SPARKWORDS TERMS OF SERVICE

SparkWords, Inc. (“SparkWords”, “us”, or “we”) provides in connection with the SparkWords website, located at www.sparkwords.com, and all subdirectories or subextensions thereof (collectively, the “Website”), services that allow users to rate, debate, join, or follow debates across the Web (the “SparkWords Services”). The services offered by us include the SparkWords Services, the Website, and any other features, content, or, applications offered from time to time by us in connection with the SparkWords Services and Website (collectively, the “Services”).

These SparkWords Terms of Service (“Agreement”), along with SparkWords' Privacy Policy, located at http://sparkwords.com/privacy (“Privacy Policy”), set forth the legally binding terms for your use of the Services. By accessing and using the Services in any manner, including without limitation through the Website, you agree to comply with and be bound by this Agreement and the Privacy Policy, whether you are a “Visitor” (which means you are simply browsing the Website) or you are a “SparkWords Member” (which means that you have registered with us). The term “User“ refers to a Visitor or a SparkWords Member.

SparkWords reserves the right to modify or replace any of the terms of this Agreement, or to change, suspend, discontinue or limit access to the Services or any part of the Services, at any time, for any reason. If we make material changes to the Agreement, we will notify you of the changes by posting them on our website at http://sparkwords.com/terms or by sending an email to the email address we have on file for you. You agree that such amended Agreement will be effective after we post or send you email notification of such changes, and your continued access to the Website or use of the Services after that time shall constitute your acceptance of the amended Agreement.

In order to participate in our SparkWords Services, you have to set up a SparkWords Services profile (“SparkWords Profile”), and you may be required to download content and/or agree to additional terms of service. Some additional features and services may be governed by additional terms, which are hereby incorporated into this Agreement by reference.

1. SPARKWORDS ACCOUNT

1.1 Eligibility. By using the Services, you represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are thirteen (13) years of age or older; and (d) your use of the Services does not violate any applicable law or regulation. Your SparkWords Profile may be deleted without warning if we have reason to believe that you do not meet eligibility requirements.

1.2 Password. When you sign up to become a SparkWords Member, you will also be asked to choose a username and password for your SparkWords Profile. You are entirely responsible for maintaining the confidentiality of your password and all use of your SparkWords Profile. You agree not to use the SparkWords Profile, username, or password of another SparkWords Member at any time. You agree to notify us immediately if you suspect any unauthorized use of your SparkWords Profile or access to your password.

1.3 Fees. You acknowledge that we reserve the right to charge for the Services and to change the fees from time to time in our discretion, upon notice to you at the then-current email address stored in your SparkWords Profile. Currently, we do not charge any fees. Upon using the Services, you will be responsible for the payment of any applicable fees, and shall pay such fees to us.

1.4 Restrictions. Multiple SparkWords accounts held by the same individual are subject to termination unless expressly authorized in advance and in writing by SparkWords.

1.5 Term. This Agreement shall remain in full force and effect while you use the Services or are a SparkWords Member. You may end your SparkWords Membership at any time, for any reason, by sending an email requesting termination to SparkWords at members@sparkwords.com. We may terminate your membership for any reason, effective upon sending notice to you at the then-current email address in your SparkWords Profile.

1.6 Effects of Termination. You understand that termination of this Agreement and your SparkWords Profile may involve deletion of your SparkWords Profile information from our live databases. We will not have any liability whatsoever to you for any termination of your SparkWords Profile or related deletion of your information. Finally, when an account is terminated, we reserve the right to re-issue the username you had selected (for the now deleted account).

2. WEBSITE.

The Website is made available to you for your personal, non-commercial use only. You may not copy, modify, reproduce, transmit, publicly display, publicly perform, adapt, edit, distribute, publish, license, rent, create derivative works from, sell or otherwise exploit any content, information or software associated with the Services, without first obtaining written permission from SparkWords by contacting us at the following email address: privacy@sparkwords.com. Furthermore, you may not use the Website in any manner that could damage, disable, overburden, or impair the Services (e.g., you may not use the Website in an automated manner), nor may you use the Website in any manner that could interfere with any other party's use and enjoyment of the Services. You may not use any third party toolbars, software, or scripts to access the Website or the Website's underlying technology or software.

3. INTELLECTUAL PROPERTY.

3.1 Ownership. You acknowledge that SparkWords owns all right, title and interest in and to the Services, including without limitation, the Website and all underlying software and technology, including without limitation all related Intellectual Property Rights. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. For purposes of this Agreement, the term “Content” includes, without limitation, any videos, audio clips, text, information, data, photos, software, scripts, graphics, User Content (as defined below), other materials and interactive features generated, provided or otherwise made accessible by SparkWords or its partners on or through the Services.

3.2 Content. We do not claim ownership in any “User Content“ (which means any and all postings, emails, messages, recommendations, comments, text, files, images, photos, video, sounds, works of authorship, feedback, bug reports, or other materials) that you post on, deliver to, or otherwise make available to the Services, but to be able to legally provide you with and promote the Services, we have to have certain rights to use such User Content in connection with the Services, as set forth below. In return, we also grant you certain use rights to the Content that we (or our licensors) own and use to provide the Services to you and other Users, as set forth below.

3.3 Your Content. By posting any User Content on the Services, you hereby grant to us a worldwide, unrestricted, irrevocable, perpetual, non-exclusive, transferable, fully-paid and royalty-free, license (with the right to sublicense through unlimited levels of sublicensees) to use, modify, copy, perform, display, create derivative works of, distribute, and otherwise fully exploit such User Content in connection with the Services, in any and all media, format, or distribution method (now known or later developed) throughout the world. You understand that SparkWords shall have the right to reformat, excerpt, or translate any materials, User Content, or information submitted by you. Additionally, by posting any User Content on the Services and making your User Content available to others (“Third Parties”), you hereby grant to all Third Parties an unrestricted, irrevocable, perpetual, non-exclusive, fully-paid and royalty-free, license (with the right to sublicense through unlimited levels of sublicensees) to use, modify, prepare derivative works of, perform, copy, display, and distribute such User Content in any and all media (now known or later developed) throughout the world as permitted by the functionality of the Services and under this Agreement. No compensation will be paid with respect to the User Content that you submit, upload, post, transmit or otherwise make available through the Services. You should only upload User Content to the Services that you are comfortable sharing with others under the terms of service set forth herein. Other users of the Service will be able to view any User Content you post to the Services, subject to your limited ability to prevent access to your User Content by changing your account preferences and settings.

You acknowledge that all information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such Content originated and that SparkWords will not be liable for any errors or omissions in any such Content; and that SparkWords cannot guarantee the identity of any other users with whom you may interact in the course of using the Services. SparkWords does not endorse and has no control over any User Content, and SparkWords cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

3.4 Restrictions. Except for your User Content, Content that is in the public domain, or Content for which you have been given written permission, or as expressly permitted under this Agreement, you agree not to (i) modify, publish, transmit, distribute, perform, sell, or create derivative works based on the Content and Services; and (ii) rent, lease, loan, or sell access to the Services; (iii) decipher, decompile, disassemble, reverse engineer, otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (except to the limited extent applicable laws specifically prohibit such restriction) or copy any Content (other than the User Content you provide) or the Services for which the source code is not provided to you. You also agree to not remove, obscure, or alter SparkWords' copyright notice, trademarks, or other proprietary rights notices. You will not: (i) cover or obscure the banner advertisements on your SparkWords Profile page, or any SparkWords page via HTML/CSS, scripting, or any other means, if any or (ii) interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services. You shall abide by all applicable local, state, national and international laws and regulations in your use of the Services.

3.5 Objectionable Content. SparkWords has the right, but not the obligation, to monitor the Website, Services, Content and User Content, and SparkWords may remove any User Content at any time for any reason, including without limitation any content that we determine in our sole discretion to be unlawful, fraudulent, threatening, libelous, defamatory, obscene or otherwise objectionable. Any account posting or hosting objectionable content or linking to objectionable websites is subject to termination. Also, we reserve the right to remove content that we determine in our sole discretion is primarily intended to promote a product or service.

4. ACCEPTABLE USE AND CONDUCT

You are solely responsible for any and all Content that is posted, uploaded, provided, published or displayed (“posted”, as used herein) by or through your SparkWords Profile on the Services, including any email, and for your interactions with other Users.

4.1 Prohibited Content. You agree that you will not post any content that constitutes Prohibited Content. “Prohibited Content” includes, without limitation, Content that: (i) is offensive, unlawful, vulgar, threatening, abusive, defamatory, libelous, deceptive, invasive of another's privacy, tortious, obscene, profane, or promotes racism, bigotry, hatred or physical harm of any kind; (ii) harasses or advocates harassment of another person; (iii) involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, or “spamming;” otherwise constitutes unauthorized advertising or solicitation; or involves commercial activities and/or sales without SparkWords' written consent, such as contests, sweepstakes, barter, advertising or pyramid schemes; (iv) is fraudulent, false or misleading or promotes, endorses or furthers illegal activities; (v) promotes, copies, performs or distributes an illegal or unauthorized copy of another person's work that is protected by copyright or trade secret law; (vi) is involved in the exploitation of persons under the age of eighteen (18) in a sexual or violent manner, or solicits personal information from anyone under eighteen (18); (vii) contains viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software; (viii) infringes or violates any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity; (ix) violates any law or regulation; (x) impersonates any person or entity, including without limitation any employee of SparkWords or (xi) otherwise violates the terms of this Agreement or creates liability for us. You represent and warrant that: (a) you own the User Content posted by you on the Service or otherwise have the right to grant the license set forth in this Agreement, (b) your User Content, and the use and disclosure of your User Content as contemplated by this Agreement, does not and will not violate the privacy rights, publicity rights, copyright rights, or intellectual property or other proprietary rights of any person, (c) you are authorized to grant all of the aforementioned rights to your User Content to SparkWords and all users of the Services and (d) you agree to pay all royalties and other amounts owed to any person or entity due to your posting or the use of any User Content on the Services.

4.2 Breach. Any use of the Services in violation of this Agreement may result in, among other options, termination or suspension of your rights to use the Services. In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information and Content we consider necessary or appropriate, including, without limitation, SparkWords Profile information (i.e. name, email address, etc.), IP addressing and traffic information, usage history, and posted Content.

4.3 Enforcement by Us. We have the right (but not the obligation) to investigate or review any Content and delete (or modify) any Content that in our sole judgment violates this Agreement or which is Prohibited Content, or may otherwise violate the rights, harm, or threaten the safety of any User or any other person, or create liability for us or any User.

4.4 Photographs. You may not post a photograph of another person without that person's permission.

4.5 Antivirus Software. You are responsible for installing, maintaining and using effective anti-virus and spyware prevention technologies, and SparkWords is not responsible for third-party websites that contain or deliver viruses, spyware, malware, or other harmful content or code.

5. THIRD PARTIES AND OTHER USERS

5.1 Third Party Content. Content from other Users, advertisers, and other third parties (“Third Party Content”) is made available to you through the Services. Because we do not control such Third Party Content, you agree that we are not responsible for any such Third Party Content, including advertising and information about third party products or services. Because we do not have control over such Third Party Content, we make no guarantees about the accuracy, currency, suitability, or quality of the information in such Third Party Content, and we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful Third Party Content made available by other Users, advertisers, and third parties. By choosing your preferences, you can designate types and categories of content you prefer to access, but SparkWords cannot guarantee that you will only access the types and categories of information you designate.

5.2 Responsibility. Your interactions with other Users on the Services or with advertisers, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other User or the advertiser. You agree that we will not be responsible for any loss or damage incurred as the result of any such dealings or with respect to any other User's use or disclosure of your personally identifiable information. If there is a dispute between you and any third party (including any User), we are under no obligation to become involved; however, we reserve the right, but have no obligation, to monitor disputes between you and other Users.

5.3 Third-Party Websites and Partner Communities. The Services may contain links to third-party websites (“Third-Party Websites”) (a) placed by us as a service to those interested in this information; or (b) posted by other Users. We may also place links or enable interoperability to other social networking communities (“Partner Communities”) or use other means to connect the SparkWords Services to such Partner Communities to give you more possibilities. You use all such links to Third-Party Websites and Partner Communities at your own risk. To the extent such links are provided by us, they are provided only as a convenience, and such link to a Third-Party Website or Partner Community does not imply our endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Website or Partner Community. We accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of Third-Party Websites or Partner Communities, or websites linking to the Website. You should review applicable terms of service, including privacy and data gathering practices, of any Third-Party Website and Partner Communities, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

6. COPYRIGHT POLICY

It is our policy to terminate membership privileges of any SparkWords Member who repeatedly infringes copyright upon prompt notification to us by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our designated copyright agent (“Copyright Agent”) with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Services; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Once proper bona fide infringement notification is received by the Copyright Agent, it is SparkWords' policy: (i) to remove or disable access to the infringing Content; (ii) to notify the Content provider, member or user that it has removed or disabled access to the Content; and (iii) that repeat offenders will have the infringing Content removed from the system and that SparkWords will terminate such content provider's, member's or user's access to the service.

The procedure to supply a counter-notice to the Copyright Agent is as follows: if the Content provider, member or user believes that the Content that was removed or to which access was disabled is either not infringing, or the Content provider, member or user believes that it has the right to post and use such Content from the copyright owner, the copyright owner's agent, or pursuant to the law, the content provider, member or user must send a counter-notice containing the following information to the Copyright Agent listed below: (i) a physical or electronic signature of the Content provider, member or user; (ii) identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled; (iii) a statement that the Content provider, member or user has a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; (iii) a statement that the Content provider, member or user has a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and (iv) content provider's, member's or user's name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's, member's or user's address is located, or if the Content provider's, member's or user's address is located outside the United States, for any judicial district in which SparkWords is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, SparkWords may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at SparkWords' discretion.

Contact information for our Copyright Agent for notice of claims of copyright infringement is as follows:

Chris Pudlicki
SparkWords
93 S. Jackson Street #33070
Seattle, WA 98104
copyright@sparkwords.com

7. DISCLAIMER OF WARRANTIES

SparkWords disclaims any responsibility for any harm resulting from your use of the Services. SparkWords has no special relationship with or fiduciary duty to you. You acknowledge that SparkWords has no control over, and no duty to take any action regarding: which users gain access to the Website; what Content you access via the Website; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release SparkWords from all liability for you having acquired or not acquired Content through the Sites. The Website may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. SparkWords makes no representations concerning any content contained in or accessed through the Website, and SparkWords will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Website.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. SPARKWORDS AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

8. LIMITATION OF LIABILITY

8.1 Disclaimer. IN NO EVENT SHALL SPARKWORDS, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE GREATER OF FIFTY ($50) U.S. DOLLARS OR THE AMOUNTS PAID BY YOU TO SPARKWORDS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

8.2 Indemnity. You shall defend, indemnify, and hold harmless SparkWords, its affiliates and each of its affiliate employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Website, Service, Content or otherwise from your User Content, violation of this Agreement, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. SparkWords reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with SparkWords in asserting any available defenses.

8.3 Release. You hereby release us, our officers, employees, agents and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind including, without limitation, property damage, that is either directly or indirectly related to or arises from (i) any interactions with other Users, or (ii) your participation in any of our offline events.

If you are a California resident, you hereby waive California Civil Code Section 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

9. COMMENTS

If you have comments on the SparkWords Website or Services, or ideas on how to improve them, please contact us at feedback@sparkwords.com. Please note that by doing so, you also grant SparkWords permission to use and incorporate your ideas or comments into the SparkWords Website and Services without further compensation.

10. RESOLUTION OF DISPUTES

If a dispute arises between you and SparkWords, our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly. Accordingly, you and SparkWords agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a “Claim”) in accordance with one of the paragraphs below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by emailing us at feedback@sparkwords.com. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

Law and Forum for Disputes - This Agreement shall be governed in all respects by the laws of the State of California without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. You agree that any claim or dispute you may have against SparkWords must be resolved by a court located in Santa Clara County, California, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Santa Clara County, California for the purpose of litigating all such claims or disputes.

Arbitration Option - For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Improperly Filed Claims - All claims must be resolved in accordance with this Resolution of Disputes Section. All claims filed or brought contrary to the Resolution of Disputes Section shall be considered improperly filed. Should you file a claim contrary to the Resolution of Disputes Section, SparkWords may recover attorneys' fees and costs up to $1000, provided that SparkWords has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

11. DISCLOSURES

SparkWords, Inc. is located at 318 1st Avenue S, Suite 300, Seattle, WA 98104. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210. You should note that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Current providers of such protections can be found at http://www.google.com/search?en&q=parental+control+applications.

12. MISCELLANEOUS PROVISIONS

If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, such portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that the remainder of the affected provision(s) and the other provisions of this Agreement will continue in full force and effect. Sections 2-5, 7, 8, 10, and 11 of this Agreement will survive any termination of this agreement.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by SparkWords.

SparkWords shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond SparkWords' reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). This Agreement is personal to you, and is not assignable, transferable or sublicensable by you except with SparkWords' prior written consent. SparkWords may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

This document was last revised October 27, 2009.