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Sparkeo Knowledge Providers Terms and Conditions

http://www.sparkeo.com provided by Limood SA ("Sparkeo" or "Site") is a flexible video and text platform for professional knowledge providers such as lecturers, teachers, bloggers,consultants and any other person who wants to market, promote or sell their Knowledge ("Knowledge Provider"). Sparkeo may change the features and functionality of the Site at its sole discretion, at any time.

At all times, the latest version of these terms and conditions will appear on this page, and you are encouraged to periodically check the latest version of the terms and conditions on this page.

YOU AGREE THAT BY BEING A KNOWLEDGE PROVIDER ON SPARKEO YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT.

This Agreement sets and contains all of the terms and conditions between a user of Sparkeo who is a Knowledge Provider and Sparkeo (the Terms and Conditions for users that are not Knowledge Providers are located at http://www.sparkeo.com/terms-members. By submitting the Knowledge Provider registration form, a binding agreement will be executed between you and Sparkeo. If you do not agree to theses terms and conditions, please do not apply as a Knowledge Provider. In such case you will not be able to use the services of Sparkeo.

We do not control content submitted by Knowledge Providers and posted on the Site and, as such, do not guarantee in any manner the reliability, validity, accuracy or truthfulness of such content and all such content is at the Knowledge Provider's sole responsibility.

You undertake to provide accurate, true and complete information, and you will maintain and update such information during the term of this Agreement so that it will remain true, accurate, current and complete. You may not share or pass-on your identification details or passwords to anyone, not may you allow anyone else to use your Sparkeo account or enter Sparkeo using your username or password. If we have reason to believe that you have provided Sparkeo with inaccurate, incomplete non-current or untrue information or that you have shared, passed-on or allowed anyone to use your Sparkeo account, such conduct will be deemed by Sparkeo as a severe breach of these Terms and Conditions and Sparkeo reserves the right, at its sole discretion, to suspend, restrict or terminate your account, including your access to all content acquired by you or to which you have registered.

We give no guarantees: (a) regarding the availability, operation, maintenance, timing or delivery of the Sparkeo website or of any specific content or any portion thereof; or (b) that submission of your content will secure any success or generate any revenues.

By registering as a Knowledge Provider and agreeing to the terms and conditions of this Agreement, you also are agreeing to the terms of the privacy policy, the latest version of which is available at http://www.sparkeo.com/privacy-policy and is incorporated into this Agreement.


Definition of Service

Sparkeo's customizable video course platform enables Knowledge Providers to offer and sell their expertise all over the Web through the creation of video courses, online video consulting and other related activities, and provides the Knowledge Providers with a one-stop-shop for all of the tools necessary to create, communicate, promote, market, monetize and analyze their uploaded content. Sparkeo video courses can be embedded on any website, social network and blog and sold online on a timely basis or as a consulting service.

From the user's perspective (i.e., the person who consumes the content created by a Knowledge Provider; hereinafter, a "Member"), Sparkeo is a new way of learning on the Internet: it is transforming learning into an interactive experience bringing the social layer and excitement to learning. you are encouraged to review the Member Terms and Conditions at http://www.sparkeo.com/terms-members in addition to reviewing these Terms and Conditions.

Knowledge Provider is not an employee or agent of Sparkeo and Sparkeo assumes no responsibility for any act or omission of any such Knowledge Provider.

The Site is only an application for knowledge providers who want to reach their customers, students or audience online.

Sparkeo may add, change or eliminate features, pricing and/or other aspects of its services and make other changes at any time and these Terms and Conditions will continue to apply to the services as modified. We reserve the right at any time and from time to time to modify, suspend or discontinue, temporarily or permanently, the Site or the services offered thereon (or any part thereof) with or without notice; provided however, that while the Site is still operating we will not disrupt the availability of content purchased by a Member. You agree that we will not be liable to you or to any third party for any such modification, suspension, or discontinuance of the site or the services.


Limited License

Sparkeo grants Knowledge Provider a nonexclusive, worldwide, revocable right to use the Site provided that Knowledge Provider does not copy, modify, create a derivative work of, reverse engineer or otherwise attempt to discover any source code thereof, or breach these Terms and Conditions.


Content

Sparkeo contains content provided by third parties, including other Knowledge Providers and Members. Furthermore, Sparkeo operates forums, comments walls, question and answers walls, bulletin boards and other features, through which Members may interact publicly or privately with Knowledge Providers and on which Knowledge Providers may publish answers to questions on various topics. All the related content published on Sparkeo is not modified, moderated nor checked by Sparkeo, so we do not assume responsibility for offensive questions, comments or any other elements submitted by Members.

The Knowledge Provider acknowledges that Members of Sparkeo are free to seek and acquire their desired information and/or services from any Knowledge Provider on Sparkeo and that Members may be offered various offers by Sparkeo.

Knowledge Providers undertake to provide, at all times, correct and accurate representation of their skills, background and qualifications as required by Sparkeo and update such information as required form time to time. A course can be deleted any time by the Knowledge Provider, in which case it will be immediately removed or blocked for new users and Knowledge Provider shall no longer be able to modify it. Yet, such deleted course will always be accessible (on Sparkeo.com or elsewhere) to any Member that has paid for said course. Furthermore, the embedded video may always remain available enabling people to see the free preview, even if the course itself is no longer available to be purchased.

Uploaded Video Content cannot be modified but text modifications can be done at any time.

Notwithstanding the provisions hereof, you acknowledge that Sparkeo may screen content submitted by Knowledge Provider, and shall have the right (but not the obligation), in its sole discretion, to remove any submitted content. Without limiting the foregoing, Sparkeo has the right to remove any content submitted by Knowledge Provider that violates these Terms and Conditions or is otherwise objectionable. You agree and acknowledge that we may preserve content submitted by you and may disclose it if required to do so by law or in the good faith belief that any such preservation or disclosure is reasonably necessary to comply with legal process, enforce these Terms and Conditions, respond to claims that any content violates the rights of third parties or protect our rights, property or personal safety or that of our users and the public. Removed content will not be offered to new users; however, those Members who have already purchased such content may be granted continued access to it within their accounts.

When as a knowledge provider you sell a course to a Member, then unless otherwise agreed in writing between you and such Member, you grant said Member the right to continue to view the course even if you have terminated your Sparkeo account or discontinued the sale of such course.

Should Sparkeo decide to remove any content from its servers, at its discretion, whether due to storage considerations, legal considerations or for other reasons, the Members that have purchased those courses will be given the opportunity to download the purchased courses to their computers and you waive any objection or claim in connection with such action.

Closing your Sparkeo account shall be deemed as your consent and authorization to the deletion of all content submitted by you to Sparkeo, subject to the provisions of these Terms and Conditions. Conduct:

A Knowledge Provider will not mislead users to believe that he or she can provide a service which is outside Knowledge Provider's field of expertise.

When you register for a Sparkeo Site account, a profile page will automatically be created for you and certain registration data will automatically be pre-populated in your profile page, including user name, profile image, the date you registered as a Sparkeo Site user, and your gender. You may choose to add information (Bio, social credentials and location) to or delete certain information from your profile page. Your profile page will also automatically display activity and any materials you have uploaded or otherwise submitted via the services and marked "Public". Please note that your profile page (including any comments that may have been left for you) may be viewed by other users, so you should not include any information in your profile page that you do not want others to see.

The Knowledge Provider warrants and declares that while using Sparkeo the Knowledge Provider will act according to the following rules and agree to the following:

1. Knowledge Provider will be solely and fully liable for all conduct, postings and transmissions that are made under its user name and password, and shall be responsible for any unauthorized use of Knowledge Provider's password, user name, e-mail, or any other breach of security;
2. each Knowledge Provider shall be responsible for the services and information provided to Members, as well as the effect that this might have on the Members;
3. In addition, Sparkeo cannot and will not make any effort to verify the identity, and other information regarding any of the Members;
4. Sparkeo is not involved in any transactions between Member and Knowledge Provider. Sparkeo does not control the quality, relevance or accuracy of the advice or services, whether the Knowledge Provider is qualified to provide the specific advice, whether the Knowledge Provider is categorized correctly or in the most appropriate category to provide the advice or services sought by the Member, the accuracy of any postings on the Site or any transmissions through it by Members or Knowledge Provider.;
5. Knowledge Provider agrees that By submitting your video(s) and contents, you hereby grant Sparkeo and its affiliates, successors and assigns a worldwide, non-exclusive, royalty-free, sub-licensable (through multiple tiers) and transferable license (with a right to create derivative works to the extent necessary to make video content compatible with any Sparkeo Services), revocable upon removing the video from Sparkeo, to use, copy, transmit or otherwise distribute, perform, publicly perform and display either:
   
   • your free and non-private videos or any portion thereof, in or through any medium, whether now known or hereafter created;
   • the preview portion of your video (typically up to 1 minute, but may be extended by Sparkeo) in or through any medium, whether now known or hereafter created;
     Provided, however, that any such usage of Knowledge Providers videos and contents by Sparkeo shall be done solely for the purpose of promoting Sparkeo and its services.
6. Knowledge Provider consents to Sparkeo collecting and processing any personal information, as per the terms of the Privacy Policy.
7. All interactions between Member and Knowledge Provider will be carried out and billed through the payment module used by Sparkeo that integrates the Paypal API. The Knowledge Provider agrees to abide by the pricing terms agreed upon with a Member while utilizing Sparkeo and to charge accurately and honestly for all services rendered.
8. The Knowledge Provider will not interfere with or disrupt the Sparkeo servers or networks connected to the Site;
9. Knowledge Provider will not attempt to gain unauthorized access to other computer systems or networks connected to the Site, and will not transmit "junk mail", "spam", "chain letters" or any unsolicited mass distribution of email or bulletin board postings;
10. Knowledge Provider will not transmit through Sparkeo any unlawful, harassing, libelous, privacy invading, abusive, threatening, defamatory, vulgar, obscene, racist, harmful, or otherwise objectionable or offensive material of any kind;
11. Knowledge Provider will not violate any applicable local, state, national or international law, statute, ordinance, rule, regulation or ethical code;
12. Knowledge Provider will not upload, post, e-mail, transmit or otherwise make available: (A) any information or material that infringes upon a third party right, especially intellectual property rights; (B) any third party advertisements, including banner exchange services; (C) any software viruses, Trojan horses, worms or any other malicious application or (D) any information or material which may constitute or encourage conduct that is a criminal offense or civil wrong or otherwise violates any applicable law;
13. Sparkeo may in the future enable the transfer of files between Members and Knowledge Provider. When opening such file attachments received from Members it is the responsibility of the Knowledge Provider to scan them with an anti-virus software application prior to opening them;
14. Knowledge Provider will not impersonate any person or entity, or make any false statement regarding his or her employment, agency or affiliation with any person or entity;
15. Knowledge Provider will not stalk, threaten or harass any other Knowledge Provider or Member or infringe upon or attempt to infringe upon their privacy or rights; and;
16. Sparkeo cannot and will not examine the validity or accuracy of the details in the Knowledge Provider's personal profile or in any of the Knowledge Provider's postings or transmissions. However, Sparkeo may, in its absolute discretion, refuse to post, transmit or remove any content uploaded by the Knowledge Provider. Without derogating from the above, Sparkeo may remove any content violating this Agreement. The Knowledge Provider will bear all the risks associated with the uploading and transmitting of material while utilizing Sparkeo, including reliance on its accuracy, reliability or legality.
17. Sparkeo will enable links to different sites. Such links will not be checked by us so Knowledge Provider assumes responsibility for such links, including with respect to the limitations set forth sub-clauses 10 and 12 above.

Fees and Payments

Each Knowledge Provider makes a determination for himself on the fees charged for the services he or she chooses to provide.

For each transaction performed through Sparkeo, the Knowledge Provider shall pay Sparkeo a fee (20% of the established price) according to the applicable and current fee schedule available at: http://www.sparkeo.com/pricing. Knowledge Provider confirms that Sparkeo may at its discretion amend the payment terms to which Knowledge Provider shall be subject, and any change in the payments terms and/or fee structure shall be binding upon Knowledge Provider for all services rendered to him by Sparkeo as of the date of such change.

Payments received from the Member according to the terms agreed upon between Member and a Knowledge Provider will be reserved by Sparkeo or its payment processing partners until withdrawn by Knowledge Provider ("Payments Received").

Sparkeo may at its discretion limit the minimum price to be paid for each paid course.

To get paid by Sparkeo, a Knowledge Provider must reach a minimum amount of money to be established by Sparkeo from time to time shall be USD 50, until such amount is amended by Sparkeo, at its discretion. We reserve the right to modify the minimum payment amount without previous announcement. Please note that we reserve the right to change the payment terms of our various plans and that we may in the future require a certain minimum fee for free video courses as well.

If you subscribed to one of our payment plans based on of Bandwith/Time/Storage, payment will be made by you upfront according to the rates listed on www.sparkeo.com/pricing.

In the event of suspected fraud or unlawful conduct on the part of Knowledge Provider, Sparkeo may, in addition to all remedies available to it hereunder and under any applicable law, cancel or suspend such Knowledge Provider's account and/or withhold any amounts and/or use such amount to reimburse Members, users or third parties that suffered damages as a result of such fraud or unlawful conduct. Without derogating from any provision herein, the billing by Knowledge Provider of a Member directly (i.e. not through Sparkeo) for contents available on Sparkeo shall be deemed as a fraudulent act on behalf of Knowledge Provider.

The payment to Knowledge Provider is not automatic. Sparkeo commits itself to transfer the funds to Knowledge Provider within 30 days following receiving a payment request from the Knowledge Provider's dashboard. Once the Knowledge Provider requires his/her money which is stocked in his/her wallet, it shall be transferred by Sparkeo to his/her account on PayPal.

Paypal is the only payment method used by Sparkeo to pay Knowledge Providers.

Notwithstanding anything else herein, Knowledge Provider authorizes Sparkeo to withhold, in its discretion, payments to of amounts paid by Members by credit card transactions until adequate time has passed to ensure that the payment will not be disputed by the paying Member or charged back by such Member's credit card issuer, or, if Sparkeo reasonably believes that fraudulent activity may have occurred in connection with payment, until Sparkeo is able to verify that no such activity has occurred.

Sparkeo has engaged PayPal to provide Sparkeo and Knowledge Providers all services related to collection and transfer of funds. Therefore, Sparkeo shall have no responsibility and makes no warranties with respect to the payments to Knowledge Provider, billing issues, security of Knowledge Provider's funds or personal information collected by PayPal, etc. We strongly urge you to review PayPal's terms of service before using Sparkeo as a monetization tool in connection with your content.

Sparkeo may choose to temporarily change the fees for its services for promotional purposes or new services, and such changes are effective when posted on Sparkeo.

Unless otherwise stated, all fees are quoted in US Dollar. The Knowledge Provider is responsible for paying all fees and applicable taxes associated with Sparkeo and services in a timely manner with a valid payment method. If your payment method fails or your account is past due, Sparkeo may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with Sparkeo, retaining collection agencies and legal counsel).

Sparkeo's billing system is not error-free, and Sparkeo shall not be liable for any problems, miscalculations or malfunctions in processing Knowledge Provider's fees or other payments due to it. If a Knowledge Provider thinks that a mistake has occurred he or she must send his/her complaint to payment@sparkeo.com within 30 days of discovery of such mistake and include the details of the payment in dispute. If for any reason a Member has not paid the Knowledge Provider's fees or has paid but has later charged back such payment, no Knowledge Provider fees will be paid to the Knowledge Provider for that transaction and if the money has already been sent to the Knowledge Provider, then Knowledge Provider is required to immediately repay this amount to Sparkeo. Notwithstanding the foregoing, Sparkeo reserves the right to deduct this amount from the Knowledge Provider's account or from future payments to be made from Sparkeo to Knowledge Provider. For Knowledge Providers who simultaneously participate as Members, Sparkeo shall be entitled to transfer or set-off payments from Knowledge Provider's pending earnings against his/her outstanding balance as a Member.


Dispute Resolution

Sparkeo wants the Member experience to be a satisfactory one and asks that any questions, issues or complaints ("Complaints") be directed to contact@Sparkeo.com. Sparkeo will act expediently to resolve such Complaints to the satisfactory of its Members. Sparkeo's decisions and resolutions in this matter are final.


Links

Your content on Sparkeo may contain links to web sites operated by third parties, over which Sparkeo has no control. The Knowledge Provider acknowledges and agrees that Sparkeo shall not be for the availability of such third party web sites and will not be responsible or liable for any content, advertising, products, privacy policy or other materials contained therein and that all responsibility therefore shall be borne by Knowledge Provider.

The Knowledge Provider warrants and agrees that Sparkeo will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, products or services available on or through any third party web sites.


Advertisements

Sparkeo may contain advertisements on its own behalf or paid advertisements on behalf of interested companies and/or individuals. However, Sparkeo may only place advertisements on free content for which Knowledge Provider is not paying for storage, bandwidth or customization. Knowledge Provider acknowledges and agrees that Sparkeo is not liable for the privacy practices of advertisers or the content of their web sites and/or advertisements. Sparkeo shall have no liability for the communications, of any sort, with such advertisers.


Modifications and Termination of Sparkeo

Sparkeo reserves the right to amend, discontinue and/or terminate and/or suspend and/or limit and/or disable and/or cancel any service provided on Sparkeo or any part thereof at its sole discretion and without notice to you. The Knowledge Provider hereby agrees and acknowledges that Sparkeo is permitted to limit, disable, eliminate or cancel some or all of the functionality of Sparkeo.

You may cancel your account at any time. If you violate any of these Terms and Conditions or any applicable law, your permission to use Sparkeo will automatically terminate.


Intellectual Property

Sparkeo is the sole owner of all the intellectual property, and in particular the copyright, trademarks, database and patents, in Sparkeo and in any software, application, graphics, text and other materials used therein.

This Agreement does not grant the Knowledge Provider any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), domain names or any other rights, functions or licenses in respect of Sparkeo. The Knowledge Provider may not create derivative software based upon any trade secret, intellectual property or proprietary information of Sparkeo. Furthermore, the Knowledge Provider may not sub-license, assign, transfer, sell or make any other commercial use as a Member of Sparkeo.

The Knowledge Provider may not adapt or use any trademark or trade name, domain name similar to or likely to be confused with that of Sparkeo, or take any other action that infringes upon or impairs Sparkeo's trademark rights.

Sparkeo shall not be deemed to acquire any ownership or other right in or to content displayed by Knowledge Provider on Sparkeo, other than as specifically set forth in these Terms and conditions.


Copyright Policy:

Sparkeo is committed to protecting the rights of intellectual property (including copyrights) holders and seeks to comply with all applicable laws and regulations regarding the protection of intellectual property. Sparkeo respects the intellectual property of others, and we ask users and Knowledge Providers to do the same.

Unauthorized copying, distribution, modification, public display or public performance of copyrighted works is a copyright infringement, and Sparkeo reserves the right to undertake appropriate steps against copyright offenders.

Sparkeo has no responsibility for content of other owners that you may find, access, and/or download, when using Sparkeo. Any such material may be protected by copyright and other intellectual property laws. The terms of use that are posted by the respective owners of those materials, and not of Sparkeo, govern your use of that material. You are responsible for complying with all laws and regulations applicable to the content you make available. It is your responsibility to determine what restrictions apply, to comply with all applicable restrictions and to obtain all necessary authorizations.

Your use of Sparkeo is conditioned upon your agreement not to use the Sparkeo to infringe the intellectual property rights of others in any way.

Sparkeo, at its sole discretion, may terminate its engagement with Knowledge Provider who are suspected to be infringers of the copyrights, or other intellectual property rights, of others, or may, at its sole discretion, take other actions against such Knowledge Providers.

In addition, It is Sparkeo's policy, in appropriate circumstances, at its discretion and in accordance with applicable laws, to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and to remove or disable access to any reference or link to material or activity that is claimed to be infringing.

Without limiting any of the foregoing or hereunder, Sparkeo will act expeditiously to process any notices of alleged intellectual property infringement.

Sparkeo's agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail: 11, Marbeuf Street, 75008, Paris, France
By email: contact@sparkeo.com

Note - Please note that, due to security concerns, attachments cannot be accepted. Accordingly, any notification of infringement submitted electronically with an attachment cannot be received or processed.


Indemnification

You agree to indemnify Sparkeo and its officers, employees, agents and representatives, and to hold them harmless, from any and all losses, claims and liabilities (including attorneys fees) which may arise from your illegal, unauthorized or abusive use of Sparkeo and/or any other service offered by Sparkeo.


Notice

Any notice or other communication to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail, return receipt requested, or electronic mail. The date of receipt shall be deemed the date on which such notice is given.


No Assignment

Knowledge Provider shall not assign his or her rights and obligations according to this Agreement, in whole or in part, whether voluntarily or by operation of law, without the prior, written consent of Sparkeo. Any purported assignment by Knowledge Provider without the appropriate prior written approval will be null and void and of no force or effect.


Disclaimer of Warranty and Limitation of Liability

THE SERVICES ARE PROVIDED "AS IS", WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SPARKEO EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND/OR QUALITY OF SERVICE. SPARKEO MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. YOU UNDERSTAND AND AGREE THAT THE USE OF SPARKEO IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPOSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR DATA STORED ON IT. IN NO EVENT WILL SPARKEO BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, LOSS OF PROFITS AND SAVINGS AND THE LIKE), OR ANY OTHER DAMAGES ARISING OUT OF THE UNAVAILABILITY, USE, RELIANCE ON, INABILITY TO UTILIZE OR IMPROPER USE OF SPARKEO, EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE.

FURTHERMORE, SPARKEO MAY BE SUBJECT TO CHANGES IN SPARKEO'S PRACTICES AND POLICIES REGARDING VARIOUS FEATURES INCLUDED IN SPARKEO. IN ADDITION, SPARKEO GIVES NO WARRANTY REGARDING THE ONGOING NON-INTERRUPTABLE AVAILABILTY OF SPARKEO OR THE TIMES AT WHICH IT WILL BE AVAILABLE.


Miscellaneous

(a) These terms and conditions constitute the entire agreement between the parties concerning the subject matter hereof. (b) Except to the extent applicable law, if any, provides otherwise, these terns and conditions shall be governed by the laws of the State of Israel without giving effect to any principles of conflicts of laws thereof, and the eligible courts in the district of Tel Aviv shall have exclusive jurisdiction over all disputes between the parties; these terms and conditions will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. (c) Upon reasonable notice posted on www.sparkeo.com, Sparkeo may assign or transfer these terms and conditions at its sole discretion. (d) If any part of these terms and conditions is found void and unenforceable, it will not affect the validity of the balance of these terms and conditions, which shall remain valid and enforceable according to their terms.