By using any of the site, you expressly agree to be bound by these terms and all applicable laws and regulations governing the site and the Spark platform. These terms form a legally binding agreement between you and Spark and applies to all Spark users of the site who may also be contributors of user-generated content (UGC) posted on the site. You should read these terms carefully and ensure that you understand the effect before proceeding to use the site. If you disagree with any part of these terms, do not use the site or the Spark platform. If you violate these terms, Spark may terminate your use of the site, bar you from future use of the site and/or take appropriate legal action against you. Spark reserves the right to change these terms at any time without notice, effective immediately upon posting on the site. Please check this page of the site periodically. You agree that Spark will treat your use of the site as acceptance of the terms including your continued use subsequent to any changes being posted on the site. If We make any material changes, we will notify you by email.
2. Relationship to other agreements
During the course of your use of the site and the Spark platform, you may choose to agree to be bound by certain other agreements. Nevertheless, the Spark agreement will continue to apply to you for as long as you continue to visit and use the site. However, if it turns out that there is a conflict between the Spark agreement and a later agreement executed by you, the latter agreement to be executed by you shall take precedence.
3. IP licence
When using the site and the Spark platform, if you make use of a feature that allows you to publish any UGC via the site by way of uploading text, comments, links, photos, video or otherwise contributing to publicly accessible areas of the site, you automatically grant:
(a) to Spark, a worldwide, non-exclusive, royalty-free, perpetual, transferable licence (with right to sub-license) to use, record, publish, distribute, prepare derivative works of, display and perform all that UGC, or any part of it, and the intellectual property rights therein, in connection with the provision of the Spark platform services, including without limitation the promotion and redistribution of all or part of your UGC (and derivative works thereof) in any media formats and through any media channels;
(b) to each Spark user, a worldwide, non-exclusive, royalty-free licence to access your UGC through the Spark platform, and to use, reproduce, distribute, prepare derivative works of, display and perform such UGC ONLY to the extent permitted by the functionality of the Spark platform.
‘Publicly accessible’ areas of the site are intended by Spark to be available to all Spark members of the site as well as Spark (save for that UGC which can be accessed indirectly via the world-wide web search engines), however, only limited functionality may be available to those who have either not undergone verification and/ or registration on the site by way of becoming a Spark member. For example, a Spark visitor will not be verified or registered and will therefore be able to view a pitch summary box but will be unable to access a detailed pitch by way of a full Spark listing or the Spark discussion board.
Unless terminated (or suspended) for reasons such as those set out herein or in the Spark agreement or unless Spark is no longer providing the Spark platform services to you, the above IP licences granted by you terminate when you remove or delete all of your UGC or cancel your Spark membership. You must contact Spark by email to firstname.lastname@example.org to request removal or deletion of UGC or cancellation of your Spark membership.
Spark does not guarantee any confidentiality with respect to UGC and you understand and agree that you are solely responsible for your own UGC and the consequences of posting or publishing it. Spark does not claim ownership of the UGC you submit or make available for inclusion on the site. You retain all of your ownership rights in your UGC but you grant the limited IP licences set out above.
4. Spark content on the site
With the exception of UGC submitted to the site by you, all other content and the selection and arrangement of such content on the site constitutes Spark content and is either owned by, or licensed to, Spark and is subject to copyright, trade mark rights, and other intellectual property rights of Spark and licensors of Spark. Such Spark content is protected by Irish copyright laws and international laws. Any third-party trade or service marks present on Spark content not uploaded or posted by you are trade or service marks of their respective owners. Such Spark content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of Spark or, where applicable, the licensors of Spark. Spark and/ or its licensors reserve all rights not expressly granted in and to their Spark content.
5. User content on the site
We will terminate the privileges of any Spark user who uses this site to unlawfully transmit copyrighted material without a licence, express consent, valid defence or fair use exemption to do so. In particular, Spark members who submit UGC to this site must ensure that the UGC they upload does not infringe the copyrights or other rights of third parties (such as privacy or public rights). After proper notification by the copyright holder or its agent to us, and confirmation through court order or admission by the Spark member that they have used this site as an instrument of unlawful infringement, we will terminate the infringing Spark membership rights to use and/or access this site. We may, also in our sole discretion, decide to terminate a Spark member’s right to use or access the site prior to that time if we believe that the alleged infringement has occurred.
6. Links to other websites
This site may contain links to other websites. Unless we expressly say otherwise, you should assume that these other websites are not under the control of Spark or our affiliates. We assume no responsibility for the content of such websites, and we disclaim liability for any and all forms of loss or damage arising out of the use of them. Additionally, even if we include a link to another website on this site, that does not mean that we endorse that other website or in any way recommend that you should use it.
7. General restrictions on use
Subject to the following express restrictions, Spark grants you permission to access and use the site and the Spark platform services. You may view site pages, download site pages (for caching purposes only) and print site pages (excluding site images) and retain a copy of the same solely for your own personal, non-commercial use. You agree that your failure to adhere to any of these restrictions shall constitute a breach of these terms on your part. You agree:
(a) not to sell, license, rent, distribute or otherwise exploit any UGC or Spark content for any other purposes without the prior written consent of Spark or the respective licensors of the UGC or the Spark content;
(b) not to post, frame, deep link, publish, reverse engineer or modify or make any derivative works of any part of the site or the Spark platform services, including but not limited to any UGC or Spark content, in any medium without Spark’s prior written authorisation, unless Spark makes available the means for such activity through the functionality offered by the Spark platform;
(c) not to establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists;
(d) not to establish a link to our site in any website that is not owned by you;
(e) not to alter or modify any part of the site or any of the Spark platform services or use the same in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
(f) not to access UGC or Spark content through any technology or means other than the site itself or such other means as Spark may explicitly designate for this purpose;
(g) not to access or attempt to use the Spark login of other Spark members or penetrate or attempt to penetrate the Spark security measures;
(h) not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the site or the Spark platform services or features that (i) prevent or restrict use or copying of UGC or Spark content; or, (ii) enforce limitations on the use of the Spark platform services or the accessible UGC or Spark content.
(i) not to use any area of the site or the Spark platform services for any commercial purposes other than to list pitches and invest in pitches. You must obtain our prior written consent to make commercial offers of any kind, whether by advertising, marketing, solicitations, links, or any other form of communication. We will investigate and take appropriate legal action against anyone who breaches this provision, including without limitation, removing the offending communication from the site and barring anyone breaching this provision from future use of the site and the Spark platform services. We reserve the right to block access to this site with respect to any Spark user who is known or reasonably believed tobe (or is associated with any person who is known or reasonably believed to be) acting unlawfully, or breaching these terms, or infringing the Spark rights. Breaching any terms on the site will be deemed to be a breach of these terms.
(j) not to use the site to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, viruses, trojans, worms, keystroke logger, rootkit, logic bombs or other material which is malicious or technologically harmful;
(k) not to attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site;
(l) not to conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to any Spark user of the site or the Spark platform services;
(m) not attack our site via a denial-of-service attack or a distributed denial-of service attack.
By breaching certain provisions above, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately. You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software.
8. Prohibited content
The following is a partial list of contents which is illegal or prohibited on the site. You agree that you will not submit any UGC to the site (or via the site) or in any way connected with the site, that:
(a) is patently offensive to the online community, such that it promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
(b) could be harmful to minors or vulnerable adults;
(c) could be seen to incite abusive behaviour to another person or harasses or advocates harassment of another person;
(d) involves the transmission of “junk mail”, “chain letters”, or unsolicited mass mailing or “spamming”;
(e) promotes information that you know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;
(f) promotes an illegal or unauthorised copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices;
(g) contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
(h) displays pornographic or sexually explicit material of any kind;
(i) provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal data (as defined in the Data Protection (Amendment) Act 2003) from anyone under 18;
(j) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
(k) solicits passwords or personal identifying information for commercial or unlawful purposes from other Spark members; and,
(l) engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising and pyramid schemes.
9. Availability and security of the site
Spark does not warrant the validity and accuracy of information on the site or the Spark platform services or that the site is kept up-to-date. The site and its content and the Spark platform services are delivered on an “as-is” and “as-available” basis. Spark shall use reasonable endeavours to ensure that the site, the Spark platform services and any information it holds on you are kept secure. However, due to the nature of the internet, Spark does not represent or warrant to you that:
(a) Your use of the site and/ or the Spark platform services will be uninterrupted, timely, secure or free from error at all times, nor that it will provide specific results from use of the site or any content, search or link on it;
(b) Your use of the Spark platform services will meet your requirements;
(c) any information obtained or downloaded by you as a result of your use of the Spark platform services will be accurate, reliable or free of viruses or contamination or destructive features;
(d) Your shared UGC will not be used by a third party in various ways;
(e) there will not be any defects in the operation or functionality of any software provided to you as part of the Spark platform services; and,
(f) those who intentionally attempt to and/or gain unauthorised access to the same by means such as, without limitation, computer hacking will not be successful.
10. Suspension and termination
10.1 You acknowledge that Spark has no obligation to monitor any UGC provided by Spark members. You further understand and agree that in Spark’ sole discretion, and without prior notice, Spark may terminate its licence with you and may therefore choose to suspend or terminate your access to the site and the Spark platform services at any time or exercise any other remedy available and modify or delete any unauthorised UGC, if Spark believes that the UGC you provided has violated or is inconsistent with these terms or has violated the rights of Spark or a Spark user. Notwithstanding this, you are solely responsible for, and bear the legal risk associated with such UGC anywhere in the world.
10.2 Spark may release Spark user information about you if required by law or subpoena, or if the information is necessary or appropriate to release to deal with an unlawful or harmful activity.
10.3 You agree that monetary damages may not provide a sufficient remedy to Spark for violations of these terms and you consent to injunctive or other equitable relief for such violations.
10.4 You acknowledge and agree that to improve the site and/ or the Spark platform services, Spark may stop (permanently or temporarily) providing the Spark platform services (or any features within the Spark platform services) to you generally at Spark’s sole discretion, without prior notice to you.
11. Spark member warranties
You represent and warrant that:
(a) You have (and will continue to have whilst the UGC remains posted on the site) all necessary licences, rights, consents, and permissions which are required to enable Spark to use or display your UGC in the manner contemplated by these terms;
(b) You are happy to share your UGC with Spark members as the case may be who access and/ or register on the site where applicable;
(c) You will not post nor upload any UGC which contains material which is unlawful for you to possess, or which it would be unlawful for Spark to use or possess in connection with the provision of the Spark platform services; and,
the UGC that you submit to Spark will not contain any third-party copyright material, or material that is subject to other third party proprietary rights (including rights of privacy or rights of publicity), unless you have a formal licence or permission from the rightful owner, or are otherwise legally entitled, to post the material in question and to grant Spark the IP licence referred to in Paragraph 3 above.
12.1 Nothing in this paragraph shall exclude or restrict liability for:
(a) fraudulent misrepresentations;
(b) any liability where the law does not permit such exclusion of liability; and,
(c) death or personal injury arising from negligence.
12.2 Spark shall not be in breach of any of its obligations under these terms which arise or occur due to the act, omission, default of you or your failure to comply with any of your obligations.
12.3 Subject to Paragraph 12.1, Spark shall not be liable to you in contract, tort (including negligence) or otherwise for any consequential, special or incidental loss or damage (whether direct or indirect) or, anticipated profits, business, data, opportunity, revenue, goodwill, or reputation suffered by you arising from your use of the site and/ or the Spark platform services or, any loss or damage which may be incurred by you as a result of:
(a) any breach by you of these terms or breach of warranty by you or the acts or omissions of you including your use of, or inability to use, the site and/ or the Spark platform services;
(b) any reliance placed by you on the completeness, accuracy or existence of any UGC (including Spark listings) or Spark content;
(c) any changes which Spark may make to the Spark platform services, or for any permanent or temporary cessation in the provision of the Spark platform services (or any features within the Spark platform services);
(d) the deletion of, corruption of, or failure to store, any UGC and other communications data maintained or transmitted by or through your use of the Spark platform services;
(e) the availability of third party sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources; and,
(f) the acts, omissions and conduct of any Spark users in connection with or otherwise related to your use of the site and/ or the Spark platform services.
12.4 The limitations on Spark’s liability to you in this paragraph shall apply whether or not Spark has been advised of, or should have been aware of, the possibility of any such losses arising.
12.5 Different limitations and exclusions of liability will apply to liability arising from the Spark investment process per se and any transaction that may ensue which is set out in the relevant agreements.
12.6 Except as expressly set out in these terms, Spark gives no warranties and excludes all other express or implied terms, conditions and warranties including also any implied warranties of merchantability and fitness for a particular purpose to the fullest extent permitted by law.
These terms shall be personal to you and you may not assign, transfer, sublet, lease or delegate all or any of your rights and obligations, without the prior written consent of Spark. Spark reserves the right to assign or transfer all or any of its rights and obligations under these terms to any companies in the same group as Spark or other third party. In the event of assignment or transfer, notification will either be given to you by e-mail or posted on the site.
In the event that any of these provisions are found to be unlawful, invalid or otherwise unenforceable, that provision is to be deemed severed from these terms and shall not affect the validity and enforceability of the remaining terms.
15. No Waiver
In the event that either you or we fail to exercise any right or remedy contained in these terms, that does not mean you or we (as applicable) have waived that right or remedy and so shall not be construed as a waiver.
If you wish to communicate with us about anything related to these terms, you may do so by sending an e-mail found here.
17. Choice of Law
These terms and the relationship between you and Spark created by it, shall be governed by and construed in accordance with the laws of Ireland.
You agree to submit to the exclusive jurisdiction of the courts of Ireland. This means that if you want to bring a legal action against us, or we want to bring a legal action against you, it must be done in one of these courts.
“Spark” is a registered trade mark.