Sparkly Terms of Use

INTRODUCTION

Welcome to Sparkly! These Terms of Use ("Terms") govern your access to and use of the Sparkly platform, including our website, mobile applications, and all related features and services (collectively, the "Platform" or "Services"), operated by Sparkly, Inc., a corporation incorporated under the laws of the State of Delaware, USA ("Sparkly," "we," "us," or "our"). For users located in Nigeria, the Services are provided and administered locally by SPARKLYHQ LIMITED, a company duly incorporated in Nigeria and a wholly owned subsidiary of Sparkly, Inc.

Sparkly is a community monetization platform that empowers creators and community owners to build, manage, and grow their communities. Through the Platform, Creators can sell digital and physical products, host events, run challenges, and monetize communities on third-party platforms including Telegram, WhatsApp, Slack, and Discord.

By creating an account, accessing, or using the Platform in any capacity, you confirm that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional policies published by Sparkly. If you do not agree, you must not access or use the Platform.

1. DEFINITIONS

The following terms have the meanings set out below throughout these Terms:

• "Creator" means any individual or entity that registers on the Platform primarily to create, manage, and monetize communities, products, events, challenges, or integrations.
• "Member" or "Customer" means any individual who joins a community, purchases a product, registers for an event, participates in a challenge, or accesses Creator content through the Platform.
• "User" means any person who accesses or uses the Platform in any capacity, including Creators, Members, and visitors.
• "Platform" means the Sparkly website, mobile applications, and all related services, features, and tools.
• "Products" means digital products (e.g., e-books, online courses, templates, downloadable files) and physical products made available through the Platform by Creators.
• "Events" means online or in-person events created and hosted by Creators through the Platform.
• "Challenges" means structured, goal-oriented programs or competitions created by Creators for Members through the Platform.
• "Integrations" means third-party community platforms connected to the Platform, currently including Telegram, WhatsApp, Slack, and Discord.
• "Pro Plan" means Sparkly's premium subscription tier offering higher usage limits and additional features for Creators.
• "Content" means any text, images, videos, audio, data, or other material uploaded, shared, or transmitted through the Platform by any User.
• "KYC" means the Know Your Customer identity and business verification process.
• "Wallet" means the in-Platform balance that accumulates Creator earnings pending withdrawal.
• "Chargeback" means a reversal of a payment transaction initiated by a buyer's bank or payment provider.
• "NDPR" means the Nigeria Data Protection Regulation 2019 and the Nigeria Data Protection Act 2023.

2. ELIGIBILITY & ACCOUNT CREATION

2.1 Age Requirement

You must be at least 18 years old, or the age of majority in your jurisdiction (whichever is higher), to create an account or use the Platform. By using the Platform, you represent and warrant that you meet this requirement. The Platform is not intended for use by persons under 18 years of age.

2.2 Legal Capacity

By using the Platform, you represent and warrant that you have the full legal capacity and authority to enter into and be bound by these Terms, either on your own behalf or on behalf of the legal entity you represent. If you are acting on behalf of a company or other legal entity, you confirm that you have authority to bind that entity to these Terms.

2.3 Account Information

When creating an account, you must provide accurate, complete, and current information. You are responsible for keeping your account information up to date. Providing inaccurate, incomplete, or misleading information may result in the immediate suspension or termination of your account and forfeiture of any outstanding funds.

2.4 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials, including your username, password, and any two-factor authentication codes. You agree to:

• never share your credentials with any third party;
• notify us immediately at support@sparkly.so if you become aware or suspect any unauthorized access to your account or breach of security; and
• accept full responsibility for all activities and transactions that occur under your account, whether or not authorized by you.

2.5 One Account Per User

You may only maintain one active Creator account unless Sparkly expressly authorizes otherwise in writing.

3. KNOW YOUR CUSTOMER (KYC) & IDENTITY VERIFICATION

3.1 Verification Requirement

To access certain Platform features — including the ability to receive payouts and withdraw funds — you must successfully complete our KYC verification process. We may request, without limitation: government-issued photo identification, proof of address, Bank Verification Number (BVN) for Nigerian users, business registration documents, and any other documentation we deem reasonably necessary to fulfill our legal and regulatory obligations.

3.2 Consent to Third-Party Sharing

By submitting KYC information, you expressly consent to Sparkly sharing your identity documentation with accredited third-party identity verification agencies and databases, as well as regulatory and government authorities where required by applicable law, including anti-money laundering (AML) frameworks.

3.3 Payout Restriction

You will not be able to withdraw funds from your Wallet until your KYC verification is successfully completed and approved. Sparkly is not liable for any loss arising from your inability to withdraw funds due to incomplete or failed KYC.

3.4 Ongoing Compliance

We may request additional verification information at any time to ensure continued compliance with applicable laws and regulations. Failure to provide requested information within a reasonable timeframe may result in account suspension, restriction of features, or withholding of payouts.

3.5 Discretion & No Guarantee

Approval of your KYC application is at Sparkly's sole discretion. Successful KYC approval does not guarantee continued access to the Services; Sparkly may revoke or restrict access at any time if we determine that you no longer satisfy our requirements or if circumstances warranting such action arise.

4. THE SPARKLY PLATFORM — OVERVIEW

Sparkly enables Creators to monetize their communities through a suite of tools, including:

• Creating and selling digital products (e-books, online courses, templates, downloads) and physical products to their communities.
• Organizing, hosting, and managing ticketed or free Events.
• Designing and running structured Challenges for community engagement.
• Monetizing third-party communities through Integrations with Telegram, WhatsApp, Slack, and Discord.
• Accessing premium features, higher usage limits, and advanced tools through the Sparkly Pro Plan subscription.

Sparkly provides the Platform and facilitates Creator-Member transactions but is not itself a seller of any Creator's products, events, challenges, or community access. Transactions in respect of Creator offerings are between the Creator and the Member directly, with Sparkly acting as a platform intermediary.

5. FOR CREATORS

5.1 Creator Responsibilities

As a Creator, you bear full and sole responsibility for:

• all Content you publish on the Platform;
• all products, events, and challenges you create and offer;
• all representations, warranties, and commitments you make to Members;
• the quality, accuracy, legality, and fitness for purpose of all offerings;
• fulfilling all orders, event commitments, and challenge deliverables promptly and to the described standard; and
• all legal, regulatory, and tax obligations arising from your activities on the Platform.

5.2 Digital & Physical Products

You may create and sell digital products (including but not limited to e-books, online courses, audio files, templates, and downloadable files) and physical products through the Platform, subject to the following:

• All product descriptions must be accurate, complete, and not misleading.
• Physical products: You are solely responsible for production, inventory, packaging, shipping, and fulfillment. Sparkly bears no responsibility for physical product quality, delivery, or returns.
• You represent that all products comply with applicable laws, do not infringe any third-party intellectual property rights, and are fit for their described purpose.
• Sparkly reserves the right to remove any product listing that, in its sole determination, violates these Terms, applicable law, or Sparkly's policies.

5.3 Events

You may create and host virtual or in-person Events through the Platform. You are solely responsible for: accurate event descriptions and scheduling; timely delivery of the promised event experience; managing registrations and access; and all applicable venue, licensing, and regulatory requirements for in-person events.

5.4 Challenges

You may design and run structured Challenges for your community Members. You are solely responsible for: clearly defining challenge parameters, prizes, and rules; delivering the promised challenge experience; fair and transparent administration; and resolving any disputes arising from your Challenge.

5.5 Third-Party Community Integrations

Sparkly enables Creators to connect and monetize communities on Telegram, WhatsApp, Slack, and Discord through the Platform's Integrations feature. The following applies:

• By connecting an Integration, you agree to comply fully with the terms of service, community guidelines, developer policies, and applicable laws of the relevant Integrated Platform, in addition to these Terms.
• Sparkly does not control, operate, or guarantee the availability, functionality, security, or continuity of any Integrated Platform. Sparkly shall not be liable for any disruption, suspension, modification, or termination of your access to or use of any Integrated Platform.
• You are solely responsible for managing permissions, access controls, member admission, and content moderation within your Integrated Platform communities.
• You may not use Integrations for any purpose that violates these Terms, the terms of the Integrated Platform, or any applicable law.

5.6 Creator Representations & Warranties

By publishing any offering on the Platform, you represent and warrant that:

• You own or have the lawful right to use, sell, and license all products and Content you publish.
• Your products and Content do not infringe any third-party intellectual property, privacy, or other rights.
• Any income claims, testimonials, or results representations you make are truthful, substantiated, and not misleading.
• You will comply with all applicable laws and regulations, including consumer protection laws, data protection laws, advertising standards, and tax obligations.
• You will not engage in, promote, or facilitate any prohibited product or service as set out in Section 13.

5.7 Creator Taxes

You are solely responsible for determining, reporting, and paying all applicable taxes on your earnings generated through the Platform, including income tax, VAT, goods and services tax, and any other taxes applicable in your jurisdiction. Sparkly may be required by law to withhold, report, or remit certain taxes on your behalf and may do so without prior notice. You agree to provide Sparkly with any tax information it may reasonably request.

6. SPARKLY PRO PLAN

6.1 Pro Features

Sparkly offers a Pro Plan subscription that provides Creators with increased limits on Integrations, Products, Events, and Challenges, as well as access to additional Platform features and tools. Specific feature limits and benefits of the Pro Plan are detailed on Sparkly's pricing page at www.sparkly.so/pricing.

6.2 Billing & Auto-Renewal

The Pro Plan is billed on a recurring basis — monthly or annually — as selected at the time of subscription. Your Pro Plan will automatically renew at the end of each billing cycle unless you cancel before the renewal date. By subscribing to the Pro Plan, you authorize Sparkly to charge your chosen payment method at the applicable rate at the beginning of each billing period.

6.3 Fee Changes

Sparkly reserves the right to modify Pro Plan pricing at any time. We will provide at least 30 days' advance written notice of any price increase before it takes effect at your next billing cycle. Your continued use of the Pro Plan after the effective date of a price change constitutes your acceptance of the new price.

6.4 Cancellation

You may cancel your Pro Plan at any time through your account settings. Upon cancellation, you will retain access to Pro features until the end of your current paid billing period. After that date, your account will revert to the applicable free plan limits, and you will lose access to Pro-only features.

6.5 No Refunds

Pro Plan subscription fees are non-refundable except as expressly required by applicable mandatory law. No refund or credit will be issued for any unused portion of a billing period.

7. FOR MEMBERS / CUSTOMERS

7.1 Accessing Creator Offerings

As a Member, you may purchase products, register for Events, join Challenges, and access community content provided by Creators through the Platform, subject to payment of applicable fees and compliance with these Terms.

7.2 License to Digital Content

Subject to full payment and your compliance with these Terms, upon purchasing access to a Creator's digital content you receive a non-exclusive, non-transferable, non-sublicensable, revocable, limited personal license to access and use that content solely for your own private, personal, non-commercial purposes. This license does not permit you to copy, redistribute, resell, adapt, or publicly perform the content without the Creator's prior written consent.

7.3 Subscriptions & Auto-Renewal

If you subscribe to a Creator's community, membership, or recurring content:

• Your subscription will automatically renew at the end of each billing period until you cancel.
• You may cancel at any time through your account settings or via the link in renewal reminder emails.
• Cancellation takes effect at the end of the current paid billing period; you retain access to the subscribed content until then.
• You will not receive a prorated refund for the unused portion of your current billing period unless otherwise required by applicable law.

7.4 Loss of Access

You may lose access to purchased content or memberships if:

• your payment method fails and is not updated within the grace period;
• the Creator removes, modifies, or restricts the content or community;
• the Creator deactivates or deletes their account;
• your account is suspended or terminated for violation of these Terms; or
• your subscription is cancelled or expires.

Sparkly is not liable to you for any loss of access to Creator content arising from any of the foregoing circumstances.

7.5 Creator Relationship

Your contractual relationship in respect of Creator offerings (products, events, challenges, memberships) is directly between you and the Creator. Sparkly is the platform facilitating the transaction and is not a party to the agreement between you and the Creator.

7.6 Due Diligence

Before making any purchase, you are strongly encouraged to review the Creator's profile, credentials, product descriptions, and refund policies carefully, and to satisfy yourself as to the suitability and quality of the offering for your purposes. Sparkly does not endorse any Creator or their offerings.

8. PAYMENTS & PAYOUTS

8.1 Payment Processing

All payments on the Platform are processed through our third-party payment processing partners, currently including Stripe and Flutterwave. By making or receiving payments on the Platform, you also agree to the applicable terms and privacy policies of the relevant payment processor. Sparkly may change its payment processors from time to time.

8.2 Currency & Conversion

Payments may be made and received in various currencies as supported by the Platform. Where currency conversion is required, it will be performed at competitive market rates at the time of settlement, which may vary. Sparkly cannot guarantee a specific exchange rate and is not obligated to pay creators above the Central Bank of Nigeria (CBN) reference rate for Nigerian transactions.

8.3 Wallet & Payout Schedule

Creator earnings are credited to your Sparkly Wallet and are available for withdrawal subject to:

• successful completion and approval of your KYC verification;
• standard processing and verification periods, typically 1 to 7 business days; and
• any applicable holds or restrictions imposed under these Terms or by our payment processors.

8.4 Payout Methods

Available payout methods (e.g., bank transfer, mobile money) are displayed in your Creator dashboard and may vary by jurisdiction. Payout processing times vary by method; withdrawals are typically available within 24 hours subject to your chosen method and bank processing times.

8.5 Payout Holds & Restrictions

Sparkly reserves the right to place holds on payouts, restrict Wallet access, or withhold funds where:

• we have reasonable grounds to suspect fraudulent activity, money laundering, or a violation of these Terms;
• there is an active dispute, investigation, or chargeback proceeding involving your account;
• your refund or chargeback rate exceeds thresholds set by us or our payment processors;
• required by applicable law, regulation, or a lawful government or regulatory authority request; or
• your KYC verification is incomplete or has lapsed.

Sparkly will notify you of any hold where practicable and legally permitted to do so.

8.6 Payout Errors

In the event of a payout error, including overpayment due to technical error or erroneous transaction, Sparkly reserves the right to recover any overpaid amount by deducting it from your Wallet balance, from future earnings, or by requesting its prompt return. You agree to cooperate with any such recovery process.

8.7 No Storage of Card Data

Sparkly does not store full payment card numbers, CVV codes, or similar sensitive payment credentials on its own servers. All card transaction processing is handled directly by our PCI-DSS-compliant payment processors.

9. FEES & PRICING

9.1 Overview

Creating an account on Sparkly is free of charge. Sparkly charges fees based on usage as described below. Current fee rates are available on our pricing page at www.sparkly.so/pricing and may be updated from time to time. Continued use of the Platform after a fee change takes effect constitutes acceptance of the new fee.

9.2 Commission Fee

Sparkly charges a commission on each successful transaction processed through the Platform. The applicable commission rate depends on: your billing plan (free or Pro), the transaction currency, and whether currency conversion is involved. The commission is deducted at the time of settlement.

9.3 Payout Fee

A fee applies each time you withdraw funds from your Sparkly Wallet. The payout fee varies depending on your chosen payout method and your location and will be displayed before you confirm the withdrawal.

9.4 Pro Plan Subscription Fee

Creators on the Pro Plan are charged a recurring subscription fee as displayed and confirmed at the time of purchase and at each renewal.

9.5 Additional Fees

Sparkly may introduce additional fees for specific Platform features or services. Any such fees will be clearly disclosed in your dashboard or on the pricing page before you incur them.

9.6 Taxes

All stated fees are exclusive of applicable taxes (including VAT, sales tax, withholding tax, or similar levies), which may be added to the amount due based on your jurisdiction and applicable law.

9.7 Fee Transparency

You can view a full breakdown of fees applicable to each transaction in your Creator dashboard at any time.

10. REFUNDS & CHARGEBACKS

10.1 Creator Refund Policies

Refund and cancellation policies for Products, Events, and Challenges are set by individual Creators. Each Creator is responsible for clearly communicating their refund policy to Members before purchase. Sparkly does not process or approve refunds on behalf of Creators.

10.2 Platform Mediation

While Sparkly may, at its sole and absolute discretion, attempt to facilitate communication or mediate disputes between Creators and Members, Sparkly is under no obligation to intervene, resolve, or bear any financial liability for any such dispute. All transactions are entered into directly between Creators and Members with Sparkly acting solely as the platform intermediary.

10.3 Chargeback Obligations

In the event a Member initiates a chargeback with their bank or payment provider:

• The Creator is responsible for responding to and contesting the chargeback with all required documentation within 3 business days of our request.
• The Creator is responsible for any funds recovered by the Member through a successful chargeback, plus any associated fees levied by payment processors, which may be deducted from the Creator's Wallet or future earnings.
• Sparkly may charge an administrative chargeback handling fee, which will be disclosed on the pricing page.

10.4 Refund Rate Thresholds

To maintain Platform integrity and payment processor compliance, the following thresholds apply:

• If your refund rate exceeds 15% of transactions in any rolling 30-day period, Sparkly may hold up to 25% of your pending Wallet balance for up to 90 days to cover anticipated future refunds.
• If your refund rate exceeds 25%, your account may be subject to additional conditions, suspension, or termination at Sparkly's sole discretion.

10.5 Prohibition on Dual Claims

A Member may not pursue a refund through both Sparkly/the Creator and through their bank or payment provider simultaneously for the same transaction. Where a Member initiates a chargeback with their payment provider for a transaction already subject to a Platform refund request, the Platform refund request will be deemed withdrawn.

11. CONTENT POLICY & INTELLECTUAL PROPERTY

11.1 Ownership of Your Content

You retain all intellectual property rights in the Content you create and publish on the Platform. Sparkly does not claim ownership of your Content.

11.2 License Grant to Sparkly

By publishing Content on the Platform, you grant Sparkly a non-exclusive, worldwide, royalty-free, sublicensable, transferable license to: host, store, reproduce, cache, display, and distribute your Content; use your Content to operate and improve the Platform and its features; and promote and market your Content and the Platform (including in marketing materials and on social media). This license is limited to what is necessary to provide the Platform and its features and does not grant Sparkly the right to sell your Content independently.

11.3 Content Standards

You represent and warrant that all Content you publish:

• is owned by you or you have the lawful right to publish and license it as set out above;
• does not infringe any third-party intellectual property, privacy, publicity, or other rights;
• is not false, misleading, defamatory, or deceptive;
• complies with all applicable laws and regulations; and
• does not violate these Terms or Sparkly's Community Guidelines.

11.4 Platform Intellectual Property

The Sparkly Platform — including its software, design, user interface, trademarks, trade dress, logos, and proprietary content — is the exclusive property of Sparkly, Inc. and its licensors, protected by copyright, trademark, and other applicable laws. You may not copy, modify, distribute, reverse engineer, decompile, or create derivative works of the Platform or any part thereof without our express prior written consent.

11.5 Limited Brand License

Sparkly grants you a limited, revocable, non-exclusive, non-transferable license to use Sparkly's name and logo solely to identify your use of the Platform and to promote your Creator offerings hosted on the Platform, in accordance with any brand guidelines we may publish. You may not use Sparkly's trademarks in a way that implies endorsement, sponsorship, or affiliation beyond your use of the Platform.

11.6 Feedback

If you submit suggestions, ideas, or feedback regarding the Platform, you grant Sparkly an irrevocable, perpetual, royalty-free, worldwide right to use, incorporate, and commercialize such feedback for any purpose, without compensation or attribution to you.

12. DMCA NOTICE & COPYRIGHT INFRINGEMENT

12.1 Copyright Policy

Sparkly respects intellectual property rights and expects all Users to do the same. If you believe that any Content on the Platform infringes your copyright, please submit a written DMCA take-down notice to our designated Copyright Agent at: legal@sparkly.so | Subject line: "Copyright Infringement Claim"

12.2 Required DMCA Notice Elements

Your notification must include:

• A physical or electronic signature of the person authorized to act on behalf of the copyright owner.
• Identification of the copyrighted work claimed to be infringed (or, if multiple works, a representative list).
• Identification of the specific infringing material on the Platform, including its URL or sufficient information for us to locate it.
• Your contact information: name, postal address, telephone number, and email address.
• A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
• A statement, made under penalty of perjury under US law, that the information in your notice is accurate and that you are the copyright owner or authorized to act on their behalf.

12.3 Counter-Notification

If you believe your Content was removed or disabled as a result of a mistaken or misidentified DMCA claim, you may submit a counter-notification to legal@sparkly.so. Counter-notifications must comply with applicable DMCA requirements.

12.4 Repeat Infringers

Sparkly reserves the right to terminate the accounts of Users who are determined, in its sole discretion, to be repeat copyright infringers.

13. PROHIBITED USES & CONTENT

13.1 General Prohibited Conduct

You agree not to use the Platform to:

• violate any applicable federal, state, local, or international law or regulation;
• exploit, harm, or attempt to exploit or harm minors in any way;
• transmit unsolicited marketing messages, spam, chain letters, or promotional material without lawful consent;
• impersonate any person or entity, including Sparkly, its employees, other Users, or public figures;
• engage in or facilitate fraudulent activity, money laundering, or financial crime;
• transmit or upload viruses, malware, ransomware, spyware, trojans, or other harmful or malicious code;
• engage in data mining, scraping, web crawling, or use automated tools, bots, or scripts to access or extract data from the Platform;
• interfere with, disable, overburden, or disrupt the integrity, availability, or performance of the Platform or its servers;
• attempt to gain unauthorized access to any part of the Platform, its servers, or any connected systems or databases;
• use the Platform to build a competing product or service, or to benchmark or evaluate the Platform for competitive purposes;
• harass, abuse, intimidate, defame, or threaten other Users or third parties; or
• use the Platform in any way that Sparkly, in its sole discretion, considers inappropriate, harmful, or in violation of the spirit of these Terms.

13.2 Prohibited Products & Services

You may not use the Platform to promote, advertise, sell, or distribute:

• Dating, matchmaking, or romantic/sexual services;
• Gambling, sports betting, forecasting, or prediction services;
• Cryptocurrency, digital asset trading signals, or related investment advice;
• Internet gambling, virtual casinos, or online gaming involving real-money wagers;
• Pyramid schemes, Ponzi schemes, chain referral systems, or multi-level marketing with commission- or recruitment-based earnings;
• Forex trading signals or strategies, or any unauthorized investment advice or asset management services;
• "Get-rich-quick" schemes, unsubstantiated income opportunity claims, or high-yield investment programs;
• Adult content, sexually explicit material, or related services;
• Illicit substances, controlled drugs, narcotics, or drug paraphernalia;
• Weapons, firearms, ammunition, explosives, or dangerous materials;
• Debt settlement, debt negotiation, debt consolidation, or unauthorized credit counselling;
• Government or official services without requisite government authorization;
• Products or services that infringe third-party intellectual property rights;
• Violent extremist content, terrorism-related content, or material promoting hatred, discrimination, or violence;
• Content that exploits, sexualizes, endangers, or harms children;
• Unlicensed financial services, including unauthorized insurance, lending, or capital market products;
• Fundraising, crowdfunding, or charitable solicitation without appropriate regulatory approvals; or
• Any other product or service that Sparkly determines, in its sole discretion, to be harmful, inappropriate, illegal, or in violation of applicable payment network rules.

13.3 Enforcement

Sparkly reserves the right to remove any Content, disable any product listing, suspend, or terminate any account that violates these prohibitions, with or without prior notice. Determination of violations is at Sparkly's sole discretion. We may also report violations to relevant law enforcement or regulatory authorities.

14. THIRD-PARTY SERVICES & LINKS

The Platform may contain links to or integrations with third-party websites, applications, or services not owned or controlled by Sparkly, including the Integrated Platforms. Sparkly has no control over and assumes no responsibility for the content, availability, privacy policies, or practices of any third-party websites or services. Inclusion of a link or integration does not constitute Sparkly's endorsement of that third party.

Your use of any third-party service is subject to that service's own terms and privacy policy. Sparkly is not liable for any loss or damage arising from your use of or reliance on any third-party service.

15. DISCOUNTS, AFFILIATES & PROMOTIONAL TOOLS

Sparkly may provide discount codes, referral programs, affiliate tools, and other promotional features to Creators. Use of these tools is subject to any additional terms published for the specific program and the following:

• Promotional tools must be used honestly and in compliance with all applicable advertising and consumer protection laws.
• You may not manipulate promotional programs through multiple accounts, fraudulent referrals, or automated means.
• Sparkly reserves the right to investigate suspected abuse of any promotional program and to disqualify fraudulent participants, revoke earned rewards, and suspend accounts involved in abuse.
• Sparkly may modify, suspend, or discontinue any promotional program at any time with reasonable notice.

16. TERMINATION & SUSPENSION

16.1 Termination by You

You may terminate your account at any time by following the account deletion process in your settings. Upon termination, these Terms continue to apply to all prior activity and all obligations and liabilities arising before termination survive.

16.2 Suspension or Termination by Sparkly

Sparkly reserves the right to suspend or terminate your account and access to the Platform, with or without prior notice, for any of the following:

• material or repeated violation of these Terms or any referenced policies;
• fraudulent, harmful, deceptive, or illegal activity;
• actions that damage other Users, third parties, or Sparkly's reputation or platform integrity;
• account inactivity, negative Wallet balance, or failure to meet KYC requirements;
• chargeback or refund rates exceeding applicable thresholds; or
• as required by applicable law, regulation, or lawful authority.

16.3 Notice & Cure

Where practicable and where the violation does not involve fraud, illegal activity, or urgent harm, Sparkly will provide you with written notice of the grounds for suspension or termination and an opportunity to cure the breach within a reasonable period. The opportunity to cure is at Sparkly's sole discretion and is not available for material, repeated, or fraudulent violations.

16.4 Effect of Termination

Upon termination of your account:

• your license to access and use the Platform ceases immediately;
• all outstanding fees, commissions, and liabilities become immediately due and payable;
• Sparkly may withhold Wallet funds for a reasonable period pending review, to satisfy outstanding liabilities, or as required by law;
• Members associated with your Creator account may immediately lose access to your content and communities; and
• Sparkly is not obligated to retain or provide access to your Content after termination, unless required by law.

16.5 Survival

The following provisions survive termination of your account or these Terms: Sections 8 (Payments & Payouts), 10 (Refunds & Chargebacks), 11 (Content Policy & IP), 17 (Disclaimer of Warranties), 18 (Limitation of Liability), 19 (Indemnification), 20 (Dispute Resolution & Arbitration), and 22 (Governing Law).

17. DISCLAIMER OF WARRANTIES

THE PLATFORM AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SPARKLY, INC. AND SPARKLYHQ LIMITED EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND UNINTERRUPTED OR ERROR-FREE AVAILABILITY.

SPARKLY DOES NOT WARRANT THAT: (A) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE OF ERRORS OR VIRUSES; (B) THE RESULTS OBTAINED FROM USING THE PLATFORM WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (C) ANY DEFECTS IN THE PLATFORM WILL BE CORRECTED.

SPARKLY DOES NOT ENDORSE, VERIFY, OR GUARANTEE THE QUALITY, ACCURACY, SAFETY, LEGALITY, OR RELIABILITY OF ANY CREATOR CONTENT, PRODUCT, EVENT, CHALLENGE, OR COMMUNITY. YOUR USE OF THE PLATFORM IS ENTIRELY AT YOUR OWN RISK.

18. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SPARKLY, INC., SPARKLYHQ LIMITED, AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS (COLLECTIVELY, "SPARKLY PARTIES") SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION: LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR ANY OTHER INTANGIBLE LOSS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF THE SPARKLY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE EXTENT THAT SPARKLY'S LIABILITY CANNOT BE FULLY EXCLUDED UNDER APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE SPARKLY PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS PAID BY YOU TO SPARKLY IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100).

The limitations in this Section do not apply to liability that cannot be excluded or limited under applicable mandatory law, including liability for death or personal injury caused by negligence, or for fraudulent misrepresentation.

19. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Sparkly Parties from and against any and all third-party claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable legal fees and court costs) arising out of or related to:

• your use of or access to the Platform;
• your Content, products, events, challenges, or community activities;
• your violation of these Terms or any applicable law or regulation;
• your violation of any third-party rights, including intellectual property, privacy, or consumer rights; or
• any claims by Members, customers, or third parties arising from your activities as a Creator on the Platform.

Sparkly reserves the right to assume exclusive control of any matter subject to indemnification by you, at your expense, in which case you agree to cooperate fully with Sparkly's defense of such claims and not to settle any such claim without Sparkly's prior written consent.

20. DISPUTE RESOLUTION & ARBITRATION

20.1 Informal Resolution

Before initiating any formal legal proceeding, both parties agree to attempt in good faith to resolve any dispute informally. The party seeking to initiate a dispute must send written notice to the other party describing the nature of the dispute, the relief sought, and the initiating party's contact details. The parties will engage in good-faith discussions for a period of 30 days from receipt of the dispute notice before proceeding to formal dispute resolution. To initiate informal dispute resolution with Sparkly, email support@sparkly.so with the subject line "Dispute Notice."

20.2 Binding Arbitration

If informal resolution fails, you and Sparkly agree that — except as set out in Section 20.3 below — any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, your use of the Services, or any transaction on the Platform will be resolved by final and binding arbitration rather than in court.

20.3 Exceptions

The following disputes are not subject to binding arbitration and may be brought in a court of competent jurisdiction:

• claims that qualify for and remain in small claims court;
• enforcement actions through applicable federal, state, or local regulatory agencies;
• claims for injunctive or other equitable relief to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights; and
• matters where arbitration is prohibited by applicable mandatory law.

20.4 Arbitration Rules & Procedure

Arbitration will be conducted by the American Arbitration Association (AAA) in accordance with its Consumer Arbitration Rules, as modified by these Terms. The arbitration will take place in the State of Delaware, USA, or by remote videoconference if both parties agree. The arbitrator's award will be final, binding, and enforceable in any court of competent jurisdiction.

20.5 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND SPARKLY EACH IRREVOCABLY WAIVE THE RIGHT TO BRING CLAIMS AGAINST THE OTHER ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MULTI-PLAINTIFF BASIS. ALL CLAIMS MUST BE BROUGHT AND RESOLVED INDIVIDUALLY.

20.6 Opt-Out Right

You may opt out of the binding arbitration agreement in Section 20.2 by sending written notice to legal@sparkly.so within 30 days of first agreeing to these Terms. Your opt-out notice must include your full legal name, your account email address, and a clear statement that you wish to opt out of binding arbitration.

20.7 Nigerian Users

For users in Nigeria, disputes that cannot be resolved informally may be submitted to arbitration under the Arbitration and Mediation Act 2023 of Nigeria, or may be brought before courts of competent jurisdiction in Nigeria, at the election of the User, without prejudice to the informal resolution requirement in Section 20.1.

21. FORCE MAJEURE

Neither Sparkly nor you shall be liable for any failure or delay in the performance of obligations under these Terms (other than payment obligations) to the extent that such failure or delay is caused by circumstances beyond the reasonable control of the affected party, including but not limited to: acts of God, natural disasters, war, terrorism, civil unrest, pandemics, epidemics, government actions or sanctions, internet or telecommunications outages, power failures, or actions of third-party service providers. The affected party must promptly notify the other party of the nature and expected duration of the force majeure event and must use commercially reasonable efforts to mitigate its impact and resume performance as soon as practicable.

22. GOVERNING LAW & JURISDICTION

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict of law principles, for all Users outside Nigeria. For Users in Nigeria, these Terms are additionally subject to the laws of the Federal Republic of Nigeria — including the NDPR and the Nigeria Data Protection Act 2023 — to the extent applicable.

Any dispute not subject to arbitration under Section 20 shall be resolved exclusively in the state or federal courts located in Delaware, USA (for non-Nigerian Users) or the courts of competent jurisdiction in Nigeria (for Nigerian Users), and each party irrevocably submits to the personal jurisdiction of such courts.

23. MODIFICATIONS TO THESE TERMS

Sparkly reserves the right to modify these Terms at any time. For material changes, we will provide at least 14 days' advance notice via email to your registered address or via a prominent notice on the Platform before the changes take effect. Non-material changes (such as clarifications or corrections) may take effect immediately upon posting.

Your continued use of the Platform after the effective date of any modified Terms constitutes your acceptance of the changes. If you do not agree to the modified Terms, you must cease using the Platform before the effective date of the changes.

24. GENERAL PROVISIONS

24.1 Severability

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed from these Terms if modification is not possible, without affecting the validity or enforceability of the remaining provisions.

24.2 Waiver

Sparkly's failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be made in writing and signed by an authorized representative of Sparkly to be effective.

24.3 Entire Agreement

These Terms, together with Sparkly's Privacy Policy and any additional policies or guidelines referenced herein, constitute the entire agreement between you and Sparkly with respect to your use of the Platform and supersede all prior and contemporaneous agreements and understandings.

24.4 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without Sparkly's prior written consent. Sparkly may assign these Terms or any of its rights hereunder at any time without your consent, including in connection with a merger, acquisition, or sale of assets.

24.5 Notices

Sparkly may give you notices by email to your registered address, by posting a notice on the Platform, or by another method Sparkly deems appropriate. You may give Sparkly notices at support@sparkly.so or legal@sparkly.so, as applicable.

25. CONTACT INFORMATION

For questions, notices, or complaints regarding these Terms:

Sparkly, Inc. (Delaware, USA):

Email: support@sparkly.so | Legal: legal@sparkly.so

Website: www.sparkly.so

SPARKLYHQ LIMITED (Nigeria):

Email: support@sparkly.so