Terms of Use

Welcome to the scarletspark.org website operated by Scarlet Spark (“Scarlet Spark,” “we,” “us,” or “our”). The terms and conditions provided herein (these “Terms of Use”) govern your use of the website url: www.scarletspark.org (or such other URLs or web addresses as may be made available from Scarlet Spark, collectively the “Site”) and any services, features, content, or applications offered by Scarlet Spark and that link to these Terms of Use (collectively, the “Services”). Please read these Terms of Use carefully before using the Site.

These Terms of Use are a legally binding agreement between you and Scarlet Spark. If you do not agree to be bound by these Terms of Use, you may not use the Site. We may make changes or improvements to the Site and these Terms of Use at any time. In addition, certain sections or services offered by the Site may have additional terms of use governing the access to or use of such sections or services. These Terms of Use apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.

The Services are intended only for access and use by individuals at least eighteen (18) years old. By accessing or using any of Services, you represent and warrant that you are at least eighteen (18) years of age and with the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of these Terms of Use. If you are not at least eighteen (18) years old, you are prohibited from both the access and usage of the Services.

PRIVACY AND SECURITY

Please review our Privacy Policy, which also applies to and governs your use of the Site. Our Privacy Policy explains how we collect, use and protect your information.

APPROPRIATE USE

You may not use or access the Site, nor use any content from or related to the Site, in any manner that is illegal, inaccurate, dangerous, derogatory, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property, or otherwise harmful to third parties. In addition, you may not use the Site or any of its content (including, without limitation, intellectual property and trademarks) in a manner that could portray Scarlet Spark, its affiliates, brands, products or services in a misleading, false, negative, derogatory or otherwise offensive manner. In addition, you may not use the Site, nor any of its content, to communicate or transmit: any viruses, trojan horses, worms, harmful or damaging computer code; political campaign messages; solicitation; promotion of goods, services or opportunities; chain letters; “spam” (unsolicited commercial communications); or any other type of mass or commercial communications. You may not use a false email or physical address, impersonate any person or entity, or otherwise mislead us or third parties as to your identity, nor the origin of any submission on the Site.

LICENSE

Subject to these Terms of Use and conditions hereof, Scarlet Spark grants you a limited, revocable, non-exclusive license to access and make personal use of the Site. You may not download or copy the Site or any portion or elements of the Site, except (i) automated temporary page caching by your browser and (ii) a single copy for your own personal use or for your company’s use so long as such use is not for commercial exploitation in exchange for consideration. You may not resell or make any commercial use of the Site or any of its content. Your right to access and use the Site does not include any right to encumber, license, modify, publish, sell, transfer, transmit, or in any other way exploit any of the content on the Site, nor will you attempt to do so, and your right to copy the content of the Site is strictly limited to the conditions herein. You may not “scrape” or otherwise collect from the Site any information, nor may you use any manual or automated systems, robots or other methods to access, extract or collect information, data or content from or through the Site. You are granted a limited, revocable, non-exclusive license to link to the Site, but you may not frame or use similar technologies or techniques to surround, enclose or otherwise alter any element, nor the context of any element of the Site or its content. You may not otherwise copy, redistribute, publish or otherwise exploit content from the Site without the express prior written permission of Scarlet Spark. You further agree and acknowledge that you shall not acquire any ownership or other rights by downloading content from the Site.

INTELLECTUAL PROPERTY RIGHTS

All content of the Site including, without limitation, all trademarks, service marks, tag lines or slogans, logos, names, text, copyrightable subject matter, images, graphics, designs, software, music, sound, video, audio-visual recordings, data and products belong exclusively to Scarlet Spark or its suppliers, vendors, service providers or its licensors (collectively, “Vendors”), and is protected by United States and international intellectual property laws. The selection, coordination, arrangement, and enhancement of all content on the Site, as well as any content original to Scarlet Spark, is owned exclusively by Scarlet Spark and is protected by United States and international copyright laws. All rights are reserved by Scarlet Spark.

METADATA

You may not use any cookies, meta tags or other metadata, or other forms of hidden text or code that include our intellectual property without the express prior written permission of Scarlet Spark. Without limiting the foregoing, you may not use our trademarks, service marks, tag lines or slogans, logos or names in any manner without the express prior written consent of Scarlet Spark. All trademarks that appear on the Site that are not owned by Scarlet Spark are the property of their respective owners. You may not use any trademarks, copyrights or other intellectual property owned by Scarlet Spark in any negative or malicious way or to advertise products or services we do not sell.

VENDOR SOFTWARE AND SYSTEMS

Certain elements of the Site are operated by or use software from Vendors pursuant to contractual agreements with Scarlet Spark. Vendors are not affiliates and have no relationship other than through these commercial arrangements.

COPYRIGHT COMPLAINTS/NOTICES OF COPYRIGHT INFRINGEMENT

If you believe your work or content has been copied and posted to the Site in a way that constitutes copyright infringement, please provide our designated copyright agent the following written information in accordance with the Digital Millennium Copyright Act (the “DMCA”): (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by a single notification, a representative list of such works; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

All DMCA notices should be sent to our designated agent as follows:

hello@scarletspark.org, attention: Tania Luna

It is our policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.

LINKING

Scarlet Spark may provide content of third parties (“Third-Party Content”) or links to websites of third parties (“Third-Party Sites”) as a service to those interested in this information. Scarlet Spark does not monitor, approve or have any control over any Third-Party Content or Third-Party Sites and the inclusion of or links to Third-Party Content or Third-Party Sites does not imply any association or relationship between Scarlet Spark and such third party. You click through at your own risk, and Scarlet Spark makes no representation or warranties about the content, completeness or accuracy of the Third-Party Content or the Third-Party Sites, and all use of any Third-Party Site will be subject to these terms of and conditions of use and privacy policies of such Third-Party Site.

RESERVATION OF RIGHTS

Scarlet Spark reserves the right, at any time, without notice and in its sole discretion, to terminate your license to use the Site and to block or prevent your future access to and use of the Site. Scarlet Spark may access, preserve and disclose your account information if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to (i) comply with legal process; (ii) enforce these Terms of Use, (iii) respond to claims that any such information violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Scarlet Spark (and its employees), its users and the public.

MOBILE ACCESS

If you access the Site via your mobile phone, we do not currently charge for this access. Additionally, you may receive text messages or calls from us related to certain products or services. Please be aware that if you access the Site via your mobile phone or provide a mobile phone number to us in order to be contacted by voice or text message, your carrier’s normal rates and fees, such as text messaging fees or data charges, will still apply. To find out more about how we use information regarding your mobile device, including your phone number, review our Privacy Policy.

DISCLAIMERS AND LIMITATIONS OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK AND THAT THIS SITE IS PROVIDED “AS IS” AND “AS AVAILABLE.” YOU UNDERSTAND THAT NEITHER SCARLET SPARK NOR ITS VENDORS PROMISE, GUARANTEE OR WARRANT THAT FILES YOU DOWNLOAD THROUGH THE INTERNET, INCLUDING FROM THIS SITE, WILL BE FREE FROM VIRUSES. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT SAFEGUARDS FOR YOURSELF. NEITHER SCARLET SPARK NOR ITS VENDORS ASSUMES ANY RESPONSIBILITY FOR YOUR USE OF THE INTERNET OR THIS SITE. YOU ASSUME THE ENTIRE RISK AND COST OF ANY LOSS OR DAMAGE ARISING FROM YOUR USE OF THIS SITE OR ITS CONTENT.

NEITHER SCARLET SPARK NOR ANY OF ITS VENDORS MAKES ANY, AND EACH HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. NEITHER SCARLET SPARK NOR ANY OF ITS VENDORS REPRESENTS OR WARRANTS: THAT THIS SITE, NOR YOUR USE OF THIS SITE, WILL BE SECURE, TIMELY UNINTERRUPTED OR ERROR-FREE; THAT THIS SITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; THAT DEFECTS WILL BE CORRECTED; NOR THAT THIS SITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE OR WILL BE FREE OF VIRUSES. NEITHER SCARLET SPARK NOR ANY OF ITS VENDORS MAKES ANY REPRESENTATION OR WARRANTY REGARDING ANY USE OF THIS SITE OR ITS CONTENT, NOR ITS ACCURACY, RELIABILITY OR COMPLETENESS, INCLUDING ANY INACCURACIES DUE TO TYPOGRAPHICAL OR TECHNICAL ERRORS OR INACCURACIES.

SCARLET SPARK WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE OR THE SERVICES. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES.

CERTAIN JURISDICTION SPECIFIC LAWS MAY NOT ALLOW LIMITATIONS ON SOME OR ALL IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, OR MAY LIMIT SUCH LIMITATIONS OR EXCLUSIONS. SOLELY TO THE EXTENT OF THE MINIMUM APPLICABILITY OF SUCH LAWS TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless Scarlet Spark (and its officers, directors, agents, subsidiaries, joint ventures, employees and third-party service providers), from all claims, demands, losses, liabilities, costs, expenses, obligations and damages including reasonable legal fees, arising out of (a) your misuse of the Site; (b) your violation of any term of these Terms of Use; (c) a breach of your representations and warranties set forth above regarding the Site; (d) your violation of any law or the rights of a third party (including, without limitation, any copyright, property or privacy right); or (e) any claim that any content you submitted caused damage to a third party. This indemnification obligation will survive the termination of these Terms of Use and your misuse of the Site.

TERMINATION

We may terminate your access to all or any part of the Site at any time, with or without cause, with or without notice, effective immediately. You acknowledge and agree that notice is not required for any such termination to be effective.

CHOICE OF LAW/ FORUM SELECTION

These Terms of Use will be governed and interpreted pursuant to the laws of the State of New York, notwithstanding any conflicts of law. You specifically consent to exclusive personal jurisdiction in New York in connection with any dispute between you and us. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance with the Rules of the American Arbitration Association, subject to the following provisions: (i) all arbitration proceedings will be heard and decided by a single arbitrator, who will be an attorney with experience and familiarity in the relevant issues and the healthcare industry, appointed in accordance with the AAA Rules; (ii) the arbitration proceedings shall be conducted in English in New York City; and (iii) any award rendered by the arbitrators may be entered in any court having jurisdiction thereof. If the dispute as such is not arbitrable you consent to the exclusive jurisdiction and venue of a court of competent jurisdiction located in New York, New York.

WAIVER

No waiver of any provision of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

MISCELLANEOUS

If any part of these Terms of Use is unlawful, void, or unenforceable, solely that part, to the minimum extent possible, will be deemed severable, and will not affect the validity or enforceability of any remaining provisions. Specific services, promotions and sections of the Site may include additional terms and requirements, and those additional terms and requirements will supplement these Terms of Use with respect to the items to which they apply. Scarlet Spark may revise or modify the Site, these Terms of Use, products, product information or pricing without notice.

These Terms of Use are effective as of January 1, 2023.