Terms of Service

1. Agreement and scope

These Terms of Service govern access to and use of Spark’s websites, customer workspace, digital employees, communications tools, integrations, support, and related services (collectively, the “Services”). The ordering page, applicable order form, Acceptable Use Policy, Communications Compliance Policy, Privacy Policy, Data Processing Addendum, and any service-specific terms expressly incorporated into an order are part of the agreement between Spark and the customer.

By accepting these Terms or using the Services, the person accepting represents that they have authority to bind the customer organization. If that person lacks authority, they must not accept the Terms or use the Services for the organization.

2. Accounts and customer authority

The customer must provide accurate account and business information, protect credentials, restrict access to authorized users, and promptly notify Spark of suspected unauthorized access. The customer is responsible for activity under its account and for configuring user roles appropriately.

The customer represents and warrants that it is authorized to use Spark for the identified business and for every represented seller, brand, location, campaign, communication, offer, and data source it submits or approves.

3. Services, digital employees, and customer control

Spark provides governed communications technology that can answer, qualify, follow up, book, and perform other approved business workflows. The customer determines the lawful business purpose, approved audience, offer, content, operating instructions, escalation rules, and deployment authorization for its use of the Services.

Outputs may be generated or assisted by automated systems and may be incomplete, inaccurate, or unsuitable for a particular purpose. The customer must review material configurations, approvals, and results and maintain appropriate human oversight. Spark does not guarantee that any lead, appointment, response, conversion, revenue, or other business outcome will occur.

4. Customer data, contacts, and instructions

The customer is solely responsible for the legality, accuracy, quality, provenance, and permitted use of the contacts, lists, consent, content, offers, represented-seller authority, and instructions it provides or makes available to Spark, including related consent records, suppression data, scripts, and recordings (collectively, “Customer Materials”).

The customer grants Spark and its subprocessors a limited, non-exclusive right to host, copy, transmit, transform, and otherwise process Customer Materials only as reasonably necessary to provide, secure, support, and govern the Services; comply with law; and enforce the agreement. As between the parties, the customer retains its rights in Customer Materials.

The customer must not provide sensitive or regulated information unless Spark has expressly approved that data type and the parties have completed any required contractual and technical safeguards.

5. Communications compliance

The customer is responsible for the legality of its campaigns and communications. The customer must comply with all applicable calling, messaging, email, recording, disclosure, advertising, privacy, consent, registration, caller-identification, calling-hour, frequency, suppression, and Do Not Call requirements.

Before authorizing communications, the customer must possess and retain evidence of every consent, permission, exemption, business relationship, list source, seller relationship, and other legal basis on which it relies. The customer must provide that evidence to Spark promptly upon request.

The customer must promptly honor all opt-outs and Do Not Call requests and communicate to Spark every revocation of consent, complaint, and other restriction. The customer may not obscure, delay, override, or instruct Spark to disregard a suppression or safety control.

Provider capability does not establish that a communication is lawful. Availability of a phone number, channel, model, carrier route, integration, feature, or technical setting is not legal permission, evidence of consent, or a determination that a communication complies with law.

6. Recording, monitoring, and disclosures

The customer is responsible for determining whether a call or interaction may be recorded, monitored, transcribed, summarized, or analyzed and for providing all notices and obtaining all consents required in every applicable jurisdiction. The customer must configure recording controls consistently with those requirements and must not enable recording where it lacks authority.

7. Acceptable use and prohibited activity

The customer must comply with Spark’s Acceptable Use Policy and Communications Compliance Policy. The customer may not use the Services for unlawful, deceptive, fraudulent, abusive, discriminatory, harassing, threatening, privacy-invasive, unsafe, or unauthorized activity; to impersonate another person or business without authority; to conceal caller identity unlawfully; to distribute prohibited content; or to evade consent, suppression, platform, or safety controls.

The customer may not probe, disrupt, reverse engineer, resell except as expressly authorized, introduce malicious code, access another tenant’s information, or use the Services to develop or benchmark a competing system except where such a restriction is prohibited by law.

8. Spark safeguards and suspension

Spark may investigate, block, pause, rate-limit, reject, quarantine, or suspend any configuration, contact, communication, campaign, integration, user, or account that Spark reasonably believes may be unsafe, unauthorized, unlawful, abusive, deceptive, harmful, or inconsistent with the agreement or Spark’s policies.

Customer acceptance does not disable Spark’s DNC suppression, opt-out handling, calling-hour rules, recording controls, authorization controls, campaign caps, readiness gates, credential controls, or deployment governance. The customer has no right to override these safeguards.

Spark may take immediate action without advance notice when reasonably necessary to protect people, customers, providers, networks, or Spark; preserve evidence; respond to a legal or provider request; or prevent suspected harm. When appropriate, Spark will provide a customer-safe explanation and a path to request review.

9. Third-party services and providers

The Services may interoperate with communications carriers, payment processors, hosting providers, model providers, CRMs, calendars, email services, and other third-party products. Third-party services are governed by their own terms and may change, suspend, or fail independently of Spark. The customer authorizes Spark to exchange the minimum information reasonably necessary to provide requested integrations.

Spark is not responsible for third-party services outside its control, but this provision does not limit obligations Spark expressly accepts in the Data Processing Addendum or applicable law.

10. Privacy, security, and data processing

Spark will process personal information as described in its Privacy Policy and, where applicable, the Data Processing Addendum. Each party will maintain reasonable administrative, technical, and organizational safeguards appropriate to the information it controls.

The customer is responsible for lawful collection and disclosure of Customer Materials, responding to individuals whose information it controls, and providing instructions that allow Spark to assist with applicable privacy requests. The customer must not use the Services to circumvent a privacy request or retention restriction.

11. Confidentiality

Each party may receive nonpublic information that is identified as confidential or that reasonably should be understood to be confidential. The receiving party will use such information only to perform or receive the Services, protect it using reasonable care, and disclose it only to personnel and providers who need it and are bound by confidentiality obligations.

Confidentiality obligations do not apply to information that the receiving party can document was lawfully known without restriction, independently developed, rightfully received from another source, or made public without breach. Legally compelled disclosure is permitted after notice when legally allowed and reasonable cooperation at the disclosing party’s expense.

12. Intellectual property and feedback

Spark and its licensors retain all rights in the Services, software, workflows, interfaces, models, documentation, and improvements, excluding Customer Materials. No rights are granted except the limited right to use the Services during the applicable subscription.

If the customer voluntarily provides feedback, Spark may use it without restriction or payment, provided Spark does not identify the customer publicly without permission.

13. Fees, taxes, and billing

The customer will pay the subscription, usage, implementation, and other charges shown at checkout or in an order. Unless an order states otherwise, fees are in U.S. dollars, payment obligations are non-cancelable for the applicable billing period, and amounts paid are non-refundable except where required by law or expressly stated in the agreement.

The customer is responsible for applicable taxes other than taxes based on Spark’s net income. Spark may suspend paid features for overdue amounts after any notice required by the agreement or law. Usage estimates and projections are informational; canonical billing records control.

14. Term, cancellation, and termination

The agreement begins when the customer accepts it and continues until all subscriptions and order forms end. Subscription renewal and cancellation terms are those shown at checkout or in the applicable order.

Either party may terminate for an uncured material breach after reasonable written notice, except that immediate suspension or termination may occur for unlawful activity, material security risk, fraud, nonpayment where permitted, or conduct likely to cause significant harm. Upon termination, access ends and each party must handle retained information according to the Privacy Policy, Data Processing Addendum, legal obligations, and documented retention controls.

15. Warranties and disclaimers

Each party represents that it has authority to enter into the agreement. Spark warrants that it will provide the Services in a professional and workmanlike manner.

Counsel approval required for the operative disclaimer and all jurisdiction-specific exceptions.

Except for express warranties in the agreement and to the maximum extent permitted by law, the Services are provided “as is” and “as available.” Spark disclaims implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade. Spark does not warrant uninterrupted or error-free operation, legal compliance of customer instructions, or particular communications or business outcomes.

16. Customer indemnification

Communications counsel must approve this indemnity, its procedures, exclusions, and interaction with liability limitations before publication.

The customer will indemnify, defend, and hold harmless Spark, its affiliates, and their personnel from third-party claims, investigations, penalties, losses, damages, judgments, settlements, and reasonable legal fees arising from or relating to: Customer Materials; contacts, lists, consent, content, offers, or instructions supplied by the customer; the customer’s campaigns or communications; failure to possess represented-seller authority; breach of the agreement; violation of law or third-party rights; or misuse of the Services.

Spark must provide reasonably prompt notice, permit the customer to control the defense with qualified counsel, and provide reasonable cooperation at the customer’s expense. The customer may not settle a claim in a way that admits fault by Spark, imposes obligations on Spark, or fails to release Spark without Spark’s written consent.

17. Limitation of liability

Counsel must finalize the cap, exclusions, carve-outs, and enforceability for the selected governing law before publication.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenues, goodwill, or data, even if advised of the possibility. Except for obligations that counsel determines must be excluded from the cap, each party’s aggregate liability arising from the Services will not exceed the fees paid or payable by the customer for the affected Services during the twelve months before the event giving rise to liability.

18. Changes to governing terms

Spark may update the agreement to reflect legal, security, provider, or product changes. Spark will identify the effective version and provide notice appropriate to the materiality of the change. If Spark materially changes the governing terms, the customer will be required to accept the new version before completing a new checkout or first activation under that version. Historical acceptance evidence will be retained as permitted by law.

19. Governing law and disputes

Counsel must insert and approve Spark’s legal entity, notice address, governing law, venue, dispute-escalation process, and any arbitration, jury-trial waiver, or class-action waiver. No such provision is operative in this review draft.

20. General terms

The customer may not assign the agreement without Spark’s written consent, except in connection with a merger or sale of substantially all assets where the successor is not a competitor and assumes the agreement. Spark may assign the agreement in connection with a corporate reorganization, merger, acquisition, or sale of assets.

The parties are independent contractors. The agreement does not create an agency, partnership, fiduciary, franchise, or employment relationship. Neither party is liable for delay caused by events beyond its reasonable control, excluding payment obligations. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will continue. Failure to enforce a provision is not a waiver.

The agreement and incorporated documents are the complete agreement about the Services and supersede prior discussions on that subject. Conflicting order terms are rejected unless expressly signed by authorized representatives of both parties.

21. Notices, support, and No legal advice

Customers may contact support@sparksalesai.com for support, legal notices, or questions about these Terms. Formal notice details must be completed by counsel before publication.

Spark provides governed communications technology and operational controls. Spark does not provide legal advice. Customers should consult qualified communications, privacy, employment, and other counsel regarding their specific activities.