Terms of service

These general terms and conditions apply to your use of any lead generation services provided by SPARK Driven, LLC (“Spark”, “we”, or “us”).  By using www.Sparkdriven.com (the “Site”), accepting any lead from Spark or doing business with Spark in any way you (hereinafter referred to as “you” or “contractor”) are consenting to this agreement and agree to comply with these terms, our Privacy Policy and any other legal notices or conditions or guidelines posted on the Site which we may update without notice.

1. Registration. The Site and the services of Spark are available only to individuals who can enter into legally binding contracts under applicable law. To begin the enrollment process, you must submit complete and accurate registration information (which may be provided orally, by text, by e-mail or through the Site, collectively, the “Application”). You must be an entity or an individual of at least eighteen (18) years of age. If any of the information supplied as part of your Application changes, at any time, you must immediately inform Spark of same.
2. Services. Spark provides its approved clients with “leads” or “prospects”, which is contact information (usually a name and telephone number) for individuals that have contacted Spark requesting HVAC, plumbing, home improvement or other general contracting work (each a “Specialty”).  Spark does not guarantee that any prospect will be available when the contractor attempts to contact the prospect. Spark generally speaks to each prospect personally to verify the service requested and verify the information obtained about each “lead”, before delivering the lead to the contractor.  Contractor will receive all leads by text to the cell phone provided by contractor. Contractor is responsible for contacting the prospect promptly and closing the agreement for services with prospect. Spark acknowledges that other than the fee per lead paid per this agreement; Spark shall not be entitled to any fees paid to the Contractor by any prospect.  Contractor may dispute leads only within 10 minutes of the time when the lead is sent to contractor by contacting their account manager immediately.  Contractor may only dispute leads that do not require the services of the Specialty type provided by contractor, are not within the location served by contractor, or exceed the quantity of leads requested by contractor (each as indicated by the contractor in its Application or its profile if amended thereafter). Replacements will be approved or denied by your assigned account manager within 24 hours of dispute. For all approved replacements, the dollar amount paid for the lead(s) will be credited to the contractor’s account for additional lead credit.  Payment is made at the time the prospect information is sent to the cell phone number provided by Contractor.  Except with respect to properly disputed leads as described above, all sales are final and there are no refunds.  If you have trouble getting in touch with any prospect please contact your account manager immediately.
3. Payment. Contractor agrees to pay the charge per lead provided in its Application for each lead provided by Spark. Contractor will pay in advance for leads by selecting a pre-payment amount (“Deposit”) to be charged on Contractor’s credit card each week equal to the maximum number of leads that Contractor would like to receive in a week. The Contractor authorizes Spark to charge the credit card account provided in its Application for each weekly deposit and for all weekly leads Contractor shall receive in excess of the Deposit.  Each time a lead is provided to Contractor, Contractor’s Deposit will be reduced by an amount equal to the price of each such lead. If Contractor’s card is not successfully charged or there is a charge-back, Contractor’s account may be suspended and/or its reserved geographic areas may be forfeited, at Spark’s sole discretion and Contractor agrees to pay for all leads received within three business days. Under such circumstances, the Contractor may receive no further leads at all or a loss of priority on Spark network may occur. When the Deposit has been successfully reestablished, Contractor’s account may be reactivated, in Spark’s sole discretion, subject to any setup fees.  Your account shall accrue interest at the lower rate of 5% per month, or the maximum amount permitted by law, on all overdue amounts. In the event Spark takes any actions to collect overdue amounts it will be entitled to recover all reasonable costs or expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such collection.
4. Contractor’s Obligations and Representations. Contractor agrees to pay for any and all prospects sent by Spark in accordance with the payment provisions set forth in this Agreement. Contractor agrees to contact each prospect within 10 minutes of receiving such Prospect to arrange provision of the requested services. Contractor agrees not to disclose, sell, transfer, assign or give any prospect provided by or through Spark to any other person or organization.  Contractor agrees to use prospect information solely for the purpose of providing the services requested by such prospect and for no other purpose.  Contractor represents and warrants to Spark at all times while this Agreement is in effect, that: (a)  Contractor has full legal capacity and authority to enter into and perform this Agreement; (b) if required by law to provide the services indicated by client in its application, Contractor is licensed in the Specialty selected by the client in its the Application in the states provided by the client in its the Application; (c) neither Contractor nor any of Contractor’s employees or representatives have been convicted of a criminal offense; (d) Contractor represents and warrants that it is familiar with applicable Laws and agrees that in performing any services for prospects it will comply with, and agrees to ensure that all of its staff complies with, all applicable Laws, (e)  Contractor shall at all times use best efforts to provide services to prospects that are satisfactory to the prospects and will provide all services in a good and workmanlike manner that is consistent with services that would be provided by similar contractors in the area, (f) Contractor understands that it is solely liable for providing services to the prospects and Spark shall have no obligation or liability in connection therewith.  “Laws” means all federal, state and local laws, rules and regulations promulgated by any legislative, judicial or regulatory body applicable to the Contractor or the services provided by Contractor. Client agrees to immediately advise Spark in writing concerning any change in his/her/ its licensing or appointment status.  Unless agreed to by SPARK in writing, the Contractor is prohibited from assigning or delegating any responsibilities hereunder to any third party.  Any assignment or delegation made in contravention of this section shall be null and void, and the Contractor shall remain liable for all obligations that it attempted to assign or delegate.
5.  Termination.  Contractor or Spark may terminate services at any time upon written notice, upon termination any balance owing to Spark or the amount of any unused Deposit owing to Contractor is due and payable within 5 business days from the date of such termination.
6.  Relationship of the Parties.  In performing its services under this Agreement, Contractor is acting as an independent contractor, and neither Contractor nor Contractor’s staff shall be considered employees of Spark.  In no event shall this Agreement be construed as establishing a partnership or joint venture or similar relationship between the parties. Contractor shall be liable for its own debts, obligations, acts, and omissions, including with respect to all of Contractor’s staff, the payment of all applicable compensation, wages, pensions, workers’ compensation, insurance, and all required withholding, social security, and other taxes and benefits.  Neither Contractor nor any of Contractor’s staff shall be subject to any Spark policies solely applicable to Spark employees, or eligible for any employee benefit plan offered by Spark.
7. Use of Names. Except as expressly contemplated in this Agreement, Contractor shall not use all or any part of Spark’s names, logos, trademarks, service marks, or trade names (including, without limitation, the names “Spark” and “Spark Driven”) without the prior written consent of Spark in each instance.  Spark shall be permitted to use all or any part of Contractor’s names, logos, trademarks, service marks, trade names or license numbers in marketing the services of Contractor without the prior written consent of Contractor in each instance, provided, that, it will cease using Contractor’s names, logos, trademarks, service marks, or trade names in any particular instance if requested by Contractor upon 10 days prior notice.
8. Indemnification. Contractor shall indemnify and hold Spark, Spark’s officers, directors, shareholders, employees, agents and representatives, and similarly situated parties of any of them (the “Spark Indemnified Parties”), harmless from any and all liabilities, obligations, claims, causes of action, contingencies, damages, costs, and expenses including, without limitation, all court costs and attorneys’ fees (whether as a result of direct claims or third party claims that the Spark Indemnified Parties or any of them may suffer or incur) of any nature arising out of or relating to: (i) the breach or inaccuracy, or any alleged breach or inaccuracy, of any of the information, representations, warranties, covenants, or agreements made by or provided by or on behalf of Contractor or of anyone acting for or on behalf of Contractor, under this Agreement or otherwise to Spark in any manner; or (ii) any act or omission of Contractor or of anyone acting for or on behalf of Contractor in performing services for any prospect, even if such act or omission resulted from the simple negligence of the applicable party.
9. Non-Exclusive.  Nothing contained in this Agreement shall be construed to:  (i) require Spark to market any of the Specialties or provide any prospects to Contractor; (ii) have any obligation to any prospects, or (iii) prohibit Spark from contracting with any other third party (including, without limitation, a competitor of Contractor) for services that are the same as or similar to the services to be provided by Contractor under this Agreement.
10. Trademarks and Other Intellectual Property.   All intellectual property created by Spark, its employees, agents or sub-contractors in connection with the marketing or provision of the services provided by Contractor, including without limitation any websites or marketing or solicitation materials prepared and any other creative materials created, is and will remain the property of Spark, and Spark will own and control all right interest and title (including copyrights, trademarks, patents, service marks and all other proprietary rights) with respect to such property.  Spark may from time to time advertise or use other company websites and services in connection with providing services to Contractor, including without limitation services of websites and companies such as Google, Bing, Yahoo, and other search engines, contractor hereby agrees to the terms and conditions and any other policies or limitations of such websites and companies, as the same may be changed or updated from time to time.  Please contact your account manager if you would like a copy of the terms and conditions or any other policies or limitations of any such websites and companies.
11. Confidentiality/Non-Disparagement.  The provisions of this section shall survive expiration or other termination of this Agreement, regardless of the cause of termination.  Each party hereto recognizes and acknowledges that, by virtue of entering into this Agreement and providing services under this Agreement, it will have access to certain information of the other party and its clients that is confidential and constitutes valuable, special, and unique property of such party (“Confidential Information”).  Neither party shall, at any time, either during or subsequent to the term of this Agreement, disclose to others, use, copy, or permit to be copied, without the other party’s express prior written consent, except pursuant to their duties under this Agreement, any confidential or proprietary information of the other party.  Contractor will not misrepresent or disparage Spark or any Spark Members, or any of Spark’s other products or services.
12. Expenses. Each party shall be solely responsible for bearing its own expenses associated with performing its responsibilities and obligations under this Agreement unless otherwise agreed in writing.  Furthermore, each party shall be solely responsible for bearing its expenses incurred in connection with the negotiation, execution and delivery of this Agreement.
13.  Phone Recording.  Contractor acknowledges and understands that in the regular course of its business SPARK may monitor and record phone conversations made or received by Contractor, including calls with SPARK, its affiliates, agents, and contractors,  and prospects.   Contractor expressly consents and agrees that SPARK may record and/or monitor such phone calls, and that such calls may be used by SPARK for business or marketing purposes.
14.  Disclaimer.  Spark makes no warranties, express or implied, with respect to the accuracy of any information provided by Spark to Contractor, including, without limitation, any marketing materials, and Spark expressly disclaims all warranties, including, but not limited to, the implied warranties of non-infringement of third party rights, merchantability and fitness for a particular purpose.  Spark shall have no liability to Contractor, by reason of the termination of this Agreement or otherwise, for any special, incidental or consequential damages of any kind, such as compensation for loss of present or prospective profits or revenues or loss of actual or anticipated fees, whether or not Spark was advised of the possibility of these types of damages.
15. Limitation Of Liability. WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES,  INCLUDING PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SITE OR THE SERVICES OF SPARK, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF SPARK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY RELEASE SPARK AND HOLD SPARK AND ITS OWNERS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND THEIR OFFICERS, DIRECTORS, TRUSTEES, AFFILIATES, SUBCONTRACTORS, AGENTS AND EMPLOYEES, HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SITE OR THE SERVICES OF SPARK OR YOUR SERVICES TO ANY PROSPECT. YOU WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.
16. Exclusive Remedy. IN THE EVENT OF ANY PROBLEM WITH THE SITE OR THE SERVICES OF SPARK, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SITE OR THE SERVICES OF SPARK. UNDER NO CIRCUMSTANCES SHALL SPARK, ITS OWNERS, AFFILIATES, OR LICENSORS BE LIABLE IN ANY WAY FOR YOUR USE OF THE SITE OR THE SERVICES OF SPARK OR YOUR SERVICES TO ANY PROSPECT. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.