Last Updated March 15, 2024
1. Purpose
Governs all work performed by AbleSpark for its Clients. “Clients” refers to any person, organization, or legal entity receiving products or services from AbleSpark, Inc.
2. Updates to AbleSpark’s Terms of Service
Terms may be updated periodically due to policy changes or legal requirements. Changes become effective when published on the AbleSpark website. AbleSpark will attempt email notification, but clients must periodically review terms themselves and cancel if disagreeable.
3. Assignments to AbleSpark
Projects are defined by Proposals, Work Orders, Contracts, or Service Agreements (“Agreements”). All current and future agreements are governed by the latest Terms of Service version on AbleSpark’s website.
4. Payments
Payment terms are specified in each Agreement. Copyright and license rights are conditioned on full payment. Default terms are “Net 30” unless a written agreement states otherwise. Timely payment means received or postmarked by the due date. Services are non-refundable unless specified otherwise.
5. Late Payment Fees
Unpaid invoices incur a late fee of 1.5% of the past-due payment amount, added every 30 days until paid.
6. Failure to Pay
Failure to pay includes: missing invoice deadlines, missing payment milestones, dishonored checks, declined cards, or partial payments without written permission. AbleSpark may suspend or cancel services without warning. AbleSpark may pursue collection actions, and the client is responsible for all costs and legal fees. Overdue domain registration payments result in automatic domain forfeiture to AbleSpark.
7. Rate Changes
Hourly and ongoing service rates may change. AbleSpark provides 30 days’ notice. Clients must object in writing 15 days before the effective date or services won’t renew. Non-objecting clients accept new rates and remain liable for charges.
8. Expenses
The client reimburses AbleSpark for all work-related costs and expenses unless explicitly covered in the Agreement, including sales taxes.
9. Estimates Only
Prices quoted are estimates only. AbleSpark may exceed estimates by 10% without client permission.
10. Restart Fee
Agreements where the client hasn’t completed AbleSpark requests within 45 days become dormant and incur a $1,000 restart fee before work resumes.
11. Electronic Invoicing
Clients expressly agree to accept electronic invoice delivery via email and online billing system posting.
12. Technology Used
AbleSpark chooses appropriate design and development techniques. Additional fees apply for client-requested specific techniques or software.
13. Content Provided by Client
Content should be complete and in appropriate digital formats (Word, OpenOffice Writer, ASCII text, PDF, MP3, WAV, JPEG, GIF, Illustrator, EPS). Additional fees apply for content editing and format conversion.
14. Testing on Older Browsers and Devices
Web work is tested on recent Firefox and Chrome versions. Testing and modifications for other browsers, devices, or older versions incur additional fees.
15. Acceptable Use of Services
Clients cannot use AbleSpark hosting or email services for activities deemed harmful to AbleSpark’s clients, operations, reputation, goodwill, or customer relations. Prohibited uses include: unsolicited email, distributing copyrighted material, adult content, sex-related merchandising, pirated software, server attacks, or customer harm. AbleSpark may edit, remove, or deny access without notice. AbleSpark may disclose account content to satisfy laws, regulations, governmental requests, or court orders.
16. Mutual Confidentiality
Agreements create confidential relationships. Client and AbleSpark each recognize the other’s business information (affairs, customers, vendors, finances, properties, operations, programs, documentation) as confidential in written, oral, or other forms. Information isn’t confidential if already publicly known through neither party’s actions.
17. Mutual Non-Disclosure
AbleSpark won’t disclose client confidential information except as directed by the client or required by law. Upon termination, AbleSpark returns all client-provided documents and materials. The client similarly won’t disclose AbleSpark confidential information except as directed. However, AbleSpark may release confidential information to the extent necessary in collection or legal defense proceedings.
18. Rights to Development
All inventions, creations, programs, code, software, documentation, specifications, training materials, modifications, work products, papers, recordings, pictures, drawings, and representations created by AbleSpark (“Works”) become client property once AbleSpark receives full payment. Unless otherwise stated in writing, AbleSpark retains rights to re-use, transfer, and license created works.
19. No Solicitation by the Client
During services and one year after agreement termination, clients cannot solicit, hire, or associate with AbleSpark employees or those who left within three months without written AbleSpark permission. Clients cannot recruit or induce employees to leave AbleSpark. If unknowingly approached, clients must cease contact upon notification. General employment advertising not directed at AbleSpark employees doesn’t constitute solicitation.
20. Software Licenses and Unauthorized Use
All software remains subject to respective licenses. AbleSpark-created software is licensed for non-exclusive deliverable use only and cannot be modified, duplicated, sold, transferred, assigned, or used otherwise without written permission. Clients indemnify AbleSpark against claims from unauthorized uses. Clients pay special licensee or royalty fees as required.
21. Developer Warranties
AbleSpark warrants deliverables won’t knowingly: violate laws or regulations; be defamatory or libelous; be pornographic or obscene; or contain malicious programming. AbleSpark warrants deliverables substantially conform to the acceptance criteria for 30 days after deployment (if the client makes no changes). No conflicting contracts or impediments exist.
22. Client Warranties
Clients warrant agreements won’t knowingly violate laws or regulations, be defamatory or libelous, be pornographic or obscene, or contain malicious programming. Clients have all rights necessary for the production, distribution, exhibition, and exploitation of deliverables. No conflicting contracts or impediments exist.
23. Limitation of Liability
AbleSpark and its agents and employees aren’t liable for incidental or consequential damages from performance or failure to perform. AbleSpark disclaims implied warranties including merchantability and fitness.
24. Integrated Agreement
The executed Agreement plus these Terms represent the entire agreement, superseding all prior representations, understandings, or agreements regarding that subject matter.
25. Severability
If any terms are found invalid or unenforceable by government bodies, the remaining terms continue applying.
26. Termination by Client
Clients must submit written termination requests (postal, email, or fax) including legal name, address, contact information, signature, and termination reason. Requests must arrive 30 days before the renewal date. AbleSpark stops work upon receipt. Termination doesn’t relieve clients from pre-request service fees or minimum-contract amounts.
27. Termination by AbleSpark
AbleSpark may terminate any agreement without notice, refund, or compensation if clients: violate these Terms of Service; act unprofessionally or abusively toward employees, contractors, or affiliates; damage AbleSpark’s or affiliates’ community standing; use services for pornography, sex-related merchandising, illegal activity promotion, or public health and safety content; or interfere with other clients’ service use. Violating clients face $250/hour administration and investigation charges.
28. Choice of Law
All agreements are treated as executed and performed in Anne Arundel County, Maryland, governed by Maryland and U.S. law without conflict-of-law principles. Terms are interpreted fairly toward no party. All legal proceedings occur in Anne Arundel County courts. Clients submit to jurisdiction and consent to extra-territorial service.
29. Credit Lines
Unless otherwise stated in writing, AbleSpark receives credit on all documentation, packaging, artwork, media, websites, and applications. Credit may include website hyperlinks.
30. No Waiver
AbleSpark’s failure or refusal to exercise rights doesn’t constitute a waiver of future rights.