Last updated November 14, 2013
1.1 “Spark” means the entity Spark Labs, Inc.
1.2 “Services” means the any and all services and hosted software applications provided by Spark, including but not limited to, the Spark API, the Spark Cloud, Spark’s web IDE, Spark’s Project Share Website, Spark’s website and any other software services offered by Spark.
1.3 “You” means yourself and any entities you represent.
1.4 “Products” means the physical products produced and sold by Spark including, for example, the Spark Core, all Shields and accessories, and any kits such as the Maker Kit.
1.5 “Third Party Products” – includes but is not limited to applications, websites, APIs, software, or hardware, produced by anyone other than Spark, that interact with, use or connect to any Spark Products or Services.
1.6 “Website(s)” means any web domains owned, operated, branded or co-branded by Spark Labs, Inc.
1.7 Specific terms may reference “Project Share Website” which means website(s) owned by Spark Labs, Inc. that allows users to share information and details of their own projects and/or products. Information may include code, design specifications, photographs, and/or personal details. The Project Share Website is also included as part of “Services”.
1.8 “APIs” means any API (Application Programming Interface) owned and operated by Spark, including the REST (Representational State Transfer) API (for communicating with servers, software developers, web applications, and mobile applications) and the CoAP API (for communicating with embedded systems such as the Spark Core).
2.1 This legal agreement between you and Spark (“Terms”) applies to You and your use of any and all Spark Products, Services and Websites.
2.4 Spark reserves the right to make updates, changes or improvements to Services or payment structure from time to time with or without notice. We will endeavor to make You aware of said changes prior to installation if we deem them significant but make no promises.
3.1 In order to access certain Services, You must create an account with Spark with a valid email address and password.
3.1.1 By creating an account, You are confirming that any and all information You provide upon registration is accurate and complete. You are also certifying that you are (1) over the age of 13 and (2) allowed to legally use these services in the US and other countries¬ and are not barred from doing so by any legal entities.
3.1.2 Only one account may be created per unique email address.
3.1.3 You are responsible for the confidentiality of Your login information and are fully responsible for the activities of Your account.
3.1.4 You agree to notify Spark immediately if You have reason to believe Your account has been compromised or You suspect unauthorized use of Your account. Spark cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
3.2 When you set up an account, you are agreeing to all Terms & Conditions outlined in this agreement, including but not limited to You bearing the sole responsibility for any and all activities, communications or behaviors that occur under your account or with any Products and Services connected to Your account.
3.3 By creating an account, You grant Spark the ability to interact with any and all Products, hardware and Services connected to Your account. Interactions may include reading data from sensors, controlling physical actuators, and otherwise interfacing with the physical world. Once You have set up this account, Spark will continue to have access to Products, hardware and Services connected to Your account until you specifically revoke access by altering your settings or closing Your account.
3.4 Spark reserves the right to revoke Your access to Your account if it believes You are engaged in (1) activities that violate this agreement, (2) unauthorized or suspected illegal activities.
3.5 After account has been initially set-up, this agreement will be binding on any active any active users of Product or Services. You, the account creator, will continue to be responsible for all Products and devices connected to his or her account. If Account Creator allows others to use Products or Services connected or associated with the Account, it becomes the Account Creator’s responsibility; All terms apply to any user.
3.6 You and any legal entity connected to the account remain responsible for informing any person and/or entity to whom You provide access to Products or Services connected to Your account of their own use responsibilities and these terms which they accept by using any Products or Services. You agree to indemnify Spark for any damages that may arise if accounts, Products or Services are shared with others.
4.1 By using any and all Spark Products and Services, You agree to abide by all applicable local, state, national, foreign and international laws and regulations and you agree that You will be solely responsible for all acts or omissions that occur under Your account or password, including the content of Your transmissions through the Service.
4.2 You further agree to not use Products or Services to: (a) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Products or Services; (b) engage in, our enable others to engage in, illegal activities; (c) access or attempt to access the accounts, materials, information, computer systems, networks or devices owned or created by Spark or otherwise , through password mining or any other means; (d) violate, tamper with, or circumvent the encryption codes or technological protection measures of the Services; (e) solicit personal information from anyone under the age of 18.
4.3 You acknowledge and agree that You are solely responsible for compliance with all legal, regulatory and safety-related requirements concerning Your products and projects, and any use of Spark Products or Services in its applications. By creating products and projects using Spark Products and Services, You represent and agree that you have all the necessary expertise to: (1) create and implement safeguards which anticipate dangerous consequences of failures; (2) monitor failures and their consequences; (3) lessen the likelihood of failures that might cause harm; and (4) take appropriate remedial actions. Products and Services are not recommended, authorized or warranted for use in military, air craft, space, life saving, or life sustaining applications. You will fully indemnify Spark and its representatives against any damages and/or losses arising out of the use of any Spark components in safety- or security-critical applications.
4.4 Spark may provide an opportunity to interact with, interface with, and use Third Party Products.
These Third-Party Products are not Spark Products and Services and you agree that Spark is not responsible for damages or loss that may be caused by them.
4.4.2 Once you have granted authorization to a Third Party, it will continue to be able to send and receive messages to designated products (Spark Products or otherwise), share data with Spark, access parts of Your Account and interact with Spark in ways you have granted permission until you specifically revoke access by altering your settings.
4.4.3 You release Spark for any future claims, liabilities or damages arising from (1) the behavior or actions of Third Party Products or their owners, or (2) resulting from Your use of the APIs or Third-Party Products that access data via the APIs.
4.5 You may at points use Services, including the REST API (Application Program Interface) and CoAP API, to control, access or provision access to Your account and products (Spark products or otherwise) connected to Your account.
4.5.1 The terms of this agreement also cover the use of the APIs through a Third-Party Product that accesses Spark.
4.5.2 Abuse or excessively frequent requests to any Spark API may result in the temporary or permanent suspension of Your account's access to the API and other Services. Spark, at its sole discretion, will determine abuse or excessive usage.
4.5.3 Spark reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part of Services thereof) with or without notice.
4.6 If You choose to update firmware on Products with code not provided by Spark, the code and results are Your responsibility.
5.1 By submitting any content to the Project Share Website or other public sites governed by Spark, You hereby grant, and You represent and warrant that You have the right to grant, to Spark and its affiliates and partners, an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use Your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including Your User Content in the Site and Services and for any Spark PR and marketing efforts. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to Your User Content.
5.2 When you submit content to the Project Share Website you acknowledge that this site is public and that you understand any and all implications of posting to a public forum or site.
5.3 You acknowledge that there may be unintentional overlap between Your ideas and the current product development of Spark and Spark’s partners and affiliates. If Spark, or Spark’s partners and affiliates, introduces a Product or Service similar to an idea submitted on the Project Share Website or any Spark Website, You understand and acknowledge that any coincidence is unintentional and release Spark against any claims of infringement.
5.4 Spark maintains the right to delete content from the Project Share Website it deems inappropriate. Spark makes no promises that Your content will never be deleted or removed in the future in events of disruption or discontinuation of the site, so be sure to make plans for a back-up.
5.5 When you upload User Content to the Site or Services, You will be asked to select a secondary copyright license, which is additional to the license you grant to Spark and its affiliates and partners. You will then be asked to choose a secondary license that will govern how other site or service users may use your User Content.
6.1 Purchases made from Spark’s online store (“Store”) are intended for end-users only and are not for commercial resale. If you’re interested in reselling Spark Products, please contact Spark at email@example.com to receive details and authorized approval.
7.1 Spark does NOT warrant that (i) Services and Products will meet your specific requirements, (ii) Services and Products will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of Services and Products will be accurate or reliable, (iv) the quality of any Services, Products, information, or other material purchased or obtained by you through will meet your expectations, and (v) any errors in the Service will be corrected.
7.2 Services are subject to sporadic interruptions and failures for a variety of reasons beyond Spark’s control, including, but not limited to, Wi-Fi intermittency, service provider uptime, mobile notifications and carriers, among others. You acknowledge these limitations and agree that Spark is not responsible for any damages allegedly caused by the failure or delay of the Services.
7.3 You acknowledge that Spark uses third party service providers to enable aspects of the Services and Products – such as, for example, but not limited to, data storage, synchronization, and communication through third-party servers, and mobile device notifications through mobile operating system vendors and mobile carriers.
8.1 You expressly understand and agree that Spark shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Spark has been advised of the possibility of such damages) resulting from: (i) the cost of procurement for substitute products or services; (ii) the interruption of use or loss or corruption of data; (iii) actions or choices by any third parties using Services or Products; (iv) the interruption of access to or inability to access Services; (vi) Access, authorized or unauthorized, to Your data, or Your devices (Spark Products or otherwise) making use of Services (v) Your use of the Services (including the APIs or Third-Party Products that access data via the APIs) or Products.
8.2 Force Majeure: No party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations.
9.1 You agree to indemnify, defend and hold Spark, our affiliates and licensors, each of our and their business partners (including third party sellers on websites operated by or on behalf of us) and each of our and their respective employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys fees), arising out of or relating to Your use of Products or Services; this includes your use of Products or Services in a project, product, device or any other item that you sell, pass or give to another person.
10.1 This agreement shall be governed by the laws of the State of Delaware, USA.
10.2 All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Delaware or another location mutually agreeable by the parties.
10.3 If Spark does not immediately enforce any aspect of these provisions it does not mean that Spark approves of, allows, or will not enforce said provisions in the future.
10.4 Spark reserves the right to modify this Agreement, including policy or rule changes at any time. Spark reserves the right to make changes and/or update these terms of service from time to time by posting them on the Spark website. Continued use of our services will imply acceptance of these updated terms.
10.5 The section headers in this agreement are for structure only.
10.6 Questions about these Terms and Conditions can be directed toward firstname.lastname@example.org