Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and SparkLocally ("Company", "we", "us", or "our"). By accessing or using the website at sparklocally.pages.dev (the "Site") or by engaging our digital marketing services, you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you do not agree to these Terms, you must not use the Site or our services. We reserve the right to update these Terms at any time. Continued use of the Site or services after changes are posted constitutes your acceptance of the revised Terms.

2. Description of Services

SparkLocally provides digital marketing services to small and mid-size businesses, including but not limited to:

• Search engine optimization (SEO) and local SEO
• Website design and development
• Social media management and content creation
• Paid advertising management (Google Ads, Meta Ads)
• Email marketing and automation
• Online reputation management
• Digital marketing strategy and consulting

The specific services, deliverables, timelines, and fees applicable to your engagement are set out in a separate Service Agreement or Statement of Work ("SOW") agreed upon between you and SparkLocally. In the event of any conflict between these Terms and a signed SOW, the SOW shall prevail.

We reserve the right to modify, suspend, or discontinue any service at any time with reasonable notice. We do not guarantee specific results such as search engine rankings, traffic volumes, or revenue outcomes, as these depend on factors outside our control.

3. Payment Terms

3.1 Fees and Billing

Service fees are as set out in your SOW or as listed on our pricing page. Unless otherwise agreed in writing, all fees are billed monthly in advance on the first day of each billing cycle. Invoices are issued electronically and are due upon receipt.

3.2 Late Payments

Payments not received within fourteen (14) days of the invoice date are considered overdue. We reserve the right to suspend services on accounts with overdue balances until payment is received in full. Overdue amounts may accrue interest at a rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower).

3.3 Ad Spend

Where paid advertising services are included in your plan, the management fee covers our time and expertise only. Advertising spend paid directly to platforms such as Google or Meta is separate and is billed directly to your own advertising account. You are solely responsible for funding your ad accounts and ensuring sufficient budget is available.

3.4 Refunds and Cancellations

All plans are month-to-month unless otherwise agreed. You may cancel at any time by providing thirty (30) days written notice. Fees paid for the current billing period are non-refundable. Cancellation takes effect at the end of the current billing cycle. We do not offer pro-rated refunds for partial months.

4. Client Responsibilities

To enable us to deliver services effectively, you agree to:

• Provide accurate, complete, and timely information, materials, and access credentials as reasonably requested
• Ensure that any content, images, or materials you provide to us do not infringe any third-party intellectual property rights and comply with applicable laws
• Designate a primary point of contact who has authority to approve deliverables and make decisions on your behalf
• Respond to requests for feedback or approvals within five (5) business days; delays caused by late responses may affect delivery timelines
• Maintain ownership and control of your own advertising accounts, website hosting, and domain registrations

5. Intellectual Property

5.1 Our Intellectual Property

The Site and all of its content — including text, graphics, logos, icons, images, audio clips, and software — are the property of SparkLocally or its content suppliers and are protected by applicable copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, create derivative works of, publicly display, or exploit any content from the Site without our prior written consent.

5.2 Work Product

Upon receipt of full payment for the applicable services, and unless otherwise specified in your SOW, all custom deliverables created specifically for you (such as website designs, written content, and ad creatives) become your property. SparkLocally retains ownership of all pre-existing materials, tools, frameworks, templates, and methodologies used in the delivery of services, and grants you a non-exclusive, royalty-free license to use such materials solely as incorporated into your deliverables.

5.3 Your Content

You retain all ownership rights in content, trademarks, and materials you provide to us. By providing such materials, you grant SparkLocally a non-exclusive, worldwide, royalty-free license to use, reproduce, and display them solely for the purpose of delivering the agreed services.

5.4 Portfolio Rights

Unless you notify us otherwise in writing, we reserve the right to reference your business name and display work we have created for you in our portfolio, case studies, and marketing materials.

6. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information"). Neither party will disclose the other's Confidential Information to third parties or use it for any purpose other than performing obligations under these Terms, without prior written consent. This obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, or that is required to be disclosed by law or court order.

7. Disclaimer of Warranties

THE SITE AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

We make no guarantees regarding specific outcomes from our services, including search engine rankings, website traffic, conversion rates, or revenue. Digital marketing results depend on many factors outside our control, including search engine algorithm changes, market conditions, and competitor activity.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPARKLOCALLY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION — ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF (OR INABILITY TO USE) THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO SPARKLOCALLY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you in full.

9. Indemnification

You agree to indemnify, defend, and hold harmless SparkLocally and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with: (a) your use of the Site or services; (b) your violation of these Terms; (c) your violation of any third-party rights, including intellectual property rights; or (d) any content or materials you provide to us.

10. Governing Law and Dispute Resolution

10.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. If you are accessing the Site from outside the United States, you are responsible for compliance with local laws.

10.2 Dispute Resolution

In the event of any dispute arising out of or relating to these Terms or the services, the parties agree to first attempt to resolve the dispute through good-faith negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may pursue binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in English. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration.

11. Termination

Either party may terminate the service engagement by providing thirty (30) days written notice. We may terminate or suspend your access to the Site or services immediately, without prior notice, if you breach these Terms or engage in conduct that we reasonably determine to be harmful, fraudulent, or unlawful.

Upon termination: (a) all outstanding fees become immediately due and payable; (b) each party will return or destroy the other party's Confidential Information upon request; and (c) provisions of these Terms that by their nature should survive termination (including Sections 5, 6, 7, 8, 9, and 10) shall survive.

12. General Provisions

• Entire Agreement: These Terms, together with any applicable SOW and our Privacy Policy, constitute the entire agreement between you and SparkLocally regarding the subject matter herein and supersede all prior agreements and understandings.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
• Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
• Assignment: You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms freely.
• Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including natural disasters, government actions, or internet outages.
• Notices: Legal notices to SparkLocally must be sent in writing to the contact address below. We may provide notices to you via email or by posting on the Site.

13. Contact Us

If you have questions about these Terms, please contact us: