Spark121 Mobile Media Inc. (oD) Terms and Conditions (T&C) April 1, 2020

 1.- General,
These Terms and Conditions (“T&C”) sets forth the terms and conditions governing the “Merchant’s” (Merchant) use and subscription to the “oD’s” Mobile Platform (“System”).  No representation, warranty, term or condition, and no statements or agreements by an employee or agent of oD, other than as specifically set forth in this Agreement, shall be binding on oD. oD shall have the right at any time to add to, modify or delete any aspect, feature or requirement of the Service, including but not limited to the system requirements.

2.- GRANT OF LICENSE
As long as Merchant are in compliance with these “T&C”’s, oD hereby grants Merchant a limited, non-exclusive, non-transferable, revocable, non-sub-license able right and license to access and use the Services, solely in accordance with these terms and conditions. Unless explicitly stated otherwise, any new features provided by oD that augment the current Services shall also constitute “Services” and shall be subject to these terms and conditions. You may not, allow any third party to, copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble, or reverse engineer the Services for any purpose whatsoever. You may not allow any unauthorized third party to access the Services for any purpose whatsoever. All rights not expressly granted under this Agreement are retained by oD.

3.- oD Core Responsibilities

1. oD provides various features and functions through the “system” enabling effective mobile engagement between a Merchant and system Users. These features and functions are provided at oD’s sole discretion and may be modified, enhanced or deleted at its’ sole discretion.
2. oD shall be responsible for providing, supporting and maintaining the “system” on the Apple and Google OS platforms for Users and on Android for the Merchant App including, but not limited to, correction of errors and bugs and providing updates and enhancements.
3. Except as otherwise legally required, Merchant is NOT entitled to any credit for failure of the System due to technical malfunction of the “System”.
4. oD will not collect any payments on behalf of the Merchant.
5. Reimbursement for $5/$10 savings reward shall be 35% of the value of the reward and be credited to the Merchants mobile ordering account.

4.- Merchant Core Responsibilities
As a oD Merchant you agree to participate in the use of the “system” and shall have the following responsibilities while licensed to use the “system”:

1. Process Customer orders received on the “system” using the Android oD Merchant APP.
2. Provide an Android device to interact with the system and is the sole responsibility of the Merchant.
3. Update Merchant’s information as required and notify “oD” of any changes to the Merchant’s content on the system.
4. Process all User payments for orders received on the “system”.
5. Notify customers of any changes or modifications to their orders either via phone call or in-app 2 ways texting function.
6. Perform all updates required to “the platform” upon notification from “oD”.
7. (Optional) Promote the use of the “oD” platform in their websites, social media and any other promotional medium employed.
8. Merchant assumes all risks with respect to materials and content, or otherwise made available, with the use of the System.
9. Merchant agrees to comply with all applicable laws in the use of the System.
10. Merchant shall gain, in advance, permission to use the oD Logos and Trademarks (“Marks”) for all materials. oD in its’ sole discretion shall approve or refuse use of these “Marks”.

5.-TRIAL OR PROMOTIONAL OFFERS
From time to time oD or its’ representatives may offer promotional offers. oD may provide the services of the system at no charge or at a discounted rate. Any promotional or trial period offer may not be combined with any other.

6.- Payments
For the Services provided Merchant agrees to pay oD a transaction or subscription fee based on the current pricing for replenishment of the account or other subscription-based services. oD agrees to initially provide a $20.00 credit to the Merchant’s account. Once the balance of the account reaches $8.00 the Merchant will receive, via email, notification that their account will need replenishing along with per order reporting.

1. Should the Merchant account balance reach an amount less than the maximum per order charge, the system will deactivate, and User’s will be prevented from accessing the Merchant’s ordering function.
2. oD shall have the right to increase the subscription rate by 4.5% or by the cost of living index per year whichever is the greater.
3. oD agrees to provide Merchant with 60 days’ notice prior to any increase in fees, such increases may only be applied within 60 days of the end of a term.

7.- DISCLAIMER OF Warranty.
MERCHANT AGREES THAT THE SYSTEM AND THE SERVICES PROVIDED THROUGH USE OF THE SYSTEM ARE, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT.

8.- LIMITATION OF LIABILITY.
EXCEPT FOR THE REFUND OR CREDIT EXPRESSLY PROVIDED IN THIS AGREEMENT, IN NO EVENT (INCLUDING NEGLIGENCE) WILL oD OR ANY OF ITS AGENTS, SUBCONTRACTORS OR REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE OR THE BREACH OF ANY WARRANTY.

9.- Indemnification
Merchant agrees to defend, indemnify and hold harmless oD and its’ affiliates, and its’ and their officers, directors, employees, subcontractors and agents, from and against any and all claims and expenses, including reasonable attorney’s fees, arising out of or related in any way to (i) the use of the System by Merchant or otherwise arising out of the use of Merchant’s account or any equipment or facilities in connection therewith or (ii) any breach of this Agreement by Merchant.

10.- Limitation on Lawsuits
Waiver of Jury Trial. Both oD and Merchant agree that no lawsuit or any other legal proceeding connected with this Agreement shall be brought or filed more than one (1) year after the incident giving rise to the claim occurred.

11.- Force Majeure
oD shall have no liability for failure of the System due to circumstances beyond its control, including without limitation, acts of God, flood, natural disaster, regulation or governmental acts, fire, civil disturbance, strike or weather