SPARK TERMS & CONDITIONS

Last updated: April 4, 2023

These Spark Terms & Conditions (the “Terms”) govern the relationship between Spark Connect, Inc. (hereinafter, “Spark,” “us,” or “we”) and you regarding your use of the application designed for facilitating use of or offering of the Spark application (the “Application”).

Use of the Application is also governed by Spark’s Privacy Policy, the current version of which can be found at www.joinsparkapp.com/privacypolicy (the “Privacy Policy”), which is incorporated herein by reference.

IMPORTANT – PLEASE READ CAREFULLY – THESE TERMS CREATE A LEGALLY BINDING AGREEMENT WHICH GOVERNS YOUR USE OF THE APPLICATION AND THE APPLICATION. BY CREATING AN ACCOUNT (AS DEFINED BELOW) OR BY ACCESSING OR USING THE APPLICATION, YOU ACCEPT AND AGREE TO BE BOUND, WITHOUT LIMITATION OR QUALIFICATION, BY THESE TERMS. IF YOU DO NOT ACCEPT ANY OF THESE TERMS, YOU ARE PROHIBITED FROM USING THE APPLICATION.

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

Basic Rules and Rights We Are Granting.

License Grant for Application. Subject to your agreement and continuing compliance with these Terms and any other relevant Spark policies, Spark grants you a non-exclusive, non-transferable, revocable limited right and license to access and use the Application on a mobile phone. You agree not to reverse engineer, decompile or otherwise attempt to view the source code for the Application and not to make any copies or distribution of Application.

Use of the Application: The following restrictions apply to the use of the Application:

You shall not engage in any act that Spark deems to be in conflict with the spirit or intent of the Application, including but not limited to circumventing or manipulating these Terms;

You may not use the Application in connection with any violation of any applicable law or regulation, or do anything that promotes the violation of any applicable law or regulation;

You shall not use the Application to engage in any illegal conduct;

You shall not reproduce, distribute or publicly display any content you access through the Application unless such content is clearly marked as “public” and you have been given the right to view such content; and

You shall not do anything with any content you access through the Application that has been marked with restrictions or other instructions that is counter to such restrictions or other instructions.

Information and Management. You may choose to provide Spark with certain personal information for yourself or for the individual acting on your behalf, which may include (but is not limited to) personal information such as name, birth date and email address (collectively, “Personal Information”). Personal Information will be held and used in accordance with the Privacy Policy. You agree that you will supply accurate and complete Personal Information to Spark, and that you will update such information when and as it changes.

License and Account Limitations and Prohibitions.

General Effects of Violations. Any use of the Application in violation of these Terms is strictly prohibited, can result in the immediate revocation of your limited license granted by Section 1, and may subject you to liability for violations of law.

Policies. You acknowledge that Spark has in place policies, that supplement or in addition to these Terms, regarding use of the Application available at www.joinsparkapp.com/policies and that you agree to abide by such policies and that such policies are in addition to any obligations you have under these Terms.

Activity Prohibitions Regarding Use of Account. You agree that you will not, under any circumstances do or assist in any of the following activities:

Modify or cause to be modified any files or content that are used to maintain the Application, without the express prior written consent of Spark;

Disrupt, overburden, or aid or assist in the disruption or overburdening of (1) any computer or server used to offer or support the Application (each a “Server”) or (2) the use or enjoyment of the Application by any other person;

Institute, assist or become involved in any type of attack, including without limitation distribution of a virus, denial of service attacks upon the Application, or other attempts to disrupt the Application or any other person’s use or enjoyment of the Application;

Gain, or attempt to gain, unauthorized access to the Application or the Servers or networks connected to the Application by any means (including, but not limited to, circumventing or modifying, or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of the Application);

Harass, abuse, harm, bully, intimidate or advocate, threaten or incite harassment, bullying, intimidation, abuse or harm of another person or group of persons, including Spark employees or customer service representatives;

Interfere or attempt to interfere with the proper functioning of the Application or connect to or use the Application in any way not expressly permitted by these Terms;

Intercept, examine or otherwise observe any proprietary communications protocol used by a client, a Server or the Application, whether through the use of a network analyzer, packet sniffer or other device;

Make any automated use of the Application or take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure, as we determine in our sole discretion;

Bypass any robot exclusion headers or other measures we take to restrict access to the Application or use any software, technology or device to send content or messages, scrape, spider or crawl the Application, or harvest or manipulate data from, through, or relating to the Application;

Use, facilitate, create or maintain any unauthorized connection to the Application, including without limitation (1) any connection to any unauthorized server that emulates, or attempts to emulate, any part of the Application or (2) any connection using programs, tools or software not expressly approved in writing by Spark;

Upload or transmit (or attempt to upload or to transmit), without Spark’s express written permission, any material that acts as a passive or active information collection or transmission mechanism, including, without limitation clear graphics interchange formats (“gifs”), 1x1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware,” “passive collection mechanisms” or “pcms”).

Suspension and Termination:

FAILURE TO COMPLY. WITHOUT LIMITING ANY OTHER REMEDIES, WE MAY, WITH OR WITHOUT NOTICE TO YOU, LIMIT, SUSPEND, TERMINATE, MODIFY YOUR ACCESS TO THE APPLICATION OR PORTIONS THEREOF IF, IN OUR SOLE DISCRETION, YOU FAIL TO COMPLY WITH ANY OF THESE TERMS, YOUR RIGHTS TO USE THE APPLICATION ARE EXPIRED OR BECOME TERMINATED OR YOUR USE OF THE APPLICATION IS RELATED TO ACTUAL OR SUSPECTED ILLEGAL ACTIVITY OR IMPROPER USE OF THE APPLICATION. SPARK SHALL BE UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY LOSSES OR ADVERSE RESULTS THAT ARE DUE TO THE SUSPENSION, TERMINATION, MODIFICATION OF YOUR ACCESS TO THE APPLICATION.

IP INFRINGEMENT.

WITHOUT LIMITING ANY OTHER REMEDIES, WE MAY LIMIT, SUSPEND OR TERMINATE ACCESS TO THE APPLICATION OR PORTIONS THEREOF AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT USERS FROM ACCESSING THE APPLICATION IF WE BELIEVE THAT SUCH USERS ARE CREATING RISK OR POSSIBLE LEGAL LIABILITIES, INFRINGING SPARK’S INTELLECTUAL PROPERTY RIGHTS OR THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES OR ACTING INCONSISTENTLY WITH THE LETTER OR SPIRIT OF OUR TERMS OR POLICIES.

Right to Cease Hosting Application. Spark reserves the right to stop enabling use of the Application or part of the Application at any time if Spark believes that the continued use of the Application or part of the Application will or may cause harm to Spark or you or may result in any violation of applicable law by either Spark or you. If Spark elects to stop enabling or supporting the Application or part of the Application, the license granted hereunder to you to use the Application or a part thereof will automatically terminate.

Intellectual Property Ownership in the Application. The Application, and all of its related components and contents, (including without limitation, any computer code, template content, pre-populated content, concepts, artwork, animations, sounds, musical compositions, audio-visual effects and text contained within) is owned by Spark or its licensors, and all of which material is protected by United States and international patent, copyright, trademark, trade secret, and other intellectual property laws.

Posted Content.

Definition. “Posted Content” means any communications, videos, images, sounds, and all the material, text, drawings, writings, data, and information that you upload, post, publish or transmit through the Application. We may take actions based upon Posted Content including instructions provided within Posted Content but we may also take actions to verify with you that such instructions were truly your intent or to clarify such instructions. You acknowledge that we may reach out to you at anytime regarding any Posted Content before we take action and that you will not assume that any actions were taken by us based upon any Posted Content unless you receive confirmation that such actions are being taken by us.

Obligations Regarding Content. By transmitting or submitting any Posted Content while using the Application, you affirm, represent and warrant that such transmission or submission (a) is accurate and not confidential; (b) not in violation of any applicable law, contractual restrictions or other third party rights, and that you have permission from any third party whose personal information or intellectual property is comprised in the Posted Content; (c) along with the exercise of the rights by Spark granted in Section 2.3, will not result in any infringement of the intellectual property rights of any third party or violate or misappropriate any rights of publicity or privacy for any third party; and (d) is free of viruses, adware, spyware, worms or other malicious code. You further represent and warrant that you have all rights necessary to transmit Posted Content to Spark and to grant the rights in Posted Content granted to Spark under these Terms.

Licenses to Posted Content. You hereby grant Spark a perpetual and irrevocable (other than as provided below), worldwide, fully paid-up and royalty free, non-exclusive, assignable, unlimited license and right to copy, reproduce, fix, adapt, modify, improve, translate, reformat, create derivative works of, manufacture, introduce into circulation, publish, distribute, sublicense, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice, in any way now known or in the future discovered, your Posted Content as well as all modified and derivative works thereof. For clarification, Spark will not create derivative works of Posted Content in order to sell or distribute such derivative works on a stand-alone basis and any public display or distribution of your Posted Content to a third party will only be done in a manner consistent with the Privacy Policy or as part of providing advertising and marketing materials for the Application. Spark will only exercise the rights granted in this Section 2.3 to offer or to facilitate the offering of Application. To the extent permitted by applicable laws, you hereby waive any moral rights or any of your rights of publicity or privacy you may have in any Posted Content and expressly grant us permission to use your name and likeness in connection with advertising and marketing materials for the Application.

Content Screening.

Consent to Monitoring. By entering into these Terms, you hereby provide your irrevocable consent to our monitoring and recording of your use of the Application. You acknowledge and agree that you have no expectation of privacy concerning the transmission of any information, including without limitation chat, text or voice communications.

Options Regarding Content. Spark may reject, refuse to post or delete any content you submit for use or processing by or through the Application for any or no reason, including, but not limited to for the reason, in the sole judgment of Spark, that such content or the posting of any particular content violates these Terms or may violate applicable law.

Notices.

Third Party Notices. We may be required to provide you with certain notices and content in connection with your use of the Application. You agree that we may provide you with such notices and content by either emailing you such notices to the email address that we have on file for you or by providing you with a link to an Application where such notices and content will be posted.

Deletion of Certain Content. Information provided by Spark through the Application may be deleted from the Application after a set time period and you may not be able to view such information after deletion.

Third Party Advertising.

Third Party Advertisements. You understand that the Application may feature advertisements from Spark or third parties. The Privacy Policy addresses our disclosure of information for third party advertising.

Links to Third Party Sites and Dealings with Advertisers. Spark may provide links on the Application to third party Applications or vendors who may invite you to participate in a promotional offer in return for receiving a benefit. Any charges or obligations you incur in your dealings with these third parties are your responsibility. Spark makes no representation or warranty regarding any content, goods, or services provided by any third party even if linked from our Application, and we will not be liable for any claim relating to any third party content, goods, or services. The linked sites are not under the control of Spark and may collect data or solicit personal information from you. Spark is not responsible for their content, business practices or privacy policies, or for the collection, use or disclosure of any information those sites may collect. Further, the inclusion of any link does not imply endorsement by Spark of these linked sites.

Updates to the Application. You understand that the Application undergoes frequent changes. Spark may require that you accept updates to the Application in order to continue using the Application. You acknowledge and agree that Spark may update the Application without notifying you.

Disclaimer; Limitations; Waivers on Liability; Indemnification.

Disclaimer of Warranties.

APPLICATION PROVIDED “AS IS”. YOU EXPRESSLY AGREE THAT USE OF THE APPLICATION IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD THE SHORTER OF THIRTY (30) CALENDAR DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). NO GUARANTEES ARE MADE REGARDING WHO MAY VIEW ANY CONTENT YOU POST OR HOW OTHERS WILL EVALUATE YOU OR ANY CONTENT YOU POST.

NO WARRANTY OF ERROR-FREE OPERATION. WITHOUT LIMITING THE FOREGOING, NEITHER SPARK NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “SPARK PARTIES”) WARRANT THAT ACCESS TO THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE.

NO WARRANTY REGARDING ACCESS TO ACCOUNTS AND CONTENT. SPARK DOES NOT GUARANTEE THAT ANY INDIVIDUAL WILL ALWAYS BE PREVENTED FROM VIEWING INFORMATION OR CONTENT THAT THE APPLICATION INTENDED TO NOT BE AVAILABLE TO SUCH INDIVIDUAL. SPARK DOES NOT WARRANT THAT ALL CONTENT OR INFORMATION POSTED ON THE APPLICATION WILL REMAIN AVAILABLE AT ALL TIMES OR WILL NEVER BE DELETED, CORRUPTED OR OTHERWISE UNAVAILABLE. SPARK DOES NOT WARRANT THAT THE APPLICATION WILL BE KEPT FROM ANY PARTICULAR INDIVIDUAL WHO EITHER HACKS OR ENGAGES IN UNAUTHORIZED ACCESS TO SUCH CONTENT OR INFORMATION OR IS MISTAKENLY GRANTED ACCESS BY SPARK OR THROUGH THE APPLICATION.

Limitations; Waivers of Liability.

DISCLAIMER OF INDIRECT DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE APPLICATION UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT THE SPARK PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE APPLICATION.

NOT RESPONSIBLE FOR THIRD PARTY CONDUCT. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE SPARK PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE SPARK PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE APPLICATION AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE APPLICATION AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

DISCLAIMER MAY NOT BE APPLICABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THE SECTION MAY NOT APPLY TO YOU.

Indemnification. You agree to defend, indemnify, save, and hold the Spark Parties harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Application, any violation by you of these Terms or any breach of the representations, warranties and covenants made by you herein. Spark reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Spark and you agree to cooperate with Spark’s defense of these claims. Spark will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. You agree that the provisions in this paragraph will survive any termination of the Application.

Dispute Resolution.

General. If a dispute arises between you and Spark, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Spark 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 subsections 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 going to Customer Support. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation. Other than those matters listed in Section 7.2, you and Spark agree to seek resolution of the dispute only through arbitration of that dispute in accordance with the terms of this Section 7, and not litigate any dispute in court. Arbitration means that the dispute will be resolved by a neutral arbitrator instead of in a court by a judge or jury.

Exclusions from Arbitration. YOU AND SPARK AGREE THAT ANY CLAIM FILED BY YOU OR BY SPARK IN SMALL CLAIMS COURT OR BY SPARK RELATED TO PROTECTION OF SPARK’S OR ANY SPARK LICENSOR’S INTELLECTUAL PROPERTY ARE NOT SUBJECT TO THE ARBITRATION TERMS CONTAINED IN THIS SECTION 7.

RIGHT TO OPT OUT OF BINDING ARBITRATION AND CLASS ACTION WAIVER WITHIN 30 DAYS. IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER IN THIS SECTION 7, YOU MUST NOTIFY SPARK IN WRITING WITHIN THIRTY (30) DAYS OF THE DATE THAT YOU FIRST ACCEPT THIS AGREEMENT. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO SPARK TERMS ADMINISTRATOR, AND MUST INCLUDE: (1) YOUR NAME, (2) YOUR ADDRESS, AND (4) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH SPARK THROUGH ARBITRATION.

Class Action Waiver. ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND SPARK SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION.

Initiation of Arbitration Proceeding; Selection of Arbitrator. If you or Spark elect to resolve your dispute through arbitration, the party initiating the arbitration proceeding must initiate it with the American Arbitration Association (“AAA”). The terms of this Section 7 will govern in the event they conflict with the arbitration rules identified below.

Arbitration Procedures. Because the software and/or service provided to you by Spark concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, applicable federal or state law may also apply to the substance of any disputes. For claims of less than $75,000, the AAA’s Consumer Arbitration Rules shall apply; for claims over $75,000, the AAA’s Commercial Arbitration Rules and relevant fee schedules for non-class action proceedings shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. Further, if your claims do not exceed $75,000 and you provided notice to, and negotiated in good faith with, Spark as described above, and if the arbitrator finds that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorneys’ fees and costs as determined by the arbitrator, in addition to any rights to recover the same under controlling state or federal law afforded to Spark or you. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be binding and final, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

Location of Arbitration. You or Spark may initiate arbitration in either or the county in which you reside. If you initiate arbitration in the county of your residence, Spark may transfer the arbitration to the state or federal courts in Hudson County provided that Spark agrees to pay any additional fees or costs you incur as a result of the change in location, as determined by the arbitrator.

Severability. If any clause within this Section 7 (other than the Class Action Waiver clause of Section 7.4) is found to be illegal or unenforceable, that clause will be severed from this Section 7 and the remainder of this Section 7 will be given full force and effect. If the Class Action Waiver (Section 7.4) clause is found to be illegal or unenforceable, this entire Section 7, except for this Section 7.8, will be unenforceable and the dispute will be decided by a court and IN THAT INSTANCE, YOU AND SPARK EACH WAIVE AND AGREE TO WAIVE ANY RIGHT TO TRIAL BY JURY, TO THE EXTENT ALLOWED BY LAW.

General Provisions.

Updates to the Terms and Privacy Policy.

Right to Update. Spark reserves the right, at our discretion, to change, modify, add or remove portions of these Terms and our Privacy Policy at any time by posting the amended Terms or Privacy Policy through the Application and/or by emailing you a copy of such updated Terms and/or Privacy Policy to the email address we have for you in our records. You may also be given additional notice, such as an email message, of any changes. You will be deemed to have accepted such changes by continuing to use the Application. Except as otherwise stated, all amended terms shall automatically be effective thirty (30) calendar days after they are initially posted. Spark may also revise other policies, codes or rules at any time and the new versions will be available for viewing at www.joinsparkapp.com/policies or through the Application. No amendment to the Terms or Privacy Policy shall apply to any dispute of which Spark had actual notice before the date of the amendment.

Seeking Consent. If Spark revises these Terms or its Privacy Policy and seeks your consent to be bound by such revised Terms or revised Privacy Policy and you do not agree to be bound by such revised Terms or revised Privacy Policy before accessing the Application again, then notwithstanding anything to the contrary, Spark reserves the right to terminate use of the Application. For purposes of this Section 8.1(b), revised Terms include any supplemental terms as referenced in Section 8.4.

Disagreement With Terms. If at any time you do not agree to any provision of the then-current version of our Terms, the Privacy Policy or any other Spark policy, rule or code of conduct relating to your use of the Application, your right to use the Application will immediately terminate, and you must immediately stop using the Application.

Conflict. To the extent these Terms or the Privacy Policy conflict with any other Spark terms, policy, rule, or code of conduct, the provisions of these Terms and the Privacy Policy will prevail.

Severability. If any provision of these Terms or the Privacy Policy is found invalid, illegal, or unenforceable, in whole or in part, by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity, illegality, or unenforceability without affecting the validity, legality, or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which will continue to be in full force and effect.

Assignment. Spark may assign any of its rights or delegate any of its obligations under these Terms, in whole or in part, to any person or entity at any time without your consent. You may not assign or delegate any rights or obligations under the Terms without the prior written consent of Spark; any purported assignment or delegation in violation of this Section 8.3 is void.

Supplemental Policies. Spark may publish additional policies related to specific services such as forums, contests, loyalty programs and other features and services. You acknowledge that we may email such additional policies to you at the email address you have provided us for use in conjunction with the Application and that you will regularly check such email. Your use, if any, of such services is subject to such specific policies and these Terms.

Entire Agreement. These Terms, together with any supplemental policies, the Privacy Policy, and any other documents expressly incorporated by reference herein, contain the entire agreement between Spark and you with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations and warranties of the parties hereto relating to the subject matter hereof, whether electronic, oral or written, or whether established by custom, practice, policy or precedent.

No Waiver. The failure of Spark to require or enforce strict performance by you of any provision of these Terms or the Privacy Policy or failure to exercise any right under them shall not be construed as a waiver or relinquishment of Spark’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by Spark of any provision, condition or requirement of these Terms or the Privacy Policy shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers or other acts or omissions by Spark shall be deemed a modification of these Terms nor legally binding, unless documented in physical writing, hand signed by you and a duly appointed officer of Spark.

Notices. We may notify you via postings viewable through the Application and via email or any other communications means through contact information you provide to us. All notices given by you or required from you under these Terms or the Privacy Policy shall be in writing and addressed to the address in this Section 8.7. Any notices that you provide without compliance with this Section 8.7 shall have no legal effect.

SPARK CONNECT, INC.

1200 South 5th Street, Suite 5159

Harrison, NJ 07029

Equitable Remedies. You acknowledge that the rights granted and obligations made under these Terms to Spark are of a unique and irreplaceable nature, the loss of which shall irreparably harm Spark and which cannot be replaced by monetary damages alone, so that Spark shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Application, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Application or any content or other material used or displayed through the Application.

Force Majeure. Spark shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of Spark, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond Spark’s control, such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation facilities, fuel, energy, labor or materials.

Choice of Law. The Terms and Privacy Policy shall be governed by the laws of the State of New Jersey notwithstanding its conflicts of law provisions.