This policy is effective from January 7, 2015.
By using the Brand Sprokit Software as a service, including its website (collectively, SaaS), a service of Educational Marketing Group, Inc. (EMG), you are agreeing to be bound by the following Terms of Service.
EMG and Brand Sprokit reserve the right to update and change the Terms of Service at any time without notice. Any new features that augment or enhance EMG or Brand Sprokit, including the release of new tools and resources, shall be subject to these Terms of Service. Continued use of the SaaS after any such changes shall constitute your consent to such changes and terms. You can review the most current version of the Terms of Service at any time on Brand Sprokit’s website.
You agree to use EMG and Brand Sprokit at your own risk, and violation of any of the terms below may result in the termination of your account.
- You must be a human 18 years or older to use EMG and Brand Sprokit. Accounts registered by “bots” or other automated methods are not permitted.
- You must provide your full name, organization or employer, valid email address, and any other information requested in order to complete the registration process.
- Your login may only be used by one person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as needed.
- You are responsible for maintaining passwords and the security of your account. EMG and Brand Sprokit assume no liability whatsoever for any loss, damage, or claims from failure to comply with this security obligation.
- You are responsible for all content posted and all activity that occurs on your account even when content is posted by others who have access under your account.
- You may not use the SaaS for any illegal, inappropriate, or unauthorized purpose. You may not, in the use of the SaaS, violate any laws valid in your jurisdiction including but not limited to copyright and trademark laws.
Brand Sprokit account data and content is accessed via the Brand Sprokit API (Application Program Interface), which is the protected intellectual property of EMG and Brand Sprokit. Any use of the API, including use of the API through a third-party product that accesses Brand Sprokit, shall be bound by the terms of this agreement including the following specific terms:
- You expressly understand and agree that EMG and Brand Sprokit shall not be liable in any way for any direct, indirect, incidental, special, consequential, or exemplary loss, damage, or claim, including but not limited to damages for loss of profits, goodwill, use, loss or damage to creative material or data, loss of time or resources, or any other loss or claim of loss, tangible or intangible, resulting from your use of EMG or Brand Sprokit or any third-party products that access the account.
- Abusive, unlawful, or inappropriate use of EMG or Brand Sprokit may result in the temporary or permanent suspension of your account access. EMG and Brand Sprokit, in their discretion, will determine what constitutes abusive, unlawful or inappropriate use and will make reasonable attempts via email to warn the account owner of potential problems prior to suspension.
- EMG and Brand Sprokit reserve the right at any time to modify or discontinue, temporarily or permanently, your access to the API, or any part thereof, with or without notice.
Pricing, Payment, Up/Downgrade Terms
- Brand Sprokit subscriptions are offered on a month-by-month and 12-month basis. Your account will become active upon EMG and Brand Sprokit’s receipt of payment in full for the first month’s or first year’s subscription, and will remain active and accessible for a full month or 12 months, depending on the subscription package purchase, subject to the terms and conditions herein. There are no refunds or credits for months or partial months of unused service.
- All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies, or duties, if applicable.
- Your subscription will be automatically renewed at the end of each payment period unless you notify EMG and Brand Sprokit of your intent to cancel. You will be invoiced for the next month’s or next year’s subscription, at the subscription price in effect at the date of renewal, approximately 30 days prior to the end of your current subscription. If EMG and Brand Sprokit do not receive payment prior to the renewal date, your Account may be automatically canceled and content deleted as specified below, without notice.
- Prices and specifications for all services, including but not limited to monthly and annual subscription fees and plan levels, are subject to change at any time with 30 days notice. Such notice may be provided at any time by posting the price changes to brandsprokit.com and/or the SaaS itself or other appropriate means determined by EMG and Brand Sprokit, and will apply to your next subscription payment period. Current subscription fees are not affected.
- If the server storage usage for your account exceeds the limit of your current subscription storage space level at any time during your subscription, your Account status will be automatically upgraded to the next higher level. You will be automatically invoiced for the difference between the new and old rates within 30 days of the automatic upgrade, computed as the pro rata monthly share from the date of the change in subscription level to the end date of the existing subscription. To avoid suspension or cancelation of the SaaS, payment for the difference in costs must be received by EMG and Brand Sprokit within 30 days of the invoice.
- A request for a downgrade in storage level for your Account can be made at any time, provided your current storage usage is 80% or less of the total storage capacity of the next lower level. EMG and Brand Sprokit will provide a refund within 60 days, computed as the pro rata monthly share from the date of the change in subscription level to the end date of the existing subscription.
Service Modifications & Interruptions
- EMG and Brand Sprokit reserve the right at any time and from time to time to modify, maintain, and upgrade Brand Sprokit or any part thereof, with or without notice, which may result in temporary interruption or changes to the SaaS. EMG and Brand Sprokit will, to the best of their abilities, attempt to provide email notice when a foreseeable interruption will occur and minimize the impact and duration of any interruptions of the SaaS. EMG and Brand Sprokit assume no liability whatsoever for any costs, losses, or damages of any kind as a result of modifications, maintenance, upgrades, or temporary interruptions of service, regardless of reason or prior notice.
- EMG and Brand Sprokit provide services via unencrypted transmissions over the public Internet involving various networks, interfaces, and browsers. EMG and Brand Sprokit make no warrants regarding performance of these elements and shall not be liable for any costs, losses, or damages of any kind that are a result of interruptions, suspensions, poor performance, coding or service changes, computer viruses, worms, or other impacts of any kind from any third-party.
- In the event that EMG and Brand Sprokit, in their discretion, permanently discontinue or terminate the SaaS for all subscribers, EMG and Brand Sprokit will provide a pro rata refund to current paying subscribers for the remaining whole months left in any current subscription.
Cancelation & Termination
- You are solely responsible for canceling your account and for ensuring that EMG and Brand Sprokit have received notification of your intent to cancel. A verified email at firstname.lastname@example.org or phone request at 303-743-8298 to cancel your account is required for cancelation.
- If you cancel the service before the end of your current subscription, your cancelation will take effect upon the date you specify and you will not be invoiced for renewal. There are no refunds for months or partial months of unused service.
- Your Account content will be deleted from the SaaS 30 days following the date of cancelation unless you specifically request a digital copy of your content. Information cannot be recovered once it is deleted. If you want a digital copy of existing content, a written request identifying a valid ftp upload site must be received by EMG and Brand Sprokit with your notification of intent to cancel. Within 60 days, EMG and Brand Sprokit will upload existing content via ftp file transfer to the SaaS you have identified in an appropriate format to be determined. EMG and Brand Sprokit make no warrants and assume no liability for the quality, condition, usability, format, or accessibility of such content, and shall not be liable for any loss or claims of any nature whatsoever regarding the digital copies of your content.
- EMG and Brand Sprokit have the right to suspend your account and refuse current or future use of the SaaS, or any other EMG and Brand Sprokit service, if EMG and Brand Sprokit determine, in their discretion, that your Account is or has been used for any illegal, unauthorized, obscene, threatening, or inappropriate purposes. Such suspension may result in the deactivation or deletion of your Account or access to your Account, and the forfeiture and relinquishment of all content in your Account, without recourse, compensation, or accommodation of any kind.
- EMG and Brand Sprokit reserve the right to refuse service to anyone for any reason at any time.
Privacy, Copyright, Ownership
- All content uploaded to, or created with the involvement of EMG or Brand Sprokit must comply with U.S. copyright and trademark law, and you are solely responsible for such compliance.
- EMG and Brand Sprokit claim no intellectual property or usage rights over the material you upload to, or create on, EMG or Brand Sprokit. All content uploaded to or created on EMG or Brand Sprokit remains yours, with all rights reserved.
- EMG and Brand Sprokit will not share your personal information, intellectual properties or content to any third parties, unless (i) we have your written permission to do so; (ii) we are required by law, court order, or subpoena to do so; (iii) to prevent fraud or to enforce or protect the rights and properties of EMG and Brand Sprokit and others; (iv) to protect the personal safety of employees or third parties.
- EMG and Brand Sprokit do not screen content uploaded to, or created on, Brand Sprokit. EMG and Brand Sprokit and their designees have the right but not the obligation, in their sole discretion, to refuse, delete, or remove any content that is deemed illegal, unauthorized, obscene, threatening, or inappropriate.
- The source coding, layouts, designs, look and feel, user interface, general concept and operational elements (“software”) of Brand Sprokit and its components are owned by EMG and Brand Sprokit and copyright ©2014 EMG. All rights are reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design and content elements without the express written permission from EMG and Brand Sprokit.
- Your use of EMG and Brand Sprokit is at your sole risk. The SaaS is provided on an “as is” and “as available” basis.
- You take responsibility to license all uploaded fonts and imagery. EMG and Brand Sprokit accept no liability for unauthorized use of fonts, graphics, logos, and photos.
- Technical support and training is provided to current account holders at no additional cost and is available via telephone, email, or internet based desktop sharing software. EMG and Brand Sprokit will also provide account holders with information on how to best use and operate Brand Sprokit.
- You understand that EMG and Brand Sprokit use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run Brand Sprokit.
- You may not modify, adapt or hack EMG or Brand Sprokit or its components or modify another SaaS or interface so as to falsely imply association with Brand Sprokit, EMG and Brand Sprokit, or any other EMG and Brand Sprokit service.
- You agree not to reproduce, duplicate, copy, sell, resell, or exploit EMG or Brand Sprokit or any component thereof, or to access to Brand Sprokit without EMG and Brand Sprokit’s express written permission.
- We may, but have no obligation to, remove accounts containing content that is determined in EMG and Brand Sprokit’s discretion to be unlawful, threatening, libelous, defamatory, obscene, or otherwise objectionable or in violation of any party’s intellectual property or these Terms of Service.
- You understand that the technical processing and transmission of the SaaS, including content, will be transferred via the public Internet, unencrypted, and may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks, browsers, and devices.
- You agree not to introduce or transmit any worms or viruses or any code or material of a destructive nature.
- EMG and Brand Sprokit do not warrant that (i) the SaaS will meet your specific requirements, (ii) the SaaS will be uninterrupted or error-free, (iii) the results obtained from the use of the SaaS will be accurate or reliable, (iv) the quality of any content created or uploaded by you through the SaaS will meet your expectations, and (v) specific errors in the SaaS will be corrected.
- The failure of EMG or Brand Sprokit to exercise or enforce any right or provision of the Terms of Service does not constitute a waiver of rights or provisions. The Terms of Service constitutes the entire agreement between you and EMG and Brand Sprokit and governs your use of Brand Sprokit, superseding all prior agreements including, but not limited to, all prior versions of the Terms of Service.
- Questions about the Terms of Service should be sent to email@example.com.
You agree to defend, indemnify and hold EMG and Brand Sprokit and their affiliates, subsidiaries, directors, officers, employees, agents, partners, contractors, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from: (a) any content you submit, post, transmit, or otherwise make available through the SaaS; (b) your use of the SaaS; (c) any violation by you of this Agreement; (d) any action taken by EMG and Brand Sprokit as a result of temporary or permanent suspension of your account based in whole or in part on EMG and Brand Sprokit’s determination that your use of the SaaS has been abusive, unlawful or inappropriate; or (e) your violation of any rights of another. This obligation shall survive the termination or expiration of this Agreement and/or your use of the SaaS. You agree to comply with this Agreement and to defend, indemnify and hold harmless EMG and Brand Sprokit from and against any and all claims and demands arising from usage of your account, whether or not such usage is expressly authorized by you.
This Agreement and the relationship between you and EMG and Brand Sprokit shall be governed by the laws of the State of Colorado.
Before you may pursue or participate in any dispute in arbitration against EMG or Brand Sprokit for any claims, you must first send a written description of your claim to Educational Marketing Group, Inc., 19751 E. Mainstreet, Suite 247, Parker, CO 80138 and you must allow EMG and Brand Sprokit a reasonable opportunity to resolve your dispute. Your written notice must describe the problem in reasonable detail, and identify or enclose all relevant documents and information. You and EMG and Brand Sprokit agree to negotiate in good faith with each other to try to resolve your claim. If you and EMG and Brand Sprokit do not reach a resolution of your dispute within sixty (60) days after EMG and Brand Sprokit receive your written notice of claim, you may pursue your claim in arbitration.
You agree to arbitrate all disputes and claims between you and EMG and Brand Sprokit. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to: (1) claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (2) claims that arose before this or any prior Agreement; (3) claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and (4) claims that may arise after the termination of this Agreement. Arbitration shall be before the Judicial Arbiter Group, 1601 Blake St., Suite 401, Denver, CO 80202. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”).
This arbitration provision shall survive termination of this Agreement.
YOU ACKNOWLEDGE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND EMG AND BRAND SPROKIT ARE EACH WAIVING THE RIGHT TO A TRIAL TO THE COURT OR BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND EMG AND BRAND SPROKIT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
This Agreement constitutes the entire agreement between you and EMG and Brand Sprokit, governs your use of the SaaS and completely replaces any prior agreements between you and EMG and Brand Sprokit in relation to the SaaS. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of EMG or Brand Sprokit to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EMG AND BRAND SPROKIT AND THEIR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, EMG AND BRAND SPROKIT AND THEIR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SAAS WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE SAAS WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE SAAS WILL BE ACCURATE OR RELIABLE; AND (IV) ANY DEFECTS OR ERRORS IN THE SOFTWARE PROVIDED TO YOU AS PART OF THE SAAS WILL BE CORRECTED.
EMG AND BRAND SPROKIT DO NOT REPRESENT OR GUARANTEE THAT THE SAAS WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND EMG AND BRAND SPROKIT DISCLAIM ANY LIABILITY RELATING THERETO.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SAAS IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE, COMPUTER, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
Limitation on Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT EMG AND BRAND SPROKIT AND THEIR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF EMG AND BRAND SPROKIT HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SAAS (II) ANY CHANGES MADE TO THE SAAS OR ANY TEMPORARY OR PERMANENT CESSATION OF THE SAAS OR ANY PART THEREOF; (III) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR TRANSMISSIONS OR DATA ON OR THROUGH THE SAAS; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SAAS; AND (VI) ANY OTHER MATTER RELATING TO THE SAAS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL EMG OR BRAND SPROKIT OR THEIR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS BE LIABLE TO YOU FOR ANY DAMAGES IN AN AMOUNT EXCEEDING ONE MONTH’S SUBSCRIPTION AMOUNT.
SHOULD YOU FAIL TO PREVAIL IN ANY ACTION BROUGHT AGAINST EMG OR BRAND SPROKIT OR THEIR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS OR LICENSORS YOU AGREE TO PAY ALL COSTS AND ATTORNEYS’ FEES INCURRED IN CONNECTION WITH SUCH ACTION.