING CHANGES AND OTHER MODIFICATIONS
SparkLIT may change its Service fees, or any other terms of this Agreement, at any time by updating the applicable pricing information or other terms posted on SparkLIT's website. New pricing terms will become effective beginning with the first full billing cycle after SparkLIT posts such changes to its website. Changes to terms not related to pricing will become effective fifteen (15) days after such notification. If you do not agree to any changes posted by SparkLIT in accordance with this Section, you must cancel your account or the affected Service as provided herein before the given changes become effective; otherwise you will be deemed to have accepted and agreed to the changes.

Additional modifications to these terms and conditions may be made in special circumstances, but only if approved in advance in a signed writing on SparkLIT's letterhead by an executive vice president or higher-level officer of SparkLIT. Product sales and support representatives are not authorized to waive or modify any provisions of this Membership Agreement. No failure by SparkLIT to enforce any term of this Agreement shall be construed as a waiver thereof, nor shall it affect your obligations or SparkLIT's rights and remedies hereunder.

6. DURATION AND CANCELLATION OF SERVICES
Unless stated otherwise on SparkLIT's web pages applicable to a given Service, each Service will be provided and billed on a month-to-month or year-to-year subscription basis, measured from the beginning of the calendar month immediately following activation of the given Service. Subscriptions will automatically renew with each monthly or annual period, as applicable, until cancelled in accordance with this section. At any time after activation of a Service, you may cancel that Service either by providing written notice to SparkLIT, or by using SparkLIT's online cancellation system, in which case the Service will terminate on the date specified in the cancellation notice. If no date is specified, the Service will terminate at the end of the then-current billing period (for paid Services) or calendar month (for free Services). At the end of the then-current billing period, paid services will revert to the free service level if one is available. Upon successful cancellation a cancellation confirmation number will be provided which can be used as confirmation of cancellation in the future. SparkLIT reserves the right to cancel your service for any or no reason upon providing written notice of the cancellation. SparkLIT also reserves the right to cancel any individual Service immediately and without notice in the event that you breach any provision of this Agreement or any other terms that apply to that Service. NO REFUNDS WILL BE AVAILABLE ON ACCOUNT OF ANY SERVICE CANCELLATION BY EITHER PARTY, EXCEPT AS EXPRESSLY PROVIDED IN THE SECTION ENTITLED "REFUNDS" BELOW.
NOTE: As email is inherently unreliable, SparkLIT does not accept cancellations via email for the benefit of all parties.

7. TERM AND TERMINATION OF AGREEMENT
The term of this Agreement will begin on the date that SparkLIT accepts your initial registration and will continue in force until terminated according to this section. Upon cancellation of all active Services, or any time thereafter, either party may terminate your account and this Agreement by written notice to the other party. SparkLIT also reserves the right to terminate your account and this Agreement immediately and without notice in the event that you breach any provision of this Agreement. No refunds will be available on account of any termination of this Agreement, except as expressly provided in the Section entitled "Refunds" below. Sections 10 through 15 of this Agreement shall survive and remain in effect notwithstanding any termination of this Agreement.

8. REFUNDS
If SparkLIT terminates this Agreement, your account, or any Service prior to the end of any active subscription period, and if you have not breached any provision of this Agreement, then you may request a partial refund of the fees that you have paid for that subscription period, based on the number of days remaining in the subscription period at the time of such termination. If your request is validly submitted in writing within thirty (30) days after such termination, then SparkLIT will issue the appropriate credit to your credit card.

Prepayments are non-refundable. You must request cancellation prior to your next billing cycle beginning to prevent charges from being assessed.

Exceptions may be made, in the customers' favour, on a case-by-case basis

Without limiting any of the restrictions above, you acknowledge and agree that NO REFUNDS OR PARTIAL REFUNDS WILL BE ISSUED: (a) FOR ANY SERVICE THAT YOU CANCEL LATER THAN THIRTY (30) DAYS AFTER ACTIVATION; OR (b) IF YOU HAVE BREACHED ANY PROVISION OF THIS AGREEMENT.

9. OWNERSHIP RIGHTS
You agree and understand that the Services and all graphic designs, icons, Tags, HTML code, computer programming, and other elements incorporated therein are the exclusive property of SparkLIT. In addition, you acknowledge that SparkLIT owns all right, title, and interest in and to SparkLIT's trademarks, trade names, service marks, inventions, copyrights, trade secrets, patents, technology, software, and know-how related to the design, function, or operation of the Service. Your rights to the Services are strictly limited to the rights expressly granted in this Agreement.

10. DISCLAIMER OF WARRANTY
SparkLIT makes no guarantees of any kind regarding the use or the results derived from any Services in terms of dependability, accuracy, security, timeliness, availability, reliability, or usefulness. The Services and all related materials are provided "AS IS" without warranty of any kind. SPARKLIT HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICES AND RELATED MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SPARKLIT DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL BE SUITABLE FOR YOUR NEEDS OR YOUR INTENDED APPLICATIONS, OR THAT THE SERVICES WILL BE COMPATIBLE WITH OR OPERATE IN THE HARDWARE, SOFTWARE, OR WEBSITE CONFIGURATIONS THAT YOU SELECT.

11. LIMITATION OF LIABILITY
IN NO EVENT WILL SPARKLIT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES OF ANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF INCOME, LOSS OR DAMAGE OF DATA, AND DAMAGE TO BUSINESS REPUTATION, UNDER ANY THEORY OF LAW OR EQUITY, AND WHETHER OR NOT SPARKLIT IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

FURTHERMORE, IN NO EVENT WILL SPARKLIT'S TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT RECEIVED BY SPARKLIT FROM YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS PRECEDING THE EVENTS OR CIRCUMSTANCES GIVING RISE TO LIABILITY, OR, IF SUCH LIABILITY ARISES FROM ANY PARTICULAR SERVICE(S), THEN SPARKLIT'S LIABILITY WILL BE LIMITED TO THE FEES YOU HAVE PAID TO SPARKLIT FOR THE PARTICULAR SERVICE(S) DURING SUCH THREE-MONTH PERIOD. Without limiting the foregoing, SparkLIT is not responsible for any of your data residing on SparkLIT hardware. You are responsible for backing-up your data and information that may reside on SparkLIT's hardware or Network, whether or not such information is produced through the use of the Service.

12. INDEMNIFICATION
You agree to indemnify, hold harmless, and (at SparkLIT's request) defend SparkLIT and its officers, directors, shareholders, and representatives from and against any and all liability, damages, losses, costs, or expenses (including but not limited to attorneys' fees and expenses) incurred in connection with any claim related to (a) your breach of any term, condition, representation, warranty, or covenant in this Agreement; or (b) the information you supply to SparkLIT or make available to any third party, including your registration data and the content of the web pages corresponding to the URLs you submit to SparkLIT. This obligation shall survive any termination of your relationship with SparkLIT.

13. SOLE AND EXCLUSIVE REMEDY
If you are dissatisfied with any portion of any Service, your sole and exclusive remedy is to cancel your account or your subscription to the given Service according to this Agreement. No refunds are available except as expressly provided in the Section entitled "Refunds" above.

14. GENERAL PROVISIONS
The laws of the Canada and the Province of British Columbia govern this agreement. You hereby consent to the jurisdiction of and venue in courts located in Victoria, BC in all disputes arising out of or relating to this Agreement or your use of the Services. In addition, you hereby consent to the exclusive jurisdiction of, and venue in, such courts for any action commenced by you against SparkLIT. The prevailing party in any dispute relating to the Services or this Agreement will be entitled to recover its costs, expenses and reasonable attorney fees incurred in connection with such dispute.

This Agreement, along with SparkLIT's other terms, conditions, and policies referenced herein, constitutes the entire agreement between you and SparkLIT with respect to the Services. To the extent of any conflict between this Agreement and SparkLIT's Website Terms of Use (located in the Agreements & Policies section of SparkLIT's website), the Website Terms of Use will govern your general use of SparkLIT's website, and this Agreement will govern your use of the Services in particular. If any part of this Agreement is held to be unenforceable, that part will be amended to achieve its intended effect as nearly as possible, and the remainder of the Agreement will remain in full force.

No party shall be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond the party's reasonable control, including without limitation, acts of any governmental body or failure of the software or equipment of third parties. Except as provided otherwise herein, any notice given under this Agreement will be made in writing by email and will be effective on the business day after it is sent. You may not assign this Agreement, and any attempt to do so is void. You acknowledge that your account is part of the SparkLIT network, and, consequently, you will receive periodic announcements and information regarding SparkLIT's services. You may request to be removed from the network's news mailing list at any time.

15. QUESTIONS
If you have any questions about this Agreement or SparkLIT's Services, please contact SparkLIT (http://www.sparklit.com/contact.spark). Thank you for choosing SparkLIT for your website tools. We look forward to doing business with you and hope you find our services valuable.
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