1. What is in these terms?
These terms tell you the rules for using our websites sparksapp.io and my.sparksapp.io ("Sites") and our app "Sparks – Learn from podcasts" ("App") (our "Platform"). They govern the service(s) that we provide you to via the Platform ("Service(s)") and any documentation that we provide to you as part of this ("Documentation").
Please read these terms ("Terms") carefully before using the Platform. By using our Platform, you confirm that you accept these Terms and that you agree to comply with them. If you do not agree to these Terms, you must not use our Platform.
2. Who we are and how to contact us?
The Platform is owned and operated by F.D.N Holding Limited (referred to as "Nextlayer", "we", "us" or "our" in these Terms). We are a limited liability company registered at Companies House in England under registration number 11098463. Our registered address is currently Flat 3 5 Randolph Avenue, London, England, W9 1BH. We are registered with the Information Commissioner's Office ("ICO") with registration number is ZA540417.
If you want to contact us, you can do so by email firstname.lastname@example.org or by post to F.D.N Holding Limited, Unit 1, 1 Back Hill, London EC1R 5EN, United Kingdom.
3. Using our Platform and recording Spark Notes
Whenever you make use of a feature that allows you to add content to our Platform you must comply with our "Acceptable Use Policy" which is as follows:
You agree to ensure that any and all material which you contribute to our Platform or otherwise provide to us ("Spark Note(s)") do not:
- Infringe any copyright, database right or trade mark of any other person.
- Contain or promote sexually explicit or abusive material (including child sex abuse).
- Defame (or be defamatory of) any person, be obscene, offensive, hateful or inflammatory.
- Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
- Promote violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Involve any illegal activity, be in contempt of court or plan or promote any act of terrorism.
- Contain any 'special categories of personal data' (as defined in the General Data Protection Regulation).
- Contain any particularly sensitive data such as drivers licence number, passport number government issued identification number, financial account information, credit card information, social security and national insurance numbers.
You may not use our Platform:
- In any way that breaches any applicable local, national or international law or regulation.
- In any way that is unlawful or fraudulent or has this purpose or effect, or to commit plagiarism or any other crime.
- To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, logic-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
- To access without authority, interfere with, damage or disrupt any part of our Platform, any equipment or network on which our Platform is stored, any software or app used in the provision of our Platform, or any equipment or network or software owned or used by any third party.
- To infringe our intellectual property rights or those of any third party in relation to your use of the Platform or any Service, including by the submission of any material (to the extent that such use is not licensed by these Terms);
- In a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users.
- To collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.
- To attack the Platform via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them.
- To send, knowingly receive, upload, download, use or re-use any material which does not comply with our Acceptable Use Policy or these Terms.
You agree that you will:
- not rent, lease, sub-license, loan, provide, or otherwise make available, the Platform, Documentation or the Services in any form, in whole or in part to any person without prior written consent from us;
- not copy the Platform, Documentation or Services, except as part of the normal use of the Platform or where it is necessary for the purpose of back-up or operational security;
- not translate, merge, adapt, vary, alter or modify, the whole or any part of the Platform, Documentation or Services nor permit the Platform or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the Platform and the Services on devices as permitted in these Terms;
- not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Platform or the Services nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Platform to obtain the information necessary to create an independent program that can be operated with the Platform or with another program (Permitted Objective), and provided that the information obtained by you during such activities (i) is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; (ii) is not used to create any software that is substantially similar in its expression to the Platform; (iii) is kept secure; and (iv) is used only for the Permitted Objective; and
- comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Platform or any Service.
You warrant that any Spark Notes you upload, save, send to or record to the Platform complies with these Terms, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
4. Our End User Licence Agreement for the App
This end user licence agreement ("Licence") applies just to the App, and the Terms apply to your use of the Platform as a whole (which includes your use of the App).
We license use of the App to you on the basis of this Licence and these wider Terms. We do not sell or transfer ownership of the App to you and we remain the owners of the App at all times.
Our App is currently only downloadable from the Apple, Inc. App Store ("App Store") and is only available on their iOS operating system ("Operating System"). The App is compatible with iPhone, iPad and iPod touch. You will need at least iOS 11.1 Operating System or later to use the App. Note that these Terms are between you and us only and not any app store provider such as Apple, Inc. The ways in which you can use the App may also be controlled by the App Store's rules and policies. The App may be upgraded to reflect changes in the Operating System. The following minimum terms (as updated from time to time) are incorporated into this Licence https://www.apple.com/legal/internet-services/itunes/dev/minterms/.
We do not host podcasts ("Podcast(s)") on our App, they are streamed directly from the content providers. The App acts as a tool for you to access Podcast RSS information.
How you may use the App
In return for you agreeing to comply with this Licence and the Terms you may:
- download a copy of the App onto an unlimited number of devices and view, use and display the App and the Service on such devices.
- receive and use any free supplementary software code or update of the App incorporating "patches" and corrections of errors as we may provide to you.
We are giving you personally the right to use the App and the Service as set out above. You may not otherwise transfer the App or the Service to someone else, whether for money, for anything else or for free. If you sell any device on which the App is installed, you must remove the App from it.
We do not currently charge a fee to download the App, but we reserve the right to do so in the future. If we do introduce a fee we would notify you of this and give you an opportunity to pay it. If you decide you do not want to pay you may not be able to use (all or part of) the App anymore.
Update to the App and changes to the Service
From time to time we may automatically update the App and change the Service to improve performance, enhance functionality, reflect changes to the Operating System or address security issues. Alternatively we may ask you to update the App for these reasons.
If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the App and the Services.
The App will always work with the current or previous version of the operating system (as it may be updated from time to time) and match the description of it provided to you when you downloaded it.
If someone else owns the phone or device you are using
If you download or stream the App onto any phone or other device not owned by you, you must have the owner's permission to do so. You will be responsible for complying with this Licence, whether or not you own the phone or other device.
We may collect technical data about your device
By using the App or any of the Services, you agree to us collecting and using technical information about the devices you use the App on and related software, hardware and peripherals to improve our products and to provide any Services to you.
How to contact us
If you think the App or the Services are faulty or misdescribed or wish to contact us for any other reason please email our customer service team at email@example.com.
4.1 How you may use material on our Platform
We are the owner or the licensee of all intellectual property rights in our Platform, and in the material we publish on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. See section 11 and 12 for more information about intellectual property rights.
Our status as the authors of content (except the Podcasts and Spark Notes) on our Platform must always be acknowledged.
You must not use any part of the content on our Platform for commercial purposes without obtaining a licence to do so from us or the relevant owners or licensors.
You must be 13 or over to use the Platform. If you are under 13 please do not use the Platform or download the App.
6. Limitations to the Platform and the Services
The content on our Platform is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Platform.
Although we make reasonable efforts to update the information on our Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on our Platform is accurate, complete or up to date.
We recommend that you back up any content and data used in connection with the Platform, to protect yourself in case of problems with the Platform or the Service.
The Platform and the Services have not been developed to meet your individual requirements. Please check that the facilities and functions of the Platform and the Services (as described on the App Store and in the Documentation) meet your requirements.
7. We are not responsible for websites we link to
Where our Platform contains links to other websites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them. We have no control over the contents of those Platforms or resources.
8. Our responsibility for loss or damage suffered by you
Whether you are a consumer or a business user:
- We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
- We have no liability to you for loss or damage that was not foreseeable to you and us when these Terms were formed or that was not caused by a breach on our part (loss or damage would be "foreseeable" if, before your use of the Platform, such loss or damage was contemplated by you and us, or you notified us that the loss or damage might occur in the event of our breach).
If you are a business user:
- We exclude all implied conditions, warranties, representations or other terms that may apply to our Platform or any content on it.
- We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with (i) use of, or inability to use, our Platform; or (ii) use of or reliance on any content displayed on our Platform. In particular, we will not be liable for: (i) loss of profits, sales, business, or revenue; (ii) business interruption; (iii) loss of anticipated savings; (iv) loss of business opportunity, goodwill or reputation; or (v) any indirect or consequential loss or damages.
- Subject to the remainder of this clause, our liability to you for loss or damage arising out of or in connection with your use of Platform or Services will in no circumstances exceed the total payment received from you in the 12 months preceding the claim.
If you are a consumer user:
- You agree not to use our Platform for any commercial or business purposes, and we have subject to the rest of this clause we no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
- If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation.However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
You are responsible for configuring your information technology, computer programmes and platform to access our Platform. You should use your own virus protection software. You are responsible for securing and backing up your Spark Notes.
We are not responsible for viruses and we do not guarantee that our Platform will be secure or free from bugs or viruses.
9. We are not responsible for events outside our control
If our provision of the Services or support for the Platform or the Services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your contract with us and receive a refund for any Services you have paid for but not received.
10. You must keep your account details safe (if any)
If you choose, or you are provided with, a password, user identification code, username, or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party and you must not share your account with anyone else.
We have the right to disable any username, user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
If you know or suspect that anyone other than you knows your username or password, you must promptly notify us at firstname.lastname@example.org.
11. Our intellectual property rights
You acknowledge that all intellectual property rights in the Platform, the Services and the Documentation throughout the world belong to us, that rights in the Platform, Services and Documentation are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Platform, Services or the Documentation other than the right to use them in accordance with the terms of this Licence.
You acknowledge that you have no right to have access to the Platform in source code form other than as expressly provided in these Terms.
You acknowledge that we retain all intellectual property rights in any connections we make between Spark Notes that you create, contribute, record or upload to the Platform and all methods that we use to create these. You retain ownership of any connections that you make between your Spark Notes, subject to 12 below.
12. Rights you are giving us to use material you upload or share
When you upload, record or post Spark Notes to our Platform, you grant us the following rights to use that content in the provision of the Services.
Any content you upload to our Platform, share with us, or provide to us will be considered non-confidential and non-proprietary.
You retain all of your ownership rights in your Spark Notes (but not Feedback as defined below), and grant us a worldwide, royalty free, perpetual, sub-licensable, transferable licence to use, analyse store and copy that Spark Notes and to distribute and make it available to third parties for the purposes of providing the Service (and in order to improve our Platform or service to others irrespective of whether we are still providing a Service to you).
You agree that you transfer ownership of the intellectual property rights in any feedback, suggestions, ideas, enquiries, or other information regarding the Platform and/or the Service (including but not limited to improvements, issues, new releases and functionality) as soon as you provide it to us, share it with us, or otherwise upload it to the Platform ("Feedback"). You waive any claim in relation to ownership of (or right to be remunerated in respect of) any Feedback that we incorporate into the Platform and/or Service (including any new release or update of these).
We also have the right to disclose your identity to any third party who is claiming that any Spark Notes or Feedback uploaded, saved, sent to or recorded on our Platform constitutes a violation of their intellectual property rights, or of their right to privacy.
13. We may engage 3rd parties
We may engage third parties to help with the Platform and the Services. These may include:
- Web hosting providers
- API hosting providers
- Data services e.g. Apple podcasts directory
- Apache and other codebases
- Google Analytics
14. How we may use your personal information
Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the Platform or the Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
15. Rules about linking to our Platform
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. We reserve the right to withdraw linking permission without notice.
The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy.
16. We may make changes to these terms
We amend these Terms from time to time. Every time you wish to use our Platform, please check these Terms to ensure you understand the terms that apply at that time. These Terms were most recently updated on 22 July 2020.
17. We may make changes to our Platform
We may update and change our Platform from time to time to reflect changes to our services, products, our users' needs and our business priorities. We will try to give you reasonable notice of any major changes.
18. We may suspend or withdraw our Platform and/or the Services
Our Platform is made available free of charge for an initial period (expected to be no more than 2 months) for our early adopters. However, we intend on introducing a subscription model which would mean access to the Platform and the Services would no longer be free.
We do not guarantee that our Platform, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Platform for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
19. We may limit, suspend or end your rights to use the Platform and/or the Services
Failure to comply with these Terms and may result in our taking all or any of the following actions:
- Immediate, temporary or permanent withdrawal of your right to use our Platform.
- Immediate, temporary or permanent removal of any Spark Notes uploaded by you to our Platform.
- Issue of a warning to you.
- Commence legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
- Further legal action against you.
- Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.
If what you have done can be put right we will give you a reasonable opportunity to do so.
If we end (or suspend) your rights to use the Platform (or any part of it) and Services:
- All rights granted to you under these Terms (including the Licence) shall cease.
- You must stop all activities authorised by these Terms, including your use of the Platform and any Services.
- You must delete or remove the Platform (or the relevant part of it) from all devices in your possession and immediately destroy all copies of the Platform (or the relevant part of it) which you have and confirm to us that you have done this.
We may remotely access your devices and remove the Platform (or the relevant part of it) from them and cease providing you with access to the Services.
20. We may transfer these Terms to someone else
We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
Our Platform is directed to people residing in the United Kingdom. We do not represent that content available on or through our Platform is appropriate for use or available in other locations.
21. Other terms
These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
Even if we delay in enforcing these Terms, we can still enforce them later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
22. Which country's laws apply to any disputes?