Parties
This Services Agreement (“Agreement”) is entered into by and between SPRK, LLC, a Nevada limited liability company (“SPRK,” “we,” “our”), operating the RevFlow by SPRK program (“RevFlow”), and the customer identified on an online signup, order, or invoice (“Client,” “you,” “your”). By clicking “I Agree,” signing an Order, or using RevFlow, you accept this Agreement.
1. Definitions
1.1 “Services” means (a) the RevFlow by SPRK CRM and revenue operations platform (the “CRM”) and (b) RevFlow by SPRK Marketing and growth services (“Marketing,” also referred to as the “Marketing Program”).
1.2 “Order” means any signup, order form, or invoice that references this Agreement.
1.3 “Client Content” means information, creative, data, ads, leads, brand assets, and materials you supply.
1.4 “Inbound Lead” means a lead record automatically captured into the CRM from an external source (e.g., ads, landing pages, web forms, or connected integrations). Test submissions and internal seed entries are excluded.
2. Services & Scope
2.1 CRM. Subject to this Agreement, SPRK grants you a non-exclusive, non-transferable, revocable license to access and use the RevFlow CRM during the Term for your internal business purposes. You will maintain user credentials securely and comply with Section 10 (Acceptable Use).
2.2 Marketing. If selected, RevFlow will create and manage advertising and revenue operations campaigns, including creative and copy, and operate those campaigns in Client’s ad platform accounts with access you grant. Client is responsible for all third-party ad spend and platform fees.
3. Fees & Billing
3.1 Setup & Subscription Fees. Upon signup, you authorize SPRK to charge the applicable setup fee and monthly RevFlow subscription fees (per user seat or plan tier, plus applicable taxes) to the payment method on file. Fees begin on the Effective Date.
3.2 Recurring Fees & Auto-Recharge. Fees are billed in advance and renew month-to-month until canceled. You authorize SPRK to automatically charge recurring fees (“Auto-Recharge”) on or after each renewal date.
3.3 Cancellation Window (Written; 5 Business Days). To avoid your next renewal charge, you must send written notice to [email protected] at least five (5) business days before your upcoming monthly anniversary.
3.4 Late/Failed Payments. If a charge is declined or overdue, SPRK may suspend access until amounts are paid. You agree to reimburse reasonable costs of collection.
3.5 Price Changes. SPRK may modify fees with at least thirty (30) days’ notice for subsequent billing cycles.
4. 30-Day Money-Back Guarantee (CRM Setup & Inbound Leads Only)
If SPRK cannot deliver (i) a configured RevFlow CRM workspace and (ii)only if Client has elected to use RevFlow for inbound lead capture as part of the Services, at least one active Inbound Lead source capturing Inbound Leads into the CRM (including the technical connection and integration of a Client-provided or third-party lead source), within thirty (30) calendar days after Client completes all onboarding prerequisites due solely to factors within SPRK’s reasonable control, SPRK will refund 100% of CRM fees paid.
If Client does not elect to use RevFlow for inbound lead capture or chooses to use RevFlow solely as a CRM without inbound lead functionality, SPRK’s obligation under this guarantee is limited to providing a configured and functional RevFlow CRM workspace. No refund rights arise from the absence of inbound leads, lead volume, lead quality, or marketing performance.
Exclusions apply for third-party costs and Client-caused delays. Claims must be submitted per the agreement process.
5. Term, Renewal & Termination
5.1 Term. Starts on the Effective Date and continues month-to-month unless terminated.
5.2 Convenience Cancellation. You may cancel at any time with written notice to [email protected] subject to the 5-business-day window.
5.3 Termination for Cause. Either party may terminate for material breach if not cured within ten (10) days. SPRK may suspend for nonpayment or misuse.
5.4 Effect of Termination. CRM access disabled upon termination. Export of Client Content available upon request for 30 days; thereafter deletion may occur. Fees are non-refundable except as stated in this agreement or required by law.
6. Intellectual Property; Proprietary Systems & Materials
6.1 Ownership. Client owns Client Content and account data; SPRK owns the Services, software, documentation, configurations, templates, automations, workflows, scripts, playbooks, training materials, dashboards, and all related IP (“SPRK Materials”). No rights are granted except as stated.
6.2 License to Client Content. You grant SPRK a limited, non-exclusive license to process Client Content solely to provide, maintain, secure, and improve the Services.
6.3 Proprietary Systems & Restrictions. You acknowledge the CRM and SPRK Materials embody proprietary methods, system designs, and know-how. You will not (and will not permit others to): (a) copy, modify, translate, or create derivative works of the CRM or SPRK Materials; (b) reverse engineer, decompile, or attempt to extract source code; (c) access the CRM or SPRK Materials to build a competing product/service; (d) remove proprietary notices; or (e) disclose SPRK Materials (including templates, scripts, automations, configurations, training, and documentation) to third parties except your authorized users under confidentiality.
6.4 Aggregated/De-identified Data. SPRK may use de-identified, aggregated data to analyze and improve the Services without identifying Client or individuals.
6.5 Feedback. You grant SPRK a royalty-free, transferable license to use feedback/suggestions to improve the Services.
7. Data Protection & Confidentiality
Commercially reasonable safeguards are used. RevFlow is not designed for PHI unless separately agreed. Each party will protect Confidential Information; confidentiality survives termination.
8. Marketing Program — Incorporation by Reference
Marketing-specific terms may be set forth in an exhibit or order and incorporated by reference.
9. Payment Authorization; Taxes
You authorize charges to the payment method on file. Fees exclude taxes; you are responsible for applicable taxes.
10. Acceptable Use & Client Responsibilities
No credential sharing, bypassing security, spam, malware, infringement, or unlawful use. You are responsible for compliance with applicable laws and platform rules and for timely cooperation.
11. Representations; Warranties; Disclaimers
Except as expressly stated in Section 4, services are provided “as is” and “as available.” No warranties of uninterrupted or error-free operation.
12. Limitation of Liability
No consequential damages. Liability cap equals fees paid in the three (3) months preceding the claim, except for non-limitable liabilities.
13. Indemnification
Client indemnifies SPRK for claims arising from Client Content, misuse, or legal violations. SPRK indemnifies Client for third-party IP claims related to RevFlow CRM, subject to conditions.
14. Changes to Agreement or Services
SPRK may update terms or services with notice of material changes; continued use constitutes acceptance.
15. Governing Law; Venue (Nevada)
Governed by Nevada law; exclusive venue in Clark County, Nevada.
16. Miscellaneous
16.1 Assignment. You may not assign this Agreement without SPRK’s prior written consent; SPRK may assign to an affiliate or successor.
16.2 Notices. All notices and support inquiries to SPRK must be sent to [email protected]. Notices to Client may be sent to the addresses/emails on the Order or in your account.
16.3 Publicity. With your consent, SPRK may identify you as a customer by name and logo.
16.4 Force Majeure. Neither party is liable for delays outside its reasonable control.
16.5 Entire Agreement; Severability; Waiver. This Agreement (with any Orders and Exhibit A) is the entire agreement. If a provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.
16.6 Counterparts/E-Signatures. Electronic acceptances and signatures are valid and binding.