Effective Date: April 6, 2026
Last Updated: September 25, 2026
These Resale & Purchase Terms (“Terms”) govern quotes, estimates, orders, renewals, and purchases of third-party hardware, software, cloud services, subscriptions, support, maintenance, and related products (collectively, “Products”) provided through Spark Ventures Group and SparkOps (“Spark,” “we,” “us”). By accepting a Spark quote, estimate, order confirmation, or renewal, issuing a purchase order, or accepting delivery or access to Products, you (“Customer”) agree to these Terms.
1. Spark’s Role
Spark may act as a reseller, referral partner, procurement adviser, or intermediary for the manufacturers, publishers, distributors, marketplaces, and service providers identified in the applicable quote or order. Spark is not the manufacturer, publisher, carrier, cloud host, or underlying service provider unless the quote expressly states otherwise. Spark does not control third-party pricing, availability, delivery, service levels, security, product functionality, or policy changes.
2. Quotes, Orders, and Acceptance
Quotes are valid only for the period stated on the quote and may be withdrawn or revised before acceptance. Quotes are not binding until accepted by Customer and confirmed by Spark. Pricing, discounts, availability, configurations, license metrics, lead times, taxes, and fees may change until confirmation. A Customer purchase order does not modify these Terms unless Spark expressly agrees in a signed writing. If a quote or order conflicts with these Terms, the quote controls only for the commercial details expressly stated in it.
3. Third-Party Terms Control
Customer’s use of each Product is governed by the applicable manufacturer’s, publisher’s, distributor’s, cloud provider’s, or other supplier’s end-user license agreement, terms of service, acceptable-use policy, support policy, privacy policy, service-level terms, and other pass-through terms (collectively, “Provider Terms”). Provider Terms may be presented electronically or incorporated by reference. Customer is responsible for reviewing and complying with Provider Terms. If Customer does not accept Provider Terms, Customer must not use the Product and must promptly notify Spark; any cancellation or refund remains subject to the applicable provider’s policy.
4. Distributor and Pass-Through Terms
Products may be fulfilled through authorized distributors, marketplaces, or other supply-chain partners. Their terms, order procedures, credit requirements, return rules, cancellation rules, and pass-through terms apply in addition to these Terms. Spark may use a comparable or substituted source when the quoted source is unavailable, provided the substitution is commercially reasonable and does not materially reduce the quoted scope.
5. Customer Responsibilities
Customer is responsible for selecting Products, confirming quantities and compatibility, providing accurate information, maintaining required licenses and credentials, configuring and using Products lawfully and securely, protecting accounts and data, meeting Provider Terms, and maintaining backups. Unless expressly included in writing, Spark does not provide implementation, managed services, legal, tax, compliance, cybersecurity, or regulatory advice.
6. Payment, Taxes, and Suspension
Customer must pay invoices according to the stated terms without setoff or deduction. Customer is responsible for applicable sales, use, excise, property, withholding, and similar taxes, excluding taxes based on Spark’s net income. Spark may suspend ordering, access, support, or other performance for overdue amounts, credit concerns, or a provider’s suspension. Customer must reimburse reasonable collection costs to the extent permitted by law.
7. Cancellations, Returns, and Renewals
After Spark confirms an order with a provider, the order may be non-cancelable, non-returnable, or subject to provider restocking, termination, early-renewal, or other fees. Customer is responsible for those charges. Subscription and maintenance renewals continue according to the quote or Provider Terms unless cancellation is received within the applicable notice period. No return or credit is available unless authorized by the applicable provider and accepted by Spark.
8. Delivery, Acceptance, and Delays
Delivery dates and lead times are estimates. Spark is not responsible for delays, outages, shortages, allocations, recalls, carrier failures, cybersecurity events, labor disputes, acts of government, or other causes outside Spark’s reasonable control. Customer must inspect Products promptly and notify Spark of visible damage, shortage, or material nonconformity within five business days, or the Products will be deemed accepted to the fullest extent permitted by law.
9. Warranties and Disclaimers
Spark passes through only the applicable provider warranty, if any, and will reasonably assist Customer in submitting a provider claim. Spark makes no independent warranty regarding Products or third-party services. EXCEPT FOR ANY NON-WAIVABLE WARRANTY OR OBLIGATION REQUIRED BY LAW, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SPARK DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMITTED BY LAW.
10. Data, Security, and Compliance
Customer remains responsible for determining whether a Product satisfies its legal, regulatory, security, privacy, retention, accessibility, or industry requirements. Customer must not provide Spark or a provider with information it is not authorized to disclose. Unless expressly agreed in writing, Spark does not assume custody of Customer data or responsibility for Customer’s compliance program.
11. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, SPARK’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO AN ORDER, PRODUCT, OR SERVICE WILL NOT EXCEED THE AMOUNT CUSTOMER PAID SPARK FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM DURING THE SIX MONTHS BEFORE THE EVENT. SPARK WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.
12. Indemnification
Customer will defend and indemnify Spark and its affiliates, personnel, and providers from third-party claims, losses, damages, penalties, and reasonable costs arising from Customer’s misuse of Products, breach of these Terms or Provider Terms, violation of law, or infringement caused by Customer-provided materials, data, or instructions.
13. Changes and Order of Precedence
Spark may update these Terms from time to time. The version in effect when Spark confirms the applicable order governs that order, unless the quote or a later signed agreement expressly states otherwise. Provider Terms control matters concerning the provider’s Product, service, license, support, warranty, privacy, security, or acceptable use.
14. Governing Law and Miscellaneous
These Terms are governed by North Carolina law, without regard to conflict-of-law rules, and the parties consent to the state and federal courts located in Wake County, North Carolina, unless a signed agreement states otherwise. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will remain effective. These Terms, the applicable quote, and any signed agreement are the entire agreement for the applicable order. Electronic acceptance and electronic records are effective as originals.
15. Questions
Contact Tim Hazell, Founder & CEO, at tim@sparkventuresgroup.com or 919.495.4615.