Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of datasparktech.com (the "Site") and any services provided by DataSpark Tech LLC ("DataSpark Tech," "we," "us," or "our"). By accessing the Site or engaging our services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "you" refers to that entity.

Specific engagements are further governed by a separate written proposal, statement of work, or services agreement signed by both parties ("Engagement Agreement"). In the event of any conflict between these Terms and an Engagement Agreement, the Engagement Agreement controls with respect to that specific engagement.

2. Description of Services

DataSpark Tech LLC provides custom software development, workflow automation, CRM/portal development, API integrations, QA/testing, cloud setup and migration, maintenance and support, mobile app development, data analytics/dashboarding, and AI/machine learning and generative AI services (collectively, the "Services"). The exact scope, deliverables, timeline, and fees for any engagement are set out in the applicable Engagement Agreement.

3. Engagement, Quotes & Proposals

Any pricing, timeline, or scope information provided through the Site, in email correspondence, or in a verbal conversation is preliminary and non-binding until formalized in a written Engagement Agreement. We reserve the right to decline any project inquiry at our sole discretion. Estimates are based on information available at the time and may be revised if project scope, requirements, or circumstances change.

4. Fees & Payment Terms

Fees for Services will be set out in the applicable Engagement Agreement and may be structured as a fixed-scope project fee, a monthly retainer, or a staff-augmentation/dedicated-capacity arrangement. Unless otherwise agreed in writing:

• Invoices are due within the payment terms specified in the applicable invoice or Engagement Agreement;
• Late payments may accrue interest at the maximum rate permitted by applicable law and may result in suspension of Services until payment is received in full;
• Fees paid are non-refundable except as expressly agreed in writing;
• We reserve the right to suspend or terminate Services for non-payment without liability to you.

5. Client Responsibilities

You agree to: provide timely, accurate, and complete information reasonably necessary for us to perform the Services; make decisions and provide feedback or approvals within a reasonable time; provide access to systems, credentials, and personnel as reasonably required; and ensure that any content, data, or materials you provide to us do not infringe the rights of any third party. Delays caused by your failure to meet these responsibilities may extend project timelines and may result in additional fees.

6. Intellectual Property

Unless otherwise specified in an Engagement Agreement, upon receipt of full payment for a given deliverable, DataSpark Tech LLC assigns to you ownership of the custom deliverables created specifically for you under that engagement, excluding any Pre-Existing IP (defined below). Until full payment is received, all deliverables and work product remain the sole property of DataSpark Tech LLC.

Notwithstanding the foregoing, DataSpark Tech LLC retains all right, title, and interest in and to: (a) any tools, frameworks, libraries, methodologies, code snippets, know-how, and general-purpose components developed prior to, or independently of, the engagement, or that are generally reusable across client engagements ("Pre-Existing IP"); and (b) any improvements or derivatives of Pre-Existing IP developed during the engagement. We grant you a non-exclusive, worldwide, royalty-free license to use any Pre-Existing IP incorporated into your deliverables solely as necessary to use the deliverables as intended.

We reserve the right to use general knowledge, skills, experience, and non-confidential learnings gained during an engagement in our work for other clients, and to reference the existence of an engagement (without disclosing confidential details) for marketing purposes such as portfolio listings, unless you request otherwise in writing.

7. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with an engagement and to use such information solely for purposes of the engagement, except where disclosure is required by law. This obligation survives termination of any engagement. Formal non-disclosure agreements are available upon request prior to beginning a project.

8. Warranties & Disclaimers

We will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY STATED IN AN ENGAGEMENT AGREEMENT, THE SERVICES AND ALL DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. Software inherently may contain defects, and we do not warrant that all defects will be identified or corrected, except as expressly agreed in an Engagement Agreement (e.g., a defined bug-fix or warranty period).

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DATASPARK TECH LLC, ITS OWNERS, EMPLOYEES, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE SERVICES, THE SITE, OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO DATASPARK TECH LLC FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. Indemnification

You agree to indemnify, defend, and hold harmless DataSpark Tech LLC and its owners, employees, and contractors from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms or an Engagement Agreement; (b) content, data, or materials you provide to us; (c) your use of any deliverables in a manner not authorized by the applicable Engagement Agreement; or (d) your violation of any applicable law or third-party rights.

11. Termination

Either party may terminate an Engagement Agreement as set out in that agreement. Absent specific termination terms, either party may terminate an ongoing engagement upon thirty (30) days' written notice. Upon termination, you remain responsible for payment of all fees for Services performed and expenses incurred through the effective date of termination. Sections of these Terms which by their nature should survive termination (including Intellectual Property, Confidentiality, Warranties, Limitation of Liability, and Indemnification) will survive.

12. Force Majeure

Neither party shall be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, natural disaster, war, terrorism, labor disputes, internet or utility failures, government action, or pandemic.

13. Independent Contractor Relationship

DataSpark Tech LLC is an independent contractor, and nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties. Personnel performing Services, whether located in the United States, India, or elsewhere, remain employees or contractors of DataSpark Tech LLC and not of the client.

14. Governing Law & Dispute Resolution

Governing law. These Terms and any dispute arising out of or relating to them or the Services shall be governed by the laws of the State of Texas, without regard to conflict-of-law principles.

Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms, an Engagement Agreement, or the Services shall be resolved by binding arbitration administered in Dallas County, Texas, in accordance with the commercial arbitration rules of a recognized arbitration organization, except that either party may seek injunctive or equitable relief in court to protect its intellectual property or confidential information.

Class action waiver. Any arbitration or proceeding shall be conducted on an individual basis only, and not as a class, collective, or representative action. You waive any right to participate in a class action against DataSpark Tech LLC to the fullest extent permitted by law.

Venue. To the extent any dispute is not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Dallas County, Texas.

15. Changes to These Terms

We may modify these Terms at any time at our sole discretion by posting an updated version to the Site, with the "Last updated" date revised accordingly. Changes apply prospectively to use of the Site and to engagements entered into after the change; existing Engagement Agreements are governed by the terms in effect when they were signed unless amended in writing. Continued use of the Site after changes are posted constitutes acceptance.

16. General Provisions

If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect. Our failure to enforce any provision is not a waiver of that provision. These Terms, together with any applicable Engagement Agreement, constitute the entire agreement between you and DataSpark Tech LLC regarding the subject matter herein and supersede all prior agreements and understandings.

17. Contact Us

Questions about these Terms can be directed to: