SPARK® Terms and Conditions

Effective date: 1 September 2020

Please read these SPARK Terms and Conditions (the “Terms and Conditions”) carefully, as they constitute a contractual agreement between you, the user, and SPARK Healthcare having a registered business address at 380 Riverside Drive, New York, NY, 10025, USA (“SPARK,” “we”, “us”, and “our”).

These Terms and Conditions govern your use of our websites (www.sparkhealthcare.com, www.beaconlearningapp.com, and www.sparkcme.org) and the mobile application Beacon Learning (the “App”) (collectively, the “Solutions”), although additional conditions and restrictions may apply. See below for detailed Terms and Conditions that you must read before using the Solutions, whether you are using the Solutions for commercial purposes, such as educating healthcare providers about relevant product and disease topics, i.e. a “Commercial User” or for non-commercial purposes, such as persons in the healthcare industry who are learning about healthcare topics through the Solutions, i.e. a “Non-Commercial User.”

1. Overview

By downloading (the App only) or otherwise accessing the Solutions or by clicking the box below, you agree to be bound by these Terms and Conditions. If you do not agree with the Terms and Conditions, you should stop using the Solutions immediately.

These Terms and Conditions, amended periodically, constitute the entire agreement between you and SPARK concerning your use of the Solutions.

SPARK reserves the right to update the Terms and Conditions at any time and will advise users of changes as they occur. Your continued use of the Solutions will constitute your agreement with these changes.

The Solutions are to be used only for lawful purposes, and you must not infringe upon the rights of other users.

The personal data collected through the Solutions is processed in accordance with our privacy policy available at https://beaconlearningapp.com/privacy-policy/ (the “Privacy Policy”). Please read the Privacy Policy before submitting any personal data through the Solutions.

2. User Account

In order to access the App, you will be asked to register a user account. We reserve the right, at our sole discretion, to refuse to register any user account for any reason. You hereby agree that you will be solely responsible for all information and activities that occur under your user account. You are not allowed to assign your rights under these Terms and your user account is not transferable.

You agree to ensure that the information you provide through the Solutions, including your user account, is accurate, complete, and relevant for registration on and the use of the Solutions. You further agree to keep your login details, including passwords, confidential. You must not disclose such information to any third party. We reserve the right to disable any user account if, in our opinion, you have failed to comply with any of the provisions of these Terms and Conditions. If you know or suspect that anyone other than you has accessed your user account, you must promptly reset your password. You may retrieve, change, or request that we delete the password information you place with us.

At any time, you may deactivate your user account by uninstalling the App or contacting us directly. Upon deactivation of your user account, these Terms shall terminate.

3. Usage Rules

The Solutions should not be accessed and used by persons under the age of 16. If a person under the age of 16 would like to use the Solutions, a parent or legal guardian should contact us and provide parental consent.

You agree that your use of and conduct on the Solutions shall be lawful and that you will not:

  • Resell, rent, lease, loan, sublicense, distribute, or otherwise transfer rights to the Solution;
  • Use the Solutions in the country where their use is not allowed;
  • Upload or transmit any communications or content of any type that may infringe or violate any rights of any party;
  • Use the Solutions for any purpose in violation of local, state, federal, or international laws or the rules of conduct posted with respect to any individual feature of the Solutions;
  • Create user accounts by automated means or under false pretences or mislead others as to the origins of your communications;
  • Make improper use of SPARK’s support services or submit false reports;
  • Use or access the Solutions to compile data in a manner that is used or usable by a competitive product or service;
  • Use the Solutions to retrieve personal data of other users of the Solutions;
  • Use your user account to advertise, solicit, or transmit any commercial advertisements, including chain letters, junk e-mail, or repetitive messages, to anyone;
  • Engage in any commercial activities, including using the Solutions as a means to distribute advertising or other unsolicited material to any third party;
  • Attempt to reverse engineer, disable, “hack,” or otherwise interfere with the proper functioning of the Solutions;
  • Disseminate or transmit viruses, worms, Trojan horses, RATs, keyboard loggers, time bombs, spyware, adware, or any other malicious or invasive code or program or upload or transmit (or attempt to upload or transmit) any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices;
  • Upload media of any kind that contain expressions of hate, abuse, offensive images or conduct, obscenity, pornography, sexually explicit or other material that could give rise to any civil or criminal liability under applicable law, or regulations that otherwise may be in conflict with these Terms and Conditions and our Privacy Policy;
  • Copy or adapt the Solutions’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code;
  • Interfere with or circumvent any security feature of the Solutions or any feature that restricts or enforces limitations on the use of or access to the Solutions; and
  • Otherwise violate any of the Terms and Conditions.

If you think that some of the content available on the Solutions is inappropriate, infringes these Terms and Conditions, applicable laws, or your right to privacy, please contact us immediately (our contact details are specified in the section “Contact Us”).

If we believe, at our sole discretion, that you have violated these Terms and Conditions and it is appropriate, necessary or desirable to do so, we may:

  • Send you a formal warning;
    • Temporarily or permanently prohibit your access to the Solutions;
    • Report you to law enforcement authorities; or
    • Commence a legal action against you.

4. Healthcare Disclaimer

The Solutions are not intended to provide medical advice. We do not warrant that the information we provide on the Solutions will meet your requirements. The contents of the Solutions are provided to educate Commercial and Non-Commercial Users on healthcare and medical issues. Nothing in the content should be considered, or used as a substitute for, medical advice, diagnosis, or treatment. The Solutions do not constitute the practice of any medical, nursing, or other professional healthcare advice, diagnosis, or treatment. We are in no way responsible for any decisions you may make resulting from the use of the information. We are not responsible for third-party content. Your decision to rely on any information you obtain in connection with your use of the Solutions is at your sole discretion and risk. For the avoidance of doubt, the provision in the section below entitled “Limitations of Liability” shall apply equally in respect of any claim relating to the Solutions.

5. Termination of Use

SPARK may, at its sole discretion, terminate your user account or your use of the Solutions at any time. Furthermore, SPARK reserves the right to change, suspend, or discontinue all or any aspects of the Solutions at any time without prior notice.

6. Intellectual Property and Donations

All content, design, graphics, compilation, magnetic translation, digital conversion, and other matters making up the Solutions are protected under applicable copyrights, trademarks, and other proprietary rights (including but not limited to intellectual property rights) and owned by SPARK or one of its affiliates. The marks SPARK Healthcare Consultants, SPARK CME, and related logos are trademarks and/or service marks of SPARK™. The content and design of the Solutions is protected by U.S. and international copyright laws.

Your use of the Solutions does not give you ownership of any intellectual property rights in any of the content, documents, or other materials you access. Our posting of information or materials on the Solutions does not constitute a waiver of any right in such information and materials.

You may not copy, reproduce, republish, upload, post, display, transmit, or frame any of these materials without prior written consent from the copyright owners, except that you may view, download, display, and print a single copy of these materials on a single computer for personal, non-commercial use only, so long as you do not alter or modify the materials in any way, you include all applicable notices and disclaimers (including copyright notices), and you do not use the materials in a way that suggests an association with SPARK. You understand and agree that title to these materials, and your right to use as provided herein, shall not pass to you or any other user.

Some of the trademarks and other intellectual property featured on the Solutions may be owned by third parties. Such third-party intellectual property does not belong to us and it remains the sole property of the respective third-party proprietors. You agree not to violate such third-party property.

If you have any grounds to believe that any content made available through the Solutions violates your or third party’s intellectual property rights, please contact us and express your concerns or request us to remove the allegedly infringing content. We will reply to the copyright infringement claim as soon as possible but no later than 2 weeks. Before sending your claim to us, please make sure that you sign it and include information that would allow us to locate the allegedly infringing content.

The Solutions may allow you to designate one or more charitable organizations as beneficiaries of monetary donations that others may make based on your use of the Solutions. These donations do not entitle you to any tax deduction or other benefit.

7. Disclaimers

You understand and agree that the Solutions and any content or information contained on or provided by the Solutions is provided on an “as is” basis. SPARK does not make any express or implied warranties, representations, or endorsements whatsoever (including, without limitation, warranties of title or noninfringement, or the implied warranties of merchantability or fitness for a particular purpose) with regard to the Solutions. In addition, the information contained in the Solutions may contain technical inaccuracies or typographical errors. We reserve the right to make changes and improvements to any information contained within the Solutions at any time and without notice. Although we make reasonable efforts to update the information on the Solutions, we make no representations, warranties, or guarantees, whether express or implied, that the Solutions’ content is accurate, complete, or up-to-date. We do not endorse any specific drugs, products, processes, service providers, diets, or other information that may be mentioned on our Solutions.

8. Limitations of Liability

The use of the Solutions is entirely at your own risk, and in no event shall SPARK, its affiliates, employees, or agents be liable for any loss of data, direct, indirect, incidental, consequential, special, exemplary, punitive, or any other monetary or other damages, fees, fines, penalties, or liabilities arising out of or relating in any way to the Solutions, websites accessed through the Solutions, and/or content or information provided herein. In no event will our total liability arising out of or in connection with these terms or from the use of or inability to use the app or the Solutions exceed the amounts you have paid us for use of the app, or one hundred dollars ($100) if you have not had any payment obligations, as applicable. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

9. Links to Third-Party Websites

The Solutions may contain links to other sites operated by third parties, including but not limited to third-party sites that may display the SPARK trademarks (“Facebook,” “____SPARK® website____”). These links are available for your convenience and are intended only to enable access to these third-party sites and for no other purpose. SPARK does not warrant or make any representation about the substance, quality, functionality, accuracy, fitness for a particular purpose, merchantability, or any other representation about any third-party site or its content. A link to a third-party site on the Solutions does not constitute sponsorship, endorsement, approval, or responsibility for any third-party site. SPARK makes no representation or warranty as to any products or services offered on any third-party site. The conditions of use and privacy policy of any third-party site may differ substantially from the conditions of use and legal notices that apply to your use of the Solutions. Please review the conditions of use for all third-party sites for more information about the terms and conditions that apply to your use of third-party sites.

10. Governing Law and Venue

The Terms and Conditions are governed by, and construed in accordance with the laws of the State of New York, without regard to any conflict of law principles. The state and federal courts located in the State of New York shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms and Conditions.

11. Severability, Enforcement

If any provision of these Terms and Conditions is held by a tribunal of competent jurisdiction to be illegal, invalid, or otherwise unenforceable in any jurisdiction, then to the fullest extent permitted by law (i) the same shall not affect the other provisions of these Terms and Conditions, (ii) such provision shall be deemed modified to the extent necessary in the tribunal’s opinion to render such provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest extent the intent of the parties as set forth herein, and (iii) such finding of invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, the disclaimers of warranties and the limitations of liability in Sections 6 and 7 are considered to be integral to the Terms and Conditions and shall not be modified or severed from the Terms and Conditions.

12. Availability

We put reasonable efforts to ensure that the Solutions are always accessible. However, the availability of the Solutions may be affected by factors, which we cannot reasonably control, such as bandwidth problems, equipment failure, or force majeure events, including, but not limited to: acts of God; strikes; work stoppages; accidents; acts of war or terrorism; civil or military disturbances; nuclear or natural catastrophes and interruptions; shortage of supply; and breakdowns. We take no responsibility for the unavailability of the Solutions caused by such factors. If you encounter problems while using the Solutions, please contact us immediately.

We reserve the right, at our sole discretion, to change, modify, suspend, or discontinue any aspect of the Solutions and any services provided through them at any time, including Solutions’ technical features, content, databases, availability, and specifications of the required equipment. We may also impose limits on certain features of the Solutions or restrict your access to parts or all of the Solutions without notice or liability.

13. Indemnification

You agree to indemnify and hold us and our affiliates, founders, directors, officers, employees, and agents harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys’ fees, incurred in connection with or arising from any third-party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to your use of the Solutions or any wilful misconduct on your part.

14. Term and Termination

These Terms and Conditions enter into force on the effective date indicated at the top of the Terms and Conditions or upon your acceptance of the Terms and Conditions on the App and remain in force until terminated by us or you stop using the Solutions. We reserve the right, at our sole discretion, to terminate the Terms and Conditions and provision of the Solutions at any time by informing you, if relevant. Your rights under these Terms and Conditions will be automatically terminated if you do not comply with any provision of these Terms and Conditions. Upon termination, all legal rights granted to you pursuant to the Terms and Conditions will terminate and you shall stop using the Solutions.

In the event we, during the term of these Terms and Conditions, are acquired, merged, or we sell all or substantially all of our assets, these Terms and Conditions shall not automatically be terminated and we agree to use our best efforts to ensure that the transferee or surviving company shall assume and be bound by the provisions of these Terms and Conditions.

15. Contact Us

If you have any questions or comments, or would like to discuss our Solutions and services with our Customer Support staff, please contact us via the following information:

Company: SPARK Healthcare, LLC

Postal address: 380 Riverside Drive, New York, NY, 10025, USA

Email address: [email protected]

Phone number: +1-917-453-0562

Contact forms: https://www.sparkhealthcare.com/contact, https://beaconlearningapp.com/contact-us/, and https://www.sparkcme.org/contact