Sparker Simplified joint stock company Registered office: 4, Place Amédée Bonnet - 69002 Lyon
SPARKER and the User are hereinafter collectively referred to as the “Parties” or individually a “Party”.
- “Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with a Party. For the purpose of the Agreement, an entity is considered as controlling another when having, directly or indirectly, the majority of the voting rights of that other entity and/or when able to determine, by the voting rights it has, the decisions of that entity.
- “Brand features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each Party, respectively, as secured by such Party from time to time.
- “Intellectual property rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.
- “Legal process” means a data disclosure request made under the law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.
- “Industry member” means any corporate entity which signed the SPARKER Client Master services contract in order to benefit from the services of SPARKER to gain access and connect with startups from the mobility sector, as defined in that contract.
- “Online Services” means all services offered by SPARKER through the use of its online platform.
- “SPARKER” is a company that brings together startups in the mobility sector, investors, and all relevant stakeholders from the automotive aftermarket, on a global scale in the same network, connecting them and operating dedicated services for them.
2. Description of the Online Services
The Online Services available to the user through SPARKER online platform depend on the role of the user in the SPARKER ecosystem as described in the table below.
|Startup Co/Founder||Industry Member employee||Expert or Mentor|
|Login, manage your account, and update your user profile information (example: Name, email, location, social networks, skills…).||X||X||X|
|Manage and maintain your Startup company information up to date and be visible and searchable by Industry Members, investors, and Sparker staff (example information: Name, location, description, website, social network, fields of application, technology, business model…)||X|
|Search for startups matching your interest and strategy using multiple search criteria.||X|
|Select startups to be added to your Portfolio and manage your portfolio.||X|
|Search for Mentors or experts matching your need and criteria and request their services.||X||X|
|Access the list of Sparker events applicable to you. Plan, register for events, and receive updates.||X||X||X|
|Synchronize your Sparker platform calendar with an external calendar and manage your availability slots.||X||X||X|
|Perform coaching sessions between startups and their assigned experts or mentors, take shared notes, share documents, and record assessments against predefined criteria.||X||X||X|
|Communicate important information, between connected stakeholders, by email through the platform, by shared notes.||X||X||X|
|Control and receive in-application notifications and email digest for important information, events, or pending tasks.||X||X||X|
|Price||Free||Included as part of the Master service agreement||Free|
By using the SPARKER platform, you confirm that you chose the Online Services based on your own due diligence and consideration.
Note: Other services which are not purely online and require interactions between the parties are governed by separate contracts.
3. Discontinuance of the Online Services
At our sole discretion, we may discontinue the Online Services for any technical or legal reason at any time without liability to you. In such a case, you will be entitled to receive a prorated refund of any paid subscription fees where applicable.
4. Suspension of the Online Services
Suspension for violation of the Online Services
Suspension to comply with applicable laws
At our sole discretion, we may suspend the provision of the Online Services at any time if required to comply with any applicable law. In such a case, you will be entitled to receive a prorated refund of any paid subscription fees where applicable.
During the course of your use of the Online Services, each Party may receive information relating to the other Party that is marked as confidential or would normally be considered confidential information under the circumstances (hereinafter “Confidential Information”).
Disclosure of Confidential Information
The recipient may disclose the discloser’s Confidential Information:
- In accordance with a legal process; or
- With the discloser’s written consent.
Before the recipient discloses the discloser’s Confidential Information in accordance with a legal process, the recipient will use commercially reasonable efforts to promptly notify the discloser (for example, we will inform you by sending an email to the email address you provided upon registration to the Online Services). The recipient does not need to provide notice before disclosure if the recipient is informed that:
- It is legally prohibited from giving notice; or
- The legal process relates to exceptional circumstances involving danger of death or serious physical injury to any person.
The recipient will comply with the other Party’s reasonable requests opposing disclosure of its Confidential Information.
6. Intellectual property rights & brand features
Intellectual property rights
rights in your data and we own all intellectual property rights in the Online Services.
Display of brand features
Brand features limitation
In connection with your use of the Online Services:
- You may state publicly that you are a SPARKER customer; and
- We may orally state that you are a SPARKER customer and we may include your name or brand features in a list of SPARKER customers in our online or offline promotional materials. Neither Party needs approval if it is using the other Party’s name or brand features in a manner that is substantially similar to a previously approved manner.
8. Obligations of the user
The user agrees to use the Online Services exclusively as defined in section Description of the Online Services.
In using the Services, the Industry member agrees to act in full conformity to any applicable competition regulation and more generally with any applicable law.
9. Termination of the Online Services
Termination for Cause
Either Party may suspend performance or terminate the Agreement if:
- The other Party is in material breach of the Agreement and fails to cure that breach within thirty (30) days after receipt of written notice;
- The other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety (90) days; or
- The other Party is in material breach of the Agreement more than two times notwithstanding any cure of such breaches.
Effects of Termination
If the Agreement terminates or expires, then:
- The rights granted by one Party to the other will cease immediately (except as stated otherwise in this Contract);
- We will provide you with access to, or the ability to export, your data for a commercially reasonable period of time after the effective date of termination or expiry of the Agreement;
- We will delete your data in accordance with the Privacy notice ; and
- Upon request, each Party will promptly use reasonable efforts to return or destroy any remaining Confidential Information of the other Party.
10. Representations and Liability
Except as expressly provided for in the Agreement, to the fullest extent permitted by applicable law:
- Neither Party nor its service providers makes any other warranty and there are no conditions of any kind, whether express, implied, statutory or otherwise, including without limitation warranties or conditions of merchantability, fitness for a particular use and noninfringement;
- Neither SPARKER nor its service providers warrant that operation of the Online Services will be error-free or uninterrupted;
SPARKER provides the Online Services on an "as is" basis only and makes no representations about any functionality, content or information made accessible by or through the Online Services. We disclaim any and all liability and responsibility arising from any reliance placed on such functionality, content or information by any user of our Online Services, or by anyone who may be informed of any of them. Some jurisdictions prohibit the disclaimer of certain warranties or conditions or the limitation of certain types of liability. In such circumstances, to the extent that such prohibitions prohibit any exclusions and limitations in these Terms of Service, such exclusions and limitations will not apply to you.
11. Other legal provisio
Privacy and data protection
When you use the Online Services, we need to collect, use and disclose your personal information (whether previously collected or to be collected), in accordance with and for the purposes identified in the SPARKER Privacy notice, published on SPARKER website (https://sparker-hub.com), as it may be updated from time to time.
In these Terms of Service:
- the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Terms of Service;
- the word “including”, the word “includes” and the phrase “such as”, when following a general statement or term (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto), are not to be construed as limiting, and the word “or” between two or more listed matters does not imply an exclusive relationship between the matters being connected; and
- all references to website addresses or URLs will also include any successor or replacement websites containing substantially similar information as the referenced websites.
Unless specified otherwise herein, any notice, consent, waiver, approval, authorisation or other communication to be delivered in connection with the Agreement:
- by us to you will be deemed to have been effectively and validly given if sent to the email address you provided upon registration to the Online Services;
- by you to us will be deemed to have been effectively and validly given only if in writing and delivered or submitted via the email address email@example.com.
You agree that no joint venture, partnership, fiduciary, employment or agency relationship exists between you and us because of this Contract.
Nothing in the Agreement will limit either Party’s ability to seek equitable relief.
Governing law and Jurisdiction
The Agreement is governed by French law. Any dispute arising out of or relating to the agreement shall be subject to the exclusive jurisdiction of the Courts of France.
Neither Party will be responsible for a failure to fulfil its obligations under the Agreement or for delay in doing so if such failure or delay is due to circumstances unpredictable and beyond its reasonable control, in accordance with applicable law, such as acts of nature, acts of government, war, riots, strikes and accidents in transportation, but excluding a lack of financing, cash or credit.
The Parties agree that this Contract and all documents relating thereto be drawn up in English. In the event of any discrepancies between this Contract and any translation of this Contract, this English version shall prevail.