Platform Terms of Service

1. Access to the Services

By using the Services, you agree, on behalf of yourself and anyone who uses the Services under your account ("Account"), to these Terms. We offer a range of Services — including dashboard and campaign tooling, access to partner CPI/CPA offers, educational materials, creative ideation, and mentorship — and additional terms may apply to specific features. By accessing or using the Services, whether or not you register for an Account, you agree to these Terms, the Privacy Policy, and any other notices, rules, or policies we publish from time to time (collectively, the "Legal Documents"). If you do not agree, do not access or use the Services. Where a conflict exists between these Terms and terms covering a specific feature, the feature-specific terms control for that feature unless they state otherwise.

2. Changes to These Terms

We may change or modify these Terms at any time in our sole discretion. When we do, we will update the "Last Updated" date and, where appropriate, notify you through the Services, by email, or by other reasonable means. Changes become effective no earlier than seven (7) days after they are posted, except that changes addressing new features or made for legal reasons take effect immediately. Your continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

3. Privacy

We respect the privacy of our Members and visitors. Our collection and use of personal information is described in the SPRK Network Privacy Policy. By using the Services, you consent to those practices.

4. Eligibility and Registration

Eligibility. To use the Services you must be at least 18 years old, or the age of majority in your jurisdiction, whichever is greater. By using the Services, you confirm that you meet this requirement.

Registration and Account Security. You may be required to register for an Account. You agree to provide accurate, current, and complete information and to keep it up to date. You are responsible for safeguarding your login credentials, must not share your password, and are solely responsible for all activity that occurs under your Account, whether or not you authorized it. Notify us promptly at admin@sprknetwork.app of any unauthorized use or suspected compromise of your Account.

Independent Contractor Status. You participate as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and SPRK. You are responsible for your own taxes, registrations, licenses, and compliance obligations.

Service Changes and Availability. We may modify, suspend, or discontinue the Services, or any feature, temporarily or permanently, at any time and without prior notice, to protect platform integrity or for any other reason. You agree that SPRK will not be liable for any modification, suspension, or discontinuance of the Services. While we strive to provide reliable Services, we do not guarantee that access will be uninterrupted or available at all times.

Restrictions on Use. You agree not to reproduce, redistribute, sell, sublicense, create derivative works from, decompile, reverse engineer, or disassemble the Services or their underlying materials, and not to interfere with or damage the Services. All rights not expressly granted to you are reserved by SPRK.

5. Your Content, Campaigns, and Conduct

Your Content and License to SPRK. You are responsible for any content you create, upload, post, or transmit through or in connection with the Services, including your ad creatives, videos, captions, and campaign assets ("Your Content"). You represent and warrant that you own or have all rights, licenses, and releases needed for Your Content, including any music, likeness, trademarks, and other intellectual property. You grant SPRK a worldwide, royalty-free license to host, store, display, reproduce, adapt for placement, and distribute Your Content as reasonably needed to operate, provide, and promote the Services. SPRK is not responsible or liable for Your Content.

Content Review and Removal. SPRK does not pre-screen content but may, at its sole discretion and without obligation, review, reject, or remove any content that violates these Terms or that we otherwise find objectionable, for any reason and without notice. By using the Services you agree to this possible review and removal.

Prohibited Content and Conduct. You must use the Services only for lawful, ethical purposes and in accordance with these Terms. You may not submit or promote content that is illegal, infringing, deceptive, hateful, harassing, or violent, that violates the advertising rules of any platform (including TikTok and Meta), or that falls within restricted categories (such as tobacco, weapons, adult content, or misleading claims). The following conduct is also prohibited:

1. Uploading content that infringes any intellectual property or other rights of any party, or that contains viruses or code designed to interrupt, destroy, or limit the functionality of any software, hardware, or equipment, or that creates a privacy or security risk to any person;

2. Interfering with or disrupting the Services, or the servers or networks connected to them, or disobeying any requirement, procedure, or policy of those networks;

3. Violating any applicable local, state, national, or international law or regulation, or impersonating any person or entity or misrepresenting your affiliation with a person or entity;

4. Harvesting or collecting email addresses or other contact information of other users or Members for the purpose of sending unsolicited communications;

5. Furthering any criminal activity, providing instructions for illegal activity, or attempting to access materials or systems not intentionally made available through the Services.

Respectful Conduct. Any verbal or written abuse, harassment, or threats directed at any SPRK employee, contractor, mentor, member of staff, or officer may result in immediate suspension or termination of your Account.

Platform Advertising and Disclosure Compliance. You are solely responsible for complying with the terms, advertising policies, and community guidelines of every third-party platform you use (including TikTok and any ad network or payment processor), and with applicable advertising, endorsement, and disclosure laws, including U.S. Federal Trade Commission (FTC) guidance on endorsements and disclosures. You are responsible for your own advertising accounts and ad spend.

6. Non-Exclusivity and Account Ownership

Non-Exclusivity. We may offer the Services to others, including creators who compete with you, and we do not guarantee exclusivity. You acknowledge that SPRK's staff and contractors may also be Members or users and may compete with you, provided they do not misuse your Confidential Information.

Account Ownership Disputes. If a dispute arises over Account ownership, we may request documentation to confirm ownership, which may include a government-issued photo ID, the last four digits of the payment method on file, or verification of your relationship to a business entity. SPRK reserves the right, in its sole discretion, to determine rightful ownership and to transfer, suspend, or disable an Account until the dispute is resolved.

7. The Services Are Tools, Not a Guarantee

The Services provide software, tooling, access to third-party offers, education, and mentorship to help you build and run campaigns. You acknowledge and agree that:

• SPRK provides knowledge, tools, offers access, and guidance, but the results and outcomes of your campaigns depend on your own efforts, decisions, ad spend, and skill;

• Running successful paid-advertising campaigns requires dedication, testing, and ongoing effort, and involves real financial risk, including the risk that your ad spend exceeds your earnings;

• You assume all risks associated with your participation, including market conditions, platform changes, offer availability, competition, and other factors outside SPRK's control;

• SPRK does not guarantee any specific result, income, ranking, approval, or level of success, and is not responsible for any lack of success you may experience.

Because you are investing in tools and education and assuming the associated risks, fees are not refundable based on the performance or non-performance of your campaigns. Additional detail is in the Earnings & Results Disclaimer.

8. Payouts, Verification, and Offsets

Where you are eligible to receive payouts in connection with partner offers, those payouts are subject to verification, partner and platform reporting, fraud and quality checks, chargebacks, reversals, and applicable fees. SPRK may withhold, delay, adjust, or offset payouts to account for losses, chargebacks, reversals, suspected fraud, or policy violations, and may require additional verification (including tax and identity information) before releasing funds. You are responsible for all taxes, filings, and reporting associated with any amounts you earn, and we may collect required tax forms and withhold where legally required.

9. Fees, Billing, and Cancellation

Subscriptions and Auto-Renewal. Certain Services are offered on a recurring, auto-renewing subscription basis. By subscribing, you authorize SPRK to store your payment method and to charge it automatically at the start of each billing cycle, together with any applicable taxes, until the subscription is cancelled and all outstanding amounts are paid. Charges are in U.S. dollars. Renewal charges are fully earned when processed and are non-refundable except where required by law.

Price Changes. We may change prices for recurring subscriptions. Price changes take effect at the start of the next billing cycle after notice. If you do not agree to a price change, your remedy is to cancel before it takes effect. You acknowledge that the amount charged in your first billing cycle may reflect a promotional or introductory rate and may differ from later charges.

Prepayment and Payment Failure. SPRK generally operates on a prepayment basis: full payment of agreed fees is required before access is provided, so that we can allocate resources and support. If we are unable to process a payment, we may retry, and if payment is not received within three (3) days of the first attempt, we may suspend or revoke access. Your Account may be reactivated upon payment of outstanding fees plus the fees for your next billing cycle.

Cancellation of a Recurring Subscription. You may cancel an active recurring subscription at any time before its next renewal by any of the following methods: emailing admin@sprknetwork.app; using the cancellation option in your SPRK dashboard; or submitting a cancellation request through the designated SPRK Discord channel. Cancellation takes effect at the end of your then-current billing cycle, and your access continues until that point. Consistent with our no-refund policy, amounts already paid are not refunded, and any charges already scheduled or pending at the time of cancellation will be billed as scheduled. We recommend cancelling well before your renewal date. Failure to cancel before renewal constitutes authorization for the next charge.

Fixed-Term Commitments, Contracts, Loans, and Financing. Some plans are not subscriptions that can be cancelled at will. Where you have agreed to a fixed-term plan, a minimum commitment, or a written contract, that commitment cannot be cancelled before the end of its term, and all remaining payments for the full term remain due and payable regardless of cancellation or non-use. If your purchase is funded by a loan, installment agreement, or third-party financing, those obligations cannot be stopped, paused, or reversed under any circumstances by cancelling with SPRK. You remain fully responsible to the financing or lending provider under its own terms, and cancelling your SPRK subscription does not cancel, offset, or reduce any financed or contracted balance.

Taxes. Fees are exclusive of taxes, levies, or duties, other than taxes on SPRK's net income. You are responsible for determining and paying any taxes that arise from your use of the Services or your earnings.

Disputes and Chargebacks. Initiating a chargeback, payment reversal, or third-party payment dispute instead of following the procedures in these Terms is a material breach. You will be liable for, and we may recover, any dispute, chargeback, processor, or administrative fees or penalties we incur as a result, and we may suspend or terminate your access pending resolution. Please contact us at admin@sprknetwork.app before pursuing any such remedy.

10. Term and Termination

The duration of the Services is governed by your order form, plan, or other mutually agreed terms; absent a stated term, the Services are provided on an ongoing basis until cancelled or terminated. SPRK may suspend or terminate the Services or your Account at any time, with or without cause, in its sole discretion, including for violation of these Terms, non-payment, or conduct we deem harmful to SPRK, its Members, or partners. Where practical we may provide notice, unless immediate action is necessary for legal, security, or operational reasons. On termination you may lose access to the Services and associated data, and any amounts already due remain payable.

11. Confidentiality, Non-Solicitation, and Non-Disparagement

Confidentiality. During and after your use of the Services, both parties agree to keep confidential all proprietary or confidential information disclosed by the other ("Confidential Information"), including non-public prompts, angles, creative frameworks, offers, rates, dashboards, payout data, trade secrets, business plans, and customer lists. Each party will use Confidential Information only to perform under these Terms, will not disclose it to third parties without prior written consent (except as required by law), and will take reasonable precautions to protect it.

Non-Solicitation. During your use of the Services and for twelve (12) months afterward, you will not, directly or indirectly, solicit any employee, contractor, mentor, or agent of SPRK for employment or engagement away from SPRK.

Non-Disparagement. During your use of the Services and for one (1) year afterward, you agree not to make false, misleading, or derogatory statements that could damage SPRK's reputation or business, in any public forum, including social media, review sites, and online forums. SPRK agrees to the same obligation toward you. Nothing here prevents either party from providing truthful information in response to legal process or in connection with a legal proceeding, or from reporting to a government agency.

Remedies for Breach. For any breach of the non-solicitation or non-disparagement provisions, SPRK may seek injunctive and other equitable relief as well as monetary remedies. This provision is intended to compensate SPRK for harm caused by such breaches and is not a penalty.

12. Disclaimers

THE SERVICES, EDUCATIONAL MATERIALS, TOOLS, AND MENTORSHIP ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. To the fullest extent permitted by law, SPRK disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. SPRK does not warrant that the Services will meet your requirements, be uninterrupted, timely, secure, or error-free, that results obtained will be accurate or reliable, or that any specific earnings, outcomes, or approvals will be achieved. Individual results vary based on effort, skill, ad spend, and market conditions.

13. Indemnification and Limitation of Liability

Indemnification. To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless SPRK and its officers, employees, contractors, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to Your Content, your campaigns, your conduct, your use of the Services, or your breach of these Terms. If you are a California resident, you waive California Civil Code Section 1542, which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." If you reside elsewhere, you waive any analogous statute or principle.

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, SPRK WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR AD SPEND, ARISING FROM OR RELATED TO THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF SPRK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SPRK's total liability for all claims relating to the Services will not exceed the greater of (a) the total amount you paid SPRK in the six (6) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).

Third Parties and External Resources. SPRK does not endorse or guarantee any third-party service provider, offer, lender, or financing platform, and any decision to use one is at your discretion. Third-party providers, partners, and offers operate independently of SPRK, and we have no partnership or affiliation with them unless expressly stated. The Services may link to external websites and resources we do not control and do not endorse; your use of them, and any dealings with third parties you find through the Services, are solely between you and those parties, and SPRK is not liable for any resulting loss or claim.

14. General Terms

These Terms, together with the Legal Documents incorporated by reference, are the entire agreement between you and SPRK regarding the Services and supersede any prior arrangements or prior versions. Our failure to enforce any provision is not a waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions remain in effect. SPRK may assign these Terms to an affiliate, partner, or successor without your consent; you may not assign your rights or obligations without our prior written consent. Obligations that by their nature should survive termination (including payment obligations, confidentiality, indemnification, disclaimers, and limitations of liability) will survive. Most communications between you and SPRK will be electronic, which satisfies any legal requirement that communications be in writing. We are not responsible for any delay or failure to perform due to causes beyond our reasonable control.

Governing Law and Disputes. These Terms are governed by the laws of the State of Texas, USA, without regard to conflict-of-law principles. Any dispute or claim not otherwise subject to a separate agreement will be resolved exclusively in the state or federal courts located in Texas, and you consent to their jurisdiction and venue. You agree that any claim arising out of or relating to these Terms or the Services must be filed within one (1) year after it arises, or it is permanently barred.