Sunday, December 8, 2024

Terms and Conditions of Service

Welcome to Sparkle!

Our mission is to foster positive recognition among people, creating a better work culture without compromising your personal data or privacy.

Effective Date: Monday, December 9, 2024

These Terms of Service (“Terms”) govern access to and use of the Sparkle software and services. If you are agreeing to these Terms on behalf of an organization, you represent that you have authority to bind that organization. “Customer,” “you,” or “your” means the organization or person that signs up for the Services. “Sparkle,” “we,” or “us” means Sparkle, Inc.

1. Definitions

  • Application / Services: The Sparkle software, websites, and related services, including integrations (e.g., Slack) and any documentation we provide.
  • Organization: A workspace or account administered by an Organization Administrator.
  • Administrator: A User designated by Customer to configure the Services, manage Users and permissions, and act on Customer’s behalf.
  • User: An individual authorized by Customer to use the Services.
  • Customer Data: Content and data that Customer or its Users submit to or through the Services (e.g., recognition messages, usernames, channel IDs, interaction logs).
  • Personal Data: Information relating to an identified or identifiable natural person contained in Customer Data.
  • Third-Party Platform: A service not provided by Sparkle that Customer chooses to connect to the Services (e.g., Slack, HRIS, rewards providers).
  • Documentation: User guides, specs, and other materials we make available.

2. Agreement to Terms

By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

3. Eligibility

You must be at least the age of digital consent in your jurisdiction (13–16) or have valid authorization from a parent, guardian, or employer. If you are accepting on behalf of an Organization, you warrant you have authority to bind that Organization.

4. Accounts and Administrators

Customer is responsible for (a) configuring the Organization, (b) maintaining the confidentiality of credentials, (c) all activity under its accounts, and (d) ensuring Users comply with these Terms. Customer controls seat provisioning and deprovisioning.

5. Customer Data; Privacy and Security

5.1 Ownership and License

Customer retains all rights in Customer Data. Customer grants Sparkle a non-exclusive, worldwide, royalty-free license to host, process, transmit, and display Customer Data solely to provide, maintain, secure, and improve the Services, and to prevent or address service, security, and support issues.

5.2 De-identified and Aggregate Data

Sparkle may generate and use de-identified or aggregated data (not identifying Customer or any individual) for Service improvement, analytics, and benchmarking.

5.3 Roles; DPA; Subprocessors

For Customer organizations, Customer is the controller and Sparkle is the processor of Customer Data. The parties’ data processing obligations are set out in the Data Processing Addendum (DPA), incorporated by reference. Sparkle uses subprocessors to deliver the Services; an up-to-date list is available at **https://www.heysparkle.co/legal/subprocessors**.

5.4 Security

Sparkle implements industry-standard technical and organizational measures, including encryption in transit and at rest, access controls, and vulnerability management. Sparkle maintains an incident response process and will notify Customer without undue delay of a security incident affecting Customer Data, consistent with applicable law.

5.5 Data Access, Export, and Deletion

Administrators may request export of Customer Data at any time. Upon written request from an Administrator, Sparkle will delete Organization data from active systems within 30 days and from backups within 90 days (subject to standard backup rotation). Certain minimal records (e.g., invoices, audit logs) may be retained as required by law.

5.6 Privacy Policy

Additional details on our data practices are described in our Privacy Policy, incorporated by reference.

6. Acceptable Use Policy (AUP)

You and your Users may not:

  • Violate laws or rights of others; upload illegal, infringing, deceptive, or harmful content.
  • Harass, threaten, or promote violence or hate.
  • Attempt to bypass security or rate limits; probe, scan, or test the vulnerability of systems.
  • Reverse engineer, decompile, or derive source code (except to the extent such restriction is prohibited by law).
  • Use bots or scraping to access the Services without written permission.
  • Transmit malware, ransomware, or unauthorized automated traffic.

Sparkle may suspend or throttle accounts for AUP violations to protect the Services and other users, and will notify Administrators when practicable.

7. Third-Party Platforms and Integrations

Customer may enable the Services to access Third-Party Platforms via Customer-granted permissions (e.g., OAuth tokens and scopes). Sparkle is not responsible for outages, data handling, or changes introduced by Third-Party Platforms. Use of Third-Party Platforms is governed by their terms.

8. Intellectual Property; License to the Services

Except for Customer Data, all rights in the Services and Documentation are owned by Sparkle and its licensors. Subject to these Terms, Sparkle grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the subscription term.

9. Feedback

If you provide suggestions or ideas (“Feedback”), you grant Sparkle a perpetual, irrevocable, worldwide, royalty-free license to use the Feedback without restriction or attribution.

10. Marketing and Publicity

Unless otherwise agreed in writing, Sparkle may use Customer’s name and logo to identify Customer as a Sparkle customer on our website, presentations, and marketing materials. Upon written opt-out, Sparkle will cease future use within a commercially reasonable period; existing historical or printed materials need not be recalled.

11. Plans, Trials, Billing, and Taxes

11.1 Plans

  • Free Plan: Free forever; unlimited peer-to-peer recognitions and core features.
  • Plus Plan: Advanced features at USD 2 per user/month (billed annually) or USD 3 per user/month (billed monthly).
  • Pro Plan: Custom pricing for advanced integrations, larger deployments, or premium support.

11.2 Trials

Paid plans include a 30-day free trial. One trial per Organization. Unless canceled before the trial ends, billing begins automatically at the selected plan.

11.3 Seats, True-Up, and Proration

A “Seat” is a provisioned User with paid access. Seat increases are billed pro-rata for the remainder of the current billing cycle (monthly or annual). Seat decreases take effect at the next renewal unless otherwise stated in an Order Form.

11.4 Billing; Renewals; Price Changes

Subscriptions renew automatically at the end of each billing cycle unless canceled. Sparkle may change prices or plan features with at least 30 days’ notice, effective for the next billing cycle.

11.5 Taxes and Late Payments

Fees are exclusive of taxes. Customer is responsible for applicable taxes, except taxes based on Sparkle’s income. Overdue amounts may incur late fees or result in suspension after prior notice and a reasonable cure period.

11.6 Refunds

Fees are non-refundable except where required by law.

12. Cancellation and Termination

12.1 By Customer

  • No-Renewal: Cancel renewal at the end of the current billing period; access continues until that date. Charges may still occur if new Seats are added before expiration.
  • Immediate Cancellation: Customer may request immediate termination via Sparkle support. Paid features are disabled immediately, no new charges accrue, and any amounts already due remain payable.

12.2 By Sparkle

Sparkle may suspend or terminate the Services if: (a) fees remain unpaid after notice and a 15-day cure period; (b) there is a material breach of these Terms; or (c) required by law or court/authority order. Sparkle will use commercially reasonable efforts to notify Administrators.

12.3 Effect of Termination

Upon termination, Customer’s right to use the Services ceases. For 30 days after termination, Sparkle will make Customer Data export available upon request (unless legally prohibited). Thereafter, deletion will proceed per Section 5.5.

13. Service Availability; Changes to Services

The Services are provided on a commercially reasonable efforts basis and may evolve over time. Sparkle may introduce, modify, or discontinue features; material changes that significantly reduce core functionality for your plan will be communicated with reasonable notice.

14. Confidentiality

Each party may access the other’s Confidential Information. The receiving party will use the same degree of care it uses to protect its own confidential information (and at least reasonable care), use it only for purposes of these Terms, and not disclose it except to personnel and subprocessors under appropriate obligations.

15. Indemnification

15.1 By Customer

Customer will defend and indemnify Sparkle and its affiliates against third-party claims arising from (a) Customer Data or content submitted by Users; (b) use of the Services in violation of the AUP or law; or (c) use in combination with non-Sparkle products where the claim would not arise but for such combination.

15.2 By Sparkle (IP)

Sparkle will defend and indemnify Customer against third-party claims that the Services, as provided by Sparkle, infringe a U.S. patent, copyright, or trade secret, and will pay damages and reasonable attorneys’ fees finally awarded, provided Customer promptly notifies Sparkle and cooperates in the defense.

Remedies: If the Services are alleged to infringe, Sparkle may (a) procure the right to continue use, (b) modify or replace the Services to be non-infringing, or (c) terminate the impacted portion and issue a pro-rata refund for unused prepaid fees.

Exclusions: Sparkle has no obligations for claims arising from (i) Customer Data, (ii) combinations with items not provided by Sparkle, or (iii) unauthorized or non-current versions.

16. Disclaimers

Except as expressly stated, the Services and Documentation are provided “as is” and “as available.” Sparkle disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Beta and pre-release features are provided without warranties and are excluded from any service commitments.

17. Limitation of Liability

To the fullest extent permitted by law:

(a) Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenues, data, or business interruption.

(b) Each party’s total liability arising out of or relating to the Services is limited to the fees paid by Customer to Sparkle in the twelve (12) months before the event giving rise to liability.

Carve-outs: The above limits do not apply to (i) a party’s willful misconduct or gross negligence, (ii) breach of confidentiality obligations, or (iii) Customer’s payment obligations.

18. Dispute Resolution; Governing Law

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for any dispute not subject to arbitration (if an arbitration agreement is executed). Each party waives any objection to venue or forum non conveniens.

19. Export and Sanctions Compliance

Customer represents it is not located in, and will not permit Users to access the Services from, embargoed or sanctioned jurisdictions and is not on any U.S. government denied-party list.

20. High-Risk Use

The Services are not designed for use in life-support systems, nuclear facilities, air traffic control, or other high-risk activities where failure could lead to death, personal injury, or severe environmental damage.

21. Beta / Pre-Release Features

Sparkle may offer beta or pre-release features at its discretion. Such features may be changed, suspended, or discontinued at any time and are provided as is without commitments or obligations.

22. Changes to These Terms

Sparkle may update these Terms from time to time. For material changes, Sparkle will provide at least 30 days’ notice via the Services or email. If Customer materially objects and is mid-term on a paid plan, Customer may terminate before the effective date of the change; continued use after the effective date constitutes acceptance.

23. Miscellaneous

Force Majeure. Neither party is liable for delays or failures due to events beyond reasonable control.

Assignment. Either party may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets; otherwise, assignment requires consent (not unreasonably withheld).

Order of Precedence. If there is a conflict, an executed Order Form, the DPA, or an SLA (if any) will control over these Terms.

Severability. If any provision is unenforceable, the remainder stays in effect.

Waiver. Failure to enforce any provision is not a waiver.

Entire Agreement. These Terms (plus documents incorporated by reference) are the entire agreement between the parties regarding the Services.

Notices. Legal notices must be in writing and sent to the contacts on file or to legal@heysparkle.co; notices to Customer may be sent to the Administrator’s email or via in-product messaging.

24. Contact

Questions about these Terms or your data?