Subscription Agreement

Spark

Last Updated: 22-Aug-2024

1. Definitions

“GlobalSign.In Pte. Ltd” or “GSI” is an event tech company that is located at their registered address, 28 Genting Lane, #01-01 Platinum 28, Singapore 349585 with Company Registration Number 200704830D and for the purposes of this agreement referred to as “GSI” where applicable.

“Customer” means any individual or entity that purchases, subscribes to, or otherwise acquires access to the Platform, including but not limited to end-users, resellers, and distributors.

"Subscription Plan" means the plan chosen by the Customer, as specified in the Order Form, which includes a subscription period (1 year, 2 years, etc.).

"Order Form" means the document provided by GSI and signed by the Customer, detailing the specifics of the Subscription Plan.

“Spark” or "Platform" means the platform or software owned by GSI. It is an AI-powered event planning assistant that streamlines content creation, brainstorming, and task management for event professionals. It offers customizable features to repurpose content, generate ideas, and create high-quality materials efficiently. Spark is accessible at www.sparkit.ai.

“ Site ” means the use of www.sparkit.ai , including our various toplevel domains, as well as various subdomains and aliases of these domains, whether as a visitor or as a user of Spark.

“ GST ” means the Goods and Services Tax Act (Cap. 117A of Singapore).

“ Users ” means your employees, representatives, consultants, contractors or agents who are authorised to use the Platform for your benefit and have unique user identifications and passwords for the Platform.

"Customer Materials" refers specifically to all content uploaded or submitted by the Customer to the platform, such as recordings from their events.
2. Acceptance and Authority

This Agreement takes effect when you click an “I Accept,” “Sign up” or similar button or check box presented with these terms or, if earlier, when you access or use the Service (the “Effective Date”). By accepting this Agreement, you agree to be legally bound by its terms. You represent to GlobalSign.in Pte Ltd that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent that you have legal authority to bind that entity.
3. Terms of Use & Privacy Policy

By using Spark, the Customer signifies their agreement to (1) the Terms of Use found at https://www.sparkit.ai/terms-and-conditions/ and (2) the Privacy Policy found at https://www.sparkit.ai/privacy-policy/ incorporated herein by reference.
4. Spark Service
1. 4.1. Access
  
  We hereby grant you ("Customer") a non-exclusive, non-transferable, non-sublicensable right to access and use Spark solely for the purposes of accessing and using the features described herein, (i) in compliance with this Agreement, and (ii) to the extent permitted under all applicable laws and regulations. Customer shall have access to Spark only while their subscription is active. The subscription shall commence on the start date specified in the Order Form.
2. 4.2. Software
  
  If you are allowed to download or use any Software in connection with Spark, we hereby grant you a personal, nontransferable, nonsublicensable, revocable, nonexclusive license to use the Software solely for your internal use in connection with Spark, and only in accordance with this Agreement and the written instructions/directions (if any) provided by us in conjunction with the Software. For purposes of this Agreement, “ Software ” shall mean any and all software that is available on or through the Site or otherwise provided by us, including without limitation, our mobile applications. For clarity, the Software will be deemed a part of “ Spark ”.
5. Customer Support
1. 5.1. Support
  
  GSI will provide knowledge base support at no additional cost and is available 24 hours a day, seven (7) days a week. GSI shall provide customer support for the Spark platform to Customer via email with best effort response times. Support is inclusive for users of the platform with existing credits, and they may contact support-spark@gevme.com for assistance.
2. 5.2. Availability
  
  GSI shall use commercially reasonable efforts to make Spark available 24 hours a day, seven (7) days a week with an uptime percentage of at least 99.5% monthly, except for planned and notified downtime for maintenance. “Uptime percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month. “Downtime” means the Spark platform is not available for Customer’s use.
6. Fees and Charges
1. 6.1. Payment against Invoice
  
  If you are paying by invoice, we will invoice you for the subscription term purchased. All amounts invoiced are due and payable within fourteen (14) days from the date of the invoice, unless otherwise specified in the Order Form.
2. 6.2. Applicable Sales Tax
  
  All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Spark. If you are subject to Goods & Services Tax (“ GST ”), all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
7. Subscription and Renewal
1. 7.1. Subscription Term
  
  The initial term of this Agreement shall commence on the start date specified in the Order Form and continue for the period specified therein (e.g., 1 year, 2 years, etc.) (the "Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement.
2. 7.2. Renewal
  
  Upon expiration of the Initial Term, this Agreement shall automatically renew for successive periods equal to the Initial Term (each, a "Renewal Term"), unless either party provides written notice of non-renewal at least one (1) month prior to the end of the then-current term.
3. 7.3. Fees for Renewal Terms
  
  GSI reserves the right to modify the fees for any Renewal Term by providing written notice to the Customer at least two (2) months prior to the commencement of the Renewal Term. If the Customer does not agree to the modified fees, they may terminate the Agreement by providing written notice of non-renewal in accordance with Clause 7.2.
8. Publicity

Subject to the prior written consent of the Customer, GSI may: (i) add the Customer’s name and company logo to GSI’s customer list and website in accordance with any applicable branding guidelines provided by the Customer; and (ii) issue a press release identifying Customer as a GSI customer and/or as a user of Spark.

Customer agrees to provide written consent to GSI prior to using customer’s shows as case studies in all marketing materials / platforms etc. on a case-to-case basis subject to customer’s approval.
9. Information Security

GSI shall be responsible for taking reasonable and prudent measures, in compliance with security requirements, to safeguard the security of the Customer Data in its possession, including maintaining appropriate firewalls, encryption and anti-virus protection, and shall notify the Customer as soon as possible upon discovery of any data security incident impacting the Contact Information and/or Customer Data.
10. Intellectual Property Rights
1. 10.1 Intellectual Property Ownership and Warranty
  
  GSI warrants that it has obtained or will in due time obtain all rights relating to the use of any Intellectual Property which may be required for the purposes of this Agreement and that all items supplied to Customer do not alone or in any combination infringe any intellectual property rights under any applicable law. For the purposes of this Agreement, “Intellectual Property” means copyrights, and all inventions, patents, registered and unregistered trademarks (including service marks), trade names, domain names, logos, get-ups, registered and unregistered designs, know-how, database rights, industrial design, circuit layouts, other proprietary information and data and any other intellectual property rights resulting from intellectual activities in the industrial, scientific, literary and artistic fields, whether presently existing or created in the future.
2. 10.2 Ownership and Use of Customer's Intellectual Property
  
  The Customer owns and/or holds a license in respect of all Intellectual Property rights in all Customer Materials uploaded to the platform, and all rights therein are reserved. GSI shall not use, disclose, market, copy, transfer, sell, or distribute any Customer Materials or product incorporating the Customer’s Intellectual Property or any part thereof, save that GSI may use such Customer Materials where expressly provided for under this Agreement and where the Customer’s prior written consent has been obtained, and that such use is for the sole purpose of providing the Services covered under this Agreement only. Upon termination or expiry of this Agreement, GSI shall (a) return all such Customer Materials to the Customer and/or (b) destroy any Customer Material which cannot be physically returned to the Customer, only after receiving written request from the Customer to do so.
3. 10.3 Intellectual Property Rights and Usage Restrictions
  
  Content (including but not limited to information, communications, software, images and sounds contained on or available through Spark) is provided by GSI, GSI’s content providers and third parties licensors. The intellectual property rights to or over the contents contained in each Site belong to GSI, its content providers and/or third parties licensors. All rights are reserved. The contents of the Site cannot be reproduced, modified, transferred, distributed, republished, downloaded, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical photocopying or recording without our prior written permission. You agree that the material and content contained within or provided by the Site is for Customer’s use only and may not be distributed commercially.
4. 10.4 Trademark and Logo Usage Policy
  
  Your access to or use of the Site should not be construed as granting, by implication, estoppel or otherwise, any licence or right to use the trademarks, trade names, logos or service marks appearing on the Site without our prior written consent. You may not, without our prior written consent, use any of such trademarks, trade names, logos or service marks as a hyperlink to the Site or any other website.
5. 10.5 Restrictions on Modification and Reverse Engineering
  
  You may not modify, translate, decompile, disassemble, reverse engineer or otherwise attempt to derive the source code for the computer systems and other technology that operate the Site or create derivative works based on the Site. For purposes of this clause, “ reverse engineering ” shall include the examination or analysis of the Site to determine the source code, structure, organisation, internal design, algorithms or encryption devices of the Site's underlying technology.
11. Trademarks and Trade Names

“Spark”, “Gevme”, “Great Events Made Easy”, Spark’s logo and all other proprietary identifiers used by GSI in connection with the Site and Service (“ Company Trademarks ”) are all trademarks and/or trade names of GSI, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the Site belong to their respective owners (“ Third Party Marks ”). No right, license, or interest to the Company Trademarks and the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to the Company Trademarks or the Third Party Marks.
12. Confidential Information
1. 12.1. Definition of Confidential Information
  
  For the purposes of this clause, “Confidential Information” means any and all confidential information, (whether in oral, written or electronic form) including technical or other information imparted in confidence or disclosed by one party to the other or otherwise obtained by one party relating to the other's business, finance or technology, know-how, intellectual property rights, assets, strategy, products and customers, including information relating to management, financial, marketing, technical and other arrangements or operations of any person, firm or organisation associated with that party.
2. 12.2. Use and Non-Disclosure Agreement
  
  Each party agrees that it may use the other party's Confidential Information only in the performance of its rights and obligations under this Agreement and that it shall not disclose the other party's confidential information including all knowhow, trade secrets, financial, commercial, technical, tactical or strategic information of any kind except in accordance with this Clause 12.
3. 12.3. Authorized Disclosure to Representatives
  
  Each party may disclose the other party's Confidential Information to those of its employees, officers, advisers, agents or representatives who need to know the other party's confidential information in order to perform the disclosing party's rights and obligations under this Agreement provided that the disclosing party shall ensure that each of its employees, officers, advisers, agents or representatives to whom confidential information is disclosed is aware of its confidential nature and complies with this clause 12 as if it were a party.
4. 12.4. Disclosure Required by Law or Authorities
  
  Each party may disclose any Confidential Information required by law, any court, any governmental, regulatory or supervisory authority (including any regulated investment exchange) or any other authority of competent jurisdiction.
13. Limitation of Liability
1. 13.1. Limitation of Indirect Damages and Disclaimer of Responsibility
  
  Save as expressly stipulated otherwise in this Agreement, in no event shall GSI be liable for any indirect losses or damages whatsoever, arising out of or in connection with the use of or inability to use the Site and/or Spark, delays, inaccuracies or errors in the information or in the transmission of the Site and/or Spark, or any information or transactions provided on or over the Site and/or Spark or downloaded or hyperlinked from the Site and/or Spark, or performance of the contents on this Site and/or Spark, nor for any content generated by Spark, it being expressly understood and agreed that the Customer shall bear sole responsibility for conducting its own due diligence with respect to any such content, unless proven to be an act of negligence, act of omission or breach on GSI's part.
2. 13.2. Cap on Liability and No-Fee Disclaimer
  
  Notwithstanding 11.1 above, in the event GSI is found liable for any reason, GSI’s liability shall not exceed the total aggregate amount paid by the respective Customer for the Service. If no fee has been paid, GSI shall not retain any liability.
14. Termination
1. 14.1. Termination for Cause
  
  Either party may terminate this Agreement if: (i) the other party breaches any material term or condition and fails to cure it within Thirty (30) days’ written notice, or (ii) the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership.
2. 14.2. Suspension for Prohibited Acts
  
  We may suspend any User’s access to the Site for: (i) use of Spark in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
3. 14.3. Suspension for Non ‐ Payment
  
  We may suspend your access to all or any part of Spark upon fourteen (14) days’ notice to you of non-payment of any amount past due. We will not suspend access to Spark while you are disputing the applicable charges and are cooperating to resolve the dispute. If access to Spark is suspended for non-payment, we may charge a reactivation fee to reinstate access.
4. 14.4 Effect of Termination or Expiration
  
  Upon termination or expiration of this Agreement, you will stop all use of Spark. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due.
15. Disclaimer and Warranties

You expressly understand and agree that:
- Subject to Clause 6 (Information Security) and Clause 13 (Indemnification), you assume total responsibility and risk for your use of the Platform. We do not make any express or implied warranties, representations or endorsements whatsoever with regard to the Platform, and we shall not be liable for any cost or damage arising indirectly from any such transaction. The Platform and any software made available are provided on an "as is, as available" basis.
- While we will use all reasonable efforts to ensure a commercially reliable and functioning Platform of a quality comparable to similar leading products in our industry, we make no warranty that (i) the Platform will meet your requirements or will always be accessible, (ii) the Platform will be uninterrupted, timely, secure or errorfree, (iii) the results that may be obtained from the use of the Platform will be accurate or reliable, (iv) the quality of any products, services, information or other material purchased or obtained by you through the Platform will meet your expectations, and (v) any errors in the Platform will be corrected.
- Any content downloaded, uploaded or otherwise obtained through the use of the Platform is done at your own discretion and risk. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, merchandise and other information provided through the Platform.
16. Indemnification

Each party agrees to indemnify and hold the other harmless from any direct losses or direct damages arising out of the Customer’s use of the Platform.
17. Third Party Rights

Except as expressly provided for in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any of the provisions of this Agreement.
18. Transfer or Assignment

GSI shall not assign or transfer any of its rights and/or obligations under this Agreement without the prior written consent of the Customer.
19. Severability

If any provision or any part of a provision in the Agreement is held invalid, illegal or unenforceable by a court of law or a tribunal, it shall be deemed modified to the minimum extent necessary to give effect to the commercial intention of the Parties. The validity, legality and enforceability of the remaining provisions or remaining parts of a provision shall remain in full force and effect.
20. Variation

This Agreement shall not be amended or varied in any way except by mutual written consent between the Parties.
21. Waiver

The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach, and no failure or delay of a Party to exercise, any right or remedy under this Agreement shall operate as a waiver.
22. Entire Agreement

This Agreement constitutes the entire agreement of the Parties as to the subject matter and sets forth the correct understanding of the Parties. This Agreement shall supersede all prior discussions or understandings, whether written or oral, in respect of the subject matter.
23. Force Majeure

Neither party shall be liable for any failure in performance (except any failure to pay Fees when due) to the extent that such failure results from causes beyond such party’s reasonable control, including without limitation, failure of electronic or mechanical equipment or communication lines, telephone, Internet or other interconnect problems, unauthorised access, theft, operator error, weather, earthquakes, labour problems, or other events beyond the reasonable control of such party, provided that such party takes all reasonable steps to minimise the extent and duration of any such failure in performance.
24. Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of Singapore without regard to its conflict of laws rules. GSI and the Customer hereby agree on behalf of themselves and any person claiming by or through them that the sole and exclusive jurisdiction and venue for any litigation arising from or relating to this Agreement shall be an appropriate court located in Singapore.
25. Privacy Policy

GSI respects privacy and are committed to protect the information you share with us. We believe that you have a right to know our practices regarding the information we collect when you access the Site and/or use the Platform. Our policy and practices and the type of information collected are described in details in our Privacy Policy at https://www.sparkit.ai/privacy-policy/
26. Usage of Customer Materials

Under no circumstances shall the Customer Material or any content derived from the usage of the Platform be employed for the purpose of training Language Models, ensuring strict confidentiality and non-use for such purposes.
27. Fair usage policy
1. 27.1. Purpose
  
  The Purpose of the Fair Usage Policy is to ensure that you will only use the Service in an approved manner and that your behaviour does not disrupt the Service to others or causes detriment to our ability to continue to provide our service to others; and Such behavior includes the use of our service in an excessive, fraudulent and/or an unapproved manner.
2. 27.2. Approved Usage
  
  You agree that:
  
  You are approved to use Our Service for Reasonable Use Only;
  Reasonable Use means you use the Service relating to your events and limited to the scope of this Agreement;
  Any other usage of the Service is not approved.
3. 27.3. Non-Approved Usage
  
  Any usage of the Service by You that is not expressly approved by us shall be deemed as a Non-approved Usage. We specifically exclude the usage of the Service for reasons that may be deemed as:
  
  Fraudulent usage; or
  All other unapproved usage.
  You agree that for any Non-approved Usage, we may discontinue providing the Service to you, with or without notice, subject to the type of the breach.
4. 27.4. Fraudulent Usage
  
  Fraudulent Usage is usage where you:
  
  Obtain access to our service by providing us with fraudulent information;
  
  Use Our Service for a fraudulent purpose. Examples of a fraudulent purpose include, but are not limited to:
  
  (1) Making fake offers to buy or sell products or services without any right to do so; or
  
  (2) Purporting any scams, including financial scams;
  
  (3) Selling or on-selling our service on a wholesale basis;
  
  (4) Reselling, resupplying or commercially not approved by GSI exploiting Our Service in any manner.
5. 27.5. All Other Non-Approved Usage
  
  You agree that you will not use Our Service for any other Non-approved purpose. Non-approved purpose, includes but is not limited to using Our Service to:
  
  Assist you in carrying out any unlawful activity;
  
  Violate another person’s rights or interfere with another person’s use of Our Service;
  
  Distribute, facilitate or be complicit in distribution of any viruses, worms, bots, Trojans, or other code that are designed to track people’s activities and gather information without their consent;
  
  Publish or disseminate any offensive material, including but not limited to, material that is obscene, pornographic, inflammatory, harassing, threatening, tortious, abusive, harmful to minors, defamatory, libellous or otherwise objectionable or offensive in any way;
  
  Infringe any patent, trademark or copyright or any other intellectual property right belonging to Us or any third party;
  
  Commit any act that may cause injury to any of our customers, Us or any related parties in any manner.

Subscription Agreement

Spark

1. Definitions

2. Acceptance and Authority

3. Terms of Use & Privacy Policy

4. Spark Service

4.1. Access

4.2. Software

5. Customer Support

5.1. Support

5.2. Availability

6. Fees and Charges

6.1. Payment against Invoice

6.2. Applicable Sales Tax

7. Subscription and Renewal

7.1. Subscription Term

7.2. Renewal

7.3. Fees for Renewal Terms

8. Publicity

9. Information Security

10. Intellectual Property Rights

10.1 Intellectual Property Ownership and Warranty

10.2 Ownership and Use of Customer's Intellectual Property

10.3 Intellectual Property Rights and Usage Restrictions

10.4 Trademark and Logo Usage Policy

10.5 Restrictions on Modification and Reverse Engineering

11. Trademarks and Trade Names

12. Confidential Information

12.1. Definition of Confidential Information

12.2. Use and Non-Disclosure Agreement

12.3. Authorized Disclosure to Representatives

12.4. Disclosure Required by Law or Authorities

13. Limitation of Liability

13.1. Limitation of Indirect Damages and Disclaimer of Responsibility

13.2. Cap on Liability and No-Fee Disclaimer

14. Termination

14.1. Termination for Cause

14.2. Suspension for Prohibited Acts

14.3. Suspension for Non ‐ Payment

14.4 Effect of Termination or Expiration

15. Disclaimer and Warranties

16. Indemnification

17. Third Party Rights

18. Transfer or Assignment

19. Severability

20. Variation

21. Waiver

22. Entire Agreement

23. Force Majeure

24. Applicable Law

25. Privacy Policy

26. Usage of Customer Materials

27. Fair usage policy

27.1. Purpose

27.2. Approved Usage

27.3. Non-Approved Usage

27.4. Fraudulent Usage

27.5. All Other Non-Approved Usage