By clicking on the "accept" button, you or the entity or company that you represent ("you" or "licensee") are unconditionally consenting to be bound by and are becoming a party to these terms of use & license agreement ("agreement"). licensee’s use of the downloaded materials shall also constitute assent to the terms of this agreement. if licensee does not unconditionally agree to all of the terms of this agreement, do not check the box and do not install the downloadable materials. if these terms are considered an offer, acceptance is expressly limited to these terms.

If you are accessing this agreement on our website and not as part of the software download process, then the following terms and conditions govern your use of this website ("site") and any services and/or software provided by sparkles. your continued use of this site or services shall constitute assent to the terms of this agreement.

1. LICENSE GRANT:

Subject to the terms of this Agreement, Sparkles ("Company") hereby grants Licensee a limited, personal, non-transferable, nonexclusive and revocable license to use the software that Licensee is about to download ("Software"), the service that the software connects to ("Service") and the Site (collectively, "Technology") only for its personal, non-commercial, internal use and only in accordance with any documentation that accompanies it. Licensee may only install the Software on a computer running the Microsoft Windows operating system. Licensee certifies that it is legally permitted to use the Technology. This Agreement is void where prohibited by law and the right to use the Technology in such jurisdictions is revoked. Moreover, to comply with the Children’s Online Privacy Protection Act, Licensee must be at least 13 years of age.

2.LICENSE RESTRICTIONS:

Except as expressly and unambiguously permitted by this Agreement, Licensee shall not, nor permit anyone else to, directly or indirectly: (i) copy (except for a reasonable number of backup copies), modify, reproduce, adapt, translate, create derivative works of, or distribute the Software; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code, structure, ideas, algorithms, file formats, programming, interoperability interfaces, or sequence and organization of the Software, (to the extent such restrictions are allowable under applicable law); (iii) rent, lease, loan, sell or use the Software for timesharing or service bureau purposes, or otherwise use the Software or any commercial purpose; (iv) use any device, spider, robot, automatic software or device or manual process to hinder or impede or attempt to obstruct or hinder the proper working of the Technology or to monitor use of the Technology, (v) use any network monitoring or discovery software or device to determine Technology architecture or extract information or statistics about usage or user identities, (vi) take any action that, in Company’s sole discretion, imposes an unreasonable or disproportionately large load on the Technology, or (vii) use the Technology and in any way to disseminate content that is, in Company’s sole discretion, abusive, defamatory, obscene or in violation of copyright or trademark laws. Licensee shall maintain and not remove or obscure any proprietary notices on the Software. As between the parties, title, ownership rights, and intellectual property rights in and to the Technology, and any copies or portions thereof, shall remain in the Company and its suppliers or licensors. Licensee understands that the Company may modify, suspend or discontinue offering any part of the Technology at any time including the availability of any feature, database or content. The Company may also impose limits on certain features and services or restrict Licensee's access to parts or all of the Technology without notice or liability. The Software is protected by the copyright laws of the United States and international copyright treaties. This Agreement does not give Licensee any rights not expressly granted herein.

3. PRODUCT VERSIONS:

The following terms apply to Licensee’s use of all versions of the Technology notwithstanding anything to the contrary. Licensee agrees and acknowledges that (i) the Product is provided "as is" without any warranties of any type and (ii) the Product, and compilations and media created with the Product, may not be compatible with future releases of the Technology and that additional Software may be required to continue to use the versions of the Service.

4. REGISTRATION; SECURITY; PRIVACY:

5. INTELLECTUAL PROPERTY; CONTENT:

The content, software, graphics, logos, names and services ("Assets") offered as part of the Technology as well as their selection and arrangement are protected by copyright, trademark, patent and/or other intellectual property laws and any unauthorized use of these Assets, in whole or in part, violates the law and the terms of the Agreement. Sparkles is a trademark or registered trademark of Sparkles Corporation. Licensee may not remove or alter any trademark, trade names, product names, logos, copyrights or other proprietary notices in the Software. As a condition to Licensee’s use of the Technology, Licensee represents, warrants and covenants that Licensee will not use the Technology: (i) to infringe the intellectual property rights or proprietary rights, or rights of publicity or privacy, of any third party; (ii) to violate any applicable law, statute, ordinance or regulation; (iii) to disseminate or transmit information or materials in any form or format ("Content") that Licensee should know is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable under applicable laws or (iv) to disseminate any software viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Licensee, not Company, remains solely responsible for all Content that Licensee uploads, posts, e-mails, transmits, or otherwise disseminates using, or in connection with, the Software and Service. Licensee may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other Licensee. Licensee acknowledges that all Content that Licensee accesses using the Software is at Licensee's own risk and Licensee will be solely responsible for any damage to any party resulting there from. Moreover, Licensee acknowledges that Company is not responsible for screening, policing, editing or monitoring any Content posted, viewed, transmitted, disseminated, reproduced or distributed by any person using the Software or Service.

6. COPYRIGHT AND DISPUTE POLICY:

Licensee represents and warrants that Licensee has all rights necessary to create, share and print media that Licensee uses in conjunction with the Technology. Please contact customer support at support@sparkles.com if Licensee believes that material or content residing on or accessible through the Service infringes a copyright.

7. SERVICE ACCESS, SUPPORT, UPGRADES AND AUTOMATIC COMMUNICATIONS:

This Agreement does not entitle Licensee to any support, upgrades, patches, enhancements, or fixes for the Software (collectively, "Support"). Any such Support for the Software that may be made available by Company, in its sole discretion, shall become part of the Software and subject to this Agreement. It is recommended that prior to installation of the Software, the Licensee review any installation instructions, release notes, system requirements and documentation. Licensee acknowledges that the Software and Service performs automatic communications with Company servers over the internet periodically and by default in order to provide the Service, transmit bug fixes, patches, upgrades and enhancements. Licensee hereby consents to such communications. Licensee’s User ID may be transmitted to Company servers in order to allow Company to perform the Services. Licensee is responsible for all telecommunications or other connectivity charges incurred through the use of the Technology.

8. THIRD PARTY SOFTWARE:

Features included in the Technology itself may contain third party software which requires notices and/or additional terms and conditions. Company is not responsible for any third party software.

9. INDEMNITY:

Licensee agrees that Company shall have no liability whatsoever for any use Licensee makes of the Technology. Licensee shall indemnify and hold harmless Company from any claims, damages, liabilities, costs and fees (including reasonable attorney fees) arising from Licensee’s use of the Technology as well as from Licensee’s failure to comply with any term of this Agreement.

10. WARRANTY DISCLAIMER:

company and its licensors and suppliers provide the technology "as is" and without warranty of any kind, and hereby disclaims all express or implied warranties, including without limitation warranties of merchantability, fitness for a particular purpose, performance, accuracy, reliability, and non-infringement. this disclaimer of warranty constitutes an essential part of this agreement. some states do not allow limitations on how long an implied warranty lasts so the foregoing limitations may not apply to you.

11. LIMITATION OF LIABILITY:

under no circumstances and under no legal theory, including, but not limited to, tort, contract, negligence, strict liability, or otherwise, shall company or its suppliers or resellers be liable to licensee or any other person for any indirect, special, incidental, or consequential damages of any character including, without limitation, damages for lost profits, loss of goodwill, work stoppage, accuracy of results, computer failure or malfunction, loss of data, or damages resulting from your use of the software. the foregoing limitations shall apply even if company shall have been informed of the possibility of such damages. some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusion may not apply to you.

12. TERM AND TERMINATION:

This Agreement shall continue until terminated as set forth in this section. Licensee may terminate this Agreement at any time. Company may terminate this Agreement immediately if Licensee violates any provision of this Agreement or without cause. In the event that Company terminates this Agreement without cause, Company will refund Licensee any prepaid fees pro rata based on the number of unused months if such fees were paid by Licensee. Any termination of this Agreement shall also terminate the licenses granted hereunder. Upon termination of this Agreement for any reason, Licensee shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Software. Sections 2 and 6 through 13, shall survive termination of this Agreement.

13. ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18USC 2701-2711):

COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED THROUGH USE OF THE SOFTWARE. Company will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content stored on Company’s equipment, transmitted over networks accessed by the Software, or otherwise connected with Licensee’s use of the Software.

14. GOVERNMENT USE:

As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227- 7014(a)(5) or otherwise, all Software and accompanying documentation provided in connection with this Agreement are "commercial items" (commercial computer software and/or "commercial computer software documentation.) Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the US. Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

15. EXPORT CONTROLS:

Licensee shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and Licensee shall not export, or allow the export or re-export of the Software in violation of any such restrictions, laws or regulations. By downloading or using the Software, Licensee agrees to the foregoing and represents and warrants that Licensee is not located in, under the control of, or a national or resident of any restricted country.

16. MISCELLANEOUS:

This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. This Agreement may be amended at any time by Company, at its discretion, and Company will post a notice on its site or send Licensee a notice via email. Licensee shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Technology by Licensee following such notification constitutes Licensee's acceptance of the terms of the Agreement as modified. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of Company to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit Company’s rights with respect to such breach or any subsequent breaches. This Agreement is personal to Licensee and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving Licensee) without Company’s consent and any action or conduct in violation of the foregoing shall be void and without effect. Company expressly reserves the right to freely assign this Agreement and to delegate any of its obligations hereunder. This Agreement shall be governed by and construed under California law without regard to conflicts of law principles.