End User Agreement
DEFINITIONS
“Services” means any goods and/or services provided by InfoSpark to an End User on a subscription basis.
“End User” means the party that the Service is intended to be used by.
“Partner” means your authorised InfoSpark reseller, if applicable.
“Agreement” means this End User Agreement
ACCEPTANCE OF AGREEMENT & CHANGES
By using all or any portion of InfoSpark Services, you are accepting all of the terms and conditions for this Agreement as published on InfoSpark’s website at www.infospark.com.au/eua
This Agreement is subject to review and adjustment by InfoSpark. It is recommended that the End User regularly review the Agreement online. For convenience, send a written request to be notified of any updates to accounts@infospark.com.au.
USAGE RIGHTS
InfoSpark grants the End User a non-exclusive, non-transferable, revocable license to use the Services, subject to the Agreement terms herein. The Services are provided to you on a limited-time subscription basis and is not transferred to you as a perpetual licence or sold outright. This licence is non-transferable, and InfoSpark retains all rights, title, and interest in the Services.
ENTIRE AGREEMENT
This Agreement, along with any quotes or proposals and other written and executed formal Agreements with InfoSpark, constitute the entire Agreement between you and InfoSpark and supersedes all prior or contemporaneous communications, promises, and proposals, whether oral, written, or electronic.
USER RESPONSIBILITIES & RESTRICTIONS
The End User may not engage in any of the following actions with the Services:
Reverse engineer, decompile, or disassemble the Services.
Copy, reproduce, distribute, or modify the Services beyond what is expressly permitted by applicable law.
Remove or alter any copyright, trademark, or proprietary rights notices from the Services.
Transfer, sublicense, or assign your licence to the Services to any third party.
Break any applicable laws and regulations.
Failure to comply may result in the termination of the Services and potential legal action.
PRIVACY & DATA SECURITY
InfoSpark will collect and store personal information only as described in its Privacy Policy located at https://www.infospark.com.au/privacy-policy. By using the Services, the End User consents to the collection and use of their data in accordance with InfoSpark’s Privacy Policy.
InfoSpark employs reasonable security measures to protect the End User's data from unauthorised access, alteration, or destruction. In the event of an incident, InfoSpark will take reasonable steps to notify the affected End User(s) in compliance with applicable laws.
INTELLECTUAL PROPERTY & PROPRIETARY RIGHTS
The End User agrees that InfoSpark will have a perpetual right to use and incorporate into the Services any feedback or suggestions for enhancement provided to InfoSpark, without any obligation of compensation.
LIMITATIONS OF LIABILITY, INDEMNIFICATION & WARRANTY
Neither party agrees to indemnify the other party from any and all losses, liabilities, costs, damages, and expenses, including but not limited to legal fees, arising out of or in connection with this agreement or any breach thereof.
To the extent permitted by law, neither party will be liable for any lost profits, goodwill, or revenues or for any incidental, consequential, special, indirect, cover, business interruption, or punitive damages in connection with any claim of any nature, whether in contract, tort, or under any theory of liability, arising under this Agreement, even if a party has been given advance notice of such possible damages or if a party’s remedy otherwise fails of its essential purpose.
Not withstanding any previous clause in this Agreement, to the extent permitted by law, each party’s entire liability under this Agreement will not exceed the fees paid by customer directly or indirectly to InfoSpark under this Agreement for the Services giving rise to the liability during the twelve (12) months prior to the date on which the liability arose. The existence of more than one claim will not enlarge this limit.
The foregoing exclusions and limits in this section shall not apply to liability or obligations arising under sections
USER RESPONSIBILITIES AND RESTRICTIONS, USAGE RIGHTS, GENERAL or customer’s obligation to pay for Services or taxes under this Agreement.
Whilst all reasonable efforts will be made to ensure the quality of Services provided, InfoSpark disclaims all implied warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy. InfoSpark does not warrant that the Services will be error-free or operate without interruptions or downtime.
SOFTWARE UPDATES
Minor Updates are defined to be essential commercially reasonable adjustments to InfoSpark Services in order to achieve continued operation of the Service. Whether an update is minor will be determined by InfoSpark, and those updates will be provided as part of the Services subscription. Minor Updates do not include enhancements at the request of the End User, or enhancements to take advantage of new features that have been introduced into an API.
Major Updates are defined to be non Minor Updates to InfoSpark Services. Whether an update is major will be determined by InfoSpark, and those updates will be provided for an agreed additional cost to the End User. An example of a Major Update may include significant rework due to a change in an API.
InfoSpark reserves the right to implement an update within a timeframe as deemed appropriate.
SUPPORT
Support included in the Services will be limited to resolving actual faults in the Service. No further End User support is provided unless explicitly described in an accepted Service agreement. End User will be provided with access to a ticketing system to raise support requests. Any written documentation provided by InfoSpark to assist with troubleshooting must be followed prior to raising a support ticket. Tickets will be responded to within 2 South Australian business days.
The End User acknowledges that the Services may experience periods of downtime, including but not limited to scheduled maintenance.
It is the End User’s responsibility to ensure that suitable backups of Smartsheet are in place as well as the continued operation of any dependent services provided by third parties, including your business software and Smartsheet subscriptions.
If the End User or their third-party service providers make any changes that negatively affect the proper functioning of the Services, InfoSpark may charge a fee for troubleshooting, diagnosing, supporting, and/or remedying the issue to restore proper service. These fees will be promptly communicated to the End User, and the End User will have the option of approving any fees. Scenarios triggering such fees could include, but are not limited to, authentication problems caused by password changes made by the End User, or disruptions in third-party services due to lapsed subscriptions.
TERM & TERMINATION
Your licence to use Services will be active for the subscription period specified in the invoice you've received.
In the event that a Service is terminated or suspended after correct written cancellation notice has been provided, and with no outstanding payments for the Service, synchronised data will not be removed from your Smartsheet account.
The Services can be terminated immediately at InfoSpark’s discretion in the event that continued Service delivery is not feasible. A pro-rata refund will be provided in that case.
DISPUTE RESOLUTION
End Users are encouraged to first contact their account manager for dispute resolution.
THIRD PARTY CONDUCT & SERVICES
InfoSpark is not responsible for any actions or omissions undertaken by related third parties that directly or indirectly impact End Users. InfoSpark makes no warranties or representations regarding the conduct or services provided by third parties, including Smartsheet and partners of Smartsheet or InfoSpark.
GENERAL
Neither party is liable for delay or default under this Agreement if caused by conditions beyond its reasonable control.
This Agreement shall be governed by the laws of the jurisdiction of South Australia.
Both parties each warrant to the other that it will comply with all applicable laws and regulations in effect during the Term of the End User Agreement as they apply to such party's rights and obligations under the Agreement.
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