Terms of Service

1. Acceptance of Terms

By accessing or using Sparq ("the Platform"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you and Sparq, Inc. If you do not agree to these Terms, you must not access or use the Platform.

You must be at least 18 years of age and have the legal capacity to enter into binding contracts in your jurisdiction to use Sparq. By using the Platform, you represent and warrant that you meet these eligibility requirements.

We reserve the right to update or modify these Terms at any time. When we make material changes, we will notify you via email or through a prominent notice on the Platform at least 30 days before the changes take effect. Your continued use of the Platform after the effective date of any modifications constitutes your acceptance of the revised Terms.

2. Description of Service

Sparq is a platform that connects brands with creators for TikTok Shop marketing. We facilitate collaborations through four distinct modules:

• Cold Start: A purchase reimbursement module where creators make real purchases on a brand's TikTok Shop listing, receiving reimbursement for verified purchases that contribute to the brand's GMV growth.
• UGC Library: A licensed video content marketplace where brands commission user-generated content and receive full licensing rights to raw files for use across all marketing channels.
• Paid Creator: A commissioned custom content module where brands engage creators for bespoke campaigns with negotiated deliverables and timelines.
• Live Creator: A live shopping session module where creators host real-time product demonstrations and sales events on TikTok.

Sparq provides the technology platform and tools to facilitate these collaborations. We are not a party to any agreements between brands and creators, and we do not control the quality, timing, or legality of content produced through the Platform.

3. Account Registration

To use the Platform, you must create an account by providing accurate, complete, and current information. You are responsible for maintaining the confidentiality and security of your account credentials, including your password and any authentication tokens. You agree not to share your credentials with any third party.

Each individual may maintain only one account on the Platform. We reserve the right to verify your identity at any time, and you agree to cooperate with any verification requests. You are responsible for all activity that occurs under your account, whether or not you authorized that activity.

You must promptly update your account information if any details change, including your email address, payment information, or business details. Failure to maintain accurate account information may result in suspension or termination of your account.

4. Brand Responsibilities

If you use the Platform as a brand, you agree to the following responsibilities:

• Maintain accurate and up-to-date product listings, including descriptions, pricing, and availability.
• Fund your wallet with sufficient balance before launching campaigns to ensure creators can be compensated promptly.
• Respond to creator submissions in a timely manner, including reviewing content, approving deliverables, and providing constructive feedback.
• Provide clear and detailed campaign briefs that accurately describe expectations, deliverables, and timelines.
• Comply with all applicable FTC disclosure requirements and ensure that your campaigns do not encourage creators to violate advertising regulations.
• Not request, incentivize, or coerce creators to produce fake, misleading, or dishonest reviews or content.
• Honor all approved content and payout commitments as agreed upon in campaign terms.

5. Creator Responsibilities

If you use the Platform as a creator, you agree to the following responsibilities:

• Provide honest, authentic, and unbiased reviews that reflect your genuine experience with the product or service.
• Only submit original content that you have created and that does not infringe on any third-party intellectual property rights.
• Comply with all applicable FTC disclosure requirements, including clearly disclosing sponsored or compensated content.
• Maintain an active TikTok account in good standing throughout the duration of any active campaigns.
• Submit genuine purchase proofs when required. Fabrication or manipulation of purchase proofs is strictly prohibited and will result in immediate account termination.
• Meet all campaign deadlines as specified in the campaign brief or communicate delays promptly to the brand.
• Not accept campaigns for directly competing products simultaneously without obtaining prior written consent from the affected brands.

6. Wallet and Payments

Brands fund their Sparq wallets via Stripe, our third-party payment processor. All funds deposited into a wallet are held in escrow for campaign use. Funds are released to creators upon completion and approval of campaign deliverables according to the terms of each module.

A 5% service fee applies to all campaign budgets processed through the Platform. Wallet deposits are fee-free. Unused wallet funds do not expire and remain available for future campaigns. Refunds of unused wallet balances are granted at Sparq's sole discretion.

Creator payouts are processed weekly via Stripe Connect, subject to a minimum payout threshold of $1. If your earned balance is below the minimum threshold, it will roll over to the next payout cycle. Creators are solely responsible for reporting and paying all applicable taxes on earnings received through the Platform.

Sparq reserves the right to withhold or delay payment if fraud, policy violations, or disputes are suspected. Withheld funds will be released or forfeited following the conclusion of any investigation or dispute resolution process.

7. Content Rights and Licensing

Content rights and licensing terms vary by module:

• Cold Start: Creators retain full ownership of any content they post. By participating, creators grant the brand a non-exclusive license to reshare any content on the brand's own channels with proper attribution.
• UGC Library: The brand receives full licensing rights to all raw files and deliverables, including the right to use, modify, and distribute the content across all marketing channels without limitation.
• Paid Creator: Licensing terms are defined on a per-campaign basis as specified in the campaign agreement between the brand and creator.
• Live Creator: Live stream content is owned by the creator's TikTok channel. Brands do not receive ownership rights to live stream recordings.

By using the Platform, all users grant Sparq a perpetual, royalty-free license to use anonymized, aggregated performance data derived from campaigns for analytics, benchmarking, and platform improvement purposes.

8. Intellectual Property

The Sparq platform, including its design, source code, user interface, branding, logos, documentation, and all related intellectual property, is the exclusive property of Sparq, Inc. and is protected by applicable copyright, trademark, and other intellectual property laws.

You may not copy, modify, distribute, sell, lease, reverse engineer, decompile, or create derivative works based on any part of the Platform without our prior written consent. Any unauthorized use of the Platform or its intellectual property may result in termination of your account and legal action.

Brand and creator trademarks, logos, and other proprietary marks remain the respective property of their owners. Use of any third-party trademarks on the Platform does not imply endorsement or affiliation.

9. AI Features and Automated Systems

Sparq utilizes artificial intelligence and automated systems to enhance the Platform experience. These technologies are used for purchase verification (such as validating Cold Start purchases), creator-brand matching, fraud detection, and other operational purposes.

Decisions made by AI systems may be reviewed by human moderators, particularly in cases involving content disputes, fraud alerts, or account standing changes. While we strive for accuracy in our AI assessments, we do not guarantee that automated decisions will be error-free.

Users may request a human review of any decision made by an automated system by contacting our support team. We will process such requests in a reasonable timeframe and provide an explanation of the outcome.

10. Creator Standing and Tier System

Creators on Sparq are assigned tiers (Bronze, Silver, Gold, and Platinum) based on their completed campaigns, content quality, reliability, and overall platform engagement. Higher tiers unlock increased visibility, priority access to campaigns, and enhanced earning opportunities.

Creator standing may be negatively affected by rejected content, late submissions, policy violations, low-quality deliverables, or fraudulent activity. Repeated or severe infractions may result in tier demotion or account suspension.

We reserve the right to suspend or terminate creators with consistently poor standing. Tier status is non-transferable and cannot be purchased, traded, or assigned to another account.

11. Contracts Between Brands and Creators

Sparq facilitates connections between brands and creators but is not a party to any agreements, contracts, or arrangements entered into between them. The terms of each collaboration, including deliverables, timelines, compensation, and content usage rights, are determined by the participating brand and creator.

Disputes between brands and creators should first be resolved directly between the parties. If direct resolution is not possible, Sparq may, at its discretion, offer mediation services. However, Sparq is not obligated to mediate or resolve any disputes between users.

We reserve the right to hold funds in escrow during the pendency of any dispute resolution process. Funds will be released in accordance with the outcome of the resolution or as determined by Sparq in cases where the parties cannot reach agreement.

12. Limitation of Liability

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE RESULTS, SALES, REVENUE, OR CREATOR PERFORMANCE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPARQ SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE TOTAL FEES PAID BY YOU TO SPARQ IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Dispute Resolution

These Terms and any disputes arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

Before initiating any formal dispute resolution proceedings, the parties agree to attempt to resolve any dispute informally for a period of at least thirty (30) days. The informal resolution period begins when one party provides written notice of the dispute to the other.

For any claims that cannot be resolved informally and that are valued at less than $10,000, the parties agree to submit to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Delaware or via videoconference at the election of the claimant.

You agree to waive any right to participate in a class action lawsuit or class-wide arbitration against Sparq. Each party may bring claims only in their individual capacity. The option to pursue claims in small claims court is preserved for both parties, provided the claim falls within the court's jurisdictional limits.

14. Termination

Either party may terminate the relationship at any time. You may close your account by contacting support or through your account settings. We may suspend or terminate your account immediately and without prior notice if we determine that you have violated these Terms or engaged in conduct that is harmful to the Platform, other users, or Sparq.

Upon termination of your account:

• Your access to the Platform ceases immediately.
• Pending creator payouts will be processed within thirty (30) days, subject to any outstanding disputes or investigations.
• Remaining wallet balances for brands will be refunded minus any pending obligations, processing fees, or amounts owed to creators.
• Content licenses granted under existing campaign agreements will survive termination in accordance with their original terms.

The following sections shall survive termination of these Terms: Intellectual Property, Content Rights and Licensing, Limitation of Liability, Dispute Resolution, and any other provisions that by their nature should survive.

15. Changes to Terms

We may modify, update, or replace these Terms at any time to reflect changes in our services, legal requirements, or business practices. When we make material changes, we will provide at least thirty (30) days' advance notice via email to the address associated with your account or through a prominent notice on the Platform.

Your continued use of the Platform after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree with the updated Terms, you must discontinue your use of the Platform and close your account before the changes take effect.

16. Contact

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

• Legal inquiries: hello@getsparq.io
• General support: hello@getsparq.io
• Mailing address: Sparq, Inc.