2.1 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Spark Joy New York which is not set out in the Contract. These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing.

2.2 Any sample materials, descriptive matter or advertising issued by Spark Joy New York, and any descriptions of illustrations contained in Spark Joy New York’s website or brochures, are issued or published for the sole purpose of giving an approximate idea of the Products and/or Services as offered by Spark Joy New York. They will not form part of the Contract or have any contractual force. Spark Joy New York is under a legal duty to supply goods that are in conformity with the contract.

2.3 Spark Joy New York has the right to make any changes or alterations to the nature, scope and content of the Products and/or Services, without notice to the Client, at any time, provided these do not affect the nature of the Products and/or Services.

2.4 Spark Joy New York will supply Products and/or Services to the Client and Spark Joy New York provides no guarantee that the Products and/or Services will provide any results for the Client.

2.5 Spark Joy New York will use reasonable endeavors to meet any dates in relation to supporting the Products and/or Services (including but not limited to dates for the Client to attend calls) but any such dates will be provisional only and may be subject to change at the discretion on Spark Joy New York, with no liability attaching to Spark Joy New York in respect of such changes.

2.6 Spark Joy New York will have the right to make any changes to the support of the Products and/or Services which do not affect the nature or quality (including but not limited to: call lengths, session lengths, session type, session location, training type, training location, venue location, coach allocated, Facebook group access and content, Kajabi access and content).

2.7 The Client shall (and shall ensure all Authorized Affiliates and Authorized Users shall) at all times comply with all applicable laws relating to the use or receipt of the Products and/or Services, including laws relating to privacy, data protection and use of systems and communications. 

3.1 The Client will: (a) ensure that the terms of the confirmation email correspondence are complete and accurate; (b) co-operate with Spark Joy New York in all matters relating to the Products and/or Services; (c) pay the Fees strictly in accordance with the payment schedule set out in the order or as otherwise confirmed in writing by Spark Joy New York; (d) not use the Products and/or Services or any content, data or information derived from the Client’s use of the Products and/or Services for any purpose other than that which has been expressly authorized under the Contract, or otherwise as reasonable contemplated by the parties at the date of Contract; (e) not use the Products and/or Services for any unlawful purpose; and (f) permit Spark Joy New York to include information of video footage on its website highlighting any benefits which the Client’s business has obtained from the Products and/or Services and in this regard, the Client hereby grants to Spark Joy New York a royalty-free, nonexclusive perpetual license to use any intellectual property rights of the Client for this purpose.

3.2 The Client, for itself and as trustee for any of its directors, employees, agents or similar, undertakes to observe the obligations set out in clauses 3.3 to 3.5 (inclusive) below and shall fully indemnify Spark Joy New York from and against all loss, damage, costs and claims arising from its failure to adhere to those provisions or otherwise to fulfill its obligations under the Contract.

3.3 Transmission of storage of any information, data or material in violation of any law is prohibited. This included, but is not limited to: copyrighted material, material legally judged to be threatening or obscene, or material protected by trade secret and other statute. The subscriber agrees to indemnify and hold harmless Spark Joy New York from and claims resulting from the use of the Products and/or Services which damages the subscriber or any other parties.

3.4 Spamming, or the sending of unsolicited email, using an email address, URL that is maintained on a Spark Joy New York machine, or directing traffic to a webpage that contains any reference to Spark Joy New York is STRICTLY prohibited. Spark Joy New York will be the sole arbiter as to what constitutes a violation of this provision. This action will result in immediate termination of your account without refund. Any service interruptions as a result of subscribers spamming will be billed to the subscriber at $20.00 per hour until service is restored. Subscriber will also be in violation of the Spark Joy New York Service Agreement and subject to legal action.

3.5 Importing or in any way using purchased leads with a Spark Joy New York account is strictly prohibited. If you paid money or in any way purchased a group of pre-existing leads these may not be used with Spark Joy New York. Only people that have specifically requested information directly from you may be emailed through Spark Joy New York.

3.6 The Client is prohibited from transmitting on or through any of Spark Joy New York’s platforms, including social media platforms, any material that is, in Spark Joy New York’s sole discretion, unlawful, obscene, threatening, abusive, libellous, or hateful, or that encourages conduct which would constitute a criminal offense, give rise to civil liability, or otherwise violate any national or international law; the transmission of any pornographic or sex-related merchandise or data is expressly prohibited on any of Spark Joy New York’s servers. 

3.7 The Client shall (and shall ensure all Authorized Affiliates and Authorized Users shall) at all times comply with all applicable laws relating to the use or receipt of the Products and/or Services, including laws relating to privacy, data protection and use of systems and communications.

4.1 The Fees for the Products and/or Services are detailed in the order form or any agreement made in writing.

4.2 All sales are considered final 5 days from the date of initial payment being received.

4.3 The Fees will be paid in full in accordance with the payment schedule set out in the order form, or written confirmation from Spark Joy New York (or any agreement made with a finance company in accordance with payment for the Products and/or Services).

4.4 All payments due to Spark Joy New York under the Contract shall be made in full without any deduction or withholding and the Client will not be entitled to assert any credit, set off or counterclaim against Spark Joy New York against any sum(s) owed.

4.5 Payment shall be made monthly on the same calendar day as the date of the order form or as otherwise agreed in writing.

4.6 The Fees will remain payable by the Client notwithstanding any decision to cease using the Products and/or Services and even if the Client does not complete, access, attend or use the entire Products and/or Services.

4.7 Spark Joy New York shall be entitled to continue processing payments for any monies outstanding using any of the Client’s card details previously confirmed to Spark Joy New York;

4.8 In the event of any payment due to Spark Joy New York being overdue and unpaid for more than 20 (twenty) days, Spark Joy New York may at its discretion suspend or withdraw the provision of the Products and/or Services, without prejudice to any of its other rights as to termination.

4.9 For avoidance of doubt there is a 5 day cooling off period applicable to this product by law.

4.10 For avoidance of doubt the Fees will remain payable by the Client notwithstanding any decision to cease using the Service.

4.11 The client acknowledges they signed or agreed to the order form or payment plan through their own choice without coercion or any lawful tactics from Spark Joy New York and is fully responsible for their own decision.

4.11 Failure to make payment in a timely and collaborative fashion may result in your details and contract being handed to a 3rd party debt collection agency which may affect your credit rating and potential to get future credit.

5.1 All sales are considered final 5 days from the date of initial payment being received.

5.2 Should the Client request a refund on or before the date of sale, the Client will supply written notice of said request to amy@sparkjoynewyork.com. 

5.3 There will be no consideration or authorization for a refund after 5 days from the date of initial payment being received.

5.4 The Client shall not be entitled to cancel its purchase in the event that any passwords or any material has been sent to the Client.

5.5 If you do not request a refund as set out in the time frame in Clause 5, you are required to complete the remaining payments of your payment plan and you understand that your payments will automatically continue and you authorize us (without notice to you, unless required by applicable law) to collect any and all outstanding receivables, using any eligible payment method we have on record for your account.

6.1 Any liability of the company, including without limitation any liability for damages caused by any failure or performance, error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction of or unauthorized access to, alteration of, or use of records, whether for breach of contract, tort, negligence, or under any other cause of action, shall be strictly limited to the amount paid by or on behalf of the client to Spark Joy New York for the preceding calendar month or calculated based on 1/12th of the fees due to Spark Joy New York in the preceding 12 months.

6.2 Spark Joy New York will under no circumstances be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any loss of profit or any indirect or consequential loss arising from or in connection with the subject matter of the Contract.

The Client undertakes not to compete or seek to compete, either directly or indirectly or in any other capacity whatsoever, with the business of Spark Joy New York or in the provision of products or services directly competitive with any aspect or part of the Products and/or Services, resulting in actual or anticipated loss to Spark Joy New York, to include as to its reputation.

8.1. All intellectual property rights in or arising out of or in connection with the Products and/or Services will be owned by Spark Joy New York. Spark Joy New York grants the Client with a revocable, non-exclusive royalty-free license to use such rights only to the extent necessary to allow the Client to benefit from the Products and/or Services but not further or otherwise and no other rights or licenses are granted; any such rights arising from the Client’s use of the Products and/or Services shall accrue to Spark Joy New York and the Client shall be deemed to have assigned any such rights to Spark Joy New York, with Spark Joy New York authorized to act as its agent to execute any such transfer or other documents giving effect to the same.

8.2 The Client and Authorized Users may be able to store or transmit Client Data using the Products and/or Services and the Products and/or Services may interact with Client Systems. The Client hereby grants a royalty-free, non-transferable, non-exclusive licence for the Supplier (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilize the Client Data and Customer Systems to the extent necessary to perform or provide the Products and/or Services or to exercise or perform Spark Joy New York’s right, remedies and obligation under the Contact.

9.1 Client Data shall at all times remain the property of the Client or its licensor.

9.2 Except to the extent Spark Joy New York has direct obligations under data protection laws, the Client acknowledges that Spark Joy New York has no control over any Client Data hosted as part of the provision of the Products and/or Services and my not actively monitor or have access to the content of the Client Data. The Client shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Client Data and that its use (including use in connection with the Products and/or Services) complies with all applicable laws and Intellectual Property Rights.

 

9.3 If Spark Joy New York becomes aware of any allegation that any Client Data may not comply with the Acceptable Use Policy or any other part of this Contract Spark Joy New York shall have the right to permanently delete or otherwise remove or suspend access to any Client Data which is suspected of being in breach of any of the foregoing from the Products and/or Services and/or disclose Client Data to law enforcement authorities (in each case without the need to consult the Client). Where reasonably practicable and lawful Spark Joy New York shall notify the Client before taking such action.

9.4 All files, information, mail and other data available via the Client’s account will be preserved for 30 days from the date any payment is due; the Client accepts that all such data may be deleted after this time, in the event of breach or non-payment in accordance with the Client’s Contract obligations. This may result in the Client being required to reapply for the Products and/or Services as a new user.

9.5 Spark Joy New York shall have the right to suspend the Products and/or Services at any time, and for any reason, without notice; the Client accepts and acknowledges that Products and/or Services of this nature can be withdrawn or may be unavailable due to technical and other issues, or as a result of updates, maintenance or similar. If such a suspension or withdrawal is to last more than 30 days, the Client will be notified as to the reason.

10.1 Spark Joy New York shall maintain the confidentiality of the Client Data and shall not without the prior written consent of the Client or in accordance with the Contract disclose or copy the Client Data other than as necessary for the performance of the Services or its express rights and obligations under the Contract.

10.2 Spark Joy New York will disclose the Client Data only to those of its officers employees, agents, contractors and direct and indirect sub-contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under the Contract or as otherwise reasonably necessary for the provision or receipt of the Services.

10.3 In order to promote and respect the confidentiality of all Program participants and intellectual property the Client understands that all training, now and in the future, is limited to people who have registered in the respective training. In consideration of and as a condition for permitting the Client to participate in the Training the Client agrees to not publish, broadcast, disclose, communicate to the public, or assist another to do the same in respect of, the identity, likeness or actual or paraphrased comments of anyone who participates, leads, assists or is otherwise involved in the Training.

11.1 Spark Joy New York gives no warranties of any kind, whether express or implied, for the Products and/or Services it provided under the Contract. Spark Joy New York also disclaims any warranty of merchantability or fitness for a particular purpose. This includes loss of data resulting from delays, non-deliveries, mis deliveries, or Products and/or Services interruptions caused by Spark Joy New York’s negligence or the Client’s errors or omissions. Use of any information obtained via Spark Joy New York is at the Client’s own risk. Spark Joy New York makes no warranty whether express or implied as to the accuracy of quality of information obtained through its Products and/or Services.

11.2 Assignment and subcontracting: The Client will not without the prior written consent of Spark Joy New York, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligation under the Contract. For the avoidance of doubt, the Client will not share the Products and/or Services or any content, data or information derived from the Client’s use of the Products and/or Services with any third party without the prior written consent of Spark Joy New York, which may be withheld.

11.3 Waiver: A waiver of any right under the Contract is only effective if it is in writing and will not be deemed to be a waiver of any subsequent breach or default.

11.4 Variation: Except as set out in these Conditions, any variation including the introduction of any additional terms and conditions, to the Contract, will only be binding when agreed in writing and signed by or on behalf of Spark Joy New York.

11.5 Force Majeur: If Spark Joy New York’s performance of any of its obligations under the Contract is prevented or delayed by any act of omission by the Client or failure by the Client to perform any obligation (“Client Default”), Spark Joy New York, without limiting its other rights or remedies, will (a) have the right to suspend provision of the Products and/or Services until the Client remedies the Client Default and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays Spark Joy New York’s performance of its obligations, and (b) not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Spark Joy New York’s failure or delay to perform such of its obligations.

11.6 Spark Joy New York reserves the right to alter or cancel published dates and change venues without liability.

 

11.7 Spark Joy New York reserves the right to make changes to the programs, services, products, speakers or venue should this be necessary.

11.8 From the date the contract commences any behavior displayed by the Client that Spark Joy New York deems as disruptive, threatening, abusive or untenable in anyway, either in person, via email, via social media or any other forms of means of communication either directed at Spark Joy New York, Spark Joy New York’s other clients, Spark Joy New York team members or associates may result in the Client being denied access to all aspects of the Products and/or Services, including online support, Facebook groups, live events or coaching calls. All remaining fees would remain payable and any monies for the Products and/or Services will be non-refundable.

11.9 No income claims: The Client agrees that Spark Joy New York has not made any promise, guarantee, or other representation with respect to the Client’s future results or gains resulting from the provision of the Product or Service, and that the Client has not been induced to enter the Contract as a result of any claims of results.

11.10 Access: The Products and Services requires Internet Access.

12.1 The Products and/or Services are limited to people who have registered in/for the Products and/or Services.

12.2 The Client will not publish, broadcast, disclose, communicate to the public, or assist another to do the same in respect of, the identity, likeness or actual or paraphrased comments of anyone who participates, leads, assists or is otherwise involved in the Products and/or Services; and

 

12.3 The Client agrees that the provisions of this Client Confidentiality Agreement shall be governed by and enforceable under the laws of, and subject to the exclusive jurisdiction of the courts of, the country in which the Client participates in the Products and/or Services; and that Spark Joy New York shall have the right to pursue all legal and equitable remedies available to it, including injunctive or other extraordinary relief and damages if the Client breaches this Client Confidentiality Agreement.

12.4 The Client recognizes that any breach of this Client Confidentiality Agreement may cause Spark Joy New York and/or the participants in the Products and/or Services irreparable and substantial harm even though it may be impossible to ascertain the full monetary extent of their financial loss.  

12.5 Nothing in this Client Confidentiality Agreement is intended to limit you from sharing your experience of the Products and/or Services with anyone.