SPARK CRM TERMS OF SERVICE

INTRODUCTION

These Terms of Service ("Terms") govern your access to and use of Spark CRM's services, software, and website (collectively, the "Service"). By accessing or using the Service, you agree to be bound by these Terms. The Service is owned and operated by Spark CRM, Inc. ("Spark," "we," "us," or "our").

The Service includes, but is not limited to:

• Spark CRM: Our core customer relationship management platform
• Spark AI: Artificial intelligence and machine learning features and tools integrated within our Service
• Spark Website: Our web-based interface and website (sparkcrm.com)
• Spark Agents: Automated agents and workflow automation features
• Spark Mobile: Mobile applications for iOS and Android platforms
• Spark API: Application programming interfaces and developer tools

DEFINITIONS

"Account" means a unique account created for you to access our Service.

"Content" means any data, information, text, graphics, photos, or other materials uploaded, downloaded, or appearing on the Service.

"Customer Data" means all information, data, and content that is submitted, collected, or otherwise obtained from you or on your behalf in connection with the Service.

"Price Per Watt" refers to Spark CRM's fee model where subscription charges are calculated based on the total wattage of solar installations managed through the Service.

"Service" means all products and services offered by Spark, including Spark CRM, Spark AI, Spark Website, Spark Agents, Spark Mobile, and Spark API.

"Spark AI" means the artificial intelligence and machine learning features, tools, and services integrated within the Service, including predictive analytics, automated insights, and intelligent automation.

"Spark Agents" means the automated agents, workflow automation tools, and intelligent process automation features within the Service.

"Spark API" means the application programming interfaces, software development kits, and developer tools provided by Spark for integration with third-party services and custom applications.

"User" means an individual who is authorized by you to use the Service.

ACCOUNT REGISTRATION AND ELIGIBILITY

3.1. To access the Service, you must register for an Account and provide certain information as prompted by the registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information.

3.2. Your Account administrator may use your Account to create additional User accounts. You are responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account.

3.3. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant that you are at least 18 years old.

3.4. You may not create an Account if you are a competitor of Spark or if you have been previously suspended or banned from using the Service.

SUBSCRIPTION AND FEES

4.1. Price Per Watt Model: Spark CRM employs a "Price Per Watt" subscription model. Under this model, your subscription fee is calculated based on the aggregate wattage of all solar installations managed through the Service during the billing period.

4.2. The Price Per Watt rate is specified in your subscription agreement and may vary based on subscription tier, volume commitments, and specific product usage (including Spark AI, Spark Agents, and Spark API usage).

4.3. You agree to pay all fees associated with your subscription, including fees for premium features, API usage above included limits, and additional storage. Fees are non-refundable except as expressly provided in these Terms.

4.4. We reserve the right to change our fees upon thirty (30) days' notice. Your continued use of the Service after such notification constitutes your acceptance of the new fees.

4.5. Delinquent accounts may be suspended or terminated without notice. You will remain liable for all amounts due up to and including the date of termination.

4.6. API Usage Fees: Usage of Spark API may be subject to additional fees based on request volume, data transfer, and premium API features as specified in your subscription plan.

TERM AND TERMINATION

5.1. These Terms will remain in effect until terminated by either you or Spark.

5.2. You may terminate these Terms at any time by canceling your Account and discontinuing use of the Service.

5.3. We may terminate or suspend your Account and these Terms immediately, without prior notice or liability, for any reason, including if you breach any terms or conditions of these Terms.

5.4. Upon termination, your right to use the Service will immediately cease. If your Account is terminated for any reason, you may request a copy of your Customer Data within 30 days of termination, after which we may delete all of your Customer Data from our systems.

5.5. Sections that by their nature should survive termination will survive, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

SERVICE LEVEL AGREEMENT

6.1. Spark will use commercially reasonable efforts to make the Service available with an uptime of 99.9%, excluding scheduled maintenance.

6.2. If we fail to meet our uptime commitment, you may be eligible for service credits as detailed in our Service Level Agreement, which is incorporated by reference into these Terms.

6.3. Credits are your sole and exclusive remedy for any failure by Spark to meet the service level commitments.

6.4. AI and Automation Availability: Spark AI and Spark Agents features are provided on a best-effort basis and may experience additional downtime for model updates, training, and maintenance.

CUSTOMER DATA AND PRIVACY

7.1. You retain all rights in and to your Customer Data. You grant Spark a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and use your Customer Data solely as necessary to provide the Service to you.

7.2. Spark will maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of your Customer Data.

7.3. Our Privacy Policy and Data Policy, which are incorporated by reference into these Terms, explain how we collect, use, and disclose information from our users.

7.4. AI Training Data: Customer Data will not be used to train Spark AI models without your explicit consent. We may use aggregated, anonymized, and de-identified data for improving our AI services.

INTELLECTUAL PROPERTY RIGHTS

8.1. The Service and its original content (excluding Customer Data), features, and functionality are and will remain the exclusive property of Spark and its licensors.

8.2. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. You may not duplicate, copy, or reuse any portion of the HTML, CSS, JavaScript, visual design elements, or concepts without express written permission from Spark.

8.3. AI-Generated Content: You retain ownership of content you create using Spark AI features, subject to these Terms. However, similar content may be independently generated for other users.

8.4. All Spark trademarks, service marks, logos, and trade names are proprietary to Spark and may not be used without our prior written consent.

USER OBLIGATIONS AND RESTRICTIONS

9.1. You agree not to:

• Use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party's use of the Service
• Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, except for authorized use of Spark API
• Introduce any viruses, trojan horses, worms, logic bombs, or other harmful material
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service or any server, computer, or database connected to the Service
• Attack the Service via a denial-of-service attack or a distributed denial-of-service attack
• Use the Service to store or transmit content that infringes upon any person's intellectual property rights
• Use the Service to store or transmit any content that is unlawful, harmful, threatening, abusive, or otherwise objectionable
• Reverse engineer, decompile, or disassemble any part of the Service, except as permitted by law
• Attempt to circumvent usage limits or restrictions on Spark API
• Use Spark AI features to generate content that violates applicable laws or third-party rights
• Configure Spark Agents to perform actions that violate these Terms or applicable laws

9.2. You are solely responsible for all Customer Data that you upload, post, or otherwise transmit via the Service.

9.3. You are responsible for ensuring that your use of automated features (Spark Agents) complies with all applicable laws and does not violate third-party rights.

THIRD-PARTY SERVICES AND CONTENT

10.1. The Service may contain links to third-party websites, services, or content that are not owned or controlled by Spark.

10.2. Spark has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that Spark shall not be responsible or liable for any damage or loss caused by or in connection with the use of any such third-party websites, services, or content.

10.3. Third-Party Integrations: Spark API and Spark Agents may facilitate integrations with third-party services. You are responsible for complying with the terms and conditions of such third-party services.

ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING

11.1. AI Accuracy Disclaimer: Spark AI features use machine learning algorithms that may not always produce accurate or complete results. You acknowledge that AI-generated content, predictions, and recommendations should be reviewed and verified before use in business decisions.

11.2. AI Bias and Limitations: AI systems may exhibit biases or limitations based on training data and algorithms. You agree to use AI features responsibly and in compliance with applicable anti-discrimination laws.

11.3. Continuous Learning: Spark AI features may improve over time through machine learning. We may update algorithms and models without prior notice to enhance performance and accuracy.

11.4. AI Content Ownership: You retain ownership of content you input into and receive from Spark AI features, subject to these Terms and applicable law.

AUTOMATED AGENTS AND WORKFLOWS

12.1. Agent Configuration: You are responsible for properly configuring Spark Agents and ensuring they operate as intended. Misconfigured agents may result in unintended actions or data processing.

12.2. Agent Actions: All actions performed by Spark Agents are considered actions taken by you. You are fully responsible for the consequences of agent actions, including any resulting damages or legal obligations.

12.3. Monitoring and Control: You should regularly monitor agent activities and maintain appropriate controls to prevent unauthorized or unintended actions.

12.4. Third-Party Agent Interactions: When Spark Agents interact with third-party services, you are responsible for ensuring proper authorization and compliance with third-party terms of service.

API USAGE AND DEVELOPMENT

13.1. API Access: Access to Spark API is subject to rate limits, authentication requirements, and usage quotas as specified in your subscription plan.

13.2. API Security: You are responsible for maintaining the security of your API keys and access tokens. You must not share credentials or embed them in publicly accessible code.

13.3. API Compliance: Your use of Spark API must comply with these Terms, our API documentation, and any additional developer agreements.

13.4. API Changes: We may modify, update, or discontinue API endpoints with reasonable notice. We recommend using versioned API endpoints and following our migration guides.

13.5. Third-Party Applications: If you develop applications using Spark API, you are responsible for ensuring those applications comply with applicable laws and do not violate user privacy or security.

MOBILE APPLICATIONS

14.1. Platform Terms: Your use of Spark Mobile applications is subject to the terms and conditions of the applicable mobile platform (Apple App Store, Google Play Store).

14.2. Device Requirements: Spark Mobile requires compatible devices and operating system versions as specified in the app store listings.

14.3. Permissions: Spark Mobile may request device permissions (camera, location, contacts, notifications) to provide functionality. You can manage these permissions through your device settings.

14.4. Offline Functionality: Some features may be available offline, but full functionality requires internet connectivity and data synchronization.

14.5. Push Notifications: Spark Mobile may send push notifications related to your account activity, which you can control through device settings or app preferences.

DISCLAIMER OF WARRANTIES

15.1. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

15.2. Spark does not warrant that: (a) the Service will function uninterrupted, secure, or available at any particular time or location; (b) any errors or defects will be corrected; (c) the Service is free of viruses or other harmful components; (d) the results of using the Service will meet your requirements; or (e) AI features will produce accurate or reliable results.

15.3. AI-Specific Disclaimers: SPARK MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF AI-GENERATED CONTENT, PREDICTIONS, OR RECOMMENDATIONS. AI FEATURES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY.

LIMITATION OF LIABILITY

16.1. IN NO EVENT SHALL SPARK, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (C) ANY CONTENT OBTAINED FROM THE SERVICE; (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; (E) AI-GENERATED CONTENT OR DECISIONS BASED THEREON; (F) ACTIONS TAKEN BY SPARK AGENTS; OR (G) API USAGE OR INTEGRATION ISSUES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

16.2. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS.

16.3. THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SPARK AND YOU.

INDEMNIFICATION

17.1. You agree to defend, indemnify, and hold harmless Spark and its licensees and licensors, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Service; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including without limitation any copyright, property, or privacy right; (d) any claim that your Customer Data caused damage to a third party; (e) actions taken by Spark Agents on your behalf; (f) your use of AI features and any decisions based on AI-generated content; or (g) your development or distribution of applications using Spark API.

17.2. This defense and indemnification obligation will survive these Terms and your use of the Service.

GOVERNING LAW AND DISPUTE RESOLUTION

18.1. These Terms shall be governed by the laws of the State of Delaware, without regard to its conflict of law provisions.

18.2. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in Delaware, using the English language in accordance with the American Arbitration Association's Commercial Arbitration Rules then in effect. The arbitration shall be conducted by one arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of AAA arbitrators.

18.3. The arbitrator may not award punitive damages or non-economic damages in excess of actual economic damages. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

18.4. Notwithstanding the foregoing, Spark may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.

18.5. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

CLASS ACTION WAIVER

19.1. ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR SPARK WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY.

19.2. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

DATA PROCESSING AGREEMENT

20.1. To the extent that Spark processes any personal data on your behalf when performing its obligations under these Terms, the Data Processing Agreement, which is incorporated by reference into these Terms, shall apply.

20.2. You agree that you are the data controller and Spark is the data processor with respect to personal data processed through the Service.

COMPLIANCE WITH LAWS

21.1. You agree to comply with all applicable local, state, national, and international laws and regulations regarding your use of the Service.

21.2. You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.

21.3. AI Compliance: Your use of AI features must comply with all applicable laws regarding artificial intelligence, automated decision-making, and data protection.

MODIFICATIONS TO THE SERVICE AND TERMS

22.1. Spark reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.

22.2. Spark reserves the right to modify these Terms at any time. We will provide notice of material changes to these Terms by posting the amended terms on the Service at least 30 days before the effective date of the changes or by notifying you via email.

22.3. Your continued use of the Service after such modifications will constitute your acknowledgment and agreement to the modified Terms.

EXPORT CONTROL

23.1. The Service may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Spark, or any products utilizing such data, in violation of the United States export laws or regulations.

23.2. AI Export Restrictions: AI technologies and machine learning algorithms may be subject to additional export restrictions. You agree to comply with all applicable export control laws.

U.S. GOVERNMENT RIGHTS

24.1. If you are a U.S. government entity, you acknowledge that any software or documentation that is provided to you is "Commercial Computer Software" or "Commercial Computer Software Documentation" as defined in FAR 12.212 and DFARS 227.7202, as applicable.

ASSIGNMENT

25.1. You may not assign or transfer these Terms, by operation of law or otherwise, without Spark's prior written consent.

25.2. Any attempt by you to assign or transfer these Terms without such consent will be null and void.

25.3. Spark may assign or transfer these Terms, at its sole discretion, without restriction.

FORCE MAJEURE

26.1. Spark shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, civil unrest, government action, internet disturbances, power failures, or third-party service disruptions affecting AI or automation services.

SEVERABILITY

27.1. If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

WAIVER

28.1. The failure of Spark to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.

28.2. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Spark.

ENTIRE AGREEMENT

29.1. These Terms, together with the Privacy Policy, Data Processing Agreement, and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and Spark concerning the Service and supersede all prior or contemporaneous communications, whether electronic, oral, or written, between you and Spark with respect to the Service.

BETA FEATURES AND PRE-RELEASE SERVICES

30.1. Spark may offer beta features, early access programs, or pre-release versions of new products or services. These features are provided "as is" and may contain bugs or be subject to changes.

30.2. Beta features may not be subject to the same service level agreements as production services and may be discontinued without notice.

30.3. Your use of beta features may be subject to additional terms and conditions.