TERMS AND CONDITIONS OF USE

1. Acceptance of Terms. This website, sparkroom.com (hereinafter referred to as this “Site”), is operated by Sparkroom Inc. (hereinafter referred to as “Sparkroom”, “we” or “us”). Your use of this Site is governed by these Terms and Conditions of Use (hereinafter referred to as “Terms”). By accessing this Site, you agree to be bound by the Terms. PLEASE READ THESE TERMS CAREFULLY. THESE TERMS MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS SITE. IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE THIS SITE.

2. Copyright and Trademark Information. This Site, and all the information that it contains, are the property of Sparkroom, its affiliates and/or licensors, and are protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. The absence of a product or service name or logo from this list does not constitute a waiver of Sparkroom’s trademark or other intellectual property rights concerning that name or logo. All other product names are trademarks or registered trademarks of their respective owners. Copyright © 2007-2008 Sparkroom Inc. All Rights Reserved.

3. Use of Website Content. Users have a personal, non-transferable, non-exclusive right to access and use the Content of this Site subject to these Terms. All rights not expressly granted herein are reserved to Sparkroom and its licensors. The term “Content” means all information, text, images, data, links, software, or other material accessible through this Site, whether created by us or provided by another person for display on this Site.

The Content may contain typographical errors, other inadvertent errors or inaccuracies. We reserve the right to make changes to document names and content, descriptions or specifications of products or services, or other information without obligation to issue any notice of such changes.

You may view, copy, download, and print Content that is available on this Site, subject to the following conditions:

a. The Content may be used solely for internal informational purposes. No part of this Site or its Content may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose.
b. The Content may not be modified.
c. Copyright, trademark, and other proprietary notices may not be removed.

Nothing contained on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this Site or any Content displayed on this Site, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with our prior written permission or the permission of such third party that may own the trademark or copyright of material displayed on this Site.

Any use of the Content not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. If you violate any of these Terms, your permission to use the Content automatically terminates and you must immediately destroy any copies you have made of any portion of the Content.

4. Indemnification. By using this Site, you agree to indemnify, hold harmless and defend Sparkroom, its officers, directors, employees, agents, licensors, and suppliers, from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys’ fees, resulting directly or indirectly from a claim by a third party that arises in connection with your use of this Site.

5. Limitation and Disclaiming of Liability. Under no circumstances will we be liable for any loss or damage caused by your reliance on information in any Content on this Site. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other Content available through this Site. You are responsible for seeking the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other Content.

ALL CONTENT PROVIDED ON THIS SITE IS PROVIDED “AS IS.” SPECIFICALLY, BUT WITHOUT LIMITATION, SPARKROOM DOES NOT WARRANT THAT: (i) THE INFORMATION ON THIS SITE, WHETHER CONTRIBUTED BY SPARKROOM OR A THIRD PARTY, IS CORRECT, ACCURATE, RELIABLE OR COMPLETE; (ii) THE FUNCTIONS CONTAINED ON THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THIS SITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

UNDER NO CIRCUMSTANCES SHALL SPARKROOM BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, MULTIPLE OR OTHER INDIRECT DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THIS SITE OR THE CONTENT CONTAINED ON THIS SITE, EVEN IF SPARKROOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SPARKROOM’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THIS SITE, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED US$100.

6. Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

7. Jurisdictional Issues. We make no representation that Content on this Site is appropriate or available for use outside the United States. Those who choose to access this Site from outside the United States do so on their own initiative and at their own risk and are responsible for compliance with applicable local laws.

8. Links to Third-Party Web Sites. This Site may contain links to non-Sparkroom web sites. These links are provided to you as a convenience, and Sparkroom is not responsible for the content of any linked web site. Any non-Sparkroom web site accessed from this Site is independent from Sparkroom, and Sparkroom has no control over the content of that web site. In addition, a link to any non-Sparkroom web site does not imply that Sparkroom endorses or accepts any responsibility for the content or use of such web site.

9. Prohibited Conduct. By accessing this Site, you agree to abide by the following standards of conduct. You agree that you will not, and will not authorize or facilitate any attempt by another person to use this Site to:

a. Transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by Sparkroom.
b. Use a name or language that Sparkroom, in its sole discretion, deems offensive.
c. Post defamatory statements.
d. Post hateful or racially or ethnically objectionable Content.
e. Post Content which infringes another’s copyright, trademark or trade secret.
f. Post unsolicited advertising or unlawfully promote products or services.
g. Harass, threaten or intentionally embarrass or cause distress to another person or entity.
h. Impersonate another person.
i. Promote, solicit, or participate in any multi-level marketing or pyramid schemes.
j. Exploit children under 18 years of age.
k. Engage in disruptive activity such as sending multiple messages in an effort to monopolize the forum.
l. Introduce viruses, worms, Trojan horses and/or harmful code to the website.
m. Obtain unauthorized access to any computer system through the website.
n. Invade the privacy of any person, including but not limited to posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age).
o. Solicit personal information from children under 13 years of age.
p. Violate any federal, state, local, or international law or regulation.
q. Encourage conduct that would constitute a criminal or civil offense.

10. Copyright Infringement; Notice and Take Down Procedures. If you believe that any materials on this Site infringe your copyright, you may request that they be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information: (1) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (2) identification of the material that you believe to be infringing and its location, including a description of the material, its website location or other pertinent information that will help us to locate the material; (3) your name, address, telephone number, and email address; (4) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law; (5) a statement that the information in your claim is accurate; and (6) a statement that “under penalty of perjury,” you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf. Our agent for copyright issues relating to this Site is: Copyright Agent, 661 Yonge Street, Suite 500, Toronto, Ontario M4Y 1Z9, copyrightagent@sparkroom.com.

11. No Implied Endorsements. In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by Sparkroom of that third party or of any product or service provided by a third party.

12. Open Positions on Career Pages. Sparkroom may list open employment positions on this web site. Any such postings are for informational purposes only and are subject to change without notice. You should not construe any information on this web site or made available through this web site as an offer for employment. Nor should you construe anything on this web site as a promotion or solicitation for employment not authorized by the laws and regulations of your locale.

13. Miscellaneous.

a. If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
b. Sparkroom and you agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.
c. No agency, partnership, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind Sparkroom in any respect whatsoever.
d. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its costs and attorneys’ fees.
e. The Agreement shall be governed by the laws of the State of New York, USA without regard to its choice or law or conflict of laws provisions. All legal actions in connection with the Agreement shall be brought in the state or federal courts located in New York, New York.

14. For Additional Information.

If you have any questions about these Terms, please contact .