Terms and Conditions
Last Updated: September 2022
By purchasing and/or participating in Swagger Sesh, Swagger School, Swagger Squad, or Career Swagger (hereafter “Program”), you are agreeing to the following terms.
Please read this Agreement carefully before purchasing, accessing or using Idem Spark, LLC (hereafter the “Services Provider”) proprietary materials which includes any written, audio or visual presentations or documents associated with Swagger Sesh, Swagger School, Swagger Squad or Career Swagger programming.
If you do not understand or do not accept this agreement, please do not purchase this program and do not access any of the Service Provider’s proprietary materials.
The terms “Service Provider”, “we”, “us”, and “our” refer to Idem Spark. The term “Site” refers to idemsparklife.com. The term “Client”, “user,” “you” and “your” refers to clients, client team members (including employees, contractors and other representatives of client and client’s Service Provider) and any other users of the site. The terms “Service” and “Program” refers to the services included in Idem Spark membership as outlined below.
Use of the Service, including all information and educational materials presented herein by Idem Spark, is subject to the following terms and conditions. These Terms and Conditions apply to all clients, and all other users of the site. By purchasing the program and/or using the Site or Service you agree to these Terms and Conditions, without modification, and acknowledge reading them.
Use of the Site + Service
Materials on idemsparklife.com contain general information only to permit you to learn more about our consulting firm, our services and our professionals, as well as information about wellness, leadership development, business coaching, executive coaching, corporate consulting and information about business strategy in general. The information presented is not legal advice, medical or financial advice and is not to be acted on as such, and is subject to change without notice.
To access or use the Site or the Service, you must be 18 years or older and have the requisite power and authority to enter into these Terms and Conditions. Children under the age of 18 are prohibited from using the Site or the Service.
1. Scope of Services
(a) Idem Spark membership includes the following services:
• Comprehensive self-assessment based on our Ka-Isang Method covering the Nine Essentials of Total Health to choreograph an action plan and prioritize goals for personal and professional development
• Executive coaching consultation session/s related to Mind, Body, Swagger framework on how to level up your mindset, embody your goals and rock your career with cutting edge well-being and leadership development strategies (Number of group or individual executive coaching sessions and duration varies by package);
• Members of Swagger School also receive the following bonuses:
o Scheduled live or on-demand trainings in our Jam Sessions focused on leadership development and holistic wellness, featuring topics on career satisfaction, physical health, mental health, spiritual health, financial stability, social connections, close relationships, playful living and meaningful purpose with top Advisor/s in the areas of wellness, business strategy and leadership development;
o Access to group consultations for executive coaching with Idem Spark Advisor/s and fellow Swagger School members;
o Access to Backstage member portal for pitch resources, proposal audits, B2B sales templates and session recordings of B2B sales strategy trainings;
o Access to Idem Spark learning materials on the Site including, but not limited to the following programs: Swagger Sesh, Swagger School, Swagger Squad and Career Swagger programs.
(b) The Services may only be accessed while you are a current paying member of the Program as part of Service Provider’s monthly membership, one-on-one executive coaching, or Swagger School consultation.
(c) Any additional services provided by Service Provider to Client may require additional fees to be discussed and agreed upon by the parties.
2. Client Duties
(a) Compensation: In consideration for the Services provided by us to you as set forth in paragraph 1 above, you agree to pay us the current Program fee for at the time of joining as a one lump sum payment for program access or in monthly payments or one introductory rate for trial Programs. If you select a payment plan, you agree that you will automatically continue to be charged on a month-to-month basis until you cancel. You understand that you will not receive an invoice reminder for these payments. In the event that any authorized charge applied by us to your card fails, you remain responsible for payment as agreed herein, as well as any penalty fees as detailed in paragraph (b). Payment for executive coaching sessions (e.g., Swagger Sesh, Swagger School, or Career Swagger) is due in full at time of purchase.
(b) Late payment fee. If any fee outlined in paragraph (a) remains unpaid on the 7th day following its due date, a penalty fee of ten percent (10%) of the payment due will be assessed. We reserve the right to restrict your access to the Services, or terminate your participation in the Services unless and until all outstanding Program fees and assessed penalties are paid in full. If your Program fees remain unpaid 15 days after the initial due date, your account will be referred to our collections agency.
(c) Payment Security and Chargebacks. To the extent that Client provides Service Provider with Credit Card(s) information for payment on Client’s account, Service Provider shall be authorized to charge Client’s Credit Card(s) for any unpaid charges on the dates set forth. If client uses a multiple-payment plan to make payments to Service Provider, Service Provider shall be authorized to make all charges at the time they are due and not require separate authorization in order to do so. Client shall not make any chargebacks to Service Provider’s account or cancel the credit card that is provided as security without Service Provider’s prior written consent. Client is responsible for any fees associated with recouping payment on chargebacks and any collection fees associated therewith. Client shall not change any of the credit card information provided to Service Provider without notifying Service Provider in advance.
(d) Tools to be Provided by You. Client agrees to provide all tools, information and documentation that may be required by Service Provider to effectively perform said responsibilities in connection with the Services. Client agrees to return completed self- assessment forms and any assignments at least 24 hrs prior to each scheduled consultation appointment
(e) If Client needs to reschedule a consultation, Client agrees to give Service Provider 24 hours’ notice. If Client has an emergency or illness, Client can reschedule with less than 24 hours’ notice. If Client does not show up for a scheduled session, for any reason, and provide no notice (latest notice can be five minutes past scheduled session start time), Service Provider will not make up that time. If Service Provider needs to reschedule, Service Provider will give Client at least 24 hours’ notice as well, barring an emergency or illness.
(f) Additional Client Duties. You understand that your success in the Program is dependent upon your level of participation in the Services. In order to get the most out of the Service, you must also work to implement the tools and strategies learned throughout the Service, and make considerable efforts toward your own personal and professional development on your own time during the term of Services. Client agrees to take responsibility for his/her decisions, action items and commitment to the process in order to achieve results (Although Service Provider may provide strategic advisory recommendations on options for educational purposes, Client accepts all responsibility for decisions and actions that impact his/her/their career path and well-being). You are responsible for requesting support from us, if needed.
(g) Client understands that they must consult a physician before undertaking any nutritional or physical exercise program. To the best of Client’s knowledge, Client is in good health and sufficient physical condition to participate in the Program. Client will read and follow the rules for any activities that Client participates in, including reading the directions for
any exercise or other equipment, and will follow the rules or instructions to the best of Client’s ability. Client understands that Program does not provide medical advice or diagnosis and is not intended as a substitute for a licensed physician.
(h) Client agrees to partner with Service Provider to support Client’s development of a personalized wellness plan to prioritize health alongside career advancement
The term of this Agreement shall begin on the date of first payment for the Services or October 12, 2020, whichever is later, and continue until you or we terminate your membership.
4. Cancellation and Refunds
Either Service Provider or Client can choose to discontinue Program at any time. When either wishes to terminate the wellness consultation relationship, they will provide at least 15 days notice in writing. If no termination notice is given, the engagement will continue for the duration of the agreed-upon time. You may cancel your membership in Program for any reason with 15 days notice. You will continue to be charged the monthly fees and continue to have access to Program until the 15-day notice period is complete. No refunds are allowed under any circumstances. Your initial membership payment is non-refundable. To cancel your membership, contact [email protected] Once your membership is cancelled, your access to Program will be revoked.
5. No Guarantees
(a) While Program involve exploration of potential paths for educational purposes only, Service Provider will not tell Client what to do or guarantee specific outcomes. Client owns results based on actions taken to achieve wellness, business or career goals. Client understand that they are responsible for their individual decisions, action steps and results.
(b) We cannot guarantee the outcome of the Services and our comments about the outcome are expressions of opinion only. We make no guarantees other than that the Services described in Paragraph 1(a) shall be provided to you in accordance with these Terms and Conditions. You acknowledge that we cannot guarantee any results of the Services as such outcomes are based on subjective factors (including, but not limited to, your participation) that cannot be controlled by us.
(c) Materials, case studies and information provided on the website are not indicative of likely results in any particular matter. Idem Spark cannot guarantee results; past results do not guarantee future results.
6. No Medical, Legal Services or Financial Services and No Attorney-Client Relationship
(a) You understand that Program is not a substitute for counseling, mental health care or behavioral health and substance use and abuse treatment and should not be used in place of any form of diagnosis, treatment or therapy. You further understand that, although health related information may be communicated to you during the Services for educational purposes only, such information is not medical advice. Your reliance on such educational information is at your own risk.
(b) You understand that enrollment and participation in the Services does not amount to an Attorney-Client relationship. You understand that, with respect to the Services, Service Provider’s founder, employees and contractors are not acting in their capacity as attorneys and no statements or information made by Service Provider’s founder, employees and contractors shall be construed as legal advice.
(c) For medical, legal, or financial questions, Client should consult a medical professional, lawyer, or CPA and/or CFP respectively.
(a) Client Information: Any and all Client information and data of a confidential nature, including but not limited to any and all design, creative, marketing, sales, operating, performance, know how, business and process information (hereinafter referred to as “Confidential Information”), shall be treated by Service Provider in the strictest confidence and not disclosed to third parties or used by Service Provider for any purpose other than for providing Client with the services specified hereunder without Client’s express written consent, other than to comply with law and so long as Service Provider does not fear for Client or another’s safety. Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by Service Provider, (b) was in Service Provider’s possession prior to receipt from the disclosure, (c) is received by Service Provider independently from a third party free to disclose such information, or (d) is independently developed by Service Provider without use of the Client’s Confidential Information.
(b) Participant Information: Client agrees to keep confidential any Confidential Information, as defined in paragraph 7(a), shared by fellow participants in the Program (herein referred to as “Participants”). Any Confidential Information shared by Participants is confidential, Proprietary, and belongs solely and exclusively to the Participant who discloses it. Client agrees not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, in the Backstage Member portal or otherwise. Client agrees not to use such Confidential Information in any manner other than in discussion with other Participants during the Program. Confidential Information shall not include information rightfully obtained from a third party. Client will keep Participants’ Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss and theft.
(c) Service Provider Information: Client agrees to keep confidential any Confidential Information, as defined in paragraph 7(a), shared by Service Provider in the Program. Any Confidential Information shared by Service Provider, its employees or contractors is confidential, Proprietary, and belongs solely and exclusively to Service Provider. Client agrees not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, on the Backstage member portal or otherwise. Client agrees not to use such Confidential Information in any manner other than in discussion with other Participants during the Program. Confidential Information shall not include information rightfully obtained from a third party. Client will keep Service Provider’s Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss and theft.
(d) Non-Disparagement: Client shall, during and after the participation in the Program refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Service Provider, or any of Service Provider’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.
(e) Violations of Confidentiality: Client agrees that if Client violates or displays any likelihood of violating this paragraph 7 the Service Provider and/or the other Program Participant(s) will be entitled to injunctive relief to prohibit any such confidentiality violations to protect against the harm of such violations.
8. Independent Contractors
(a) Independent Contractor Relationship: These Terms and Conditions shall not render Service Provider an employee, partner, agent of, or joint venturer with the Client for any purpose. Service Provider is and will remain an independent contractor in its relationship to the Client. Service Provider is or remains open to conducting similar tasks or activities for entities other than the Client and holds itself out to the public to be a separate business entity. Service Provider shall retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under these Terms and Conditions. Service Provider shall be responsible to the ownership and management of the Client, but Service Provider will not be required to follow or establish a regular or daily work schedule. Service Provider will not rely solely on the equipment or offices of Client for completion of tasks and duties set forth pursuant to these Terms and Conditions. Any advice given to Service Provider regarding services performed for the Client shall be considered a suggestion only, not an instruction. Service Provider and Client agree to conform to any and all IRS tests necessary to establish and demonstrate the independent contractor relationship between Client and Service Provider.
(b) Taxes & Benefits: Service Provider will be responsible for filing its own tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Client shall not be responsible for withholding taxes with respect to Service Provider’s compensation. Service Provider shall have no claim against Client for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits or employee benefits of any kind.
9. Ownership of Intellectual Property
(a) Client agrees that the Program contains proprietary content (“Intellectual Property”) that is owned solely by Service Provider and/or its licensors and is protected by copyright, trademark, and any other applicable intellectual property laws. Client agrees that the Site and Service contain intellectual property owned by Idem Spark including, without limitation, the Idem Spark logos, all designs, text, graphics, other files, and the selection and arrangement thereof, also termed the “look and feel,” trademarks, trade dress, copyrights, proprietary information and other intellectual property. Service Provider retains the sole right to use, reproduce, and distribute the Intellectual Property throughout the world in any and all mediums. Service Provider grants Client a license to use the Intellectual Property solely for Client’s own noncommercial purposes. Client agrees that it has no right to create derivatives of, share, reproduce, distribute, modify, translate, post, license, sell, loan or otherwise exploit the Intellectual Property, whether commercially or non-commercially, and acknowledges that doing so constitutes a violation of law. For the avoidance of doubt, Client agrees not to create any derivative products, blog posts, websites, guides, worksheets, tool kits, videos, audio recordings, or the like based on Service Provider’s Intellectual Property or that in any way violate Service Provider’s Intellectual Property. Any registered or common law trademark, service mark, logo or tagline used in conjunction with the Program is property of the Service Provider. Client may not use such trademarks or service marks for any purpose except with written permission by Service Provider. Service Provider reserves the right to immediately remove Client from the Service, without refund, if Client violates this intellectual property policy.
(b) Client shall not upload, post or otherwise make available on the Site or via email any artwork, photos or other materials (collectively “Materials”) protected by copyright, trademark or other proprietary right without the express written permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any Materials are not so protected rests entirely with you. Client shall be liable for any damage resulting from any infringement of copyrights, trademarks, or other proprietary rights, or any other harm resulting from such a submission. For all Materials submitted by Client to the Site, Client automatically represents or warrants that Client has the authority to use and distribute the Materials, and that the use or display of the Materials will not violate any laws, rules, regulations or rights of third parties. Service Provider claims no intellectual property rights over the Materials Client supplies to the Site. Client retains copyright and any other rights Client may rightfully hold in any content that you submit through the Service. Content Client submits to the Site remains Client’s to the extent that you have any legal claims therein. Notwithstanding the foregoing, Client grants Idem Spark a worldwide, nonexclusive, irrevocable license to display the Materials you supply to us for promotional, business development and marketing purposes only. By visiting the site, you agree to hold Idem Spark harmless from and against all claims, liabilities and expenses arising out of any potential or actual copyright or trademark misappropriation or infringement claimed against you.
(a) Service Provider’s Warranties: Service Provider represents, warrants and covenants that, Service Provider has full authority to enter into these Terms and Conditions and all of the Services, whether performed by Service Provider or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel.
(b) Client’s Warranties: Client represents, warrants and covenants that Client has full authority to enter into these Terms and Conditions and has or will obtain, during all times relevant hereunder, all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of Client’s obligations or duties set forth hereunder, whether performance is due now or hereafter during the Term.
(c) Service Provider makes no warranties, express or implied, as to the Program, or to any persons in attendance at optional group coaching Program activities, whether Client has any health limitations that would preclude Client’s participation in the Program, or any other warranty, condition, guaranty, or representation, whether oral, written, or in electronic form, relating to the Program.(d) Service Provider endeavors to describe and display the Service as accurately as possible. While we try to be as clear as possible in explaining the Service, please do not accept that the Site is entirely accurate, current, or error-free. From time to time we may correct errors in pricing and descriptions.
(e) EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED THROUGHOUT THESE TERMS, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.
11. Program Waiver and Release of Liability
(a) From time to time, Service Provider may advertise fitness or other group challenges, where participation is optional. Client acknowledges and agrees that participation in Program offered by Service Provider, whether taking part in activities on a group or individual basis, is at Client’s own risk. Client also understands that taking part in any physical exercise, sport, fitness, and other recreational or physical activities comes with an inherent risk of injury, damage, illness, or loss.
(b) Client waives rights to file a lawsuit against Service Provider for any injury or loss resulting from Program activity. Client also releases and holds harmless Service Provider from any claim or lawsuit for personal injury, damage, or wrongful death, by Client, Client’s family, estate, heirs or assigns, arising out of participation in Program, including both claims arising during the Program activity and after completing the Program activity, and including claims based on negligence of other participants or the Service Provider, whether passive or active.
12. Emergency Care
In the event that Client is physically injured or otherwise require emergency care, Client gives permission to Service Provider or any of its agents under the Program to secure from any licensed hospital, physician, or medical personnel any treatment considered necessary for my immediate care. Client agrees to be responsible for payment of any and all medical services rendered.
13. Limitation of Liability
(a) IN NO EVENT SHALL SERVICE PROVIDER HAVE ANY LIABILITY TO CLIENT FOR ANY LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF THE SITE OR SERVICE OR HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND
(b) IN NO EVENT SHALL SERVICE PROVIDER’S LIABILITY TO CLIENT EXCEED THE FEES PAID BY CLIENT UNDER THESE TERMS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY.
(c) ADDITIONALLY, IDEM SPARK IS NOT LIABLE FOR DAMAGES IN CONNECTION WITH (i) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, DENIAL OF SERVICE, ATTACH, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE; (ii) LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL OR DATA; AND (iii) THIRD PARTY THEFT OF, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF YOUR INFORMATION OR PROPERTY, REGARDLESS OF OUR NEGLIGENCE, GROSS NEGLIGENCE, FAILURE OF AN ESSENTIAL PURPOSE AND WHETHER SUCH LIABILITY ARISES IN NEGLIGENCE, CONTRACT, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY. THE FOREGOING APPLIES EVEN IF IDEM SPARK HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE DAMAGES. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR THE DAMAGES, OUR LIABILITY IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL IDEM SPARK’S CUMULATIVE LIABILITY TO CLIENT EXCEED THE TOTAL PURCHASE PRICE OF THE SERVICE YOU HAVE PURCHASED FROM IDEM SPARK, AND IF NO PURCHASE HAS BEEN MADE BY YOU IDEM SPARK’S CUMULATIVE LIABILITY TO CLIENT SHALL NOT EXCEED $100.
THE FOREGOING LIMITATIONS IN THIS SECTION 11 SHALL NOT APPLY TO A BREACH OF CONFIDENTIALITY BY A PARTY HEREUNDER OR THE OBLIGATIONS UNDER PARAGRAPHS 7, 9 AND 21.
You shall indemnify and hold us harmless from and against any and all losses, damages, settlements, liabilities, costs, charges, assessments and expenses, as well as third party claims and causes of action, including, without limitation, attorneys’ fees, arising out of any breach by you of any of these Terms and Conditions, or any use by you of the Site or Service. You shall provide us with such assistance, without charge, as we may request in connection with any such defense, including, without limitation, providing us with such information, documents, records and reasonable access to you, as we deem necessary. You shall not settle any third party claim or waive any defense without our prior written consent.
15. Visitors GDPR Rights
According to the GDPR a “data subject” is defined as an identifiable natural person. A natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as: a name, an identification number, location data, or online identifier. Alternatively, they may be identified by reference to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person. A data subject may be of any age or nationality.
As a data subject, within the European Union, you are entitled to certain rights under the General Data Protection Regulation (GDPR). Those rights include:
• You have the right to be informed with respect to your personally identifiable information (PII) retained by the Company. As such, you may request access to your data that the Company stores and the rights to either correct or erase your personal data.
• We will retain any personally identifiable information you choose to provide to us unless: (a) you request for us to delete the information, (b) we stop using our existing data providers, or (c) at Company’s discretion, we decide to remove the data.
• You have the right to seek restrictions on the processing of your data.
• You have the right to object to the processing of your data and the right to the portability of your data.
• You have the right to withdraw consent provided to the Company concerning the processing of your personal data, as well as the right to withdraw that consent at any time, without affecting the lawfulness of processing based upon consent that occurred prior to your withdrawal of consent.
• You have the right to not be subjected to automated decision-making via pre-ticked boxes, additions to our email marketing lists and the like.
• You have the right to lodge a complaint with a supervisory authority that has jurisdiction over issues related to the General Data Protection Regulation.
• We require only the information that is reasonably required to enter into a contract with you. We will not require you to provide consent for any unnecessary processing as a condition of entering into a contract with us by way of downloading a lead magnet, webinar, freebie or any other traditional list building methods.
16. Effect of Headings
The subject headings of the paragraphs and subparagraphs of these Terms and Conditions are included for convenience only and shall not affect the construction or interpretation of any of its provisions.
17. Entire Agreement; Modification; Waiver
These Terms constitute the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of these Terms and Conditions shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of these Terms and Conditions shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
18. Neutral Construction
These Terms and Conditions were prepared by Service Provider and/or Service Provider’s legal counsel. It is expressly understood and agreed that these Terms and Conditions shall not be construed against Service Provider merely because they were prepared by its counsel; rather, each provision of these Terms and Conditions shall be construed in a manner which is fair to both parties.
19. Changed Terms
We may at any time amend these Terms and Conditions. Such amendments are effective immediately upon notice to you by us posting the new Terms and Conditions on the Site. Any use of the Site or Service by you after being notified means you accept these amendments. We reserve the right to update any portion of our Site and Service, including these Terms and Conditions at any time. We will post the most recent versions to the Site and list the effective dates on the pages of our Terms and Conditions. By using idemsparklife.com or sending our office any personal information, you agree to this policy and will be deemed bound to this policy in effect as of the date of such use.
These Terms and Conditions shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that Client may not assign any of its rights under these Terms and Conditions, except to a wholly owned subsidiary entity of Client. No such assignment by Client to its wholly owned subsidiary shall relieve Client of any of its obligations or duties under these Terms and Conditions.
All notices, requests, demands, and other communications under these Terms and Conditions shall be in writing and properly addressed as follows:
Idem Spark, LLC
338 S Sharon Amity Rd Suite 309
Charlotte, NC 28211
To Client at Client’s address provided at the time of purchase.
Any party may change its address for purposes of this paragraph by giving the other parties written notice of the new address.
22. Governing Law; Venue; Mediation
These Terms and Conditions shall be construed in accordance with, and governed by, the laws of the State of North Carolina as applied to contracts that are executed and performed entirely in North Carolina. The exclusive venue for any court proceeding based on or arising out of these Terms and Conditions shall be Mecklenburg County, North Carolina. The parties agree to attempt to resolve any dispute, claim or controversy arising out of or relating to these Terms and Conditions by negotiation. The parties further agree that their respective good faith participation in negotiation discussions is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.
23. Recovery of Litigation Expenses
If any legal action or any arbitration or other proceeding is brought for the enforcement of these Terms and Conditions, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of these Terms and Conditions, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
If any term, provision, covenant, or condition of these Terms and Conditions is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the These Terms and Conditions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
Questions about these Terms and Conditions? Email us hello [at] idemsparklife [dot] com.