Terms & Conditions

Last updated: November 2025

1. Introduction

Welcome to SonicSpark LLC ("we", "our", "us", or "Company"). These Terms and Conditions ("Terms") govern your use of our website, agency services, SaaS products, mobile applications, and all related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access or use our Services.

2. Definitions

  • "Agency Services" refers to custom development services, MVP development, consulting, and other professional services we provide to clients.
  • "SaaS Products" refers to our software-as-a-service products including but not limited to Learnerly AI, VibePdf, Tasking AI, GuardianSight.AI, and other subscription-based services.
  • "Mobile Applications" refers to our mobile applications available on iOS, Android, or other platforms.
  • "User" or "You" refers to any individual or entity that accesses or uses our Services.
  • "Client" refers to any individual or entity that engages our Agency Services.

3. Agency Services Terms

3.1 Service Agreements

When you engage our Agency Services:

  • A separate service agreement or statement of work ("SOW") will be executed, which may include additional terms specific to your project.
  • In the event of a conflict between these Terms and a signed service agreement, the service agreement shall prevail.
  • All service agreements are subject to our acceptance and availability.

3.2 Project Scope and Deliverables

  • Project scope, deliverables, timelines, and pricing will be specified in the service agreement or SOW.
  • Any changes to the project scope must be agreed upon in writing and may result in additional fees and timeline adjustments.
  • We will use reasonable efforts to meet agreed-upon deadlines, but we are not liable for delays caused by factors beyond our control.

3.3 Client Responsibilities

As a Client, you agree to:

  • Provide accurate, complete, and timely information necessary for project execution
  • Respond to requests for feedback, approvals, or information within agreed timeframes
  • Make timely payments as specified in the service agreement
  • Obtain all necessary licenses, permissions, and approvals for content, data, or materials you provide
  • Comply with all applicable laws and regulations

3.4 Intellectual Property

  • Client-Owned Work: Upon full payment, custom work created specifically for you will be owned by you, subject to our retention of rights to any pre-existing intellectual property, tools, or methodologies we use.
  • Our Proprietary IP: We retain all rights to our proprietary tools, frameworks, methodologies, and general knowledge developed independently or in the course of providing services.
  • Third-Party Components: Some deliverables may include third-party components subject to their respective licenses, which we will disclose to you.

3.5 Payment Terms

  • Payment terms will be specified in your service agreement, typically including deposits, milestone payments, or retainer fees.
  • Invoices are due within the timeframe specified in the agreement (typically 15-30 days).
  • Late payments may incur interest charges and may result in suspension of services.
  • All fees are non-refundable except as specified in our Refund Policy.

4. SaaS Products and Mobile Applications Terms

4.1 Account Registration

  • You must provide accurate, current, and complete information when creating an account.
  • You are responsible for maintaining the confidentiality of your account credentials.
  • You are responsible for all activities that occur under your account.
  • You must notify us immediately of any unauthorized use of your account.
  • You must be at least 18 years old (or the age of majority in your jurisdiction) to create an account.

4.2 Subscription Terms

  • Subscription Period: Subscriptions are billed on a monthly or annual basis as selected during purchase.
  • Auto-Renewal: Subscriptions automatically renew unless cancelled before the renewal date.
  • Cancellation: You may cancel your subscription at any time through your account settings or by contacting us. Cancellation takes effect at the end of the current billing period.
  • Price Changes: We reserve the right to modify subscription prices with at least 30 days notice. Price changes will apply to subsequent billing cycles.

4.3 Acceptable Use

You agree not to:

  • Use the Services for any illegal purpose or in violation of any laws
  • Attempt to gain unauthorized access to our systems or other users' accounts
  • Interfere with or disrupt the Services or servers
  • Use automated systems (bots, scrapers) to access the Services without permission
  • Reverse engineer, decompile, or disassemble any part of our Services
  • Upload or transmit viruses, malware, or any malicious code
  • Violate any intellectual property rights
  • Harass, abuse, or harm other users
  • Use the Services to compete with us or build competing products

4.4 User Content

  • You retain ownership of content you upload or create using our Services ("User Content").
  • By using our Services, you grant us a license to use, store, and process your User Content solely to provide and improve our Services.
  • You are solely responsible for your User Content and warrant that you have all necessary rights to it.
  • We reserve the right to remove any User Content that violates these Terms or is otherwise objectionable.

4.5 Service Availability

  • We strive to maintain high availability but do not guarantee uninterrupted or error-free service.
  • We may perform scheduled maintenance with reasonable notice.
  • We reserve the right to modify, suspend, or discontinue any Service at any time with notice.
  • We are not liable for any downtime, data loss, or service interruptions.

5. Intellectual Property Rights

5.1 Our Intellectual Property

All Services, including but not limited to software, designs, text, graphics, logos, and other content, are owned by SonicSpark LLC or our licensors and are protected by copyright, trademark, and other intellectual property laws.

5.2 License to Use

  • For SaaS Products: We grant you a limited, non-exclusive, non-transferable license to use our Services in accordance with these Terms and your subscription plan.
  • For Mobile Applications: Your use is subject to the terms of the app store from which you downloaded the application, in addition to these Terms.
  • You may not copy, modify, distribute, sell, or lease any part of our Services without our written permission.

6. Payment and Billing

6.1 Payment Methods

We accept various payment methods including credit cards, debit cards, and other methods as displayed during checkout. All payments are processed securely through third-party payment processors.

6.2 Billing

  • You authorize us to charge your payment method for all fees associated with your use of Services.
  • If payment fails, we may suspend or terminate your access to Services.
  • You are responsible for all applicable taxes, which will be added to your charges where required by law.

7. Privacy

Your use of our Services is also governed by our Privacy Policy, which explains how we collect, use, and protect your information. By using our Services, you consent to our Privacy Policy.

8. Warranties and Disclaimers

8.1 Service Warranties

  • We warrant that our Services will perform substantially in accordance with their documentation.
  • For Agency Services, we warrant that work will be performed in a professional manner consistent with industry standards.

8.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER 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:

  • Services will be uninterrupted, secure, or error-free
  • Results obtained from Services will meet your requirements
  • Any errors or defects will be corrected

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • IN NO EVENT SHALL SONICSPARK LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF SERVICES.
  • OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
  • Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

10. Indemnification

You agree to indemnify, defend, and hold harmless SonicSpark LLC, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including legal fees) arising out of or related to:

  • Your use of our Services
  • Your violation of these Terms
  • Your violation of any rights of another party
  • Your User Content

11. Termination

11.1 Termination by You

  • You may stop using our Services at any time.
  • For subscriptions, cancellation will take effect at the end of your current billing period.
  • For Agency Services, termination is subject to the terms of your service agreement.

11.2 Termination by Us

We may suspend or terminate your access to Services immediately if:

  • You violate these Terms
  • You fail to pay fees when due
  • You engage in fraudulent or illegal activity
  • We discontinue the Service

11.3 Effect of Termination

  • Upon termination, your right to use Services ceases immediately.
  • We may delete your account and User Content after a reasonable period.
  • Provisions that by their nature should survive termination will survive, including intellectual property rights, warranties, disclaimers, and limitations of liability.

12. Dispute Resolution

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New Mexico, United States, without regard to its conflict of law provisions.

12.2 Dispute Resolution Process

  • If a dispute arises, you agree to first contact us at [email protected] to attempt to resolve it informally.
  • If we cannot resolve the dispute within 60 days, either party may pursue binding arbitration or other remedies available under applicable law.
  • Any arbitration or legal action shall be conducted in Albuquerque, New Mexico, USA.

13. General Provisions

13.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable service agreements, constitute the entire agreement between you and SonicSpark LLC regarding the Services.

13.2 Modifications

We reserve the right to modify these Terms at any time. Material changes will be notified via email or through our Services. Your continued use after changes constitutes acceptance of the modified Terms.

13.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full effect.

13.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

13.5 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

13.6 Force Majeure

We are not liable for any failure to perform our obligations due to circumstances beyond our reasonable control, including natural disasters, pandemics, government actions, or internet failures.

14. Contact Information

If you have any questions about these Terms, please contact us:

  • Email: [email protected]
  • Phone: +1 (505) 361-4612
  • Address: 1209 MOUNTAIN ROAD PL NE, STE R, ALBUQUERQUE, NM 87110, USA

SonicSpark LLC is registered in the State of New Mexico, USA. We do not publish a mailing or registered agent address on this website; please contact us via email for official correspondence.