Spark License Agreement
This License Agreement ("Agreement") between Hola Org Ltd. (formerly Web Spark Ltd.) ("Spark") and you or the entity you represent ("Client"; collectively "Parties") contains the terms and conditions that govern your access to and use of the System (as defined below). This Agreement takes effect the earlier of when you click the "Create account" button or when you access or use the System or any portion thereof (the "Effective Date"). Both parties represent that they are lawfully able to enter into this Agreement. If you are entering into this Agreement for an entity you represent to us that you have legal authority to bind that entity.
Spark has developed, owns and offers its clients a solution which enables delivery of online content ("System"). This System is available for commercial use under this agreement. Spark wishes to grant to the Client, and the Client wishes to accept, a license to use the System in accordance with the terms and conditions hereof. Spark shall have the right to monitor at its discretion Client's use of the System for billing purposes and to enforce the terms specified in this Agreement.
1. Grant of License
1.1 During the term of this Agreement Spark grants the Client a non-exclusive, non-transferable and limited license (with no right to sublicense) to access and use the System in accordance with the terms of this Agreement.
1.2 Spark reserves any and all rights not expressly granted in this Agreement, including, without limitation, any and all rights to the System.
2. Disclaimer of Warranties
Spark is providing the use of the System on "AS IS" and "AS AVAILABLE" basis and it expressly disclaims any representations and warranties, whether express or implied to the condition, value or quality of the System, including, any warranties of merchantability, suitability or fitness for a particular purpose, security, warranties arising from a course of dealing, usage or trade practice, that the use of the System will be continuous, uninterrupted or error-free, or that any information contained therein will be accurate or complete.
3. Warranties and Representations by the Client
The Client warrants and represents to Spark that its use of the System shall be for lawful purposes only, and that it shall not, directly or indirectly, use the license to the System granted herein in connection with:
(1) Any illegal activity or in violation of any applicable law, regulation or order of any court or tribunal, or any activity that could give rise to civil liability, or that is infringing upon any third party right;
(2) The distribution or promotion of any content that may be reasonably deemed as: (i) abusive, harassing, threatening, libelous, "Hate Speech" or promotes or condones violence against individuals or groups; (ii) fraudulent, misleading or deceptive material.
Client shall defend, indemnify and hold Spark and its representatives harmless as a result of any claim by a third party against Spark with respect to any Client content, operation of Client properties, or misuse of the System or the Spark network.4. Consideration
4.1 Following the free trial period, Client will enter a valid payment method
as a condition for further use or access to the System, at the consideration
stated in the Client's dashboard.
4.2 Prices are net of any withholding or other taxes and the customer shall be
responsible for payment of all such applicable taxes, levies, or duties.
5. Indemnification and Limitation of Liability
In no event other than stated in section 3 will either of the Parties be liable under this Agreement for any consequential, special, indirect or punitive damages or for any loss, profits or revenue (whether in contract, tort, negligence or any other legal theory) in any way relating to this Agreement (“Event”), even if the other Party had been informed in advance of the possibility of such damages. The Parties’ aggregated liability under this Agreement for any claim or damage or series of such is limited to the amount of fees actually received by Spark from Client under this Agreement during the one month period to the Event.
6. Temporary Suspension
6.1 Spark in its sole discretion and at any time, may suspend Client right to access or use the System immediately if Spark determines, in its sole discretion, that:
(a) Client is in breach of this Agreement, including any of the terms
specified in Section 3, or Client is delinquent on payment obligations; or
(b) Client's use of or access to the System may subject Spark, its affiliates,
or any third party to any liability, or may disparage or devalue Spark's
reputation or goodwill;
6.2 Effect of Suspension: Client remains responsible for all fees and charges incurred through the date of suspension;
6.3 Spark's right to suspend under this section is supplemental to its right to termination pursuant to section 7.
7. Disclosure of Information
Spark may share any of the Client's or Client’s third party relevant information, to any party or authority in case of a complaint or a lawsuit, if Spark determines that there is a good reason to believe that it is necessary to: (1) comply with applicable law, regulation, subpoena or court order; (2) address fraud and enforce the terms of this Agreement or any other agreements between Spark and the Client, including investigation of potential violations thereof; or (3) protect against harm to the rights, property or safety of Spark, its partners, its affiliates, users or the public.
8. Term and Termination
8.1 This Agreement commences on the Effective Date and shall continue until terminated in accordance with the terms of this Agreement.
8.2 Either party shall have the right to terminate this Agreement immediately at any time by providing the other party written notice, without thereby incurring any liability towards the other party.
8.3 Upon termination, any outstanding Consideration amounts shall immediately become due and payable, the license granted herein shall be terminated and the Client shall stop using the System. If termination was by Client, Spark shall not provide refunds for prepayments already made by Client.
9. Proprietary Rights
9.1 Nothing contained in this Agreement will grant the Client any right, title or interest in the trademarks, or other intellectual property rights of Spark other than the limited license granted herein.
9.2 Spark retains all ownership and intellectual property rights in any deliverables, software, and customization to the System, reports, and other materials furnished in connection with its performance under this Agreement.
9.3 Client shall not; (i) rent, loan, lease, license, transfer, sell, or distribute the System to any third party; (ii) reverse engineer, decompile, disassemble, or derive the source code of the System; (iii) copy, adapt, alter, modify, translate, or create derivative works of the System; (iv) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the System; (vi) authorize or assist any third party to do any of the foregoing.
10. Miscellaneous
10.1 This Agreement constitutes the entire understanding between the Parties with respect to the matters referred to herein. No modifications to this Agreement shall be valid unless reduced to writing and signed by both Parties.
10.2 All notices or other communications hereunder shall be given by email to addressee on signature below.
10.3 This Agreement shall be governed by the laws of the State of Israel, excluding its conflict of law rules, and the courts of Tel-Aviv-Jaffa shall have exclusive jurisdiction over the Parties.
10.4 If any provision of this Agreement will be held by a court of competent jurisdiction to be contrary to any law, the remaining provisions will remain in full force and effect as if said provision never existed.
10.5 No failure or delay on the part of any party hereto in exercising any right shall operate as a waiver thereof.
10.6 Nothing herein shall be deemed to create a partnership or employment relationship between the Parties.
11. Confidentiality
Parties agree that the commercial terms of this agreement are confidential.