Effective Date: March 18, 2026

Terms of Service

These Terms of Service, together with any documents and policies incorporated by reference, including the Spark Scout Privacy Policy, Community Standards, Payment Terms, Copyright Policy, and any applicable campaign, escrow, subscription, or feature-specific terms, in each case as published on the Platform or otherwise made available by Spark Scout from time to time (collectively, these "Terms"), govern your access to and use of the Spark Scout website, mobile applications, software, interfaces, tools, content, functionality, and related services (collectively, the "Platform") operated by Spark Scout, LLC. ("Spark Scout," "Company," "we," "us," or "our"). By accessing or using the Platform, you agree to be bound by these Terms. For purposes of these Terms, "you" and "your" mean the individual or entity accessing or using the Platform. If you access or use the Platform on behalf of a company, agency, client, brand, creator group, or other entity, then you represent and warrant that you are authorized to bind that entity to these Terms, and "you" and "your" will include both you and that entity.

Please read these Terms carefully before using the Platform. By creating an account, accessing the Platform, clicking to accept these Terms, or otherwise using any part of the Platform, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Platform.

If you have questions regarding these Terms, you may contact us at: legal@sparkscout.com. For customer support or content reporting, you may contact us at: support@sparkscout.com.

1. Definitions

As used in these Terms, the following capitalized terms have the meanings set forth below.

"Account" means a registered account used to access and use the Platform.

"Agency" means a User that uses the Platform on behalf of one or more Brands, clients, Creator, or internal teams and may manage campaigns, submissions, Spark Decks or Link in Bio, collaborations, communications, assets, budgets, and relationships through the Platform.

"Applicable Law" means any law, statute, ordinance, rule, regulation, order, judgment, injunction, code, treaty, or other legal requirement of any governmental authority applicable to a party, the Platform, or the subject matter of these Terms.

"Brand" means a User that seeks to identify, engage, contract with, pay, or otherwise collaborate with Creators, Agencies, or other Users for marketing, promotional, content, partnership, influencer, or related business purposes.

"Campaign" means any project, collaboration, promotion, engagement, scope of work, statement of work, proposal, deliverable sequence, milestone-based arrangement, or other business engagement initiated, negotiated, managed, or tracked through the Platform.

"Community Standards" means Spark Scout's policies, standards, and rules governing acceptable conduct, content, and behavior on the Platform, as updated from time to time.

"Content" means any text, images, graphics, audio, video, files, data, metadata, comments, reviews, messages, documents, creative materials, deliverables, submissions, links, software, or other materials or information of any kind.

"Creator" means a User that offers, promotes, showcases, negotiates, provides, or delivers creative, social, marketing, promotional, production, consulting, or related services, media, or work product through the Platform.

"Escrow Services" means any payment-holding, release, disbursement, milestone, reserve, or similar services offered through or in connection with the Platform, whether provided by Spark Scout or, more typically, by one or more Payment Partners.

"Feedback" means suggestions, comments, ideas, enhancement requests, bug reports, reviews, ratings, proposals, or other feedback or submissions regarding the Platform or Spark Scout's business.

"Payment Partner" means any third-party payment processor, banking partner, money services provider, escrow provider, disbursement provider, card processor, ACH provider, wallet provider, or similar service provider used in connection with the Platform.

"Platform" means the Spark Scout website, mobile applications, software, APIs, dashboards, messaging systems, campaign tools, profile pages, content hosting tools, payment and escrow workflows, integrations, and all related products and services made available by Spark Scout.

"Spark Profile" means a User's profile, portfolio, public or semi-public page, presence, or professional hub on the Platform, including links, work samples, descriptions, bio information, collaborations, media, and related Content.

"Services" means the services, functionality, tools, and features made available through the Platform.

"Third-Party Services" means any services, software, platforms, products, APIs, websites, integrations, applications, or tools that are not owned or controlled by Spark Scout, including payment services, AI services, cloud storage services, social media platforms, calendar tools, file hosting tools, analytics providers, and communication tools.

"User" means any individual or entity that accesses, browses, downloads, installs, registers for, or uses the Platform, including Brands, Agencies, Creators, visitors, and invitees.

"User Content" means any Content that a User uploads, posts, submits, stores, sends, shares, transmits, creates, displays, links, or otherwise makes available on or through the Platform, including Spark Profile content, proposals, creative assets, deliverables, comments, messages, reviews, campaign materials, invoices, briefs, and submissions.

"Work Product" means any deliverables, content, creative materials, files, concepts, copy, designs, images, videos, campaign assets, reports, strategy materials, deliverables, output, or other work created, provided, or delivered by one User to another through or in connection with the Platform.

2. Overview Of The Platform

Spark Scout is a software platform built to connect Brands, Agencies, and Creators in one place. The Platform may allow Users to discover talent, present portfolios, structure relationships, negotiate partnerships, manage Campaigns, communicate with one another, organize creative assets, use selected Third-Party Services, and facilitate payments through integrated payment or escrow functionality.

Spark Scout provides technology, workflows, hosting, and related support tools. Spark Scout is not a talent agency, marketing agency, advertising agency, manager, representative, broker, staffing company, employment service, or fiduciary to any User unless expressly stated in a separate written agreement signed by an authorized officer of Spark Scout. Spark Scout does not create, direct, supervise, control, or guarantee any relationship between Users. Spark Scout is not a party to agreements formed between Users unless Spark Scout expressly states otherwise in a separate signed writing.

Spark Scout is a technology platform that facilitates connections, collaboration, and transactions between Users. Spark Scout is not a party to agreements between Users and does not act as an employer, agent, broker, or representative.

Spark Scout does not control, direct, or guarantee the quality, legality, timing, delivery, or performance of any services, content, or Campaigns.

Spark Scout is intended to function as a workflow, infrastructure, and coordination layer for creator marketing and related business relationships. Users acknowledge and agree that Spark Scout provides tools, systems, interfaces, and transaction support, but does not direct, control, supervise, manage, or guarantee the underlying business outcomes of any Campaign, relationship, or transaction. Each User operates as an independent business or independent professional and is solely responsible for its own decisions, conduct, representations, deliverables, business practices, and legal compliance. Any relationship formed between Users is formed at the Users' own risk and discretion.

3. Eligibility; Business Use; Compliance With Law

You must be at least 18 years old and legally capable of entering binding agreements.

The Platform is intended only for Users who are at least eighteen (18) years old and capable of forming legally binding contracts under Applicable Law. By using the Platform, you represent and warrant that you meet these eligibility requirements.

The Platform is intended for professional, commercial, and business use. You agree not to use the Platform for personal, household, or consumer purposes to the extent such use is inconsistent with the intended nature of the Services.

You further represent, warrant, and covenant that:(a) you are not located in, organized in, or ordinarily resident in a country or territory subject to embargo or comprehensive sanctions that prohibit your use of the Platform;(b) you are not identified on any list of prohibited or restricted parties maintained by the United States or any other applicable jurisdiction;(c) your use of the Platform will not violate export control, sanctions, anti-money laundering, anti-bribery, consumer protection, privacy, intellectual property, advertising, labor, or other Applicable Law; and(d) all funds used in connection with the Platform are from lawful sources and not derived from unlawful activity.

Spark Scout may suspend, limit, or terminate your access if we believe you do not satisfy the foregoing requirements.

You agree to comply with all applicable laws, including sanctions, export controls, tax obligations, and anti-money laundering laws.

Spark Scout is not an employer, joint employer, co-employer, staffing agency, labor provider, or employer of record. Nothing in these Terms creates an employment, partnership, or agency relationship. Users are solely responsible for taxes, benefits, insurance, and compliance with labor laws.

4. Account Registration; Account Types; Account Security

To access certain Services, you must register for an Account. When registering, you agree to provide accurate, current, and complete information about yourself and, where applicable, the business or entity on whose behalf you are acting. You agree to keep that information updated without unreasonable delay.

Spark Scout may allow different account roles or use cases, including accounts for Brands, Agencies, Creators, team administrators, invited collaborators, and other categories. Spark Scout may also allow multiple team members, roles, permissions, or user seats within an organizational account. Regardless of account structure, the entity or person establishing and controlling the account remains responsible for all activity occurring through that account and for all persons granted access to it.

You may not create an Account using false identity information, impersonate another person or entity, create an Account for fraudulent or misleading purposes, or otherwise misrepresent your affiliation, location, qualifications, audience, engagement metrics, business status, payment status, ownership, or authority.

You are solely responsible for safeguarding your credentials and for all activity under your Account, whether or not authorized by you. You agree to notify Spark Scout immediately if you suspect or become aware of unauthorized use of your Account or any security incident involving the Platform.

Spark Scout reserves the right to reject, suspend, place on hold, restrict, reclaim, or terminate any Account, user name, team access right, or profile at any time and for any lawful reason, including where Spark Scout believes that an Account presents security, legal, fraud, payment, content, reputational, or operational risk.

5. Identity Verification; Business Verification; Ongoing Due Diligence

Spark Scout may, directly or through Third-Party Services, require identity verification, business verification, tax documentation, beneficial ownership information, sanctions screening, payment verification, social account verification, audience verification, location verification, and other diligence measures at any time before or after you begin using the Platform.

You authorize Spark Scout and its service providers to make inquiries necessary to verify your identity, authority, location, payment information, business affiliations, audience representations, and compliance status, subject to Applicable Law and our Privacy Policy. This may include requesting government-issued identification, corporate documentation, tax forms, bank account information, beneficial owner information, selfies, video verification, or access to third-party accounts.

Spark Scout may deny or limit access to certain features until verification is completed to our satisfaction. Spark Scout may also freeze, delay, or withhold payments or disbursements, restrict profile visibility, or suspend transactions where verification is incomplete, inconsistent, unavailable, or presents elevated risk.

6. Spark Profiles; User Representations; Platform Visibility

The Platform may permit Users to create Spark Profiles that include biographies, services, portfolios, media, metrics, links, prior collaborations, campaign highlights, social account information, testimonials, reviews, tags, rates, categories, or other information.

You acknowledge and agree that your Spark Profile, including all User Content you choose to publish through it, may be visible to other Users and, depending on privacy settings and product design, may be visible to the public. You are solely responsible for the accuracy, legality, and appropriateness of all information included in your Spark Profile.

You represent and warrant that all claims you make on the Platform, including claims relating to your identity, experience, follower counts, engagement rates, audience demographics, prior work, qualifications, licensing, permissions, and legal authority, are true, not misleading, and supported by appropriate records. Spark Scout does not independently verify such claims and disclaims all responsibility for them.

Spark Scout may edit formatting, categorize, rank, suppress, feature, limit, or remove profile content in its sole discretion, including for product quality, safety, policy enforcement, or operational reasons.

7. User Content; License To Spark Scout; User Responsibility

As between you and Spark Scout, you retain ownership of your User Content, subject to the licenses granted in these Terms and any rights granted to other Users under separate agreements between those Users.

By uploading, posting, transmitting, storing, displaying, linking, sharing, or otherwise making User Content available through the Platform, you grant Spark Scout and its affiliates, contractors, hosting providers, Payment Partners, and service providers a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to host, store, reproduce, display, perform, distribute, transmit, reformat, translate, excerpt, modify for technical purposes, create derivative works solely as necessary for technical compatibility or feature functionality, and otherwise use such User Content for the purpose of operating, providing, improving, securing, supporting, promoting, and enforcing the Platform and these Terms.

The foregoing license includes the right to display your User Content within Spark Profiles, search results, recommendation tools, campaign pages, internal trust and safety workflows, support workflows, and promotional materials relating to the Platform, subject to any privacy settings or restrictions expressly offered by Spark Scout.

You represent and warrant that:(a) you own or control all rights necessary to grant the license above;(b) your User Content and Spark Scout's permitted use of it will not infringe, misappropriate, or violate any third-party rights, including intellectual property, privacy, publicity, confidentiality, contract, or proprietary rights;(c) your User Content is not false, deceptive, defamatory, obscene, unlawful, discriminatory, harassing, threatening, or otherwise objectionable;(d) your User Content complies with Applicable Law and these Terms; and(e) you have obtained all necessary consents, releases, permissions, and licenses from all persons and entities appearing in or referenced by your User Content.

Spark Scout may, but is not obligated to, monitor, review, screen, remove, disable, restrict, or preserve User Content at any time.

8. Acceptable Use; Prohibited Conduct

You agree not to use the Platform, or permit any other person to use the Platform through your Account, in any manner that violates these Terms, Applicable Law, or the rights of any person or entity.

Without limiting the generality of the foregoing, you may not, and may not assist or encourage any other person to:

use the Platform to engage in fraud, deception, money laundering, sanctions evasion, impersonation, identity theft, phishing, spam, or other unlawful conduct;

upload, post, request, create, transmit, or distribute any unlawful, infringing, defamatory, abusive, threatening, hateful, discriminatory, pornographic, sexually exploitative, violent, graphic, misleading, or invasive Content;

harass, abuse, intimidate, threaten, stalk, dox, or exploit any User or third party;

solicit or exchange off-platform payment details, contact details, or other means of circumvention in violation of Section 14 below;

misrepresent campaign performance, metrics, creator reach, audience composition, pricing, licensing rights, ownership rights, completion status, or payment status;

upload malware, spyware, ransomware, viruses, corrupted files, harmful code, or other technologically harmful materials;

scrape, copy, harvest, crawl, index, or systematically extract data from the Platform by automated means or otherwise, except as expressly permitted by Spark Scout in writing;

reverse engineer, decompile, disassemble, or attempt to derive source code, underlying ideas, algorithms, or structure of the Platform, except to the extent such restriction is prohibited by Applicable Law;

interfere with, disrupt, damage, overburden, or impair the operation, security, integrity, or performance of the Platform or the experience of other Users;

circumvent any technical restrictions, access controls, rate limits, content protections, payment controls, or moderation tools;

use the Platform to provide regulated financial services, legal services, medical advice, securities offerings, gambling services, adult services, academic cheating services, or any services prohibited by Spark Scout policy;

publish or request content that violates advertising laws, FTC endorsement guidelines, platform disclosure rules, contest or sweepstakes laws, consumer protection laws, or intellectual property laws;

use the Platform to facilitate employment relationships while falsely labeling workers as independent contractors or otherwise violating labor laws;

create multiple accounts for abusive, deceptive, banned-evasion, manipulative, competitive, or policy-circumventing purposes;

buy, sell, rent, or transfer Accounts, Spark Profiles, reviews, ratings, campaign opportunities, or platform access without Spark Scout's written consent.

Scrape or extract platform data for competitive use

Replicate or clone platform profiles externally

Use bots, automation, or mass outreach tools without permission

Spark Scout reserves the right to determine, in its sole discretion, what conduct or Content violates these Terms.

9. User Interactions; No Endorsement; User Risk

The Platform may enable Users to communicate, negotiate, submit proposals, request services, share Campaign briefs, collaborate on deliverables, upload assets, review work, send messages, and otherwise interact with one another.

Spark Scout does not endorse any User, Spark Profile, service, Campaign, proposal, message, review, rating, portfolio, or Work Product. Spark Scout does not guarantee that any User is who they claim to be, is qualified, is insured, has legal authority, will perform, will pay, or will act lawfully.

All interactions and transactions between Users are at their own risk. You are solely responsible for evaluating the suitability, legitimacy, safety, and compliance of any relationship or transaction you enter into through or in connection with the Platform.

Spark Scout does not perform background checks on all Users and does not guarantee the conduct of any User. If the Platform supports in-person meetings, local productions, events, or offline services, you acknowledge that Spark Scout is not responsible for any injury, loss, damage, or dispute arising from such offline activity.

10. Campaigns; Deals; Proposals; Workflow Tools

The Platform may allow Users to create Campaigns, briefs, scopes of work, milestones, deliverables, budgets, deadlines, approval steps, negotiation threads, or other structured workflows. These tools are provided solely for convenience and operational support.

Any agreement formed between Users, whether through proposal acceptance, payment initiation, message exchange, milestone approval, campaign confirmation, or otherwise, is solely between those Users unless Spark Scout expressly states otherwise in a separate signed agreement.

Spark Scout does not draft legal terms for Users unless explicitly stated, and Spark Scout does not act as legal counsel to any User. Users are solely responsible for determining whether to enter into any Campaign, what terms will govern it, whether licenses and releases are sufficient, and whether deliverables, disclosures, approvals, and rights allocations are appropriate.

Spark Scout may provide templates, suggested workflows, forms, or automation tools. Any such materials are provided for convenience only and do not constitute legal advice. Users remain solely responsible for the contracts they enter into and the legal sufficiency of those contracts.

11. Payments; Payment Partners; Escrow; Disbursements

The Platform may facilitate payment collection, payment authorization, escrow workflows, milestone holds, releases, refunds, credits, chargebacks, reimbursements, or disbursements through one or more Payment Partners. By using these features, you agree to any additional terms imposed by the applicable Payment Partners.

Spark Scout may facilitate payments through third-party Payment Partners. Spark Scout is not a bank, financial institution, or money transmitter.

Spark Scout does not guarantee that any funds will be received, held, released, disbursed, or available on any specific timeline or at all. Payment availability may depend on user actions, workflow completion, Payment Partner requirements, verification, fraud checks, disputes, compliance reviews, or legal obligations.

Spark Scout may place holds, freezes, rolling reserves, or indefinite restrictions on funds at its sole discretion for fraud prevention, disputes, chargebacks, compliance, or platform integrity.

The use of escrow or escrow-like mechanisms does not create any guarantee of payment or release of funds. Spark Scout is not an escrow agent, trustee, or fiduciary.

Any balance or funds displayed in your account are not bank accounts, are not FDIC insured, do not accrue interest, and do not create a fiduciary relationship.You agree that Spark Scout may:(a) collect fees, commissions, subscriptions, service charges, payment processing fees, disbursement fees, foreign exchange spreads, reserve amounts, chargeback amounts, tax amounts, and other amounts disclosed through the Platform or these Terms;(b) delay or refuse payment or disbursement where necessary for fraud prevention, legal compliance, risk review, chargeback handling, sanctions screening, identity verification, dispute review, reserve requirements, or technical reasons;(c) reverse, offset, deduct, or withhold amounts where Spark Scout reasonably believes that doing so is necessary to cover refunds, disputes, chargebacks, processing failures, platform fees, policy violations, or amounts otherwise owed to Spark Scout or its Payment Partners.

All payments made through the Platform must be made through approved payment methods and approved payment workflows. Users may not require, encourage, or accept off-platform payment for Platform-originated opportunities where such conduct violates these Terms.

Spark Scout does not guarantee the solvency, payment ability, or performance of any User or Payment Partner. Spark Scout disclaims liability for payment failures, processing delays, banking outages, failed disbursements, account freezes, sanctions-related holds, card network disputes, ACH returns, or other acts or omissions of Payment Partners or financial institutions.

12. Fees; Subscriptions; Billing; Taxes

Spark Scout may charge recurring or one-time fees for access to the Platform or certain features. Such fees may include subscription fees, seat fees, storage fees, premium profile fees, platform fees, transaction fees, campaign management fees, integration fees, service fees, processing fees, or other fees disclosed at the time of use.

If you purchase a subscription or recurring service, you authorize Spark Scout or its Payment Partners to charge your payment method on a recurring basis until you cancel in accordance with the applicable billing terms. Unless otherwise stated, subscriptions automatically renew for successive periods equal to the initial subscription term.

You are responsible for keeping your payment information current. If your payment method fails, Spark Scout may suspend or downgrade your access, retry payment, recover the balance using another payment method on file where legally permitted, or terminate the applicable Services.

Except as required by Applicable Law or expressly stated otherwise, all fees are non-refundable. Spark Scout may change fees at any time on prospective notice. Continued use of the affected Services after the effective date of a fee change constitutes acceptance of the new fees.

You are solely responsible for determining, collecting, reporting, and paying any taxes, duties, levies, or similar charges arising from your use of the Platform, your business, your transactions, or your payments, except for taxes based on Spark Scout's net income. Spark Scout may collect taxes where required by law and may remit such amounts to taxing authorities.

13. Chargebacks; Payment Reversals; Collection Rights

If you initiate a chargeback, payment dispute, ACH reversal, unauthorized transaction claim, or similar challenge in connection with a payment made through the Platform, Spark Scout may investigate the matter and may suspend your Account, reverse access to paid features, withhold disbursements, offset funds, or pursue recovery.

You agree that Spark Scout may recover amounts owed by deducting them from any balance, future payments, or disbursements otherwise payable to you, by charging any payment method on file to the extent permitted by law, by invoicing you directly, or by pursuing any other lawful means of collection.

If Spark Scout incurs losses, fees, or costs due to your breach of these Terms, your chargeback, your fraudulent conduct, your payment default, or your misuse of the Platform, you agree to reimburse Spark Scout for those amounts, including reasonable attorneys' fees and collection costs where permitted by law.

14. Non-Circumvention; Off-Platform Solicitation; Platform Protection

Users agree not to circumvent the Platform to avoid fees or conduct off-platform transactions with users they met through Spark Scout. A violation of this Section constitutes a material breach. Spark Scout may impose platform protection fees, conversion fees, liquidated damages, or other charges reflecting the value of diverted transactions. These obligations survive termination.

Because a substantial part of the value of the Platform is derived from the relationships, discovery tools, workflows, trust tools, communications infrastructure, and payment systems Spark Scout provides, you agree that, for a period of twelve (12) months following the date on which you first identify, contact, are introduced to, or otherwise engage with another User through the Platform, you will not, directly or indirectly, circumvent the Platform by soliciting, contracting with, invoicing, paying, accepting payment from, or otherwise transacting with that User outside the Platform in connection with a relationship, opportunity, or Campaign that originated through the Platform, unless Spark Scout has expressly permitted such off-platform relationship in writing.

You further agree not to solicit another User's direct contact information for the purpose of avoiding Platform rules, fees, moderation tools, or payment workflows, and not to include prohibited direct contact or off-platform payment information in profile content, listings, campaign materials, proposals, or messages where Spark Scout prohibits such content.

A violation of this Section is a material breach of these Terms and may result in account suspension or termination, cancellation of transactions, forfeiture or withholding of amounts otherwise payable to you, and liability for Spark Scout's damages, costs, and reasonable attorneys' fees. Spark Scout may also impose a reasonable platform protection fee, liquidated damages amount, or conversion fee if clearly disclosed elsewhere on the Platform or in an applicable order flow.

15. User Content Moderation; Reporting; Notices; Appeals

Spark Scout is committed to maintaining a safe, lawful, and professional environment. The Platform may include features that permit Users to report unlawful, infringing, harmful, abusive, fraudulent, or policy-violating Content or conduct. Users may submit reports through in-app reporting tools or by contacting support@sparkscout.com.

Spark Scout may investigate reported or suspected violations and may take any action it deems appropriate, including removing Content, restricting visibility, limiting features, issuing warnings, placing Accounts on hold, suspending transactions, freezing payouts, suspending or terminating Accounts, or making reports to law enforcement or regulators where appropriate.

Spark Scout is not obligated to proactively monitor all User Content or user behavior, but Spark Scout reserves the right to conduct manual or automated review for trust and safety, fraud prevention, policy enforcement, legal compliance, product integrity, or operational reasons.

Where required by law or appropriate under the circumstances, Spark Scout may provide notice regarding enforcement actions and may, in its discretion, offer a process for appeal or further review. Spark Scout's decision on any moderation or enforcement matter will be final except where Applicable Law requires otherwise.

False, abusive, or bad-faith reporting is prohibited and may result in enforcement action.

16. Copyright Policy; Trademark Policy; Repeat Infringer Policy

Spark Scout respects the intellectual property rights of others and expects Users to do the same. Spark Scout may remove or disable access to Content alleged to be infringing and may terminate the Accounts of repeat infringers in appropriate circumstances.

If you believe that Content on the Platform infringes your copyright, you may send a written notice to Spark Scout's designated copyright contact at: legal@sparkscout.com. Your notice should include sufficient detail to identify the copyrighted work, the allegedly infringing material, its location on the Platform, your contact information, a statement of good-faith belief, and a statement under penalty of perjury that the information provided is accurate and that you are authorized to act.

Spark Scout may also respond to notices relating to trademark misuse, impersonation, violation of publicity rights, or other intellectual property concerns. Spark Scout may request additional information before taking action.

Spark Scout has no obligation to adjudicate ownership disputes between Users. In disputes concerning ownership of Work Product, licensing scope, authorship, or campaign deliverables, Spark Scout may, but is not required to, place content, payments, or Accounts on hold pending resolution.

17. Ownership Of Work Product; Licenses Between Users

Except as expressly agreed in a separate written agreement between the applicable Users, Spark Scout does not determine ownership of Work Product created or delivered through the Platform. Spark Scout strongly encourages Users to clearly define ownership, licensing scope, exclusivity, usage rights, revision rights, approvals, whitelisting rights, ad usage rights, publicity rights, and derivative rights in their own agreements.

To the extent the Platform offers default order terms, campaign templates, or workflow assumptions, such defaults apply only if expressly presented and accepted and only to the extent permitted by law. In the absence of such express accepted defaults, Spark Scout makes no representation about who owns any Work Product or what license applies.

As between Spark Scout and Users, Spark Scout does not acquire ownership of Work Product merely because it is uploaded to or transmitted through the Platform, except for the limited license granted to Spark Scout under Section 7 above.

You agree that Spark Scout may preserve copies of Work Product, messages, and related materials for backup, legal compliance, fraud review, support, and dispute documentation purposes, subject to the Privacy Policy.

18. Reviews; Ratings; Testimonials; Platform Signals

The Platform may allow Users to leave ratings, reviews, testimonials, endorsements, badges, verification indicators, completion rates, response metrics, or other platform signals. These signals may influence profile visibility, rankings, recommendations, access to features, and other platform outcomes.

You agree that such signals may be based on algorithmic processing, manual review, transaction history, user submissions, compliance history, or other inputs selected by Spark Scout. Spark Scout may modify, suspend, remove, or recalculate such signals at any time.

Reviews and ratings must be honest, relevant, and based on actual Platform experiences. Users may not manipulate reviews, purchase fake engagement, submit retaliatory reviews, threaten negative reviews to obtain concessions, or engage in review extortion.

Spark Scout may remove or suppress reviews or signals that it believes violate these Terms, are fraudulent or abusive, or otherwise threaten the integrity of the Platform.

19. Confidentiality Between Users

Users may receive confidential or non-public information from other Users in connection with Campaigns, discussions, proposals, negotiations, deliverables, audiences, products, pricing, strategies, or internal operations. Unless the parties agree otherwise in writing, each User receiving such information agrees to use it only for purposes related to the applicable relationship or contemplated relationship, to protect it using reasonable care, and not to disclose it to third parties except as necessary for the applicable business purpose and subject to similar confidentiality obligations.

Confidential information does not include information that is or becomes publicly available without breach of these Terms, was already lawfully known to the receiving party without duty of confidentiality, is independently developed without use of the confidential information, or is lawfully obtained from a third party without duty of confidentiality.

Nothing in this Section prevents disclosure required by law, legal process, or regulatory request, provided that the disclosing party, to the extent legally permitted, gives reasonable notice to the other party.

Spark Scout is not responsible for policing confidentiality between Users and encourages Users to enter into separate nondisclosure agreements when appropriate.

20. Asset Storage; Collaboration Tools; Data Retention

The Platform may offer asset storage, file hosting, draft management, campaign collaboration, shared workspaces, and similar tools. These features are offered for convenience and operational support only.

You are solely responsible for maintaining your own backup copies of all User Content, Work Product, and business records. Spark Scout does not guarantee that stored files will remain available for any particular period, that any storage environment is fail-safe, or that deleted content can be recovered.

Spark Scout may impose storage limits, file size limits, retention periods, archival rules, inactivity policies, and deletion schedules at any time. Spark Scout may delete, archive, or purge data after account closure, prolonged inactivity, expiration of retention periods, legal compliance windows, or for operational reasons, subject to Applicable Law and the Privacy Policy.

21. Third-Party Services; Integrations; External Platforms

The Platform may interoperate with Third-Party Services, including social media platforms, AI tools, cloud storage tools, communication tools, payment systems, analytics tools, and scheduling systems. Your use of any Third-Party Services is subject to the terms, conditions, and privacy policies of those third parties.

Spark Scout does not control and is not responsible for Third-Party Services, including their availability, security, accuracy, legality, features, data handling, or continued compatibility with the Platform. Spark Scout may add, remove, suspend, or modify integrations at any time without liability.

If you connect third-party accounts or services to the Platform, you authorize Spark Scout to access and use data from those services as necessary to provide the requested functionality, subject to your settings, the applicable third-party permissions, and Spark Scout's Privacy Policy.

You acknowledge that Third-Party Services may experience downtime, revoke API access, change policies, remove data, or otherwise affect how the Platform functions. Spark Scout is not liable for such events.

22. AI Features; AI Integrations; AI Output Disclaimer

Spark Scout may use AI tools to provide platform functionality, recommendations, automation, and analytics. Spark Scout may use aggregated, anonymized, or de-identified data derived from Platform activity, Campaigns, and User Content to develop, train, improve, and commercialize AI systems and platform features. AI outputs are not guaranteed to be accurate, complete, or reliable.

The Platform may include AI-powered functionality or integrations with Third-Party Services that generate, summarize, classify, analyze, recommend, tag, search, draft, or otherwise process Content. Such tools may operate on User Content, profile data, campaign data, or other Platform information to provide suggested workflows or outputs.

You acknowledge and agree that AI-generated outputs may be inaccurate, incomplete, misleading, biased, offensive, infringing, or otherwise unsuitable for your purposes. AI output is provided for convenience only and does not constitute legal, financial, tax, employment, marketing, regulatory, or professional advice. You are solely responsible for reviewing, validating, editing, and approving any AI-generated output before relying on it, publishing it, sending it to third parties, or using it in business operations.

If you submit Content to AI features, you represent and warrant that you have all rights necessary to do so. Spark Scout may use prompts, instructions, metadata, usage information, and related interaction data to operate, maintain, improve, and secure AI features, subject to the Privacy Policy and any feature-specific disclosures.

Spark Scout does not warrant that AI features will be available at all times or that any AI output will be unique, non-infringing, or fit for a particular purpose.

23. Apple App Store Terms and Mobile Application Terms

If you access the Platform through a mobile application downloaded from Apple's App Store, the following additional terms apply:

You acknowledge that these Terms are between you and Spark Scout only, and not with Apple. Spark Scout, and not Apple, is solely responsible for the mobile application and the content thereof, except to the extent Apple has obligations that cannot be disclaimed under Applicable Law.

The license granted to you to use the mobile application is a limited, non-transferable license to use the application on any Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that such application may be accessed and used by other accounts associated with the purchaser via Family Sharing or volume purchasing, where applicable.

Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the application. To the maximum extent permitted by Applicable Law, Apple has no other warranty obligation whatsoever with respect to the application.

In the event of any failure of the application to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price for the application, if any, to you. To the maximum extent permitted by Applicable Law, Apple will have no other warranty obligation whatsoever with respect to the application, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to a warranty will be solely Spark Scout's responsibility to the extent not effectively disclaimed under these Terms.

You acknowledge that Spark Scout, not Apple, is responsible for addressing any claims by you or any third party relating to the mobile application or your possession or use of the mobile application, including: (a) product liability claims; (b) any claim that the mobile application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation, including in connection with the mobile application's use of the HealthKit and HomeKit frameworks, if applicable.

You acknowledge that, in the event of any third-party claim that the mobile application or your possession and use of the mobile application infringes such third party's intellectual property rights, Spark Scout, and not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by these Terms.

You represent and warrant that: (a) you are not located in a country subject to a United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country; and (b) you are not listed on any United States government list of prohibited or restricted parties.

You acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms as they relate to your use of the mobile application, and that, upon your acceptance of these Terms, Apple will have the right, and will be deemed to have accepted the right, to enforce these Terms against you as a third-party beneficiary thereof.

Spark Scout may offer mobile applications through app stores or marketplaces operated by parties other than Apple. Your use of such applications may also be subject to the terms and conditions of the applicable marketplace operator, and in the event of any conflict between those terms and these Terms, these Terms shall control solely as between you and Spark Scout unless Applicable Law requires otherwise.

BETA FEATURES; TESTING FEATURES; EARLY ACCESS SERVICES

Spark Scout may, from time to time, make available beta features, pilot programs, experimental tools, limited release functionality, or early access services ("Beta Features"). Beta Features may be identified as beta, pilot, early access, test, preview, or by a similar designation, but Spark Scout shall have no obligation to so identify any feature.

Beta Features are provided for evaluation, testing, and feedback purposes only and may be modified, limited, suspended, or terminated at any time without notice. Spark Scout makes no commitment that any Beta Feature will become generally available or that any current functionality will continue.

Without limiting any other disclaimer in these Terms, Beta Features are provided "as is," "as available," and with all faults. Spark Scout makes no representations or warranties of any kind with respect to Beta Features and expressly disclaims any warranties of availability, confidentiality, integrity, security, performance, fitness for a particular purpose, merchantability, non-infringement, interoperability, or data preservation with respect to Beta Features.

You acknowledge that Beta Features may contain bugs, errors, defects, security vulnerabilities, or other issues and may result in loss of data, corruption of content, unintended disclosures, service disruptions, or inaccurate outputs. You use Beta Features entirely at your own risk.

If you choose to use Beta Features, you may be asked to provide Feedback. Unless otherwise agreed in writing, Spark Scout may use any Feedback regarding Beta Features without restriction or compensation to you.

FEEDBACK; SUGGESTIONS; IDEAS

If you provide Spark Scout with any Feedback, whether through the Platform, support communications, surveys, testing, or otherwise, you agree that Spark Scout will own and may freely use, disclose, reproduce, license, distribute, exploit, and otherwise commercialize such Feedback without restriction, attribution, or compensation to you, to the fullest extent permitted by Applicable Law.

To the extent any rights in Feedback do not automatically vest in Spark Scout, you hereby irrevocably assign to Spark Scout all right, title, and interest in and to such Feedback. You will execute such further documents and take such further actions as Spark Scout may reasonably request to effect, perfect, or confirm the foregoing assignment.

Spark Scout is under no obligation to use any Feedback, maintain any Feedback in confidence, or respond to any Feedback.

PLATFORM AVAILABILITY; SERVICE CHANGES; MAINTENANCE

Spark Scout may modify, suspend, or discontinue features at any time.

You acknowledge that Spark Scout may evolve rapidly and that workflows, pricing, and features may change at any time. Spark Scout may change, suspend, discontinue, remove, restrict, or update any part of the Platform or Services at any time, with or without notice, including features, tools, content categories, integrations, pricing, functionality, storage availability, user interfaces, security controls, or access methods.

Spark Scout does not guarantee that the Platform or any feature thereof will be available at all times or without interruption. The Platform may be unavailable due to maintenance, upgrades, outages, third-party service failures, network issues, security incidents, capacity constraints, force majeure events, or other reasons.

Spark Scout may perform scheduled or unscheduled maintenance that temporarily interrupts access to the Platform. Spark Scout shall have no liability arising from any interruption, suspension, modification, or discontinuation of the Platform or any portion thereof.

Spark Scout may impose usage limits, rate limits, storage limits, message limits, campaign limits, or feature access restrictions at any time for operational, product, security, or business reasons.

SUSPENSION; RESTRICTION; HOLDS; ENFORCEMENT ACTIONS

Spark Scout reserves the right, in its sole discretion, to suspend, limit, place on hold, restrict, or terminate your Account or access to any portion of the Platform at any time and for any lawful reason, including where Spark Scout believes or suspects that:

(a) you have violated these Terms, the Community Standards, Payment Terms, or any other policy applicable to the Platform;(b) you have provided false, misleading, incomplete, or outdated information;(c) your Account presents fraud, payment, compliance, reputational, trust and safety, or security risks;(d) you are involved in abusive behavior, chargebacks, repeated disputes, manipulation, or circumvention activity;(e) you have used the Platform in a manner that may expose Spark Scout, other Users, or third parties to legal liability or harm;(f) Spark Scout is required to do so by Applicable Law, court order, Payment Partner requirement, regulator request, or law enforcement request; or(g) Spark Scout determines that such action is necessary to protect the Platform, its Users, or its business.

Spark Scout may take enforcement actions without prior notice where Spark Scout believes that immediate action is appropriate. Enforcement actions may include freezing or withholding funds, suppressing profile visibility, removing content, restricting messaging, cancelling transactions, disallowing new Campaigns, disabling integrations, or limiting account permissions.

Spark Scout shall have no liability to you for any suspension, restriction, or termination undertaken in good faith.

TERMINATION BY YOU; EFFECT OF TERMINATION

You may stop using the Platform at any time. To terminate your Account, you must follow the account closure or deactivation process made available through the Platform, if any, or contact Spark Scout support. Termination or deactivation of your Account does not relieve you of obligations incurred prior to termination, including payment obligations, indemnification obligations, confidentiality obligations, or obligations arising under any Campaign or transaction entered into through the Platform.

Upon termination of your Account, your right to access and use the Platform will cease immediately, except as otherwise expressly permitted by Spark Scout. Spark Scout may, but is not obligated to, delete or deactivate your Account, User Content, stored assets, or other data associated with your Account in accordance with its retention policies and Privacy Policy.

Termination of your Account does not automatically terminate or rescind any agreements between you and other Users. You remain solely responsible for satisfying any outstanding commitments, payments, licensing obligations, or other contractual duties owed to other Users.

DISCLAIMERS OF WARRANTIES

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE."

Spark Scout DISCLAIMS ALL WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Spark Scout DOES NOT GUARANTEE THE RESULTS OR PERFORMANCE OF ANY CAMPAIGN, INCLUDING IMPRESSIONS, REACH, ENGAGEMENT, CONVERSIONS, SALES, OR RETURN ON INVESTMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, SERVICES, CONTENT, USER CONTENT, WORK PRODUCT, THIRD-PARTY SERVICES, PAYMENT SERVICES, ESCROW SERVICES, AI FEATURES, RECOMMENDATION TOOLS, SEARCH TOOLS, STORAGE TOOLS, MESSAGING TOOLS, CAMPAIGN TOOLS, AND ALL OTHER FEATURES, MATERIALS, AND FUNCTIONALITY MADE AVAILABLE BY Spark Scout ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS.

Spark Scout, ITS AFFILIATES, LICENSORS, CONTRACTORS, PAYMENT PARTNERS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, SYSTEM INTEGRATION, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, RELIABILITY, SATISFACTORY QUALITY, OR THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR FREE FROM HARMFUL COMPONENTS.

WITHOUT LIMITING THE FOREGOING, Spark Scout DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR:(a) THE IDENTITY, LEGITIMACY, CONDUCT, QUALIFICATIONS, INSURANCE, LEGAL AUTHORITY, OR PERFORMANCE OF ANY USER;(b) THE QUALITY, LEGALITY, ORIGINALITY, SAFETY, OR TIMELINESS OF ANY CAMPAIGN, SERVICE, COLLABORATION, OR WORK PRODUCT;(c) THE AVAILABILITY, LEGALITY, SECURITY, PERFORMANCE, OR COMPATIBILITY OF ANY THIRD-PARTY SERVICE OR PAYMENT PARTNER;(d) THE ACCURACY OR RELIABILITY OF ANY PROFILE INFORMATION, AUDIENCE METRICS, RATINGS, REVIEWS, RECOMMENDATIONS, OR AI OUTPUTS; OR(e) THE OUTCOME OF ANY DISPUTE, TRANSACTION, COLLABORATION, OR RELATIONSHIP ARISING THROUGH OR IN CONNECTION WITH THE PLATFORM.

NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED FROM Spark Scout OR THROUGH THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO SOME OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Spark Scout, ITS AFFILIATES, LICENSORS, CONTRACTORS, PAYMENT PARTNERS, OR SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE PLATFORM, THE SERVICES, THESE TERMS, OR YOUR USE OF OR INABILITY TO USE THE PLATFORM, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF Spark Scout HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Spark Scout'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) ONE THOUSAND U.S. DOLLARS (US $1,000); OR (B) THE TOTAL AMOUNT OF FEES PAID BY YOU DIRECTLY TO Spark Scout IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND REGARDLESS OF WHETHER A CLAIM IS BROUGHT IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

NOTWITHSTANDING THE FOREGOING, NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

RELEASE

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY RELEASE AND FOREVER DISCHARGE Spark Scout, ITS AFFILIATES, PAYMENT PARTNERS, SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES OF EVERY KIND AND NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE YOU HAVE OR MAY HAVE WITH ANY OTHER USER OR THIRD PARTY IN CONNECTION WITH THE PLATFORM, INCLUDING DISPUTES RELATING TO PAYMENTS, DELIVERABLES, INTELLECTUAL PROPERTY, MISREPRESENTATIONS, CONFIDENTIALITY, NON-PERFORMANCE, HARASSMENT, OR ANY OFFLINE CONDUCT.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: "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 ARE A RESIDENT OF ANOTHER JURISDICTION, YOU WAIVE ANY COMPARABLE STATUTE, DOCTRINE, OR PRINCIPLE OF LAW TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Spark Scout, its affiliates, licensors, Payment Partners, service providers, and their respective officers, directors, members, shareholders, employees, contractors, agents, and representatives (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, proceedings, investigations, liabilities, damages, judgments, settlements, losses, costs, and expenses, including reasonable attorneys' fees and costs, arising out of or relating to:

(a) your access to or use of the Platform;(b) your User Content, Work Product, Feedback, Campaigns, transactions, or interactions with other Users;(c) your breach or alleged breach of these Terms or any policy incorporated into these Terms;(d) your violation of any Applicable Law or the rights of any third party, including intellectual property, privacy, publicity, confidentiality, contract, employment, or consumer protection rights;(e) any dispute between you and another User;(f) your fraud, negligence, willful misconduct, chargeback activity, or misrepresentation; or(g) your use of any Third-Party Services, Payment Services, or AI tools through or in connection with the Platform.

Spark Scout reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate fully with Spark Scout in asserting any available defenses.

DISPUTES BETWEEN USERS

Spark Scout is not a court, arbitrator, or mediator. Spark Scout does not resolve disputes between Users and is not responsible for outcomes. Any actions taken by Spark Scout are for internal platform purposes only and do not constitute legal determinations.

Spark Scout is not obligated to resolve disputes between Users, but Spark Scout may, in its sole discretion, attempt to facilitate communication, request supporting materials, freeze funds, place transactions on hold, request a written resolution, or take other actions it deems appropriate in connection with a dispute between Users.

If Spark Scout provides any dispute assistance, such assistance is provided voluntarily and does not create any duty, fiduciary obligation, or liability. Spark Scout may make platform-level determinations for internal operational purposes, such as whether to release funds, place a hold, remove content, or suspend access, but such determinations are not legal judgments and do not adjudicate the underlying legal rights of the parties.

You agree to cooperate in good faith with any reasonable requests made by Spark Scout in connection with a dispute, fraud investigation, chargeback response, or policy review, including by timely providing records, communications, drafts, approvals, deliverables, screenshots, campaign requirements, and other relevant materials.

INFORMAL DISPUTE RESOLUTION WITH Spark Scout

Before initiating any legal proceeding against Spark Scout, you agree to first provide Spark Scout with written notice of the dispute and a reasonable opportunity to resolve the matter informally. Such notice must be sent to legal@sparkscout.com and must include your name, account email, the nature of the dispute, the factual basis of your claim, and the relief sought.

You and Spark Scout agree to attempt in good faith to resolve any dispute informally for at least thirty (30) days after receipt of the notice before filing any arbitration demand or court action, except that either party may seek interim injunctive relief where necessary to prevent immediate and irreparable harm.

GOVERNING LAW; VENUE; JURISDICTION

These Terms, the Platform, and any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or the relationship between you and Spark Scout shall be governed by and construed in accordance with the laws of the State of Florida, without regard to any conflict of law principles that would result in the application of the laws of another jurisdiction.

To the extent any dispute is not subject to arbitration as set forth below, or where arbitration is not enforceable, you and Spark Scout agree that the exclusive venue for any such action shall be the state courts located in Brevard County, Florida, or, if federal jurisdiction exists, the United States District Court serving Brevard County, Florida. You and Spark Scout irrevocably submit to the personal jurisdiction of such courts and waive any objection based on improper venue, forum non conveniens, or lack of personal jurisdiction.

ARBITRATION AGREEMENT; CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

To the fullest extent permitted by Applicable Law, you and Spark Scout agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, the Services, your relationship with Spark Scout, or any aspect of your use of the Platform, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, shall be resolved by final and binding arbitration on an individual basis, except as otherwise expressly provided below.

This arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, to the extent applicable. The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with its applicable rules then in effect, except as modified by these Terms. The arbitration shall be conducted in English by a single arbitrator.

The seat and venue of the arbitration shall be Brevard County, Florida, unless the parties mutually agree otherwise or the applicable AAA rules require a different location. Hearings may be conducted by video conference, telephone, submission of documents, or in person as determined by the arbitrator consistent with the applicable rules.

You and Spark Scout agree that arbitration shall proceed solely on an individual basis. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND Spark Scout WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, MASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR REPRESENTATIVE PROCEEDING, WHETHER IN COURT OR IN ARBITRATION. The arbitrator shall have no authority to hear or arbitrate any class, collective, representative, or mass claim, or to consolidate the claims of multiple parties, except to the extent required by Applicable Law and not waivable.

Notwithstanding the foregoing, either party may bring an individual action in small claims court, if the action qualifies and remains on an individual basis. In addition, either party may seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to protect intellectual property, confidential information, or platform security pending completion of arbitration.

If any portion of this arbitration agreement or class action waiver is found unenforceable as to a particular claim or remedy, then that claim or remedy shall proceed in a court of competent jurisdiction in Brevard County, Florida, and the remainder of this arbitration agreement shall remain in full force and effect to the fullest extent permitted by law.

TIME LIMIT TO BRING CLAIMS

To the fullest extent permitted by Applicable Law, any claim or cause of action arising out of or relating to the Platform or these Terms must be filed within one (1) year after the claim or cause of action arose, or it shall be permanently barred. This limitation does not apply to claims for which a shorter period is prohibited or a longer period is required by Applicable Law.

ELECTRONIC COMMUNICATIONS; E-SIGN CONSENT

By using the Platform, you consent to receiving communications from Spark Scout electronically, including by email, in-app messages, SMS where enabled, platform notifications, or postings within the Platform. These communications may include legal notices, disclosures, transactional information, support responses, security alerts, and updates to the Terms or other policies.

You agree that all agreements, notices, disclosures, and other communications that Spark Scout provides to you electronically satisfy any legal requirement that such communications be in writing.

Where the Platform supports electronic acceptance, click-through consent, or electronic execution of documents, you agree that such electronic acts are intended to authenticate the relevant document and have the same legal force and effect as a handwritten signature, to the fullest extent permitted by Applicable Law.

RECORDS; AUDIT COOPERATION; BUSINESS DOCUMENTATION

You are solely responsible for creating, maintaining, storing, and backing up records relating to your use of the Platform, your Campaigns, your Work Product, your payments, your taxes, your legal compliance obligations, and your relationships with other Users.

Spark Scout may maintain records relating to your use of the Platform for legal compliance, support, fraud prevention, moderation, operational integrity, and business purposes. You agree to cooperate with Spark Scout in connection with reasonable compliance requests, audits, investigations, chargeback inquiries, sanctions reviews, tax reporting matters, and fraud prevention reviews, including by providing timely and accurate documentation when reasonably requested.

EXPORT CONTROLS; SANCTIONS; RESTRICTED USE

You may not access or use the Platform in violation of U.S. export control laws, sanctions laws, or other Applicable Law. Without limiting Section 3 above, you agree not to use the Platform to provide goods or services to, for the benefit of, or on behalf of any person or entity subject to sanctions or located in a restricted jurisdiction, or in connection with any prohibited end use.

You further agree not to upload, transmit, or disclose through the Platform any technical data, software, encryption items, or other controlled materials in violation of export laws or regulations.

PUBLICITY; MARKETING REFERENCES

Spark Scout may reference users for marketing purposes. Spark Scout may also use aggregated, anonymized, or non-identifiable data relating to campaigns and platform usage for analytics, benchmarking, and promotional purposes.

Unless you opt out in writing or unless prohibited by a separate written agreement with Spark Scout, you agree that Spark Scout may identify you by name, trade name, company name, logo, or Spark Profile as a user of the Platform in Spark Scout's customer lists, pitch materials, website materials, case studies, sales materials, or other marketing materials, provided that Spark Scout does not publicly disclose non-public confidential information in doing so.

Spark Scout may also use aggregated, anonymized, or de-identified information concerning Platform usage, campaign volume, industry trends, performance insights, or similar metrics for benchmarking, analytics, promotional, or business purposes, provided that such use does not identify you personally except as otherwise permitted by these Terms or the Privacy Policy.

FORCE MAJEURE

Spark Scout shall not be liable for any delay, failure in performance, or interruption of the Platform resulting from causes beyond its reasonable control, including acts of God, flood, fire, earthquake, pandemic, epidemic, war, terrorism, civil unrest, embargo, labor dispute, utility failure, internet outage, telecommunications failure, cyberattack, denial of service attack, data center failure, government action, legal or regulatory changes, or failures of Third-Party Services or Payment Partners.

ASSIGNMENT

You may not assign, delegate, transfer, sublicense, or otherwise dispose of any rights or obligations under these Terms without Spark Scout's prior written consent. Any attempted assignment in violation of this Section shall be null and void.

Spark Scout may assign, delegate, transfer, or otherwise dispose of these Terms, or any of its rights or obligations hereunder, in whole or in part, without restriction, including in connection with a merger, acquisition, financing, reorganization, sale of assets, corporate restructuring, or by operation of law.

SEVERABILITY; WAIVER; INTERPRETATION

If any provision of these Terms is found to be unlawful, void, or unenforceable, then that provision shall be deemed severed or limited to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

No waiver by Spark Scout of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Spark Scout to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

Headings and section titles are provided for convenience only and do not affect interpretation. The words "including," "include," and similar terms shall be deemed to mean "including without limitation."

ENTIRE AGREEMENT

These Terms constitute the entire agreement.

Any referenced policies published after acceptance become effective upon posting, and continued use constitutes acceptance.

These Terms, together with any documents and policies incorporated by reference, constitute the entire agreement between you and Spark Scout regarding the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and communications, whether written or oral, relating to such subject matter.

No oral or written statement by any Spark Scout employee, representative, contractor, reseller, support agent, or other person shall modify these Terms unless expressly incorporated into a written agreement signed by an authorized officer of Spark Scout.

SURVIVAL

Any provisions of these Terms that by their nature should survive suspension, restriction, expiration, or termination of your Account or these Terms shall survive, including Sections relating to ownership, licenses, payments, fees, chargebacks, non-circumvention, moderation, intellectual property, confidentiality, disclaimers, limitations of liability, release, indemnification, disputes, arbitration, governing law, venue, and general provisions.

CONTACT INFORMATION; LEGAL NOTICES; DMCA CONTACT

For legal notices relating to these Terms, including notices of dispute, copyright notices, subpoenas, or other formal notices, you may contact Spark Scout at:

Spark Scout, LLC.
info@sparkscout.com
For customer support, content moderation reports, trust and safety reports, and general assistance, you may contact:
Support: support@sparkscout.com
For copyright notices and intellectual property complaints, you may contact:
Copyright Agent / DMCA Contact:legal@sparkscout.com