Dataweavers Spark

These Terms and Conditions (“Agreement”) govern your use of the Spark application (“Spark” or “Application”) provided by Dataweavers Pty Ltd (“Dataweavers”, “we”, or “us”). By installing, accessing, or using Spark, you (“Customer”, “you”) agree to be bound by this Agreement.

If you do not agree to these terms, you must not install or use Spark.

1. Pricing and Payment

1.1 Free Trial

Use of Spark is free for the first thirty (30) days from the date of installation.

1.2 Pricing

After the free trial, Spark is provided on a subscription basis at a fixed rate of USD $300 per subscribed Sitecore environment per month, unless otherwise agreed in writing. A “subscribed environment” includes any Sitecore environment (such as Production, Staging, UAT, QA, or Development) in which Spark is installed, active, or enabled.

1.3 Payment

Dataweavers will charge in advance, on a monthly basis, for the upcoming month’s subscription fees based on the number of subscribed environments.

2. Licence and Use

2.1 Licence Grant

Spark is licensed, not sold. Dataweavers grants you a non-exclusive, non-transferable licence to install and use Spark for your internal business purposes for the duration of your active subscription.

2.2 Restrictions

You must not:

1. copy, modify, decompile, disassemble, or reverse engineer Spark, except where permitted by law;
2. sublicense, distribute, or provide Spark to any third party;
3. use Spark for any unlawful activity;
4. circumvent technical restrictions or licensing controls.

2.3 End Users

You are responsible for ensuring that all authorised users comply with this Agreement.

3. Open-Source Components

Spark may include open-source components. Such components are governed by their respective open-source licences. If those terms conflict with this Agreement, the open-source licence will apply to the relevant component.

4. Data Protection and Privacy

4.1 Data Processing

Dataweavers may process limited technical, diagnostic, or support data necessary to operate, maintain, or support Spark.

4.2 Personal Data

Where Personal Data is processed, both parties must comply with applicable data protection laws.

4.3 Customer Responsibilities

You are responsible for ensuring that you have obtained all necessary consents and lawful bases for any Personal Data processed through Spark.

4.4 Data Processing Agreement

For information on how Dataweavers processes and protects Personal Data, please refer to the Dataweavers Data Processing Addendum (DPA) available at: https://www.dataweavers.com/legal/dpa

5. Confidentiality

5.1 Obligations

Each party must keep the other party’s Confidential Information confidential and use it only for purposes connected to this Agreement.

5.2 Exclusions

Confidential Information does not include information that is public, independently developed, or lawfully obtained without restriction.

5.3 Required Disclosures

A party may disclose Confidential Information if required by law, provided reasonable prior notice is given (where legally permitted).

6. Support and Availability

Unless otherwise agreed in writing, Spark is provided without guaranteed service levels. Support is provided on a reasonable-efforts basis.

7. Warranties and Disclaimers

7.1 Dataweavers Warranties

Dataweavers warrants that it has the right to license Spark to you.

7.2 Disclaimer

Except for the warranty above, Spark is provided “as-is.” To the maximum extent permitted by law, Dataweavers disclaims all other warranties, including merchantability, fitness for purpose, and uninterrupted availability.

8. Indemnity

8.1 Indemnity by Customer

You will indemnify Dataweavers against claims or losses arising from your misuse of Spark or breach of this Agreement.

8.2 Indemnity by Dataweavers

Dataweavers will indemnify you against third-party claims that the unmodified version of Spark infringes intellectual property rights. This indemnity does not apply to modifications, misuse, or third-party integrations.

9. Limitation of Liability

9.1 Maximum Liability

Each party’s total aggregate liability arising out of or in connection with this Agreement is limited to the total subscription fees paid by you for Spark in the twelve (12) months preceding the event giving rise to the claim.

9.2 Excluded Losses

Neither party will be liable for indirect, incidental, consequential, or special damages, including loss of profit, loss of revenue, loss of data, or business interruption.

9.3 Exceptions

The above limitations do not apply to:

1. breach of confidentiality;
2. indemnity obligations;
3. liability that cannot legally be excluded.

10. Term and Termination

10.1 Term

This Agreement remains in effect while you have an active subscription to Spark.

10.2 Termination by Either Party

You may terminate your subscription at any time by removing or disabling the Spark subscription from all subscribed Sitecore environments.

Dataweavers may terminate this Agreement by providing written notice.

Dataweavers reserves the right to suspend or terminate your subscription immediately if a breach of this Agreement is identified. In such cases, Dataweavers will provide written notice promptly following the suspension or termination.

All subscription fees are billed in advance and are non-refundable. Termination during a billing period does not entitle you to a refund or pro-rata credit for that month, and the full month’s subscription fee remains payable.

10.3 Termination for Breach

Either party may terminate this Agreement immediately if the other materially breaches it and fails to remedy the breach within thirty (30) days of written notice.

10.4 Effect of Termination

Upon termination, you must immediately cease all use of Spark and remove or disable the Application from your systems. You must ensure that all user access is discontinued. Any configuration files, logs, or cached data created by Spark may remain stored but must not be used to access, reproduce, or replicate Spark.

11. General

11.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding Spark.

11.2 Assignment

You may not assign this Agreement without written consent from Dataweavers. Dataweavers may assign this Agreement to an affiliate or successor organisation.

11.3 Severability

If any provision is found to be invalid or unenforceable, the remainder of the Agreement remains in effect.

11.4 Governing Law

This Agreement is governed as follows:

1. United States: the laws of the State of New York.
2. United Kingdom: the laws of England and Wales.
3. European Union: the laws of the Republic of Ireland.
4. Australia: the laws of Australia.
5. All other regions: the laws of Australia.

Each party submits to the exclusive jurisdiction of the courts corresponding to the governing law applicable under this clause.