SPRK, LLC — SERVICES AGREEMENT (CRM & MARKETING)

Governing Law: State of Nevada
Effective Date: The earlier of (a) provisioning of your CRM workspace or (b) your first access/use of any Service.
Parties: This Services Agreement (“Agreement”) is entered into by and between SPRK, LLC, a Nevada limited liability company (“SPRK,” “we,” “our”) and the customer identified on an online signup, order, or invoice (“Client,” “you,” “your”). By clicking “I Agree,” signing an Order, or using the Services, you accept this Agreement.

1. DEFINITIONS

1.1 “Services” means (a) the SPRK CRM (the “CRM”) and (b) SPRK Marketing 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., Facebook Lead 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 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, SPRK will create and manage advertising campaigns, including ad graphics and ad copy, and operate those campaigns in Client’s Facebook Business Manager (or other ad platform accounts) with access you grant. Client is responsible for all third-party ad spend and platform fees charged by those platforms.

3. FEES, FREE TRIAL & BILLING

3.1 7-Day Free Trial (CRM). New CRM clients receive a seven (7) day free trial starting on the Effective Date. If you do not cancel on or before the end of day 7, you authorize SPRK to charge a one-time $99 setup fee and a $149.99 monthly per-user fee (plus applicable taxes) to the payment method on file. Limit: one trial per business entity.

3.2 Recurring Fees & Auto-Recharge. After the trial, monthly CRM fees are billed in advance and renew month-to-month until canceled. Per-user fees apply to each active user seat. If you subscribe to Marketing, its management fees (if any) are billed on a 30-day cadence from your Marketing signup date (see Exhibit A). 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 (for CRM and/or Marketing), you must send written notice to [email protected] at least five (5) business days before your upcoming monthly anniversary (i.e., the 30-day renewal date from signup). Include your business name, CRM workspace name (if applicable), and the billing email. (The trial can be canceled any time before the end of day 7.)

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)

4.1 Guarantee. If SPRK cannot deliver (i) a configured CRM workspace and (ii) at least one active Inbound Lead source capturing Inbound Leads into the CRM within thirty (30) calendar days after you complete all onboarding prerequisites, due solely to factors within SPRK’s reasonable control, SPRK will refund 100% of CRM fees you paid to SPRK (including the $99 setup fee and CRM subscription fees paid) (“Money-Back Guarantee”).

4.2 Client Prerequisites. Within five (5) business days of signup you must: (a) complete onboarding forms; (b) provide required access (e.g., Facebook Business Manager, domains/DNS verification, pixels, integrations, landing pages/templates, payment profiles); (c) approve reasonable ad/account settings and content; and (d) remain responsive for scheduling and approvals.

4.3 Exclusions. The Guarantee does not cover third-party costs (e.g., ad spend), platform rejections/outages, account bans/holds, policy/algorithm changes, legal/compliance review periods, or delays/omissions by Client or third parties.

4.4 Claim Process. Email [email protected] within ten (10) days after the 30-day period with evidence of completed prerequisites and schedule a review call. If approved, SPRK will refund within ten (10) business days to the original payment method.

4.5 Results Disclaimer. Apart from Section 4 (CRM), SPRK makes no guarantees regarding cost per lead, lead quality, lead volume, conversion rates, revenue, or any performance metrics.

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]. To avoid the next Auto-Recharge, your written cancellation must be received ≥5 business days before your next monthly anniversary (see 3.3).

5.3 Termination for Cause. Either party may terminate immediately for material breach if not cured within ten (10) days after written notice. SPRK may suspend the Services for nonpayment or suspected misuse.

5.4 Effect of Termination. Upon termination, CRM access will be disabled. Within thirty (30) days after termination, upon written request, SPRK will make available an export of Client Content in a common format. Thereafter, SPRK may delete Client Content except as required by law. Fees paid are non-refundable except as expressly stated in Section 4 (CRM) 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

7.1 Safeguards. SPRK will implement commercially reasonable administrative, technical, and physical safeguards for the CRM. The CRM is not designed to store PHI or similarly regulated data unless the parties sign a separate written agreement (e.g., a BAA).

7.2 Confidential Information. Each party will protect the other’s non-public information with reasonable care and use it only to perform under this Agreement. Confidentiality survives termination.

8. MARKETING PROGRAM — INCORPORATION BY REFERENCE

All Marketing-specific terms are set forth in Exhibit A (SPRK Marketing Program Terms), which is incorporated into and forms part of this Agreement.

9. PAYMENT AUTHORIZATION; TAXES

9.1 Authorization. You authorize SPRK to charge the payment method on file for all fees when due, including post-trial charges (Section 3.1) and Auto-Recharge renewals (Section 3.2).

9.2 Taxes. Fees exclude taxes; you are responsible for applicable sales, use, VAT, or similar taxes (excluding taxes on SPRK’s income).

10. ACCEPTABLE USE & CLIENT RESPONSIBILITIES

10.1 Prohibited Uses. You will not: (a) share credentials or allow unauthorized access; (b) attempt to bypass security or rate limits; (c) use the Services to send spam or unlawful communications; (d) upload malicious code; (e) infringe third-party rights; or (f) use the Services for illegal, harmful, or discriminatory purposes.

10.2 Compliance. You are responsible for complying with applicable laws and platform rules (e.g., TCPA, CAN-SPAM, telemarketing, insurance advertising, Facebook/Google policies) and for obtaining necessary consents/disclosures.

10.3 Cooperation. You will provide timely approvals, accurate information, and access needed for SPRK to deliver the Services.

11. REPRESENTATIONS; WARRANTIES; DISCLAIMERS

11.1 Mutual. Each party represents it has the authority to enter this Agreement.

11.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 4 (CRM), THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SPRK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SPRK DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OR THIRD-PARTY PLATFORM AVAILABILITY.

12. LIMITATION OF LIABILITY

12.1 No Consequential Damages. Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages (including lost profits/revenue), even if advised of the possibility.

12.2 Cap. Except for your payment obligations or indemnity, each party’s total liability arising out of or related to the Services will not exceed the fees paid by Client to SPRK in the three (3) months preceding the claim. The Money-Back Guarantee in Section 4 is your exclusive monetary remedy for the covered CRM situation.

12.3 Non-Limitable Liability. Nothing limits liability that cannot be limited by law.

13. INDEMNIFICATION

13.1 By Client. You will defend and indemnify SPRK from claims arising out of (a) Client Content, ads, or targeting; (b) your misuse of the Services; or (c) your violation of law or third-party rights.

13.2 By SPRK. SPRK will defend and indemnify Client against third-party claims that the CRM, as provided by SPRK and used per this Agreement, infringes a U.S. copyright or patent, provided you promptly notify SPRK and allow control of the defense. SPRK may modify, replace, or terminate access with a pro-rata refund of prepaid fees if infringement is alleged.

14. CHANGES TO AGREEMENT OR SERVICES

SPRK may update this Agreement or the Services from time to time. We will provide notice of material changes. Continued use after the effective date of changes constitutes acceptance.

15. GOVERNING LAW; VENUE (NEVADA)

This Agreement is governed by the laws of the State of Nevada, without regard to conflicts of laws principles. The parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located 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.