These Terms of Service ("Terms") govern your access to and use of Sparknautic, a multi-channel inventory management platform operated by Apex and Studio, LLC ("we", "us", "our", or "Sparknautic"). By creating an account or using our Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.
1. Definitions
- "Service" refers to the Sparknautic platform, website (sparknautic.io), APIs, and all related tools and features.
- "User", "you", "your" refers to the individual or entity that creates an account and uses the Service.
- "Marketplace" refers to third-party e-commerce platforms (eBay, Amazon) that you connect to Sparknautic.
- "Content" refers to all data, text, images, product listings, and other materials you upload, create, or transmit through the Service.
2. Account Terms
- You must be at least 18 years of age to use the Service.
- You must provide accurate, complete, and current information when creating your account.
- You are responsible for maintaining the confidentiality of your account credentials, including your password and any API keys.
- You are responsible for all activity that occurs under your account, whether or not authorized by you.
- You must notify us immediately at [email protected] if you suspect unauthorized access to your account.
- One person or entity may not maintain more than one free account.
- You may not use the Service for any illegal purpose or in violation of any applicable laws or regulations.
3. Marketplace Integrations
By connecting your eBay or Amazon seller accounts to Sparknautic, you acknowledge and agree that:
- You authorize Sparknautic to access, read, and modify your marketplace data (including products, listings, inventory, orders, and account information) through official marketplace APIs.
- You are solely responsible for complying with each marketplace's terms of service, seller policies, and listing requirements.
- Sparknautic is not responsible for actions taken by marketplaces on your account, including suspensions, listing removals, or policy enforcement.
- Inventory synchronization operates on intervals (approximately every 5 minutes). There may be brief periods where inventory levels are not perfectly synchronized across all channels.
- You are responsible for verifying the accuracy of data synced to and from your marketplace accounts.
- You may disconnect any marketplace at any time through your channel settings. Disconnection will stop syncing but will not remove existing listings from the marketplace.
4. Subscription Plans and Pricing
4.1 Free Plan
The Free plan provides limited access to the Service (1 marketplace channel, 25 products, 50 orders per month). Free plan users are subject to the same Terms as paid subscribers.
4.2 Paid Plans
- Paid plans (Starter at $29/mo, Growth at $79/mo, Enterprise at $199/mo) are billed monthly in advance.
- All prices are in US Dollars and are exclusive of applicable taxes.
- We reserve the right to change pricing with 30 days' prior notice. Price changes will take effect at the start of your next billing cycle after the notice period.
4.3 Free Trial
New accounts on paid plans receive a 14-day free trial. No credit card is required to start a trial. At the end of the trial, you must enter payment information to continue using paid features. If you do not subscribe, your account will revert to the Free plan.
4.4 Upgrades and Downgrades
- Plan upgrades take effect immediately. You will be charged a prorated amount for the remainder of the current billing cycle.
- Plan downgrades take effect at the end of the current billing cycle. You will retain access to your current plan features until then.
- If a downgrade causes you to exceed the new plan's limits (products, channels, orders), you will need to reduce usage before the downgrade takes effect.
5. Payment Terms
- All payments are processed securely through Stripe. By providing payment information, you authorize us to charge your payment method on a recurring basis.
- If a payment fails, we will attempt to charge your payment method up to 3 additional times over 7 days. If all attempts fail, your account may be downgraded to the Free plan.
- You are responsible for any applicable sales tax, VAT, or other taxes related to your use of the Service.
- Refunds are handled on a case-by-case basis. Contact [email protected] for refund requests.
6. Cancellation and Termination
6.1 Cancellation by You
- You may cancel your subscription at any time through your billing settings or by contacting support.
- Cancellation takes effect at the end of the current billing period. You will retain access to paid features until then.
- Upon cancellation, your account reverts to the Free plan. Data exceeding Free plan limits will be retained for 30 days.
6.2 Account Deletion
- You may request complete account deletion by contacting [email protected].
- Upon deletion, all your data (products, orders, listings, credentials, and personal information) will be permanently removed within 30 days.
- Account deletion is irreversible. We cannot recover deleted accounts or data.
6.3 Termination by Us
We reserve the right to suspend or terminate your account at any time if:
- You violate these Terms or any applicable laws.
- Your use of the Service poses a security risk or may harm other users.
- Your account is used for fraudulent, abusive, or illegal activities.
- You fail to pay subscription fees after repeated attempts and notices.
We will make reasonable efforts to notify you before termination, except in cases of fraud, abuse, or legal requirements.
7. Your Content and Data
- You retain ownership of all Content you upload to or create through the Service.
- You grant Sparknautic a limited, non-exclusive license to use, store, process, and transmit your Content solely for the purpose of providing the Service.
- You are solely responsible for the legality, accuracy, and appropriateness of your Content, including product listings, descriptions, and images.
- You must not upload Content that infringes on third-party intellectual property rights, violates marketplace policies, or contains malware.
- We may remove Content that violates these Terms or applicable laws without prior notice.
8. Acceptable Use
You agree not to:
- Use the Service to sell counterfeit, illegal, or prohibited items on any marketplace.
- Attempt to circumvent marketplace policies, rate limits, or API restrictions through the Service.
- Use the Service to manipulate marketplace search rankings, reviews, or seller metrics.
- Reverse engineer, decompile, or attempt to extract the source code of the Service.
- Use automated tools (scrapers, bots) to access the Service outside of our official API.
- Share your account credentials with unauthorized third parties.
- Interfere with or disrupt the Service or its infrastructure.
- Use the Service to transmit spam, malware, or harmful content.
9. Service Availability and SLA
- We strive to maintain 99.9% uptime for the Service but do not guarantee uninterrupted availability.
- Scheduled maintenance windows will be communicated at least 24 hours in advance when possible.
- Enterprise plan users are covered by a Service Level Agreement (SLA) with uptime commitments and remedies. Contact sales for SLA details.
- We are not responsible for downtime caused by third-party services (marketplace APIs, payment processors, hosting providers) or force majeure events.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- Sparknautic is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, whether express or implied.
- We do not warrant that the Service will be error-free, that inventory synchronization will be perfectly accurate at all times, or that marketplace integrations will function without interruption.
- We are not liable for any lost sales, overselling incidents, marketplace penalties, account suspensions, or other damages resulting from synchronization delays, API failures, or data discrepancies.
- Our total liability for any claims arising from your use of the Service is limited to the amount you paid us in the 12 months preceding the claim.
- We are not liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities.
11. Indemnification
You agree to indemnify and hold harmless Sparknautic, Apex and Studio, LLC, and their officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorney's fees) arising from:
- Your use of the Service.
- Your violation of these Terms.
- Your Content or marketplace activities.
- Your violation of any third-party rights, including marketplace terms of service.
12. Intellectual Property
- The Service, including its design, features, documentation, and underlying technology, is the property of Apex and Studio, LLC and is protected by copyright, trademark, and other intellectual property laws.
- The Sparknautic name, logo, and branding are trademarks of Apex and Studio, LLC. You may not use them without prior written permission.
- You may not copy, modify, distribute, or create derivative works from any part of the Service without our express written consent.
13. Third-Party Services
The Service integrates with third-party platforms and services. Your use of these integrations is subject to the respective terms of those third parties:
Sparknautic is not responsible for the availability, accuracy, or reliability of third-party services.
14. Dispute Resolution
- These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.
- Any disputes arising from these Terms or the Service shall first be attempted to be resolved through good-faith negotiation.
- If negotiation fails, disputes shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.
- You agree to resolve disputes on an individual basis and waive the right to participate in class action lawsuits or class-wide arbitration.
15. Changes to These Terms
We may modify these Terms at any time. Material changes will be communicated via email or a prominent notice on the Service at least 30 days before they take effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service and cancel your account.
16. General Provisions
- Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and Sparknautic.
- 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 does not constitute a waiver of that right or provision.
- Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.
- Force Majeure: We are not liable for delays or failures in performance resulting from circumstances beyond our reasonable control, including natural disasters, war, terrorism, riots, embargoes, government orders, or internet/infrastructure failures.
17. Contact Us
For questions about these Terms, contact us at:
Apex and Studio, LLC
d/b/a Sparknautic
Email: [email protected]
Legal: [email protected]