Sparker is a 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”.
“SPARKER” is specialized in the sector of business support activities with a focus on sustainable mobility innovation at a global level. As such, it brings together in a digitally connected ecosystem that is continuously built up, a wide community of stakeholders ranging from mobility startups to companies from the mobility sector, investors and solid experts or mentor competences to stimulate innovation, enable real-time connections and business growth opportunities.
“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, governmental regulatory or other valid legal authority, legal procedure, or similar process.
“Corporate client” 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 SparkerHub.
2. Description of the Online Services
SparkerHub offers varying service levels tailored to different user types, as outlined below.
Corporate client user
Expert / Mentor user
|Login, manage your account, and update your user profile information (example: Name, email, location, social networks, skills, language…)
|Maintain your public profile and services offered visible by other users.
|Manage and maintain your Startup company information up to date and be visible and searchable by Corporate client, investors, and Sparker staff (example information: Name, location, description, website, social network, fields of application, technology, business model…)
|Search for startups matching your interest and strategy using multiple search criteria. Favorite your startups of interest, take private notes and make contact with startup founders.
|Search for experts or mentors matching your need and criteria and place requests for services through Sparker..
|Access the list of Sparker startup challenges applicable to you and receive updates. Startups may apply to challenges.
|Communicate important information, between connected stakeholders, by email through the platform.
|Receive in-application notifications and email digest for important information, challenges or events.
By using the SPARKER platform, you confirm that you chose the Online Services based on your own due diligence and consideration.
3. Security and availability
SPARKER shall implement reasonable administrative, physical, and technical safeguards to protect the security of SparkerHub content. In addition, while it is your responsibility to back up your content, SPARKER shall, at your reasonable request, provide commercially reasonable assistance in recovery efforts.
From time to time, SparkerHub may be inaccessible or inoperable for any reason, including, but not limited to, equipment malfunctions, periodic maintenance, repairs or replacements undertaken by SPARKER, or causes beyond SPARKER's control or that are not reasonably foreseeable, including, but not limited to, the interruption or failure of telecommunications or digital transmission links, hostile network attacks, network congestion or other failures.
4. 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.
5. 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 at the time of disclosure or that reasonably would be understood to be confidential given the circumstances of disclosure (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.
7. Intellectual property rights and brand features
Intellectual property rights
SPARKER is the owner or licensee of all Intellectual Property Rights in relation to SPARKER Platform and SPARKER Services, made available to the Client by or on behalf of SPARKER (hereinafter the "SPARKER Intellectual Property"). Modifications and enhancements to SPARKER Intellectual Property shall be treated as SPARKER Intellectual Property. Except as expressly set out in this Agreement, SPARKER does not grant to the Client any rights to or licenses in respect of SPARKER Platform and SPARKER Services.
The Client owns all intellectual property rights in its data.
Publicity and display of brand features
You may state publicly that you are a SPARKER customer.
Brand features limitation
8. Obligations of the user
In using the Services, the Client agrees to act in full conformity to any applicable competition regulation and more generally with any applicable law. The user agrees to use the Online Services exclusively as defined in section Description of the Online Services.
In using the Services, the user agrees to act in full conformity to any applicable competition regulation and more generally with any applicable law.
The user shall not,
- copy, modify, decompile, reverse engineer, or attempt to discover the source code of SPARKER Platform, or permit or authorize a third party to do so;
- sell, resell, license, sublicense, distribute, lease, or otherwise provide access to SPARKER Platform to any third party;
- use SPARKER Platform to develop or offer a service made available to any third party that could reasonably be seen to serve as a substitute for such third party’s possible purchase of any SPARKER product or service.
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 provisions
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 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
This Agreement shall be governed by and construed in accordance with French substantive law, without reference to its conflict of laws provisions. 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 fulfill 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.