Date of last revision: May 5, 2018
We are Spar Technology Corporation (“Spar” for short) are thrilled you've decided to use our products and services, all of which we refer to simply as the "Services." Spar is the self-improvement social network; our products allow you to challenge yourself and your friends to build more healthy habits.
We've drafted these Terms of Service (which we simply call the "Terms") so that you'll know the rules that govern our relationship with you.
By using the Services, you agree to these Terms. If you don't agree with these Terms, then you should not and may not use the Services.
Before we continue, please note the following: ol li b Spar HAS ZERO TOLERANCE FOR OBJECTIONABLE CONTENT OR ABUSIVE USERS. | If you post offensive content using our Services or otherwise abuse our Services, you will be permanently banned. You can read more about this in Section 6 below. li b ARBITRATION NOTICE: | We want to let you know up front that these Terms contain an arbitration clause a little later on, in Section 17. Except for certain types of disputes mentioned in that arbitration clause, you and Spar agree that disputes between us will be resolved by mandatory binding arbitration, and that you and Spar waive any right to participate in a class-action lawsuit or class-wide arbitration.
Use of the Services is void where prohibited.
No one under 18 is allowed to create an account or use the Services.
By using the Services, you state that: ol li You can form a binding contract with Spar; li You are not a person who is barred from receiving the Services under the laws of the United States or any other applicable jurisdiction. ol type="a" li In other words, you do not appear on the U.S. Treasury Department's list of Specially Designated Nationals or face any other similar prohibition; li You will comply with these Terms and all applicable local, state, national, and international laws, rules, and regulations.
If you are using the Services on behalf of a business or some other entity, you state that you are authorized to grant all licenses set forth in these Terms and to agree to these Terms on behalf of the business or entity.
Spar grants you a personal, worldwide, royalty-free, non-assignable, nonexclusive, revocable, and non-sublicensable license to access and use the Services. This license is for the sole purpose of letting you use and enjoy the Services’ benefits in a way that these Terms and our usage policies, such as our Community Guidelines, allow.
Any software that we provide you may automatically download and install upgrades, updates, or other new features. You may be able to adjust these automatic downloads through your device's settings.
You may not copy, modify, distribute, sell, or lease any part of our Services, nor may you reverse engineer or attempt to extract the source code of that software, unless applicable laws prohibit these restrictions or you have our written permission to do so.
Many of our Services let you create, upload, post, send, receive, and store content. When you do that, you retain whatever ownership rights in that content you had to begin with. But you grant us a license to use that content. Specifically, you grant Spar a worldwide, royalty-free, sublicensable, and transferable license to host, store, use, display, reproduce, modify, adapt, edit, publish, and distribute that content. This license is for the limited purpose of operating, developing, providing, promoting, and improving the Services and researching and developing new ones.
While we're not required to do so, we may access, review, screen, and delete your content at any time and for any reason, including if we think your content violates these Terms. You alone though remain responsible for the content you create, upload, post, send, or store through the Service.
We hope to avoid serving advertisements, but nevertheless, our Services may someday contain advertisements. In consideration for Spar letting you access and use the Services, you agree that Spar, its affiliates, and third-party partners may place advertising on the Services.
We always love to hear from our users. But if you volunteer feedback or suggestions, just know that we can use your ideas without compensating you.
Much of the content on our Services is produced by users, publishers, and other third parties. Whether that content is posted publicly or sent privately, the content is the sole responsibility of the person or organization that submitted it. Although Spar reserves the right to review all content that appears on the Services and to remove any content that violates these Terms, we do not necessarily review all of it. So we cannot—and do not—take responsibility for any content that others provide through the Services.
Through these Terms and our Community Guidelines, we make clear that we do not want the Services put to bad uses. But because we do not review all content, we cannot guarantee that content on the Services will always conform to our Terms or Guidelines. To report anything objectionable, email email@example.com and we’ll address it promptly.
Spar respects the rights of others. And so should you. You therefore may not upload, post, send, or store content that:
If you are deemed to have violated any of these provisions, you will be banned from Spar forever.
You must also respect Spar's rights. These Terms do not grant you any right to:
In short: You may not use the Services or the content on the Services in ways that are not authorized by these Terms. Nor may you help or enable anyone else in doing so.
Spar honors the requirements set forth in the Digital Millennium Copyright Act. We therefore take reasonable steps to expeditiously remove from our Services any infringing material that we become aware of. And if Spar becomes aware that one of its users has repeatedly infringed copyrights, we will take reasonable steps within our power to terminate the user's account.
We make it easy for you to report suspected copyright infringement. If you believe that anything on the Services infringes a copyright that you own or control, please file a notice with our copyright agent by writing to: firstname.lastname@example.org
If you file a notice with our Copyright Agent, it must comply with the requirements set forth at 17 U.S.C. § 512(c)(3). That means the notice must:
We try hard to keep our Services a safe place for all users. But we can't guarantee it. That's where you come in. By using the Services, you agree that:
We also care about your safety while using our Services. So do not use our Services in a way that would distract you from obeying traffic or safety laws. And never put yourself or others in harm's way just to use Spar or any other smartphone app.
You are responsible for any activity that occurs in your account.
By using the Services, you agree that, in addition to exercising common sense:
If you think that someone has gained access to your account, please immediately write to Spar support by emailing email@example.com
*** You can lose real money on Spar! *** (Only what you agree to be willing to lose; and losing depends solely on your own performance, never on others’ performance or on any element of luck or chance -- but still, it’s real money, so take this seriously!)
Spar allows friends to challenge each other to build healthy habits. These challenges are binding contracts!
By using our Services, users ask Spar to enforce the rules that everyone in a challenge agrees to. At the challenge creator’s preference, challenges may include a financial component. In these cases, charging money for your failure to perform (should such failure occur) is a core function of our Services.
So read this section carefully!
When you participate in a Spar challenge (either by joining someone else’s challenge, or by creating a challenge and having someone else join it), you’re agreeing to a binding contract.
In short, you must actually do what you have promised your friends you would do.
If you don’t, you pay the price that you agreed to pay when you accepted the challenge.
Spar will not grant refunds if you are charged money because you failed to check in. Charging you money for such failures is the whole point of the app.
Of course, we will happily grant refunds for erroneous charges. We don’t anticipate making erroneous charges, of course, but if a mistake happens, don’t worry, we’ll take care of you! As always, just email firstname.lastname@example.org
The winner(s) of a challenge receive 90% of the challenge pot.
Spar takes 10% of the challenge pot.
We want to be super clear about this. If you think 10% is too high, don’t play!
(We think 10% is fair, since payment processing costs about 4-5% of every challenge pot. We feel good about taking a few % in exchange for providing great software that helps people get better.)
Spar does not handle payments or payment processing for any charges or purchases; those are handled by third-party payment providers or service providers (such as, Stripe, Apple's App Store and Google's Play Store, among others).
Payment processing services for Spar are provided by Stripe and are subject to the Stripe Connected Account Agreement , which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms or continuing to use our Services, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Spar enabling payment processing services through Stripe, you agree to provide Spar accurate and complete information about you and your business, and you authorize Spar to share it and transaction information related to your use of the payment processing services provided by Stripe.
Subject to any applicable additional terms and conditions, all charges, debits, and credits are final and non-refundable. And because our performance begins once you accept a challenge and we give you access to our Services, you waive any right you may have under EU or other local law to cancel your challenge without paying a cancellation penalty (currently half the value of all remaining check-ins in a challenge). This challenge cancellation penalty is a clearly advertised part of the Services, designed to enhance the effectiveness of the Services. If you do not agree with it, don’t use the Services. BY ACCEPTING THESE TERMS, YOU AGREE THAT Spar IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON, EXCEPT FOR MISTAKEN CHARGES OR DEBITS, WHICH Spar DOES NOT EXPECT OR ANTICIPATE WILL EVER OCCUR.
It's your sole responsibility to manage your challenges, check-ins, and, by extension, any charges or credits that Spar makes to your account balance and credit or debit card account. If you are under 18 (or younger than the age of legal majority in your place of residence), you must obtain your parent's or guardian's consent before using the Services.
You are responsible for any mobile charges that you may incur for using our Services, including text-messaging and data charges. If you're unsure what those charges may be, you should ask your service provider before using the Services.
If you change or deactivate the mobile phone number that you used to create a Spar account, you must update your account information through Settings within 72 hours to prevent us from sending to someone else messages intended for you.
If you use a service, feature, or functionality that is operated by a third party and made available through our Services (including Services we jointly offer with the third party), each party's terms will govern the respective party's relationship with you. Spar is not responsible or liable for those third party's terms or actions taken under the third party's terms.
We're relentlessly improving our Services and creating new ones all the time. That means we may add or remove features, products, or functionalities, and we may also suspend or stop the Services altogether. We may take any of these actions at any time, and when we do, we may not provide you with any notice beforehand.
While we hope you remain a lifelong Spar user, you can terminate these Terms at any time and for any reason by deleting your account.
Spar may also terminate these Terms at any time, for any reason, and without advanced notice. That means that we may stop providing you with any Services, or impose new or additional limits on your ability to use the Services. For example, we may deactivate your account due to prolonged inactivity, and we may reclaim your username at any time for any reason.
Regardless of who terminates these Terms, both you and Spar continue to be bound by Sections 3, 6, 10, and 13-22 of the Terms.
You agree, to the extent permitted under applicable law, to indemnify, defend, and hold harmless Spar, our directors, officers, employees, and affiliates from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including attorneys' fees) due to, arising out of, or relating in any way to: (a) your access to or use of the Services; (b) your content; and (c) your breach of these Terms.
We try to keep the Services up and running and free of annoyances. But we make no promises that we will succeed.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND TO THE EXTENT PERMITTED BY APPLICABLE LAW WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, WHILE Spar ATTEMPTS TO PROVIDE A GOOD USER EXPERIENCE, WE DO NOT REPRESENT OR WARRANT THAT: (A) THE SERVICES WILL ALWAYS BE SECURE, ERROR-FREE, OR TIMELY; (B) THE SERVICES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS; OR (C) THAT ANY Spar CONTENT, USER CONTENT, OR INFORMATION YOU OBTAIN ON OR THROUGH THE SERVICES WILL BE TIMELY OR ACCURATE.
Spar TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH Spar WILL BE RESPONSIBLE FOR.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, Spar AND OUR MANAGING MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON OR THROUGH THE SERVICES; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT, EVEN IF Spar HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL Spar’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF $100 USD OR THE AMOUNT YOU PAID Spar, IF ANY, IN THE LAST 12 MONTHS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH Spar, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM Spar.
Applicability of Arbitration Agreement. All claims and disputes arising out of or relating to these Terms or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis, except that you and Spar are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents.
Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association ("AAA"). If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single neutral arbitrator. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum's rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.
Authority of the Arbitrator. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and Spar. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Spar.
Waiver of Jury Trial. YOU AND Spar WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Spar are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Spar over whether to vacate or enforce an arbitration award, YOU AND Spar WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 18.
Confidentiality. No part of the procedures will be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order, or unless required by law. Notwithstanding the foregoing, no party will be prevented from submitting to a court of law any information needed to enforce this arbitration agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
Right to Waive. Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.
Opt-out. You may opt out of this arbitration agreement. If you do so, neither you nor Spar can force the other to arbitrate. To opt out, you must notify Spar in writing no later than 30 days after first becoming subject to this arbitration agreement. Your notice must include your name and address, your Spar username and the email address or telephone number you used to set up your Spar account (if you have one), and an unequivocal statement that you want to opt-out of this arbitration agreement. You must send your opt-out notice to this address: Spar Technology Corporation., ATTN: Arbitration Opt-out, 1899 Lucretia Ave. #1, Los Angeles CA 90026.
Small Claims Court. Notwithstanding the foregoing, either you or Spar may bring an individual action in small claims court.
Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with Spar.
To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Spar agree that all claims and disputes arising out of or relating to the Terms or the use of the Services will be litigated exclusively in the United States District Court for the Central District of California. If, however, that court would lack original jurisdiction over the litigation, then all claims and disputes arising out of or relating to the Terms or the use of the Services will be litigated exclusively in the Superior Court of California, County of Los Angeles. You and Spar consent to the personal jurisdiction of both courts.
Except to the extent they are preempted by U.S. federal law, the laws of California, other than its conflict-of-laws principles, govern these Terms and any disputes arising out of or relating to these Terms or their subject matter, including tort claims.
If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions.
Given the breadth of our Services, we sometimes need to craft additional terms and conditions for specific Services. Those additional terms and conditions, which will be available with the relevant Services, then become part of your agreement with us if you use those Services.
These Terms make up the entire agreement between you and Spar, and supersede any prior agreements.
These Terms do no create or confer any third-party beneficiary rights.
If we do not enforce a provision in these Terms, it will not be considered a waiver.
We reserve all rights not expressly granted to you.
You may not transfer any of your rights or obligations under these Terms without our consent.
These Terms were written in English and to the extent the translated version of these Terms conflict with the English version, the English version will control.
Spar welcomes comments, questions, concerns, or suggestions. Please send feedback to us by emailing email@example.com
SPAR TECHNOLOGY CORPORATION is located in Los Angeles, California.