Event Microsites | Terms and Conditions

This Terms and Conditions Agreement (hereinafter "Terms and Conditions") explain how the RepSpark Systems (hereinafter "RepSpark") products, services, software and website located at www.repspark.com may be accessed and used and the terms and conditions that govern the legal obligations of the parties for use of the Services as hereinafter defined:

PLEASE REVIEW THE TERMS AND CONDITIONS CAREFULLY AS THEY HAVE SIGNIFICANT LEGAL CONSEQUENCES. BY CLICKING ON ANY LINK, USING THE REPSPARK SERVICES OR LOGGING ON AS A USER, YOU ARE ACKNOWLEDGING AND AGREEING THAT:

• YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND TO THE TERMS AND CONDITIONS SET FORTH HEREIN.
• YOU AGREE TO THE COLLECTION AND USE OF YOUR INFORMATION AS SET FORTH IN THE PRIVACY POLICY ON THE REPSPARK WEBSITE.
• YOU AGREE AND CONFIRM THAT IF YOU ACCESS OR USE THE SERVICE ON BEHALF OF A REPSPARK OR OTHER ENTITY, YOU HAVE AUTHORITY TO BIND SUCH REPSPARK AND/OR ITS AFFILIATES. IF YOU DO NOT HAVE AUTHORITY OR DO NOT AGREE WITH THESE TERMS, DO NOT ACCESS THE WEBSITE OR USE THE SERVICES.
• REPSPARK RESERVES THE RIGHT TO MODIFY OR REVISE THESE TERMS OR PRIVACY POLICY TERMS AT ANY TIME. THE DATE OF REVISIONS TO THESE TERMS AND CONDITIONS WILL APPEAR AT THE END OF THIS DOCUMENT. YOU SHOULD VISIT THE SITE PERIODICALLY TO CHECK FOR UPDATES. IF MATERIAL CHANGES ARE MADE TO THE TERMS AND CONDITIONS, YOUR CONTINUED USE OF THE SERVICE AFTER THE EFFECTIVE DATE OF THE REVISIONS WILL CONSTITUTE YOUR ACCEPTANCE OF THE REVISIONS. NO REVISIONS OR CHANGES TO THE TERMS AND CONDITIONS WILL BE BINDING ON REPSPARK UNLESS IT HAS AGREED TO SUCH CHANGES IN WRITING.

1. Definitions.
   1. "Client" means an individual or customer that has ordered the Services in accordance with a Subscription Agreement and these Terms and Conditions.
   2. "Customer User" shall mean a third-party retail account that may be approved and granted access to the Client's account to view, purchase, order the Client's products or to interact with the Client. Customers Users that access the Services to view digital catalogs, assortments, place orders under the Client's account do not count toward the Client's authorized User allocation.
   3. "Services" means RepSpark's online business software, mobile applications and modules as described in the Subscription Agreement.
   4. "Support Service" shall mean any technical support or other assistance rendered by RepSpark.
   5. "Subscription Agreement" shall consist of the options selected on the microsite event sign-up and package selection screen setting forth the specific pricing for the onboarding and package selected, terms that are annual, and Services to be provided to the Client.
   6. "Subscription Fees" shall mean the compensation to be paid to RepSpark for the Services.
   7. "User" means an individual or third party that is authorized to use the Services provided to Client, in accordance with the authorized number of Users contained in the Subscription Agreement and these Terms and Conditions. Users may include employees, principals, sales representative, marketing staff or other authorized agents of the Client. Client is responsible for approving Customer User accounts to allow access the Client's product information and account.
      
      
2. Services Provided. RepSpark will provide the Client with the Services described in the sign up form for the Event Microsite Module. Subject to acceptance of the Terms and Conditions and the payment of the Subscription Fees, RepSpark will provide the Client with a non-exclusive, revocable, non-sublicensable, nontransferable, limited license to access and use the software and Services. Subject to the terms hereof, RepSpark will provide the Client with reasonable technical product and Support Services to address any Service interruption or failure.
   
   
3. Subscription Information. The initial term, and any renewal periods, if any, shall collectively be referred to herein as the "Term." Client shall be entitled to utilize Services for the number of events selected or for the duration of the Term as set forth in the Subscription Agreement on an annual basis. Unless otherwise provided, the Subscription Agreement shall automatically renew for additional one (1) year periods, unless either Party provides the other Party with a written request to terminate the Subscription Agreement. Such written notice shall be delivered to the other Party at least thirty (30) days prior to the end of the then current Event Subscription Agreement Term. No refunds or pro-rata refunds shall be provided for any onboarding or Subscription Fees charged prior to receipt of Client's written notice of cancellation of its Event Subscription Agreement.
   
   
   1. Client may at any time during the Term purchase additional Event packages for same or increased number of event packages. Any additional microsite event package subscriptions shall terminate at the end of the then existing Term or upon receipt of written notice of cancellation by the Client.
   2. Client may terminate the Microsite Event Subscription Agreement upon the notice provisions as provided herein.
   3. Client or its Users are prohibited to use or obtain access to another RepSpark client account without the express permission of RepSpark. Client is solely responsible for the use of its account, including the acts or omissions of any authorized User on your account. Client is solely responsible for maintaining its' User account information and keeping the passwords confidential. Client's Users should use passwords that are not easily reproduced or common to other Users. Client's Users should not use the same password that they use to access other unrelated websites, accounts or services. Client must notify RepSpark immediately of any unauthorized use of the Client's account. RepSpark is not liable for any losses (whether actual, consequential, punitive or foreseeable) caused by any unauthorized use of the Client's account. By providing RepSpark with your Client information and approved User names and/or email address, Client consents to receive notices sent to those email address(es). RepSpark may also use the email address(es) for Service updates, enhancements, changes or revisions to the Terms and Conditions, marketing, promotions or special offers. Client may opt out or change your email preferences by notifying RepSpark in writing of its preferences, with the understanding that opting out of receipt of communications may result in not receiving email messages regarding Service updates, Service changes, enhancements, improvements or special offers.
      
      
4. Fees. In consideration of the Services to be performed by RepSpark, the Client agrees to compensate RepSpark for the applicable Microsite Event Subscription Fees and onboarding Fees as described in the Microsite Event Subscription Agreement sign up.
   
   
5. Fee Changes. Microsite Event Subscription Fees are subject to change upon receipt of notice of such changes to Client from RepSpark.
   
   
6. Payments. Payment for Microsite Event Subscription Fees are due upfront and shall be billed to Client's credit card. Client is responsible for maintaining a valid credit card on file with RepSpark and authorizes RepSpark to bill Client's credit card on a reoccurring basis during the Term if the number of event packages are used. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including attorney fees and costs. Client shall be responsible for payment of all taxes associated with Services, excluding taxes based on RepSpark's net income. In addition to any other right or remedy provided by law, if Client fails to pay the Microsite Event Subscription Fees when due, RepSpark may (i) treat such failure to pay as a material breach of the Subscription Agreement, and (ii) cancel the Subscription Agreement and seek legal remedies for the payment of any unpaid balance due.

These Event Microsite Terms (these "Microsite Terms") are Additional Terms incorporated by reference into, and made part of, the RepSpark Terms of Service (the "Terms of Service") pursuant to Section 1.4 thereof. These Microsite Terms apply if Client has purchased Event Microsite Services under a Subscription Agreement. Capitalized terms used but not defined in these Microsite Terms have the meanings given to them in the Terms of Service.

1. Definitions.
   1. "Event Microsite" means a temporary, event-specific microsite created and operated by Client on the Services for a specific promotional occasion or event.
   2. "Microsite Tier" means the applicable package of Event Microsites specified in Client's Subscription Agreement, representing the maximum number of Event Microsites Client may create and operate during the applicable Subscription Term.
      
      
2. Services Provided. RepSpark will provide Client with access to the Event Microsite module as part of the Services, subject to Client's Subscription Agreement, the Terms of Service, and these Microsite Terms. Subject to the terms hereof and payment of applicable Fees, Client may create and operate a number of Event Microsites up to its then-current Microsite Tier during the applicable Subscription Term.
   
   
3. Microsite Subscription; Term. Client's Event Microsite subscription is offered on a tiered, annually recurring subscription basis. Unless Client's Subscription Agreement expressly states otherwise, Client's Event Microsite subscription is coterminous with, and automatically renews together with, Client's underlying RepSpark platform Subscription Term in accordance with Section 7.1 of the Terms of Service. No refunds or pro-rata refunds will be provided for any Event Microsite Subscription Fees charged prior to the effective date of any termination or non-renewal.
   
   
4. Mid-Term Tier Upgrades. If Client creates or attempts to create a number of Event Microsites exceeding its then-current Microsite Tier during a Subscription Term, Client will automatically be upgraded to the next-higher Microsite Tier sufficient to accommodate such usage. Consistent with Section 1.2 of the Terms of Service, such upgrade may be requested and documented through an order form, email confirmation, invoice approval, in-platform approval, or other accepted ordering process, without requiring a separately signed amendment. In accordance with Section 6.3 of the Terms of Service, any such Microsite Tier upgrade will be invoiced on a prorated basis for the remainder of the then-current Subscription Term and will automatically be included at the full applicable rate for the upgraded Microsite Tier in any subsequent renewal Subscription Term. Client may not reduce its Microsite Tier during a Subscription Term following a mid-term upgrade under this Section; any decrease in Microsite Tier may only be made effective as of the next renewal Subscription Term.
   
   
5. Payments. Event Microsite Subscription Fees are governed by Section 6 (Fees and Payment) of the Terms of Service.