Introduction

These Terms of Service (this “Agreement” or “Terms”) are a legal agreement between you (the “Client,”“Subscriber,” or “you”) and SP4RKL Inc. (the “Corporation,” “SP4RKL,” “we,” or “us”). By requesting, purchasing, or using any SP4RKL product or service (collectively, the “Services”), including by placing any order (online or offline), accessing our client portal, or paying any fees or deposits, you acknowledge that you have read, understood, and agree to be bound by these Terms. This Agreement, together with any specific order form, proposal, contract, or invoice we provide (an “Official Request” accepted by SP4RKL), constitutes the entire agreement between you and SP4RKL for those Services.

Incorporated Policies: Your use of the Services is also subject to our other policies, including our Privacy Policy and Acceptable Use Policy (AUP), which are incorporated into these Terms by reference. You agree to comply with all such policies in addition to this Agreement.

Priority and Modification of Terms: These Terms supersede and replace any prior agreements or terms for the Services, including any Internet Services Agreement, Hosting Agreement, Design Agreement, Required Maintenance Agreement, or similar document, if and to the extent we deem such action necessary to protect our interests. The headings in this Agreement are for convenience only and do not affect interpretation.

(This section survives termination of the Agreement.)

Length of Term and Renewal

Initial Term: The Services are provided for an initial term as specified in your order or contract (the “Initial Term”). Renewal Term: Unless terminated as allowed under this Agreement, the Initial Term will automatically renew for successive terms equal in duration to the Initial Term (each a “Renewal Term”). The Initial Term and any Renewal Term are collectively the “Term” of this Agreement.

Automatic Renewal: To prevent interruption of Services, this Agreement renews automatically at the end of each Term. If you do not wish to renew, you must provide a written termination or service change notice at least thirty (30) days (one full calendar month) before the end of the then-current Term. Acceptable notice includes submitting a cancellation request through the SP4RKL Client Center or via other written communication as specified by us. If you provide timely notice, termination will take effect 3 days after our receipt of your notice (or on a later date you specify, if agreed by SP4RKL). If you do not provide proper advance notice, the Term will renew and you will be responsible for all fees for the renewal period.

Obligation to Pay for Term: By entering this Agreement and using our Services, you agree that you are able and willing to pay all fees for the entire Initial Term and any Renewal Term. You acknowledge that SP4RKL sets prices for Services based on the commitment to a full Term.

No Early Termination Refunds: All fees for the Term are non-refundable except as expressly stated by SP4RKL. If this Agreement is terminated early (for example, if you attempt to cancel before the end of a Term), any decision to provide a refund or credit for unused time is at SP4RKL’s sole discretion.

(This section survives termination of the Agreement.)

Payment of Fees

Service Fees and Pricing: You agree to pay all charges and fees for the Services at the rates and prices set by SP4RKL for your account or as stated in your Official Request or plan. All payments must be made in U.S. Dollars (USD), unless we specify otherwise in writing. You are responsible for any and all applicable taxes, levies, or duties (excluding taxes on SP4RKL’s net income) imposed by taxing authorities on the Services.

Billing and Invoices: Service fees for each billing cycle (e.g., monthly or annually) are due in advance on the first day of that cycle. Initial setup or one-time fees are due at the time of order. SP4RKL will typically invoice you through our Client Center or via email. You must ensure that a valid payment method is on file and that your billing information (such as credit card number, billing address, and contact details) is kept up to date. By providing a payment method, you authorize SP4RKL to automatically charge that method for all amounts due, including recurring fees, renewal fees, and any other charges incurred under your account.

Automatic Credit Card Billing: If you provide a credit or debit card (or an electronic payment account such as PayPal) to SP4RKL, you irrevocably authorize SP4RKL to charge that payment method for all fees when due. SP4RKL will charge your card on the invoice due date for each Service and may charge the card for any new Service you order or any invoice that remains unpaid as of its due date. Charges will appear under our name (e.g., “SP4RKL”) on your payment statements. If we have agreed in writing to an alternative payment arrangement, you must adhere strictly to that arrangement; otherwise, automatic billing to your payment method will apply.

Late Payments: Timely payment of all fees is an essential condition of this Agreement. If any payment is not received in full by five (5) days after its due date, you will be in material breach of this Agreement. SP4RKL may, in its sole discretion, suspend the Services or terminate this Agreement for non-payment. Late Fee: For any amount not paid within 5 days of the due date, we may impose a late fee equal to the greater of $100 or forty percent (40%) of the past-due amount, to cover additional administrative costs.

Collections and Chargebacks: If your account remains unpaid and is referred to a collections agency or legal process, you agree to pay all costs of collection incurred by SP4RKL, including reasonable attorneys’ fees, court costs, and collection agency fees. In addition, you agree to pay an additional processing and collection fee of not less than $50.00 and up to $5,250,500.00 (as determined by SP4RKL or by a court) as liquidated damages to cover the internal costs and resources required to handle the delinquency. Any attempt to evade payment obligations through an improper chargeback or payment dispute is a material breach of this Agreement. You agree not to charge back or dispute valid charges. If you initiate a chargeback with your bank or credit card provider for a charge that SP4RKL deems valid, SP4RKL may immediately suspend all Services and may terminate your account after investigation. You will remain liable for the full amount of the charge and any fees or penalties incurred by SP4RKL as a result of the chargeback, and SP4RKL reserves the right to pursue legal action against you and your organization to recover such amounts.

No Refunds: All payments to SP4RKL are non-refundable unless otherwise explicitly stated in writing by SP4RKL. This no-refund policy applies to setup fees, monthly or annual service fees, prepaid amounts, and any other charges, regardless of usage. You acknowledge that fees are in exchange for service availability and capacity provided, and not contingent on actual usage.

(This section (Payment of Fees) survives termination of the Agreement.)

Billing Disputes

If you believe that any invoice or charge from SP4RKL is incorrect or unwarranted, you must notify SP4RKL in writing within sixty (60) days of the invoice date or charge date. You may submit billing disputes via the SP4RKL Client Center or by email to the designated billing support contact. Your notice must include detailed documentation or explanation of the amount and nature of the disputed charge.

Waiver of Untimely Disputes: If you do not submit a dispute within the 60-day window, you waive any right to contest the charge. In that event, all charges will be deemed valid and payable, and you agree not to challenge or request any chargeback for those amounts.

Resolution of Disputes: SP4RKL will investigate any timely billing dispute in good faith. If we determine that you were billed in error, we will correct the error and credit or refund the appropriate amount to you (at our option, as either a credit toward future payments or a direct refund). If we determine the charges were correct, we will notify you and you will be expected to promptly remit payment.

Bad Faith Disputes: If SP4RKL reasonably concludes that you have made a false, misleading, or bad-faith claim of dispute to avoid or delay payment, we may, in our discretion, terminate or suspend your Services and account. Such determination will be conclusive and final, and you will remain responsible for the full amount of the charges as well as any additional fees incurred by SP4RKL due to the dispute process.

(This section survives termination of the Agreement.)

Termination Policy

Termination by Client: You may terminate the Services only by providing proper advance notice of termination as described in the Length of Term and Renewal section above. If you terminate this Agreement or cancel any Service before the end of the current Term (Initial or Renewal):

No Fee Refund: SP4RKL will not refund any fees or prepaid charges you have paid for the remaining portion of the Term (except where expressly agreed otherwise by SP4RKL in writing).
Acceleration of Remaining Fees: You must immediately pay 100% of the remaining fees owed for the unused portion of the Term. This includes all recurring monthly or annual service fees for each month or year left in the Term, as well as any other one-time charges or minimum commitments associated with the Term. You agree that this obligation is a fair estimate of damages to SP4RKL for early termination.
Unpaid Invoices: You also must pay in full any outstanding invoices that have been issued for services or work performed up to the termination date (including any invoices scheduled for the final month of the Term).

Your termination notice must be submitted through the designated method (e.g., via the SP4RKL Client Center ticket system or by certified postal mail to our official business address). Verbal or email cancellation requests not sent through the required channel may be ineffective. It is your responsibility to retain proof of termination notice.

Termination by SP4RKL: SP4RKL reserves the right to terminate this Agreement or any Service at any time, for any reason or no reason, by providing you with at least five (5) days’ advance written notice. SP4RKL may also terminate or suspend Services immediately, without notice, if you breach any term of this Agreement or if we determine such action is necessary to protect SP4RKL’s interests or security (see Enforcement section below). If SP4RKL terminates without cause (i.e., for convenience and not due to your breach), we may, at our sole discretion, provide you a pro-rated refund of any prepaid fees for Services not yet rendered as of the termination date (excluding non-refundable fees such as setup fees). However, if termination by SP4RKL is due to your breach of this Agreement or any policy, you will not be entitled to any refund, and you will remain liable for any unpaid fees or damages incurred.

Effects of Termination: Upon termination of the Services for any reason, SP4RKL may permanently disable your account and delete any data associated with your account, unless otherwise required by law. You are responsible for securing and backing up your data before requesting termination or before the end of the Term. SP4RKL shall have no obligation to retain your data after termination. Any provisions of this Agreement which by their nature should survive termination (including payment obligations, disclaimers of warranty, limitations of liability, indemnification, and others) will remain in effect.

Chargebacks and Fraudulent Payment: Initiating a chargeback or payment dispute for charges deemed valid under this Agreement is considered a willful breach. As noted above, any such action may result in immediate suspension or termination of all your Services. SP4RKL also reserves the right to pursue legal action against you for fraud or breach of contract in the event of an unjustified chargeback, and you will be responsible for all costs and losses associated with such action.

(This section survives termination of the Agreement.)

Enforcement and Right to Suspend or Refuse Service

SP4RKL takes the integrity and security of its Services seriously. We may investigate any suspected violation of this Agreement, our Acceptable Use Policy, or other policies. If we become aware of possible violations or complaints (including allegations of intellectual property infringement, confidentiality breaches, or other misconduct), we reserve the right to take any action we deem appropriate to protect SP4RKL, our employees, customers, partners, and the public.

Such actions may include, without limitation, auditing your compliance, accessing or monitoring your hosted content and communications (to the extent permitted by law) on our network, and/or suspending or terminating your Services without notice if we believe you have violated this Agreement. You acknowledge that SP4RKL has the right (but not the obligation) to monitor use of the Services and to disclose any information as necessary to satisfy any law, regulation, or governmental request, or to protect SP4RKL or its customers.

Client Obligations: By using the Services, you agree to the following enforcement terms. Failure to comply with any of the following may result in immediate suspension or termination of Services, in addition to any other remedies available to SP4RKL:

Right to Refuse Service: SP4RKL may refuse service to anyone, at any time, at our sole discretion, for any reason or no reason. We are not required to explain or justify any refusal or discontinuation of service.
No Notice Suspension: SP4RKL may deny you access to the Services or any portion thereof without prior notice if we suspect that your use violates this Agreement, our AUP, or any law, or if your account fails any security or compliance audit. You acknowledge that your pre-paid status or good standing will not exempt you from suspension if we suspect wrongdoing.
Violations and Legal Action: If you or your organization (including any employees, agents, or affiliates) engages in any activity that we believe violates the letter or spirit of these Terms or our AUP, SP4RKL has the sole right to determine the appropriate response, which may include reporting to law enforcement, pursuing legal action against you at your expense, and seeking damages or injunctive relief. You will be responsible for any costs (including attorneys’ fees) incurred by SP4RKL in enforcing its rights or remedies in such cases.
Compliance with Instructions: You must comply with all SP4RKL service-related instructions, security guidelines, and invoices. Failure to promptly comply with any payment obligation or reasonable request from SP4RKL staff will result in suspension or termination of your account, entirely at your expense. You will not be entitled to any refund and you will be liable for any costs incurred by SP4RKL due to your non-compliance.
No Third-Party Notification: If SP4RKL suspends or terminates your Services, we have no obligation to notify any third parties who may be affected (for example, providers of third-party software, services, or your customers). You are solely responsible for any consequences, losses, or liabilities arising from such suspension or termination.
Public Disclosure of Breach: SP4RKL reserves the right to publicly disclose the circumstances of any material breach or misconduct by you. This may include identifying you or your organization as a party that violated our terms, if we choose to maintain a record of such incidents for reference.
Network Monitoring: You agree that SP4RKL may continuously monitor any Services provided to you, including network traffic and content, and may disclose any information as required to satisfy any law enforcement request or legal requirement. We may cooperate with authorities in investigating suspected crimes or attacks involving our Services or network.
Content Removal: SP4RKL may remove or block access to any content or materials (hosted on our network or transmitted via our Services) that we, in our sole discretion, deem to be unlawful, infringing, offensive, or otherwise in violation of this Agreement or our policies. We may do this with or without notice to you.
No Refund in Cases of Misconduct: As stated, all payments are non-refundable. In addition, SP4RKL will not refund any fees or provide any credit to you if your account is suspended or terminated due to your violationof these Terms, including (but not limited to) cases of abuse, harassment of our staff, illegal activity, spam, hacking, copyright infringement, breach of confidentiality, release of proprietary information, or any other misconduct or negligence on your part.
Chargebacks are Prohibited: You acknowledge that chargebacks are considered a form of fraud when used to circumvent our no-refund policy. Any chargeback initiated against SP4RKL for a valid charge will result in immediate suspension of Services (and likely termination of your account), as well as the enforcement of the Chargeback consequences outlined in the Payment of Fees and Termination sections above.

Consequences: Breach of any of the above provisions or other terms in this Agreement may, at SP4RKL’s discretion, result in a warning, immediate suspension, or permanent termination of your account. You will remain responsible for any outstanding obligations (including fees) even after termination. SP4RKL shall not be liable for any damages you suffer as a result of enforcement actions.

(This section survives termination of the Agreement.)

Public Nature of Internet & Data Responsibility

You understand that any data or information you transmit over the internet or through our Services may be potentially accessible by unauthorized parties, especially if you do not use available security measures. While SP4RKL employs industry-standard security (including 128-bit SSL encryption for sensitive client portal activities), it is your responsibility to use secure methods when accessing and using the Services.

Use of Encryption: We strongly encourage and expect you to use secure, encrypted connections (HTTPS/SSL, VPN, etc.) whenever you transmit confidential or sensitive information via our network or the internet. If you choose to send or receive data in an unencrypted form, or if you connect to our Services without using the provided security protocols, you do so at your own risk. SP4RKL is not liable for any interception, unauthorized access, or loss of data that occurs during transmission over networks that we do not control, including your own internet service provider’s network or other third-party networks.

No Data Liability: SP4RKL assumes no responsibility or liability for the security, privacy, or integrity of any electronic data or communication that you transmit through the Services or that you store on our systems, except to the extent explicitly stated in a separate written agreement (such as a Data Protection Addendum) or required by law. It is solely your responsibility to back up your data and to implement encryption or other security measures appropriate for your needs. Important or private information should be encrypted and securely stored by you.

In the event that any security mechanism provided by SP4RKL fails, is compromised, or is insufficient to prevent damage, you agree that the disclaimers and limitations of liability in the “No Warranty; Limitation of Liability”section of this Agreement will fully apply. There are no exceptions to SP4RKL’s disclaimers of liability for your data and actions on our network, your ISP’s network, or any intermediate networks, including (but not limited to) situations where encryption was available but not used by you.

(This section survives termination of the Agreement.)

No Warranty; Limitation of Liability

Service Provided “AS IS”: You expressly agree that use of the Services is at your sole risk. To the maximum extent permitted by law, SP4RKL provides all Services on an “as is” and “as available” basis, without any warranties of any kind, whether express, implied, statutory, or otherwise. SP4RKL disclaims all warranties and conditions, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. No advice or information (whether oral or written) obtained by you from SP4RKL or through the Services shall create any warranty not expressly stated in this Agreement.

No Guarantee of Service: SP4RKL does not guarantee that the Services will be uninterrupted, error-free, or completely secure. We do not guarantee that any information, content, or software obtained through the Services is free of viruses, malware, or other harmful components. You assume all responsibility for scanning and protecting your systems and data.

Use at Your Own Risk: Any material or data downloaded or otherwise obtained through the use of our Services is done at your own discretion and risk. You will be solely responsible for any damage to your computer system or loss of data that results from use of the Services or download of any such material.

Limitation of Liability: To the fullest extent permitted by law, under no circumstances shall SP4RKL (or its owners, directors, officers, employees, contractors, or agents) be liable to you or any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages (including without limitation damages for lost profits, lost revenue, loss of data, business interruption, or loss of business opportunity) arising out of or related to the Services or this Agreement, even if SP4RKL has been advised of the possibility of such damages. This disclaimer of liability applies to any damages or losses caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of data, unauthorized access, alteration of data, or use of any material obtained from the Services.

Cap on Direct Damages: To the extent that the foregoing limitation of liability is held to be unenforceable or does not fully protect SP4RKL, the total aggregate liability of SP4RKL to you for all claims (whether in contract, tort, negligence, strict liability or otherwise) shall not exceed the amount actually paid by you to SP4RKL for the Services in the 12 months immediately preceding the event giving rise to the claim. If you have paid $0 (no fee) for the Services, SP4RKL’s total liability shall not exceed $100.00. You agree that this limitation of liability is reasonable and reflects the allocation of risk between the parties.

Exclusive Remedy: Your sole and exclusive remedy for dissatisfaction with the Services or any aspect of this Agreement is to terminate your use of the Services. Without limiting the generality of the foregoing, you specifically agree that in the event of any problem or dissatisfaction with the Services, you will not seek injunctive or other equitable relief, or seek to enjoin or restrain the operation of any Service.

Exceptions: Some jurisdictions do not allow the exclusion of certain warranties or the limitation/exclusion of liability for certain types of damages. To the extent that any such laws apply and cannot be lawfully waived, some of the above disclaimers or limitations may not apply to you. However, in such case, the disclaimers and limitations shall apply to the greatest extent permitted by law.

(This section survives termination of the Agreement.)

Automated Credit Card Billing

(This section is provided for clarity, and is a subset of the Payment of Fees obligations.)

When you become a SP4RKL client and request any Service, you must provide a valid credit card (or other approved payment method) to keep on file. By providing payment details, you authorize SP4RKL to automatically charge your card for all fees due for the Services you request:

Initial Charges: Any one-time setup fees or the first billing period’s fees will be charged at the time of your order or Service activation.
Recurring Charges: For ongoing Services (such as subscriptions, hosting, or retainers), SP4RKL will charge your stored payment method on each invoice due date (e.g., monthly, annually, or as otherwise specified) without further action by you. This includes automatic charges for Service renewals, unless you properly terminate the Service in advance according to our Termination Policy.
Failed Charges: If a charge is declined or fails, SP4RKL may retry the charge. If the payment issue is not resolved promptly and your invoice remains unpaid past the due date, your account may be subject to suspension or termination for non-payment as described above. You are responsible for updating your payment information to avoid interruption of service.

All credit card or electronic payments will be processed securely. SP4RKL does not store full credit card details on our public servers; however, we may utilize third-party payment processors, and by providing your payment information, you consent to such processors handling your data. You agree that SP4RKL will not be held liable for any processing errors or fees, provided we acted in good faith on the billing information you provided.

(This section survives termination of the Agreement.)

Charges and Fee Changes

SP4RKL’s prices and fees are subject to change from time to time. We may increase fees or introduce new charges for new Terms or Services. If you are under a fixed-term contract, your pricing will not change during the current Term, but any renewal will be at the then-current rates. For month-to-month services, we reserve the right to change fees with at least 30 days’ notice (posted on our website or via email/portal notification). Your continued use of the Service after a fee change constitutes your agreement to the new fees. If you do not agree, your sole remedy is to terminate the Service before the new fees take effect.

Changes During Active Projects

When SP4RKL is engaged in a design, development, or similar project for you, we normally do not grant you administrative or direct access to the project environment until an official preview or the project’s completion. This policy exists to protect SP4RKL’s methodologies, trade secrets, and intellectual property during the development process.

Early Access by Client: In rare cases, if SP4RKL agrees to grant you early access to a project in progress (or if you somehow obtain access prior to our final delivery), you assume full responsibility for any changes you make and any resulting impacts on the project. The following terms will apply if early access is granted to you before the project’s official public launch or completion:

Responsibility for Changes: Any modifications, edits, or configurations made by you (or anyone acting on your behalf) after access is given are entirely at your risk. SP4RKL will not be liable for any defects, issues, or delays caused by changes that were not made by our own team. If problems arise due to your changes, you will be responsible for any additional costs required for SP4RKL to fix or complete the project.
Project Deemed Complete: If early access is granted and you proceed to make the site or application publicly accessible (a “launch”), or utilize the project in any production capacity, the project will be deemed accepted and “launch-ready.” At that point, all outstanding fees become immediately due and payable (including any remaining project balance). SP4RKL’s obligations to continue work on the project under any fixed-price agreement will cease, as the project is considered delivered in full.
Out-of-Scope Changes: Any further work or changes you request after early access and/or early launch will be treated as additional, out-of-scope work. Such work will be billed at SP4RKL’s standard hourly rates (or as a new fixed-fee proposal), at our discretion. You agree that any such changes are not included in the original project fee and will be charged separately.
No Free Work: You acknowledge that rework or modifications necessitated by your own actions or requests are not covered by any original contract or quote, and will incur additional charges. SP4RKL is not obligated to continue performing work after you have taken actions to alter the project, except on a new paid basis.

By requesting early access or making changes to an active project, you agree to the above terms. SP4RKL, in its sole discretion, may halt further work on a project once you have access, until any issues are resolved and any resulting charges are paid.

(This section survives termination of the Agreement.)

Refocus Clause (Reallocation of Service Time)

SP4RKL offers a wide range of services, and we understand that clients’ needs may evolve during the course of a project or contract. The Refocus Clause allows some flexibility in how prepaid service hours or fees can be applied, at SP4RKL’s discretion, to accommodate your changing needs:

Use of Prepaid Time for Other Services: If you have paid an invoice or retainer for a specific service or block of hours (for example, 20 hours of web design work), and later wish to redirect some or all of that time to different tasks or services that SP4RKL offers (for example, marketing or consulting), you may request to “refocus” your remaining hours to the new tasks. SP4RKL may permit such reallocation of time under a mutual agreement (which may be confirmed via email or in the project notes).
Adjustment for Original Scope: If you reallocate time to different tasks and, as a result, the original contracted tasks are not completed with the remaining time, you will be responsible for any additional time or fees required to finish the original project. SP4RKL will estimate the extra hours needed to complete the original scope and issue a new invoice for that amount. You agree to pay such invoice in order to have the originally agreed work finished.
Revised Invoicing: Upon refocusing service hours, SP4RKL will document how the time was reassigned and provide you with an updated statement or invoice reflecting the changes. Any additional charges for completing all tasks will be clearly noted. You remain obligated to pay for the total combined work (original and refocused tasks).
SP4RKL’s Discretion: The decision to allow reallocation of hours or services under this Refocus Clause is made at SP4RKL’s sole discretion. Not all services or situations will qualify. This clause is intended as a courtesy to clients to maximize the value of our services and ensure efficient use of prepaid time. Abuse of this flexibility (as determined by SP4RKL) will not be permitted.

In summary, the Refocus Clause enables you to adapt your project or service usage, provided that any changes do not shortchange SP4RKL for the work we commit to. You must compensate SP4RKL for all time and resources spent, whether on the originally contracted task or on the refocused tasks.

(This section survives termination of the Agreement.)

Confidentiality

In the course of providing Services, SP4RKL and its staff may have access to certain non-public or proprietary information that you provide (“Confidential Information”). SP4RKL agrees to treat your Confidential Information with the same degree of care and security that we use to protect our own confidential information, and in no event less than a reasonable standard of care.

Non-Disclosure: SP4RKL will not use or disclose your Confidential Information except as necessary to perform the Services or as required by law or a court order. We will not publish, share, sell, or make available any of your confidential or proprietary information to any third party without your prior written consent, except if such information is already publicly available or was rightfully obtained by us from a third party without a duty of confidentiality.

Employee and Contractor Responsibility: SP4RKL will ensure that any employees or contractors who work on your project are bound by confidentiality obligations no less strict than those in this section. We maintain internal policies to safeguard client data and trade secrets.

Return or Destruction: Upon your request or upon termination of the Services (whichever comes first), SP4RKL will return to you or destroy (at your option) all documents and materials in our possession that contain your Confidential Information, except to the extent we are required to retain copies by law or for our internal legal archival purposes. If not instructed, we will securely destroy any remaining Confidential Information within a reasonable time after termination.

Permissible Disclosure: Notwithstanding the foregoing, SP4RKL may disclose your Confidential Information to the extent required by law, regulation, or court order, provided that (if legally allowed) we give you prompt notice of the requirement so you may seek a protective order or other appropriate remedy. Additionally, SP4RKL is permitted to retain and use general knowledge, experience, and skills acquired during the performance of the Services (including what is publicly known or could reasonably be acquired in similar work performed for another client), as long as we do not use your specific Confidential Information in doing so.

You acknowledge that the restrictions in this Confidentiality section are necessary and reasonable to protect your legitimate interests. However, you also acknowledge that SP4RKL provides services to many other clients and that we may develop or be developing products, services, or concepts that are similar to or competitive with your business, as long as we do not use your Confidential Information in doing so.

(This section survives termination of the Agreement.)

Ethics and Morals

SP4RKL is committed to high ethical standards and expects the same from its clients. You agree to conduct yourself in a professional and ethical manner in all dealings with SP4RKL and in the use of our Services. This includes treating our staff and other clients with respect, and refraining from any behavior that is fraudulent, defamatory, harassing, abusive, or otherwise unethical or unlawful.

If, in SP4RKL’s judgment, you or anyone acting on your behalf engages in unethical, immoral, or abusive behavior that adversely affects SP4RKL, our reputation, our staff, or other clients, we may take action including suspension or termination of Services. Examples of prohibited conduct include (but are not limited to): using hate speech or slurs in communications, harassment or threats, attempting to defame or disparage SP4RKL or our clients, engaging in fraud or deception, or violating professional standards of conduct.

SP4RKL reserves the right to terminate this Agreement or any Service immediately if you violate this clause. You will not be entitled to any refund in such case, and you may be liable for any damages suffered by SP4RKL as a result of your actions.

(This section survives termination of the Agreement.)

Intellectual Property Rights

Your Content and License to SP4RKL: If you provide or upload any content, data, software, or materials to our systems or in connection with the Services (your “Client Content”), you grant SP4RKL a non-exclusive, worldwide, royalty-free license to use, copy, modify, transmit, display, and otherwise utilize such Client Content solely for the purpose of delivering the Services and fulfilling our obligations to you under this Agreement. This license extends to any third-party service providers we use to operate the Services. You represent and warrant that you have all necessary rights to grant this license and that our use of your Client Content as permitted will not infringe or violate any intellectual property rights or other rights of any third party.

Caching and Temporary Storage: You expressly authorize SP4RKL to make cache copies or temporarily store your Client Content as needed to facilitate the efficient provision of Services (for example, content delivery optimization). You agree that such caching or storage by SP4RKL is not an infringement of your or any third party’s intellectual property rights.

SP4RKL Materials: All software, tools, technology, templates, designs, processes, data and materials provided by SP4RKL or its suppliers for performing the Services (collectively, “SP4RKL Materials”) are the exclusive property of SP4RKL (or our licensors). This includes any and all intellectual property rights (patents, copyrights, trademarks, trade secrets, and know-how) in the SP4RKL Materials. Except for the limited use rights necessary for you to enjoy the Services during the Term, no license or ownership in SP4RKL Materials is granted to you. You may not use SP4RKL’s name, logos, trademarks, or other intellectual property unless expressly permitted in writing.

Prohibited Actions: You shall not (and shall not allow any third party to) copy, reproduce, distribute, modify, adapt, translate, create derivative works from, reverse engineer, decompile, disassemble, or attempt to discover the source code of any SP4RKL software or materials, except to the minimum extent (if any) such actions are expressly permitted by applicable law notwithstanding this prohibition. Any violation of SP4RKL’s intellectual property rights or this prohibition is a material breach of the Agreement and may subject you to legal liability for damages (including statutory damages and attorneys’ fees) and injunctive remedies.

Developments and Work Product: Unless otherwise agreed in a written and signed agreement (such as a custom development contract) that specifically overrides this clause, any deliverables, developments, or work productcreated by SP4RKL in the course of providing the Services shall be deemed SP4RKL Materials and SP4RKL retains all intellectual property rights in such work. SP4RKL may, in its discretion, grant you a limited license to use certain deliverables (such as a website or software) for your internal purposes or as intended by the Service, but such use is contingent upon full payment of all fees and will be subject to any license terms provided by SP4RKL.

(This section survives termination of the Agreement.)

Trademark Usage

You hereby grant SP4RKL a limited, non-exclusive, royalty-free right to use your name, logo, and trademarks (“Client Marks”) as necessary solely for the purpose of providing the Services to you (for example, using your site’s name in our control panels, or placing your logo on a website we host or design for you). This is not a general trademark license, and SP4RKL will not use your Client Marks for any other purpose without your consent. Specifically, SP4RKL will not use or reference your trademarks in marketing or publicity materials unless you separately agree.

No Transfer or Ownership: All goodwill arising from our permitted use of your Client Marks will inure to your benefit. We will not take any action that might harm your rights in your trademarks or impair the goodwill associated with them.

Termination of Trademark Use: Upon termination of the Services or upon your request, SP4RKL will cease any use of your Client Marks under this clause. You understand, however, that we may retain copies of materials or deliverables that contain your Client Marks for internal archival purposes or as part of work product (e.g., a website design portfolio entry) unless you expressly prohibit that in writing.

(This section survives termination of the Agreement.)

Indemnification

You agree to indemnify, defend, and hold harmless SP4RKL, its parent, affiliates, and their respective officers, directors, employees, agents, representatives, and contractors (each an “Indemnified Party”) from and against any and all claims, demands, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

Your Use of Services: Any third-party claim or liability arising from your use of the Services, including but not limited to claims that your use of the Services (or any content you transmit or publish via the Services) infringes on a third party’s rights, violates any law, or has caused harm to a third party.
Breach of Agreement: Any breach or violation of this Agreement or any policy incorporated herein by you (or by someone using your account with your permission).
Client Content and Business: Any inaccurate, incomplete, or misleading information provided by you, and any claim related to your business, products, or services (including any claims of false advertising, product liability, or privacy violations) connected with your use of SP4RKL’s Services.
Acts or Omissions: Any negligent or willful act or omission by you or your agents in connection with your use of the Services.

SP4RKL reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that event, you agree to cooperate fully with SP4RKL’s defense of such claim and you shall not settle any such matter without SP4RKL’s prior written consent. You further agree that SP4RKL may participate in the defense of any claim through counsel of its own choosing at your expense.

This indemnification obligation will survive the termination or expiration of this Agreement for any reason.

(This section survives termination of the Agreement.)

Service Interruptions and Force Majeure

While SP4RKL strives to provide reliable Services, you acknowledge and agree that temporary interruptions or delays in the Services may occur. SP4RKL shall not be liable for any delay, outage, or interruption of the Services, whether scheduled or unscheduled, except as explicitly provided in a Service Level Agreement (SLA) signed by SP4RKL (if applicable to you). We do not guarantee continuous, uninterrupted access to the Services, especially in events beyond our control.

Force Majeure: SP4RKL will not be responsible for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to circumstances beyond our reasonable control. This includes, but is not limited to, acts of God, lightning or electrical strikes, fires, floods, earthquakes, hurricanes, or other natural disasters; war, terrorism, riots, or civil disturbances; strikes or labor disputes; Internet disruptions, power failures or outages; actions or inactions of governmental authorities (including changes in law or regulations); or failures of any third-party service or network (including cloud infrastructure, telecommunications providers, or software providers).

In any such event, SP4RKL shall be excused from performance for the duration of the event and a reasonable period thereafter. We will use commercially reasonable efforts to mitigate the impact of a force majeure event and resume full performance as soon as feasible. The time for SP4RKL’s performance will be extended for a period equal to the duration of the delay. If a force majeure event continues for an extended period, SP4RKL and you will discuss in good faith an equitable solution, which may include termination of affected Services without penalty.

(This section survives termination of the Agreement.)

Changes and Addendums

SP4RKL may from time to time issue additional terms, conditions, or documents that apply to specific Services or situations (each, an “Addendum”). Any such Addendum will be posted in the Legal section of SP4RKL’s website or otherwise provided to you. Each Addendum is hereby incorporated into this Agreement by reference once it is made available to you. By continuing to use the Services after any Addendum has been issued, you acknowledge and agree to that Addendum. If you do not agree to an Addendum, your sole remedy is to cease using the affected Service and, if applicable, terminate the Service in accordance with the Termination Policy.

Additionally, SP4RKL reserves the right to modify or update this Agreement (including any policies referenced herein) at any time as described in the next section (“Modifications to Terms”).

(This section survives termination of the Agreement.)

Modifications to Terms

Right to Modify: SP4RKL may, at its sole discretion, change or update these Terms of Service and any documents incorporated by reference (such as the AUP or Privacy Policy) at any time. We may also make changes to fees, features, or conditions of the Services. Any such modifications will generally be made to maintain compliance with applicable laws, to adjust to changing business needs, or to improve clarity and service levels.

Notice of Changes: SP4RKL will endeavor to provide notice of material changes to this Agreement by posting the updated version on our website and updating the “Last Updated” date, or by other reasonable means such as email notification or a notice within the Client Center. However, it is your responsibility to check for updates periodically. We may, at our discretion, also announce significant changes via other channels.

Acceptance of Changes: Any changes to the Terms will be effective immediately upon posting (or as of the effective date stated in the notice, if provided). By continuing to use the Services after an update is posted or effective, you are agreeing to the revised Terms. If you do not agree with a change, you must stop using the Services and notify SP4RKL in writing within ten (10) days of the change, expressing your intent to terminate due to the changes. In such case, SP4RKL may (at its option) offer you a prorated refund for any remaining prepaid period for which you cannot use the Service due to the rejected terms. Otherwise, your account will be closed at the end of the current billing cycle. Your failure to terminate the Services within this period will constitute acceptance of the new Terms.

Existing Customers: SP4RKL may, in its sole discretion, decide whether and to what extent any modifications will apply to existing customers (for example, an increase in fees might only apply upon a renewal). We reserve the right to make any changes applicable to all users immediately if required for legal reasons or to protect SP4RKL’s interests, security, or customers.

(This section survives termination of the Agreement.)

Miscellaneous Provisions

Age Requirement: You represent that you are at least 13 years of age (or the minimum legal age in your jurisdiction to enter into an enforceable contract). SP4RKL does not provide Services to individuals under 13. If we discover that an underage person is using our Services, we will terminate the account immediately and delete or anonymize any personal data, in accordance with COPPA and other applicable laws.

Client Identification: You acknowledge that SP4RKL may, at its discretion, internally identify you as a client and, unless you specifically object in writing, list your name or logo in a general list of clients or portfolio (for example, on our website). We will not reveal any confidential details about the work performed without permission, except as allowed in the Confidentiality section or if such information is already public.

Required Maintenance (for Web Design/Hosting): Due to the evolving nature of cybersecurity threats, all SP4RKL website design and hosting clients are required to maintain an active maintenance plan (e.g., a Required Maintenance Agreement) with SP4RKL (or an SP4RKL-approved alternative) to ensure their websites remain secure and updated. This requirement took effect January 1, 2018, and continues to apply. If you refuse or fail to maintain an active maintenance service as required, SP4RKL reserves the right to suspend or terminate your website hosting or design support, as unmaintained services pose risks to both the client and SP4RKL’s infrastructure. We may also implement additional security measures (such as firewalls, monitoring tools, or software updates) and bill you for associated costs if necessary to protect the Services.

Project Completion and Payment: For project-based work (such as custom design or development), once a project is delivered or made publicly accessible (“launch”), you are required to pay any remaining project fees immediately(as invoiced). Any initial quotes or proposals are estimates; the final amount due will include all approved additional work or overages incurred during the project. If you fail to pay the final balance upon project completion or launch, SP4RKL may suspend or take down the delivered work and may terminate our support or any ongoing relationship. Non-payment of a final invoice is considered a material breach of this Agreement.

Client Cooperation and Communication: You agree to cooperate with SP4RKL in good faith and in a timely manner in all aspects of the Services. If you become unresponsive or fail to provide required input or communication for an ongoing project for more than 30 days, SP4RKL may suspend work on the project and consider it an inactive project. Reactivation of a stalled project will require you to pay a re-activation fee determined by SP4RKL (not less than $275 and up to $5,000, depending on the scope and duration of the lapse in communication). If you similarly fail to respond to communications regarding billing or account issues outside of a project context, SP4RKL may suspend your Services to prevent further charges or security risks. If any invoice remains unpaid more than 5 days past its due date and you have not made arrangements with us, or if you have removed or invalidated your payment method on file, SP4RKL reserves the right to terminate your Services for breach of this Agreement.

No Waiver: No failure or delay by SP4RKL in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that or any other right, power, or remedy. Similarly, SP4RKL’s decision to not enforce a specific provision in one instance does not waive our right to enforce it in the future. All waivers must be in writing to be effective.

Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it enforceable (or disregarded if modification is not possible), and the remainder of the Agreement shall continue in full force and effect. Any unenforceable provision will be interpreted to reflect the original intent of the parties to the maximum extent permissible.

Assignment: You may not assign or transfer this Agreement or any of your rights or obligations hereunder to any third party without SP4RKL’s prior written consent. Any attempted assignment in violation of this provision is null and void. SP4RKL may freely assign or transfer this Agreement (in whole or in part) to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this Agreement. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

Governing Law: This Agreement and any disputes arising out of or relating to this Agreement or the Services shall be governed by the laws of the State of Wyoming, USA, excluding its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Dispute Resolution and Arbitration: Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services that cannot be resolved through negotiation shall be resolved by final and binding arbitration on an individual basis. You and SP4RKL agree to resolve all disputes exclusively through arbitration, and not in court. The arbitration shall be administered by a reputable arbitration organization (such as the American Arbitration Association, “AAA”) in accordance with its Commercial Arbitration Rules. The arbitration will take place in Sheridan, Wyoming, or another location chosen by SP4RKL, and will be conducted in English. The arbitrator shall have no authority to consider or resolve any dispute as a class or collective action, or to join or consolidate your claim with the claims of any other person or entity.

Class Action Waiver: You expressly waive any right to participate in or benefit from any class, collective, or representative action against SP4RKL, whether in arbitration or otherwise. All claims and disputes must be pursued on an individual basis, and you may only seek relief on behalf of yourself. This class action waiver is a material and essential part of this arbitration agreement.

Exceptions: Notwithstanding the above, either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect its intellectual property or confidential information, without breaching this arbitration agreement. In addition, if you are an individual consumer, you retain the right to bring issues to the attention of governmental agencies that can, if the law allows, seek relief against us on your behalf.

Jurisdiction for Litigation: In the unlikely event that a dispute is found by a court not to be subject to the arbitration clause above, or if any provision of the arbitration clause is found unenforceable, you and SP4RKL agree that any such lawsuit shall be brought exclusively in the state or federal courts located in the State of Wyoming. You consent to the personal jurisdiction of those courts for such purposes, and you waive any objections to venue in those courts.

Jury Trial Waiver: To the extent any dispute is permitted to be litigated in court rather than through arbitration, you and SP4RKL each waive any right to a jury trial, opting instead for a trial before a judge.

Prevailing Party: In any arbitration or litigation between the parties, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the other party.

Interpretation of Terms: You agree that SP4RKL has the sole right to interpret the terms and conditions of this Agreement. Any ambiguities or errors in drafting will not be construed against SP4RKL. You waive any rule of construction that requires ambiguities in this Agreement to be interpreted against the drafter. You further agree that you will not challenge the validity or enforceability of these Terms on the basis of any typographical or formatting errors, or claim that you did not understand the Terms. In any dispute, the parties’ intentions as reflected in these Terms shall control.

Entire Agreement: This Agreement (including all documents incorporated by reference and any Service-specific addenda or contract) constitutes the entire agreement between you and SP4RKL with respect to the Services. It supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral, concerning its subject matter. In entering this Agreement, you have not relied on any statement, representation, or warranty that is not expressly set out in this document.

Relationship of Parties: The relationship between you and SP4RKL is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the authority to bind the other or incur obligations on the other’s behalf without prior written consent.

Third-Party Beneficiaries: There are no third-party beneficiaries to this Agreement, except as expressly provided (for example, the indemnified parties referenced in the Indemnification section). This Agreement is intended solely for the benefit of the parties and their permitted successors and assigns.

Headings: Section titles or headings in this Agreement are for convenience only and have no legal or contractual effect. They shall not affect the interpretation of any provision.

Electronic Signatures and Counterparts: This Agreement may be accepted electronically (for example, by clicking “I Agree” or by a digital signature process). The parties agree that electronic signatures or manifestations of assent are intended to authenticate this Agreement and have the same force and effect as manual signatures. This Agreement may be executed or accepted in counterparts, which together will constitute one instrument.

Currency: All monetary amounts on SP4RKL’s website, proposals, or invoices are stated in United States Dollars (USD) unless explicitly indicated otherwise. If we allow payment in another currency, the amount will be calculated to equal the USD price based on applicable exchange rates or market value at the time of payment.

Survival: Any provision of this Agreement that by its nature or terms should survive termination or expiration of the Agreement (including, but not limited to, provisions related to payments, refunds, liability, indemnification, confidentiality, intellectual property, termination effects, dispute resolution, and any perpetual licenses) shall survive.

Contact Information: If you have any questions about these Terms of Service or need to provide any notice under this Agreement, please contact us at the address, email, or phone number listed on the SP4RKL website’s “Contact” page or “Legal” page.

Last Updated: June 1, 2025