Terms of Service
Last updated June 10, 2019
The following terms and conditions (this “Agreement”) govern Customer acquisition and use of Sparkcentral’s services, including without limitation, access to Sparkcentral’s platform that facilitates the communication between businesses and their customers through a variety of messaging channels, as more particularly described on the Sparkcentral website (the “Sparkcentral Platform”). The “Services” include access to the Sparkcentral Platform, Sparkcentral SDK (defined below), Sparkcentral API, and any other software, data, information or documentation, in each case, which is purchased by Customer and provided by Sparkcentral to Customer pursuant to and Order Form that incorporates the terms of this Agreement. If and to the extent that Customer registers for a free trial for Sparkcentral’s services, this Agreement will also govern that free trial. This Agreement includes and incorporates the provisions of any Subscription Order Forms executed by the parties (the “Order Form”). Any capitalized term used but not defined in this Agreement shall have the meaning assigned to it in the Subscription Order Form.
If Customer is entering into this Agreement on behalf of a Company or other legal entity, Customer represents that it has the authority to bind such entity and its affiliates to these terms and conditions, in which case the term “Customer” shall refer to such entity and its affiliates. If Customer does not have such authority, or if Customer does not agree with these terms and conditions, Customer must not accept this Agreement and may not use the Services.
Sparkcentral reserves the right to update and change the Agreement from time to time without notice; provided, however, that Sparkcentral will endeavor to provide Customer with prior notice of any material changes. Any new features that change the current Services, including the release of new tools and resources, shall be subject to this Agreement. Continued use of the Services after any such changes shall constitute Customer’s consent to such changes.
1.SERVICES AND SUPPORT
1.1. Provision of Services. Subject to the terms and conditions of this Agreement and the applicable Order Form, Sparkcentral will use reasonable efforts to provide Customer the Services and hereby grants Customer a non-exclusive and limited-term license, under Sparkcentral’s applicable intellectual property rights and licenses, to access and use the Services during the Term solely for the purposes described on the Order Form, except for (i) planned downtime (of which Sparkcentral will give at least 8 hours electronic notice and which Sparkcentral will schedule to the extent practicable during the weekend hours between 6:00 p.m. Friday and 3:00 a.m. Monday Pacific time), and (ii) any unavailability caused by circumstances beyond Sparkcentral’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Sparkcentral’s employees), Internet service provider failure or delay, or denial of service attack.
1.2. Support Services. Subject to the terms hereof, Sparkcentral will use reasonable efforts to provide Customer with either Gold Support or Platinum Support services specified on the Order Form and described on Exhibit A of this Agreement.
1.3. License Grant to Software Development Kit. If Customer has purchased access to the Sparkcentral SDK (defined below) pursuant to an Order Form this Section 1.3 applies. Subject to Customer’s compliance with the terms and conditions of this Agreement, Sparkcentral grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Term of the applicable Order Form to:
- download, install, and use the software development kit made available by Sparkcentral to Customer (“Sparkcentral SDK”) in object code form only, solely to develop functionality within Customer’s mobile applications or websites (“Customer Applications”) to facilitate communication between Customer and Customer’s end users through the Sparkcentral Platform in accordance with the terms of this Agreement and any other policies or guidelines published by Sparkcentral from time to time;
- distribute or otherwise make available the redistributable components of the Sparkcentral SDK to Customer’s end users solely in object code form as embedded within the Customer Application in accordance with the terms of this Agreement and any other policies or guidelines published by Sparkcentral from time to time.
1.4. License to Sparkcentral API. If Customer has purchased access to the Sparkcentral API (defined below) pursuant to an Order Form this Section 1.4 applies. Subject to Customer’s compliance with the terms and conditions of this Agreement, Sparkcentral grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Term of the applicable Order Form to use any application programming interface information or instructions provided by Sparkcentral to Customer (“Sparkcentral API”) solely (i) to enable the Customer Application to interoperate with the Sparkcentral Platform, or (ii) for developing or enabling Customer Applications that will only be used by Customer to interoperate with the Sparkcentral Platform in accordance with the terms of this Agreement and any other policies and guidelines published by Sparkcentral from time to time.
1.5. End-User License Agreement for Customer Applications. If Customer has purchased access to the Sparkcentral API or the Sparkcentral SDK, this Section 1.5 applies. Customer will enter into an end-user license agreement (“EULA”) with Customer’s end users as a condition of such end user’s use of any Customer Applications. Customer will ensure that the EULA contains terms that are no less protective of Sparkcentral and the Sparkcentral SDK, Sparkcentral API, and Sparkcentral Platform (as applicable) as the terms of this Agreement.