Revised: September 9, 2021
Welcome to SparkOffer! This website and any other affiliated websites (the “Site”) are owned and operated by Auction.com Offer, LLC, a Delaware limited liability company (“SparkOffer”, “us,” “our,” or “we”). These User Terms of Service (together with all policies, additional terms posted on and in our Site or referenced herein, the “Terms”) and the applications, tools and services (collectively, the "Services") form the agreement that governs your use of and access to our Services. Please read these Terms carefully before you use or access this Site or our Services. By using or accessing the Site, you accept and agree to be bound by and to abide by these Terms. If you do not agree to these Terms, you must not access or use the Site or our Services. In these Terms, you may be referred to as “User,” “you” or “your.”
SparkOffer operates an online platform that connects sellers and buyers of real property (each, a “Property”), and assists sellers to provide information regarding the sale of their Properties to prospective buyers, but SparkOffer is not an auctioneer. It is also not a real estate broker. Rather, SparkOffer provides the Services and this Site solely as a platform for sellers and buyers to connect for the purpose of entering into transactions to buy and sell real property through our online portal using our proprietary software. SparkOffer does not own or sell any Property listed on the Site and is not a party or principal to any purchase or sale transaction. Any contract for sale upon the successful completion of an Event (as described below) will be solely between the Seller and the buyer and those parties will determine the terms and conditions of any sale. Any information, guidance, or advice that we provide to you as part of our Services is made available solely for general information purposes and you may decide to follow it or not. We have no control over and do not guarantee the condition, character, feasibility, or value of any Property; the terms of any sale; the truth, completeness or accuracy of User Content or Property listing information; the ability of Sellers to sell a Property; the ability of buyers to purchase a Property; or that a User will actually complete a transaction. By using our Services, you acquire no exclusive rights whatsoever, including but not limited the right to sell any particular type of property or within any geographic area. Any qualifying User may use our Services and multiple Events (even for similar properties) may be conducted at any time or at the same time.
Your Access to the Services
As a condition of your right to access and use our Services or the Site, you represent that you are of legal age to enter into a binding contract and that you are not a person barred from accessing the Services under the laws of the United States or any other country. You may access our Services solely for your personal, non-commercial use. SparkOffer reserves the right to terminate your access if you violate these Terms or any other SparkOffer agreement, rules or guidelines. YOU ARE ENTIRELY RESPONSIBLE FOR ALL ACTIVITIES CONDUCTED IN CONNECTION WITH THE USE OF THE SERVICES ON YOUR DEVICE(S) OR UNDER YOUR ACCOUNT.
SparkOffer is based in Massachusetts in the United States of America. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. All Users are responsible for ensuring that their use of the Site and the Services complies with all applicable laws.
NOT AN OFFER TO SELL OR SOLICITATION
Any information on the Site or any other website, in any brochure, email or postcard and any and all information available regarding any Property shall not constitute an offer to sell or a solicitation of any offer to buy any Property by SparkOffer. In addition, and without limiting the foregoing, any website, advertisement or statement shall not constitute an offer to sell Property or a solicitation of any offer to buy in any state in which such offer, solicitation, or Event would be unlawful. Offers made at the Event are void where prohibited by law.
To be eligible to participate in the sale of any real property on the Site (each, an “Event”), either as a Seller or a Buyer, you must first register with SparkOffer.
To offer to sell your Property on the Site using our Services, you must agree to be bound to these Terms. In addition to its other Services, Seller may engage SparkOffer to assist Seller and its listing agent to disseminate information regarding the sale of the Property through its Site for a period to be determined by the Parties in Seller's Registration Form (the “Term”).
To offer to purchase property on the Site using our Services, you must agree to be bound to these Terms and complete the Buyer Registration form for your particular Event on SparkOffer. Please note that any offer you submit during an Event is conditioned upon Seller's acceptance, in its sole and absolute discretion, even if the offer exceeds any applicable minimum price set by the Seller or its Agent.
From time to time, SparkOffer makes portions of the Site available to third parties, like real estate agents or brokers (“Agents”), for their use in listing properties for sale and soliciting offers on such properties (“Microsites”). SparkOffer is not affiliated with such Agents in any manner, and by allowing them to operate Microsites on the Site, it is not endorsing the Agents, their properties or their services and it makes no representation or warranty with respect to any content contained in any Microsite including but not limited to the accuracy or completeness of any such content. SparkOffer shall have no liability whatsoever in connection with any Agent Microsites or for any loss or damage that may arise from your use of them, and you agree to look solely to the Agents with respect to any issues associated with your use of their Microsites.
User Representations and Warranties
Each User (either a Seller or Buyer or Agent, as appropriate) represents, warrants and acknowledges that:
1. Seller has the authority to sell the Property and that no third-party approval or permission is required to sell the Property using our Services.
2. Each User will cooperate with SparkOffer in all ways consistent with these Terms.
3. Seller has good, marketable, and insurable fee simple title (or the equivalent) to the Property. Seller can convey good, marketable and insurable title to a buyer of the Property by typical warranty deed if the Property is sold. At closing the Property will be free and clear of all monetary liens, claims and/or encumbrances of any nature.
4. The sale of the Property is not a “short sale,” meaning that the minimum price set by the Seller or the Agent is sufficient to cover all monetary liens, obligations, taxes and closing costs related to the sale of the Property. If it is a short sale, Seller represents that its lender has consented to the sale of the Property and that Seller has the ability to cover all liens, obligations, taxes and closing costs if the Property is sold.
5. If the Property is sold, prior to closing Seller shall remove or clear any title defects and other monetary liens if they may impact a sale of the Property. Seller will not allow the Property to become subject to any mortgages, liens or encumbrances that are not disclosed to prospective buyers on the Site and will remain current on all payment obligations under any existing mortgages against the Property.
6. You have the capacity and financial wherewithal to consummate any sale transaction pursuant to the terms of any applicable purchase and sale contract.
7. At all relevant times, Seller has and shall maintain adequate property insurance covering the Property and liability insurance covering bodily injury and property damage insurance pertaining to the Property.
8. These Terms and each User's obligations hereunder do not conflict with any other agreement to which such User is a party; and Seller has not granted any option or right to purchase the Property.
9. Seller is solely obligated to pay any real estate agent commissions due in connection with the sale of the Property.
10. All information regarding the Property provided to SparkOffer by Seller and its Agents and representatives is accurate and complete.
11. SparkOffer is not performing any auctioneering or real estate brokerage services or acting as your real estate broker or agent in any capacity in connection with your efforts to sell the Property. YOU ARE ADVISED TO SEEK ADVICE FROM LEGAL COUNSEL OR A REAL ESTATE BROKER LICENSED IN THE STATE WHERE THE PROPERTY IS LOCATED. ANY PURCHASE AND SALE AGREEMENT ENTERED INTO WITH RESPECT TO THE PROPERTY HAS IMPORTANT LEGAL CONSEQUENCES. SparkOffer IS NOT PROVIDING ANY LEGAL, FINANCIAL, TAX OR REAL ESTATE ADVICE OR COUNSEL.
12. There is no guarantee that the Property will be sold, that any registered User will make an offer, that a buyer or seller will perform its obligations or that Seller will receive any specific amount or sale price for the Property.
13. You have not received from SparkOffer or any of its employees or representatives, and you are not relying on, any representations, warranties or guarantees as to the Event or the Property, express or implied any such statements are opinions only and should not be construed promises or guarantees about the outcome of the Event or the condition, character, feasibility or value of the Property, including but not limited to information made available on-line at the Site, in our advertising, or provided or made available by SparkOffer, or its affiliates, agents, officers, employees or representatives; no employee or agent of SparkOffer has authority to add to or vary these Terms or make any representation, warranty or guaranty concerning the Site, the Services, an Event or a Property.
14. SparkOffer shall have no responsibility whatsoever for any act associated with the brokerage, closing, escrow, title or consummation of any sale of the Property. Users and/or their third-party agents are solely responsible for such acts and SparkOffer is not affiliated with, and does not endorse, any such third parties.
15. SparkOffer expressly disclaims all warranties of any kind, whether express, implied or statutory, including but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, related to its Site and its Services.
16. Seller and Agents are solely responsible for the accuracy and completeness of the information about any Property provided to SparkOffer or contained in a Microsite, and Users expressly release SparkOffer, its officers, directors, managers, members, employees, attorneys, agents, successors and assigns from any liability, claim, loss or damages arising out of or in connection with or related to information disseminated in connection with the sale of the Property. SparkOffer may use any information conveyed by Seller, its Agents or any prospective buyer in connection with the Event and its Services.
17. Agents operating Microsites are duly licensed in good standing in all applicable jurisdictions and have complied with all applicable laws.
Offer Submission Process
Each Property in an Event may have a minimum price that is determined by the Seller or its Agent, meaning that the Property cannot sell below that minimum price, which may or may not be disclosed to buyers. Please note that Seller is not obligated to sell the Property to the person who submitted the highest offer even if the offer equals or exceeds the minimum price; and Seller reserves the right to accept an offer that may not be the highest offer at the Event for any reason, including if the terms of that offer are more favorable as determined by Seller in its discretion (for example, without limitation, an all cash offer with a short close versus an offer with a financing contingency and a longer closing period).
Seller may not collude with any buyer, or make an offer, instruct, or permit any other person to make an offer to purchase the Property on Seller's behalf at an Event. In the event of any dispute among buyers, or in the event of doubt on the part of SparkOffer as to the validity of any offer, Seller will have the final discretion to determine the winning or highest offer, to cancel or reschedule the Event, or to re-offer the subject Property for sale.
We cannot guarantee the continuous operation of or access to our Services or the Site. Updates and other notification functionality in SparkOffer's applications may not occur in real time. Such functionality is subject to delays and other issues beyond our control.SparkOffer is not responsible for any errors or omissions in connection with online activities such as the submission of offers, including, without limitation, poor connections, Internet or power outages, poor reception, etc.
Technology Fee; Payment Terms; Late Fee
If an Event results in a sale of a Property, the Seller or its Agent shall pay to SparkOffer a technology fee equal to a percentage of the gross sale price for the Property, unless otherwise provided on the web page for the particular Event or any Microsite. The Technology Fee is not a real estate commission and shall be fully earned upon completion of the Event and due and payable within two business days following the completion of the Event. A sale shall be defined as the voluntary transfer or exchange of any interest in the Property or the voluntary creation of the obligation to convey any interest in the Property that is the substantial equivalent of a sale, including but not limited to a long-term lease. It also includes an agreement to transfer any ownership interest in an entity or trust which owns the Property. Applicable fees will be disclosed on the web page for the particular Event.
If Seller has engaged SparkOffer to assist Seller and its listing agent in disseminating information regarding the sale of the Property for sale through its Site, Seller shall pay to SparkOffer an additional Technology Fee equal to a percentage of the gross sale price for the Property. This additional Technology Fee is not a real estate commission and shall be fully earned and payable upon the closing of the “sale” of the Property (as defined above) pursuant to a purchase and sale contract executed within the Term.
You must have a payment method on file with us to pay the Technology Fee. If your payment method fails or your account is past due, we may collect amounts owed by charging other payment methods on file with us, retain collection agencies and legal counsel, and suspend or limit Services. In addition, you will be subject to late fees equal to 10% of any amount that is past due. SparkOffer, or the collection agencies we retain, may also report information about your account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your account may be reflected in your credit report. If you wish to dispute the information SparkOffer reported to a credit bureau (i.e., Experian, Equifax or TransUnion) please contact us as set forth below. If you wish to dispute the information that a collection agency has reported to a credit bureau regarding your SparkOffer account, you must contact the collection agency directly.
In any jurisdiction where SparkOffer has an obligation to collect sales taxes in connection with the Technology Fee, you agree to pay such taxes and that we may collect such sales taxes from you via the payment method you have on file or via any other means available to us.
Seller, directly or indirectly through its listing real estate agent, may decide to upload to the Site any and all information, documents and disclosures reasonably pertinent to the sale of the Property to assist buyers in investigating the condition, character, feasibility, title and value of the Property. For all Seller-generated content and material provided to SparkOffer in connection with its Services or posted by Seller on the Site (collectively, “Seller Content”), you grant to SparkOffer a perpetual, irrevocable, royalty-free, worldwide, sublicensable and transferable license to copy, publish, translate, modify, reformat, create derivative works from, distribute, reproduce, sell, display, transmit, publish, broadcast, host, archive, store, cache, use or otherwise exploit all or any portion of the Seller Content. Seller Content is the sole responsibility of the Seller. It is a condition of your use of the Site that all information provided is correct and complete. Under no circumstances will SparkOffer be liable in any way for any Seller Content made available through the Services by you or any third party. By submitting Seller Content, you represent and warrant that (i) you own or control any and all rights in and to the Seller Content, and the right to grant all of the rights and licenses in this Agreement, and if you are not the holder of such rights, the holder of such rights has completely and effectively waived all such rights and irrevocably granted you the right to use the Seller Content and to grant the licenses stated above without the need for payment to you or any other person or entity; (ii) you have obtained permission from any individuals or other third parties that appear in the Seller Content to use, and grant others the right to use, their name, image, voice and/or likeness without the need for payment to you or any other person or entity; (iii) you are 18 years of age or older; and (iv) the Seller Content does not (a) contain false or misleading information, (b) infringe on the intellectual property, proprietary, privacy, publicity, statutory, contractual or other rights of any third party, (c) contain any defamatory, obscene, profane, offensive, inappropriate, threatening or otherwise harassing or hateful content, (d) contain any addresses, email addresses, phone numbers or any contact or personal information or (e) contain computer viruses, worms or other harmful files or malware. Upon request by SparkOffer, you will furnish SparkOffer any documentation, substantiation or releases necessary to verify your compliance with these Terms.
Because SparkOffer does not control or claim ownership to the Seller Content posted on the Service, it does not guarantee the truthfulness, integrity, accuracy, completeness, suitability, or quality of that Seller Content, and it does not endorse such Seller Content. You agree and understand that by accessing the Service, you may encounter content that you may consider to be objectionable. SparkOffer reserves the right (but has no obligation) in its sole discretion to pre-screen, edit, refuse, move or remove any Seller Content that is posted on the Site. You agree that the exercise by SparkOffer of such discretion shall not convert or transform Seller Content to content owned or provided by SparkOffer, and the Seller who made such Seller Content available on the Site will retain ownership thereof as described below.
Buyer Due Diligence and Investigation
Prior to the commencement of the Event, it is the buyer's sole responsibility to perform any inspections, investigations, tests and due diligence buyer deems pertinent to the purchase of the Property, to be satisfied as to the condition, character, feasibility, value and title of the Property prior to participating in any Event or making an offer on Property and to review all due diligence and other materials provided by Seller or anyone else with respect to the Property. EACH BUYER ASSUMES ANY AND ALL RISKS ASSOCIATED WITH ANY SUCH INSPECTIONS AND ITS DUE DILIGENCE ACTIVITIES.Personal on-site inspection of the Property and detailed investigation is strongly recommended, and you are advised to independently verify all information regarding the Property that you deem important prior to participating in any Event.
Right to Publicize Sale Terms
Third-party Sites and Content
We provide access to the Site to Users of our Services that are party to or engaged in a potential real estate transaction or services ancillary to such transactions and also for the Microsites described above. Additionally, we may use third party service providers to provide the Services to you, in whole or in part. Except in connection with their use of our Service, these transaction parties and other third parties are not governed by these Terms. You acknowledge that any reliance on representations and warranties provided by any party other than SparkOffer will be at your own risk. Your use of any third-party-operated websites/services is governed by the terms and use and policies of those websites and not our Service; however, your use of any Microsite also is governed by these Terms.
Consent to Electronic and Telephonic Communications
By using the Service, you agree that SparkOffer may communicate with you electronically regarding your use of the Services and related matters, and that any notices, agreements, disclosures or other communications that SparkOffer sends to you electronically will satisfy any legal communication requirements, including that the communications be in writing. To withdraw your consent to your receipt of electronic notice, please notify SparkOffer at email@example.com.
We may contact you using autodialed or prerecorded calls and text messages, at any telephone number that you have provided us during the registration process or otherwise. We may, without further notice or warning and in our discretion, monitor or record telephone conversations you or anyone acting on your behalf has with SparkOffer or its agents for quality control and training purposes, or for our protection.
Modifications and Interruption to the Service
We reserve the right to modify or discontinue all or any portion of our Services with or without notice to you. We will not be liable if we choose to exercise this right. You acknowledge and accept that we do not guarantee continuous, uninterrupted or secure access to our Site or the Services, or that our Site or the Services will be error free. You understand that usage of our Services may be interfered with or adversely affected by numerous factors or circumstances outside of our control.
Your continued use of the Site after the posting of revised Terms means that you accept and agree to the changes.
You may not engage in any of the following with regard to the Services (including without limitation posting or transmitting content through the Services or on the Site):
1. violate or encourage the violation of any local, state, national, or international law, rule or regulation;
2. collect or store personal data about other users of our Services or solicit personal information from any individual without proper rights or consent of the individual;
3. send or promote any message that is unlawful, libelous, defamatory, abusive, sexually explicit, threatening, vulgar, obscene, profane, disparaging regarding racial, gender or ethnic background, any statement that you have reason to know is false or misleading, or otherwise objectionable content, as determined by SparkOffer in its sole discretion;
4. infringe any patent, trademark, trade secret, copyright, right of publicity or privacy, or other right of any party, or distribute any content you do not have a right to make available under any law or under contractual or fiduciary relationships;
5. promote or distribute any unauthorized advertising, promotional materials, or material which can be characterized as “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or similar material, any request for or solicitation of money, goods, or services for private gain, or any information posted primarily for advertising, promotional, or other commercial purposes;
6. disrupt or interfere with the security or use of the Services or the Site or content linked to them;
7. interfere with or damage the integrity of the Service, including, without limitation, through the use of viruses, Trojan horses, harmful code, denial of service attacks, packet or IP spoofing, forged routing or email address information or similar methods or technology or disobey any requirements, procedures, policies, or regulations of networks connected to our Service;
8. use the Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs or Trojan horses;
9. attempt to use another user, person or entity, misrepresent your affiliation with a person or entity, including (without limitation) SparkOffer or create or use a false identity;
10. attempt to obtain unauthorized access to the Services or portions thereof that are restricted from general access;
11. use any meta tags, adwords, or any other “hidden text” or search keywords utilizing SparkOffer name, trademarks, or product names;
12. attempt to reverse engineer or otherwise derive or obtain the code in any form for any software used in the Service;
13. engage in any activity that interferes with any third party's ability to use or enjoy the Service; or
14. assist any third party in engaging in any activity prohibited by these Terms.
Further, without our written consent, you may not:
1. reproduce, duplicate, copy, sell, resell, create derivative works, or exploit for any commercial purpose any SparkOffer content or any use of or access to the Service;
2. use any high volume, automated, or electronic means (including, without limitation, robots, spiders, scripts, or other automated devices) to access the Services or monitor or copy our web pages or the content contained thereon;
3. deep link to the Services for any purpose; or frame the Service, place pop-up windows over any content, or otherwise affect the display of the Service;
4. access the Services in order to build a competitive service or to benchmark with a non-SparkOffer service; or
5. reverse engineer the Services (to the extent such restriction is permitted by law).
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY AND RELEASE
TO THE FULLEST EXTENT PERMITTED BY LAW, SPARKOFFER, ITS RELATED ENTITIES, ITS SERVICE PROVIDERS, ITS LICENSORS, AND ITS OR THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS (COLLECTIVELY, THE “COMPANY PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YOU UNDERSTAND AND AGREE THAT YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES AND ALL CONTENT AND SERVICES OFFERED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY PARTIES ARE NOT RESPONSIBLE FOR THE TIMELINESS OF DELIVERY OF CONTENT, ANY FAILURES OF DELIVERY, ERRONEOUS DELETION, OR ANY LOSS OR DAMAGE OF ANY KIND YOU CLAIM WAS INCURRED AS A RESULT OF THE USE OF ANY SERVICES. UNDER NO CIRCUMSTANCES, WILL ANY OF THE COMPANY PARTIES BE LIABLE TO YOU OR TO ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR ANY LOSS, INJURY, LIABILITY OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO, USE OF, INABILITY TO USE, OR RELIANCE ON ANY OF OUR SERVICES OR ANY CONTENT, PRODUCT OR SERVICE PROVIDED TO YOU THROUGH OR IN CONNECTION WITH ANY OF OUR SERVICES. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND WHATSOEVER, WHETHER DIRECT OR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, GOODWILL, REVENUE OR PROFITS. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS; EVEN IF ANY COMPANY PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, ILLEGAL OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE COMPANY PARTIES UNDER SUCH CIRCUMSTANCES TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
You acknowledge that you may have or may in the future have claims against us or another User which you do not know or suspect to exist in your favor when you agreed to these Terms and which if known, might materially affect your consent to these Terms. You release us (and our affiliates and subsidiaries, and our and their respective owners, officers, directors, employees, representatives and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected or unsuspected, fixed or contingent, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the scope or coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release, and agree to the risk of unknown or unsuspected claims and to release all such claims.
You agree to indemnify, defend and hold the Company Parties harmless from any claim or demand of any kind or nature, including reasonable attorney's fees and costs, made by any third party (including another User) due to or arising out of your posting of any content on our Services, or other use of our Services or the Site in a manner not permitted by these Terms, including without limitation your actual or alleged violation of these Terms, or infringement of a third party's intellectual property or other rights by you or by anyone else using your computer, device or account.
Intellectual Property Rights
All content, copyrights and other intellectual property rights in the content available on our Site, excluding Seller Content but including without limitation design, text, graphics, interfaces, and the selection and arrangements thereof (collectively “Content”), are owned by SparkOffer, with all rights reserved, or in some cases may be licensed to SparkOffer by other third parties (including without limitation MLS or other listing services). This Content is protected by the intellectual property rights of SparkOffer or those third party owners. All Content which qualifies for protection under U.S. Federal Copyright Law is subject to the exclusive jurisdiction of the Federal Court System, whether registered or unregistered. All trademarks displayed on our Services are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of such parties. In addition, such use of trademarks or links to the Sites of third parties is not intended to imply, directly or indirectly, that those third parties endorse or have any affiliation with SparkOffer.
Permitted Use of the Content
Any use of Content on the Site, including without limitation reproduction for purposes other than those noted herein, modification, distribution, replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of SparkOffer or as part of an agreement with SparkOffer, is strictly prohibited. With the exception of search engines, you agree that you will not use any robot, spider, or other automatic device, or manual process to monitor or copy our web pages or the Content contained therein without prior written permission of an authorized officer of SparkOffer. You may not make any use of Content owned by any third parties which is available on the Site or any Microsite, without the express consent of those third parties.
USER ACKNOWLEDGES THAT SPARKOFFER MAY UTILIZE THIRD PARTY TECHNOLOGY IN ORDER TO CONDUCT THE SERVICES AND/OR TO OPERATE THE SITE, ALL IN SPARKOFFER'S DISCRETION.SPARKOFFER DOES NOT WARRANT THAT THE FUNCTIONS, FEATURES OR CONTENT CONTAINED IN ITS SITE, PORTAL, OR ANY OTHER ONLINE PLATFORM, APPLICATION OR SOFTWARE, INCLUDING WITHOUT LIMITATION ANY THIRD-PARTY SOFTWARE, TECHNOLOGY, PRODUCTS OR OTHER MATERIALS USED IN CONNECTION WITH ITS SERVICES OR ON THE SITE, WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.
If you believe that any Content on our Site violates these Terms or is otherwise inappropriate, please report the Content by contacting us at firstname.lastname@example.org
Links from the Site
If the Site contains links to other websites and resources provided by third parties, these links are provided for your convenience and information only and do not constitute an endorsement or any affiliation with such third parties. This includes links contained in advertisements, banner advertisements and sponsored links or on any Microsite. We have no control over the content of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites or services linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use of those websites.
Monitoring and Enforcement; Termination
We have the right to:
● Remove or refuse to post any User Content for any or no reason in our sole discretion.
● Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public or could create liability for the Company.
● Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
● Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Site.
● Terminate or suspend your access to all or part of the Site for any or no reason, including any violation of these Terms.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS THE COMPANY PARTIES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we cannot and do not undertake to review all material before it is posted on the Site and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Notification of Claimed Copyright Infringement
In the event that you find content posted on our Services which you believe to infringe the copyright of any third party, please immediately contact SparkOffer's Copyright Agent as described below. To report any alleged infringement, please contact us in writing by providing a signed statement containing the following information pursuant to the Digital Millennium Copyright Act (“DMCA“):
Your name, address, telephone number, and email address, and if you are acting on behalf of the owner of the intellectual property, the name of the owner;
1. a statement, made under penalty of perjury, that you are the owner of the copyright or are authorized to act on behalf of the owner;
2. a detailed description of the copyrighted work or other intellectual property that you claim has been infringed;
3. if your claim is based on a registered work, the registration number, and the date of issuance of the registration;
4. a description of the infringing material and the URL where such material is located on the Service, or a description of where on our Services you found such material;
5. your written statement that you believe, in good faith, that the use of the work on our Services has not been authorized by the true owner of the work, its agent, or as a matter of law; and
6. a statement that all of the information you have provided is true.
Please send your notice of alleged infringement to us:
Auction.com Offer, LLC
1 Mauchly, Irvine, CA 92618
E-mail: email@example.com, subject line “DMCA Notice”
In accordance with the DMCA, it is the policy of SparkOffer to terminate use of our Services by repeat infringers in appropriate circumstances.
The enforcement and interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Massachusetts, U.S.A.
Any claims arising out of, relating to, or connected with these Terms that is not subject to the jurisdiction of an applicable Small Claims Court (and any such disputes must be adjudicated in Small Claims Court in Boston, Massachusetts, U.S.A.) must be asserted individually and shall be resolved by binding arbitration conducted in accordance with the then-current commercial arbitration rules of the American Arbitration Association (“AAA”) and judgment upon the award rendered by the arbitral tribunal may be entered in any court having jurisdiction thereof. The arbitration tribunal shall consist of a single arbitrator mutually agreed upon by the parties, or in the absence of such agreement within thirty (30) calendar days from the first referral of the dispute to the AAA, designated by the AAA. The arbitration shall be conducted exclusively in Boston, Massachusetts, U.S.A., unless the parties shall have agreed to another location within fifteen (15) calendar days from the first referral of the dispute to the AAA. The parties waive any right to appeal the arbitral award, to the extent a right to appeal may be lawfully waived. Each party retains the right to seek judicial assistance: (i) to compel arbitration; (ii) to obtain interim measures of protection prior to or pending arbitration, (iii) to seek injunctive relief in the courts of any jurisdiction as may be necessary and appropriate to protect the unauthorized disclosure of its proprietary or confidential information, (iv) to enforce any decision of the arbitrator, including the final award, and (v) to address claims of infringement of intellectual property rights.
CLASS ACTION WAIVER: The Parties agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis. There will be no right or authority in arbitration for any dispute to be brought, heard, or arbitrated as a class, collective, or representative, or for either party to be a participant in any purported class, collective, or representative, including without limitation pending but not certified class actions. (This agreement will be referred to as the “Class Action Waiver”.) Disputes regarding the validity and enforceability of this Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, or representative action, and (2) a civil court of competent jurisdiction finds all or part of the Class Action Waiver unenforceable, the class, collective, and/or representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
Subject to the foregoing paragraph, each party agrees that it will only bring any action or proceeding not subject to arbitration, and arising from or relating to this Agreement, solely in the federal and state courts in Boston, Massachusetts, and you irrevocably submit to the personal jurisdiction and venue of any such court in any such action or proceeding or in any action or proceeding brought in such courts by SparkOffer.
Each party to the arbitration shall promptly pay a pro rata share of the arbitrator's expenses and fees, and the other arbitration expenses incurred or approved by the arbitrator, excluding attorney's fees, witness fees, and other expenses incurred by a party for its own benefit. The parties must estimate their costs in good faith and pay their estimated share before commencement of the arbitration. Any extra arbitration costs will be paid within 10 business days after the close of the proceeding and before the award. A party that fails to pay its share will not be allowed to participate in the arbitration. If a party fails to pay its share, the other parties will pay pro rata the cost of the party that failed to pay. The arbitrators will add that payment to the final award in a manner as to return the parties to the position they would have been in, to the greatest extent possible, if all had paid their share.
Notwithstanding the foregoing, the arbitrator or the Small Claims Court, as the case may be, shall award the prevailing party its litigation expenses and fees, including reasonable attorney's fees, witness fees and costs, in whatever proportion the arbitrator or court decides.
If a claim proceeds in court or arbitration, we each waive any right to a jury trial.
You and we agree that the Services involve interstate commerce and that the Federal Arbitration Act therefore governs the mandatory arbitration provision above. All Company Parties shall be entitled to enforce such provisions.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Compliance with Laws
You assume all knowledge of applicable law and you are responsible for compliance with any such laws. You may not use the Services in any way that violates applicable state, federal, or international laws, regulations or other government requirements.
Changes to These Terms
We may amend these Terms at any time by posting the amended terms on www.sparkoffer.com. Our right to amend these Terms includes the right to modify, add to, or remove provisions in these Terms. We will provide you 30 days notice by posting the amended Terms. Additionally, we will notify you by email. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the Terms through an electronic click-through. These Terms may not otherwise be amended except through mutual written agreement by you and a SparkOffer representative who intends to amend these Terms and is duly authorized to agree to such an amendment.
Accessing the Site and Account Security
We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users.
You are responsible for:
● Making all arrangements necessary for you to have access to the Site.
● Ensuring that all persons who access the Site through your internet connection are aware of these Terms and comply with them.
If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
These Terms will be binding upon each party hereto and its successors and permitted assigns. These Terms are not assignable or transferable by you without the prior written consent of SparkOffer. You agree that these Terms and any other agreements referenced herein may be assigned by us, in our sole discretion, to a third party in the event of a merger or acquisition, or otherwise.
These Terms (including all of the policies described in these Terms, which are incorporated herein by this reference) contain the entire understanding of the parties regarding its subject matter, and supersede all prior and contemporaneous agreements and understandings between the parties regarding its subject matter.
No failure or delay by a party in exercising any right, power or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.
If any provision of these Terms is determined by a court of law or arbitrator to be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent, and the invalid provision will be modified as necessary to make it valid and enforceable while as closely as possible reflecting the original intentions of SparkOffer.
The parties are independent contractors, and nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between them.
SparkOffer will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
Providing Feedback to SparkOffer
We welcome your comments and feedback about our Service. All information and materials submitted to SparkOffer through the Services or otherwise, such as any comments, feedback, ideas, questions, designs, data or the like regarding or relating to the Services or the business of SparkOffer (collectively, “Feedback“), will be considered NON-CONFIDENTIAL and NON-PROPRIETARY with regard to you, but SparkOffer reserves the right to treat any such Feedback as the confidential information of SparkOffer.
By submitting Feedback to SparkOffer, you assign to the SparkOffer Parties, free of charge, all worldwide rights, title and interest in all copyrights and other intellectual property rights in such Feedback. The SparkOffer Parties will be entitled to use any Feedback you submit, and any ideas, concepts, know-how or techniques contained in any such Feedback, for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and services using such Feedback without restriction and without compensating you in any way. You are responsible for the information and other content contained in any Feedback you submit to us, including, without limitation, its truthfulness and accuracy.
This Site uses Mouseflow
Mouseflow, Inc. operates a website analytics tool that provides session replay, heatmaps, funnels, form analytics, feedback campaigns, and similar features/functionality. Mouseflow may record your activity on the Site, including clicks, mouse movements, scrolling, form fills (keystrokes) in non-excluded fields, pages visited and content, time on site, browser, operating system, device type (desktop/tablet/phone), screen resolution, visitor type (first time/returning), referrer, anonymized IP address, location (city/country), language, and similar meta data. Mouseflow does not collect any information on pages where it is not installed, nor does it track or collect information outside your web browser. If you want to opt-out, you can do so at https://mouseflow.com/opt-out.
If you want a copy of your data, wish to make a correction, or to have your data erased, please contact us first or, as a secondary option, visit Mouseflow at mouseflow.com/privacy/ or contact Mouseflow at firstname.lastname@example.org.
The company name, its logos and all related names, logos, product and service names, designs and slogans are trademarks of the SparkOffer or its affiliates or licensors. You must not use such marks without the prior our written permission. All other names, logos, product and service names, designs and slogans on this Site are the trademarks of their respective owners.