Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or the "Account Administrator") and Sparkmark Inc. ("Sparkmark," "we," "us," or "our"), governing your access to and use of the Sparkmark platform, including all related software, services, APIs, and websites accessible at sparkmark.io (collectively, the "Service").

By clicking "I agree," creating an account, or otherwise accessing or using the Service, you represent that: (a) you have read and understand these Terms; (b) you are at least 18 years of age; (c) you have the legal authority to bind the organization on whose behalf you are registering; and (d) you agree to comply with these Terms in full.

If you do not agree to these Terms, do not access or use the Service.

Sparkmark is a B2B Software-as-a-Service (SaaS) platform that enables employers to automate personalized employee gifting for workplace milestones, including but not limited to employee birthdays, work anniversaries, and new hire welcomes.

The Service includes:

• An employer-facing dashboard for managing employee records, gift budgets, and delivery settings
• An automated gifting engine that sends magic-link gift invitations to employees on scheduled milestone dates
• A gift redemption portal where employees select from national brands and local vendor gift cards
• A peer-to-peer social recognition feed visible to employees within the same organization
• Analytics, reporting, and billing management tools for account administrators

Local gift card availability: The local vendor catalog is dependent on which independent businesses are enrolled in the Sparkmark network in a given city or region. Sparkmark does not guarantee that local gift card options will be available for every employee's location. Employees in areas with no enrolled local vendors will be presented with national brand options only. The availability of local options may change at any time without notice.

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with reasonable notice where practicable. We will not be liable for any modification, suspension, or discontinuation of the Service.

The Service is intended solely for use by businesses, their authorized representatives, and their employees. The Service is not intended for personal, household, or consumer use.

Minimum age for gift recipients: Employees who receive and redeem gift links through the Service must be at least 18 years of age. By uploading an employee record to the platform, the Account Administrator represents that the employee is 18 or older, or that any applicable minimum age requirements under local law are satisfied. Sparkmark is not responsible for gift redemptions by individuals under the applicable minimum age where the Account Administrator has failed to comply with this requirement.

When registering for an account, you agree to: (a) provide accurate, current, and complete information; (b) maintain and promptly update your account information; (c) keep your login credentials confidential and not share them with unauthorized parties; and (d) notify us immediately of any unauthorized use of your account.

You are responsible for all activity that occurs under your account, whether or not you authorized it. Sparkmark is not liable for any loss or damage arising from your failure to maintain account security.

The company (the subscribing business entity) is the legal owner of the Sparkmark account and all data within it — not individual employees.

The Account Administrator (typically an HR manager, office administrator, or company owner) has full administrative rights over the account, including the ability to add, modify, or delete employee records and to terminate the account entirely.

Employee Access & Departure

• Active employees are granted limited access to their personal gift redemption portal and the company's social recognition feed. Employees do not have access to billing information, other employees' personal data, or administrative settings.
• Upon termination of employment, the Account Administrator is solely responsible for removing the employee from the platform. Sparkmark will not proactively remove employee records upon employment termination. Gift links that have already been issued to a departing employee remain valid until their expiration date unless manually revoked by the Account Administrator.
• Unredeemed gifts for terminated employees: If a gift link issued to an employee has not been redeemed at the time of their departure, the Account Administrator may request a reversal of the gifting charge through the dashboard before the link is opened. Once a gift link has been opened and a selection made by the employee, the transaction is considered complete and non-reversible.
• Data upon account cancellation: See Section 8 (Data Privacy) and our Privacy Policy for full details on data retention and deletion upon account termination.

Account Transfers

If ownership of the subscribing business changes hands (e.g., acquisition, merger, or change of HR administrator), the outgoing administrator must notify Sparkmark at support@sparkmark.io to facilitate an authorized account transfer. Unauthorized transfers of account credentials are prohibited.

5.1 How Billing Works

Sparkmark operates on a pay-per-redemption model. You are never charged a monthly platform fee or a per-employee seat fee. Charges occur only when an employee opens their gift link and selects a gift card. The charge equals the face value of the selected gift card, with no markup or service fee.

Customers may also pre-fund an Employer Wallet balance to pre-authorize gifting activity. The Employer Wallet is a prepaid credit balance held within your account and drawn down as gifts are redeemed.

5.2 Wallet Funding & Refunds

• All wallet top-ups are non-refundable once processed, except where required by applicable law. Unused wallet balances may be applied to future gifting activity.
• Wallet balances do not expire for as long as your account remains active and in good standing. Upon account cancellation, you may request a refund of unused wallet funds within 30 days of cancellation. After 30 days, unused balances are forfeited.
• Unclaimed gift transactions: If a gift link is issued but never opened by an employee before its expiration date (14 days from issue), no charge is applied. The budgeted amount is never deducted from your wallet for unclaimed gifts. Upon expiration, the reserved amount is automatically released back to the organization's available wallet balance. Sparkmark is not liable for rewards that go unclaimed within this window.

5.3 Pay-As-You-Go & Card on File

• Customers who elect pay-as-you-go authorize Sparkmark to charge their card on file at the time each gift is redeemed.
• Failed payments: If your card on file is declined at the time a gift is redeemed, the gift delivery will be temporarily suspended and you will receive an immediate email notification. You have 48 hours to update your payment method before the gift link expires. Sparkmark is not liable for gifts that expire unclaimed as a result of a failed payment that was not remedied within the 48-hour window.
• All payments are processed by Stripe, Inc. and are subject to Stripe's terms. Sparkmark does not store raw card numbers on its servers.

5.4 Gift Card Delivery Timing

Upon successful selection of a gift card by an employee, the gift card code or redemption link is typically delivered to the employee's email address within 1 business day of the confirmed selection. Delivery times may vary depending on the third-party gift card distributor, the selected brand, and factors outside Sparkmark's control (including but not limited to distributor processing delays, email delivery issues, and high-demand periods).

Sparkmark does not guarantee same-day delivery and shall not be liable for delays caused by third-party distributors or circumstances beyond our reasonable control. If an employee has not received their gift card within 3 business days of a confirmed selection, please contact us at support@sparkmark.io and we will investigate with the distributor.

5.5 Taxes

You are solely responsible for determining whether employee gifts constitute taxable benefits under applicable law (including CRA and IRS rules) and for any related tax reporting obligations. Sparkmark provides statements and invoices for your records but does not provide tax advice. Please consult your accountant or tax advisor.

6.1 Independent Vendors

The local gift card options available on the Sparkmark platform are provided by independent, third-party businesses ("Local Vendors") including but not limited to coffee shops, restaurants, bookstores, spas, and other neighborhood establishments. These Local Vendors are not employees, agents, or partners of Sparkmark. Sparkmark does not own, operate, manage, or control any Local Vendor.

6.2 Vendor Closure, Ownership Change & Non-Redemption

Sparkmark expressly disclaims all liability in the following circumstances involving Local Vendors:

• A Local Vendor permanently or temporarily closes after a gift card has been issued but before it has been redeemed;
• A Local Vendor undergoes a change of ownership and the new owner declines to honor previously issued gift cards;
• A Local Vendor refuses to honor a gift card for any reason, including technical issues, policy changes, or disputes;
• A Local Vendor's offerings, pricing, or availability change materially after a gift card has been issued;
• Any quality, safety, or service issues experienced at a Local Vendor's premises.

In the event that a verified Local Vendor closure or non-redemption is reported within 7 days of the failed redemption attempt, Sparkmark will use commercially reasonable efforts to provide a replacement gift card of equivalent value from an alternative vendor, at its sole discretion. This is a courtesy measure and does not constitute a legal obligation.

To report a non-redemption issue, contact us at support@sparkmark.io with the gift card details and a description of the issue.

6.3 National Brand Gift Cards

Gift cards for major national brands (e.g., Amazon, Starbucks, DoorDash) are fulfilled through third-party gift card distributors. These are subject to the respective brand's own gift card terms. Sparkmark is not liable for national brand gift card redemption failures, but will assist in facilitating a replacement where the failure is demonstrably attributable to a platform error.

6.4 Right to Substitute Gift Card Options

Sparkmark reserves the right, at its sole discretion, to substitute any gift card offering (whether local or national brand) that becomes unavailable, is discontinued, is out of stock, or cannot be fulfilled for any reason. In such cases, we will provide a replacement gift card option of equivalent or greater face value from an available vendor or brand.

Where a substitution is made before an employee has opened their gift link, the replacement option will be presented seamlessly within the gift selection flow without notice. Where a substitution is required after a selection has been confirmed but before delivery, the affected employee will be notified by email and offered an equivalent replacement. Sparkmark is not liable for any dissatisfaction arising from a substituted gift card provided in good faith under this clause.

7.1 The Recognition Feed

The Sparkmark employee portal includes a peer-to-peer social recognition feed where employees within the same organization may publicly celebrate colleagues' milestones, send shout-outs, and post recognition messages ("User Content").

7.2 Prohibited Content

You agree that you will not post, submit, or share User Content that:

• Is abusive, harassing, threatening, intimidating, or bullying toward any individual;
• Is discriminatory based on race, ethnicity, national origin, gender, gender identity, sexual orientation, religion, disability, age, or any other protected characteristic;
• Is defamatory, false, misleading, or constitutes malicious gossip;
• Contains sexually explicit, pornographic, or obscene material;
• Violates the privacy of any individual, including sharing personal information without consent;
• Constitutes spam, phishing, or unauthorized advertising;
• Infringes any third party's intellectual property, copyright, or trademark rights;
• Violates any applicable law or regulation.

7.3 Moderation & Enforcement

Sparkmark reserves the right (but does not assume the obligation) to review, monitor, remove, or edit any User Content at any time, for any reason, with or without notice. The Account Administrator for your organization also has the ability to remove any User Content posted by employees within their organization.

Repeated or severe violations of this Acceptable Use Policy may result in the suspension or permanent termination of the offending employee's access to the platform. The Account Administrator will be notified of any enforcement action taken against an employee in their organization.

7.4 License to User Content

By posting User Content to the recognition feed, you grant Sparkmark a non-exclusive, royalty-free, worldwide license to display, reproduce, and distribute that content within the platform solely for the purpose of operating the Service. Sparkmark will not use your User Content for marketing, advertising, or any purpose outside the Service without your express written consent.

Sparkmark handles sensitive human resources data, including employee names, email addresses, birthdates, and work start dates. We take our data protection obligations seriously and have implemented appropriate technical and organizational measures to safeguard this information.

8.1 Compliance with PIPEDA

Sparkmark complies with the Personal Information Protection and Electronic Documents Act (PIPEDA) and, where applicable, provincial privacy legislation including Alberta's PIPA and British Columbia's PIPA. In addition, we design our data practices to align with GDPR (EU/UK) and CCPA (California) requirements to support customers with international teams.

• Purpose limitation: Employee personal data is collected and used solely for the purpose of delivering the gifting service. We do not use this data for any secondary purpose without explicit consent.
• No data selling: We will never sell, rent, or trade employee personal information to third parties under any circumstances.
• Data minimization: We collect only the employee data necessary to operate the Service (name, email, birthday, work start date, and optionally city for local gift matching).
• Consent responsibility: As the Account Administrator, you are responsible for ensuring you have appropriate authority (employment contract, company policy, or consent) to share employee data with Sparkmark for gifting purposes, and for notifying employees that their milestones are celebrated via the platform.

8.2 Quebec Law 25 (Bill 64)

For customers with employees located in Quebec, Sparkmark complies with Quebec's Act Respecting the Protection of Personal Information in the Private Sector as amended by Law 25 (Bill 64). As required by Law 25, a member of the Sparkmark Inc. founding team is publicly responsible for privacy protection in lieu of a formally appointed Privacy Officer. Quebec residents have the right to data portability, the right to erasure, and the right to be informed about automated decision-making. Full details are in our Quebec Law 25 rights section of the Privacy Policy.

8.3 CASL — Email Communications

Sparkmark complies with Canada's Anti-Spam Legislation (CASL). All emails sent by the platform to Account Administrators and their employees fall into one of two categories:

• Transactional (CASL-exempt): Gift delivery links, redemption confirmations, magic-link invitations, billing receipts, and security notifications.
• Commercial (require consent): Any promotional or marketing messages are sent only to recipients who have provided express or implied consent. Every such message includes our sender identity, contact details, and a working unsubscribe link. Unsubscribe requests are processed within 10 business days.

8.4 Security Measures

• All data is encrypted in transit using TLS 1.2+ and at rest using AES-256;
• Passwords are hashed using bcrypt and are never stored in plaintext;
• Access to production data is restricted to authorized personnel only;
• We perform regular security reviews and dependency audits.

8.5 Data Breach Notification

In the event of a data breach that poses a real risk of significant harm to individuals, we will notify affected Account Administrators within 72 hours of becoming aware of the breach, in compliance with PIPEDA breach notification requirements. We will also notify the Office of the Privacy Commissioner of Canada as required by law.

8.6 Full Privacy Policy

This section is a summary. Our full Privacy Policy governs how we collect, use, store, and delete personal information, and takes precedence where these Terms and the Privacy Policy conflict on data matters.

The Service, including all software, designs, text, graphics, logos, and data compilations, is owned by or licensed to Sparkmark Inc. and is protected by Canadian, American, and international intellectual property laws.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes. You may not: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer or decompile any part of the Service; (c) sell, sublicense, or resell access to the Service; (d) use the Service to build a competing product.

You retain ownership of all company data and employee data you upload to the platform. By uploading data, you grant us a limited license to process and use that data solely to provide the Service.

Please read this section carefully as it limits our liability to you.

10.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SPARKMARK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SPARKMARK OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE.

OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO SPARKMARK IN THE THREE (3) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF CERTAIN LIABILITIES. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION APPLY ONLY TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION.

You agree to defend, indemnify, and hold harmless Sparkmark Inc. and its officers, directors, employees, contractors, and agents from and against any claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any third-party right, including any intellectual property or privacy right; (d) any User Content you post to the recognition feed; or (e) your failure to obtain appropriate authorization before uploading employee data to the platform.

12.1 Termination by You

You may terminate your account at any time by contacting us at support@sparkmark.io or through the account settings page. Upon termination, your access to the Service will cease and your employee data will be deleted in accordance with our Privacy Policy. Any unused wallet balance may be refunded as described in Section 5.2.

12.2 Termination by Us

We may suspend or terminate your account immediately, without prior notice or liability, if you: (a) breach any provision of these Terms; (b) fail to pay any amount due; (c) use the Service in a way that creates legal liability for us or others; or (d) are required by law to do so.

12.3 Effect of Termination

Upon termination, all rights granted to you under these Terms immediately cease. Any outstanding payment obligations survive termination. Sections 9, 10, 11, 13, and this Section 12.3 survive termination of these Terms.

These Terms and any disputes arising out of or related to the Service shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein, without regard to conflict of law principles.

13.1 Informal Resolution

Before initiating formal legal proceedings, you agree to first contact us at support@sparkmark.io and make a good-faith effort to resolve the dispute informally. We will do the same. Both parties agree to engage in this informal process for at least 30 days from when the dispute is first raised in writing.

13.2 Jurisdiction

If the dispute cannot be resolved informally, both parties consent to the exclusive jurisdiction of the courts of Ontario, Canada for any legal proceedings. You waive any objection to the laying of venue in those courts.

13.3 Class Action Waiver

To the fullest extent permitted by law, you waive any right to bring or participate in a class action, collective action, or representative proceeding against Sparkmark.

We may modify these Terms at any time. When we do, we will update the "Effective Date" at the top of this page. For material changes — including changes that affect your payment obligations, your liability, or your data rights — we will provide at least 30 days' written notice to the email address associated with your account before changes take effect.

Your continued use of the Service after the effective date of any modification constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service before the effective date.

Sparkmark shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemic, epidemic, fire, flood, earthquake, war, terrorism, civil unrest, government action or regulation, internet or telecommunications outages, power failures, failure of third-party service providers (including Stripe, Resend, gift card distributors, or cloud infrastructure providers), or any other event of force majeure ("Force Majeure Event").

In the event of a Force Majeure Event, Sparkmark will notify affected Account Administrators as soon as reasonably practicable and will use commercially reasonable efforts to resume normal service. The obligations of Sparkmark will be suspended for the duration of the Force Majeure Event. If a Force Majeure Event continues for more than 30 consecutive days, either party may terminate the affected services without liability by providing written notice to the other party.

These Terms, together with the Privacy Policy and any additional terms you have accepted in connection with specific features of the Service (such as an enterprise service order or data processing addendum), constitute the entire agreement between you and Sparkmark Inc. with respect to the subject matter herein, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, whether written or oral, relating to the Service.

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect. The failure of Sparkmark to enforce any right or provision of these Terms will not be deemed a waiver of that right or provision. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.

These Terms are not assignable, transferable, or sublicensable by you without Sparkmark's prior written consent. Sparkmark may assign these Terms, in whole or in part, at any time without your consent, including in connection with a merger, acquisition, or sale of all or substantially all of its assets.

For questions about these Terms, please contact us: