Terms of Service

These Terms of Service ("Terms") are a binding agreement between you and Sparqlist Inc governing your access to and use of the Sparqlist mobile app, our website at www.sparqlist.com, and all related services (together, the "Services"). Please read them carefully.

By creating an account, or by accessing or using the Services, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Services.

1Eligibility

You must be at least 18 years old to use the Services and able to form a binding contract. By using the Services you represent that you meet these requirements and that the information you provide is accurate. If you use the Services on behalf of a business (for example, as a Vendor), you represent that you are authorized to bind that business, and "you" includes that business.

2The Services and user roles

Sparqlist is a local-discovery marketplace. You may participate in one or more roles:

• Consumers discover local deals, happy hours, events, and venues, redeem offers, and earn rewards.
• Creators collaborate with Vendors and may earn from attributed referrals and paid collaborations.
• Vendors list offers, run collaborations and promotions, and pay for the features they use.

Sparqlist provides the technology platform that connects these users. We are not a party to the transactions or dealings between Consumers, Creators, and Vendors. Except where we expressly say otherwise, we do not act as a payment processor, escrow agent, broker, employer, joint employer, agent, or partner of any user; we do not take title to any goods or services offered on the Services; and we do not guarantee the quality, safety, legality, suitability, or availability of any offer, venue, event, collaboration, product, or service listed by or arranged between users. Any contract for the sale or provision of goods or services is solely between the users involved. Sparqlist facilitates payments through a third-party payment processor for convenience only, and that facilitation does not make us a party to, or responsible for, the underlying transaction.

3Accounts and security

You must provide accurate information, verify your phone number, and keep your credentials confidential. You are responsible for all activity under your account. Notify us promptly at support@sparqlist.com of any unauthorized use. We may refuse, suspend, or terminate accounts as described in Section 25. One person may not maintain duplicate accounts to abuse referrals, rewards, or promotions.

4Consumer terms

Offers, deals, happy hours, and events are provided by Vendors and are subject to their stated terms, availability, and any applicable time or quantity limits. Redemptions may require checking in at a location and are subject to fraud controls. Rewards, loyalty tiers, and referral benefits have no cash value except as expressly stated, may change or expire, and may be withdrawn for abuse (see Section 11). Using the Services does not guarantee entry, seating, service, or availability at any venue or event. The discount or reward value associated with any offer or reward is provided and honored by the Vendor at its point of sale — Sparqlist does not fund, guarantee, or process the underlying discount or reward value, and is not a party to your transaction with the Vendor.

5Creator terms

• Creators may join and use core features for free. When you accept a paid collaboration through the Services, Sparqlist charges a 10% platform fee on the paid amount; you keep the remainder, subject to payout terms.
• You are an independent party, not an employee, agent, or partner of Sparqlist. You are solely responsible for your content, your dealings with Vendors, and your taxes. Sparqlist is not your employer and does not direct or control the manner or means of your work.
• You must follow all applicable advertising and disclosure laws, including the U.S. FTC endorsement guidelines — clearly disclose material connections and sponsored content.
• You must actually deliver what a collaboration requires (for example, proof-of-post). Misrepresenting reach, engagement, or deliverables is grounds for withheld payment and removal. Repeated late cancellations or no-shows may result in warnings and, ultimately, removal of your account as described in-app.

6Vendor terms and pricing

Vendors are responsible for the accuracy and legality of their listings, offers, hours, and for honoring redemptions and rewards. Vendor pricing is usage-based — you pay for what you use, plus any optional add-ons you choose:

Paid-ticket events additionally carry a 10% platform fee on ticket sales, in addition to the flat $1.50 per guest checked in (even for free events, since each attendee is real acquisition). You are never charged more for a creator-attributed or consumer-attributed customer than for an organic one; any creator or consumer share is paid out of the platform's own portion of the fee. Sparq gift-card redemptions at your venue are exempt from the per-customer fee.

Fees may be charged as pre-purchased credits/top-ups or per transaction and are billed through our payment processor or, for subscription add-ons, through the Apple App Store or Google Play. Prices are exclusive of taxes unless stated. We may change prices prospectively on notice; changes do not affect amounts already incurred. The subscription add-ons above are auto-renewing subscriptions governed by Section 8.

7Payments, payouts, and taxes

Payments, credits, ticket sales, and payouts are processed by our third-party payment processor (Stripe) and, for in-app subscription add-ons, by the Apple App Store or Google Play (via RevenueCat). Sparqlist is not a bank, money transmitter, or payment processor. By transacting, you agree to the processor's and store's terms, and you authorize us and the processor to charge your selected payment method for amounts you owe. Payouts to Creators and Vendors are subject to identity and payout-account verification and any holds required for fraud prevention or law. You are responsible for all taxes on your earnings and transactions, and we may collect tax information and issue earnings records (e.g., IRS Form 1099) where required.

8Auto-renewing subscriptions

Certain optional Vendor add-ons — Featured placement, the Analytics add-on, and the Analytics + Featured bundle — are offered as auto-renewing monthly subscriptions. The following disclosures apply, consistent with the California Automatic Renewal Law and comparable consumer-protection laws:

• Automatic renewal. Each subscription automatically renews for successive one-month periods and continues until you cancel. Unless you cancel, you authorize recurring charges to your payment method for each renewal period.
• Recurring charge. The subscription price (currently $59.99/month for Featured, $59.99/month for Analytics, or $99.99/month for the bundle), plus any applicable taxes, is charged at the start of each period through the Apple App Store, Google Play, or our payment processor, as applicable.
• Price and renewal disclosed before purchase. The price, billing frequency, and the fact that the subscription auto-renews are presented to you in the app before you complete the purchase, and you must affirmatively agree before you are charged.
• How to cancel. You may cancel at any time. For subscriptions billed through the Apple App Store or Google Play, manage or cancel in your device's App Store / Play subscription settings; cancellation takes effect at the end of the current billing period, and app-store terms govern any refund. For subscriptions billed directly by us, cancel in the app or by emailing support@sparqlist.com. Deleting the app alone does not cancel a store subscription.
• No partial-period refunds except as required by law or by the applicable app-store policy; you retain access to the paid feature through the end of the paid period.
• Store terms also apply. Subscriptions purchased through the Apple App Store or Google Play are additionally subject to those stores' terms, which govern billing, renewal, and cancellation for store-billed subscriptions.

9Refunds

Except where required by applicable law or expressly stated, all fees, credits, ticket purchases, and platform charges are non-refundable. Vendor-set event or ticket refund terms, and Apple/Google refund policies for store purchases, apply to those transactions. We may, at our sole discretion, issue a credit or refund in individual cases; doing so does not obligate us to do so again.

10Payment disputes and chargebacks

If you believe you have been charged in error, contact us first at support@sparqlist.com so we can investigate and resolve the issue — most concerns are resolved quickly this way. You agree to work with us in good faith before initiating a chargeback, payment dispute, or reversal with your bank, card issuer, or app store. Initiating a chargeback for a charge that is valid under these Terms (for example, a redemption fee, booking fee, non-refundable charge, or a subscription you failed to cancel) is a breach of these Terms. In the event of an invalid or fraudulent chargeback, we may, to the extent permitted by law: suspend or terminate your account and pending payouts; recover the disputed amount, together with any chargeback, reversal, or bank fees we incur and reasonable costs of collection; and offset those amounts against your credit balance, earnings, or payouts. Nothing in this Section limits any right you have under applicable law or the rules of your card network.

11Referrals, rewards, and promotions

The Services include promotional features such as referral cash and credits, loyalty stamps and tiers, mystery bonuses and prizes, milestone rewards, gift cards, and leaderboards (collectively, "Promotions"). Promotions are provided at our discretion as features of the marketplace and are subject to the following:

• No cash value except as stated. Rewards, credits, points, tiers, and other Promotion benefits have no independent monetary value and are not redeemable for cash except where we expressly say so (for example, referral cash payable in the amounts described in-app, or gift-card values as stated).
• Non-transferable. Except where expressly permitted (for example, sending a Sparq gift card), Promotion benefits are personal to you, non-transferable, and may not be sold, bartered, or combined except as we allow.
• Modifiable and revocable. We may change, suspend, limit, expire, or discontinue any Promotion, and may adjust thresholds, rates, and benefits, at any time to keep the marketplace fair and sustainable. We may withhold, reverse, or forfeit benefits obtained through error, fraud, or abuse.
• Anti-abuse. Self-referral, referring or redeeming through fake, duplicate, or automated accounts, manufacturing fake redemptions or check-ins, manipulating attribution, and similar conduct forfeits all associated benefits and may result in account termination and reversal of amounts paid.
• Sweepstakes / prizes. Where a Promotion involves an element of chance or a prize (for example, a mystery reward draw), no purchase is necessary, and the Promotion is void where prohibited. Any official rules we publish for a specific Promotion control over this Section for that Promotion, and eligibility may be restricted by law.

12Your content and license

You retain ownership of the content you submit ("User Content"). You grant Sparqlist a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, modify (for formatting), display, and distribute your User Content solely to operate, promote, and improve the Services. You represent that you have the rights to your User Content and that it does not violate any law or third-party right. Vendors and Creators additionally grant the rights needed to display their listings, offers, and collaboration content to relevant users. This license survives termination of your account with respect to User Content you have already published, shared, or that has been distributed to or embedded with other users (for example, collaboration content shared with a Vendor, or a review already displayed), and with respect to reasonable backup and legal-retention copies — consistent with the survival provisions in Section 25.

13Feedback

If you send us feedback, suggestions, ideas, or proposed improvements about the Services ("Feedback"), you grant Sparqlist a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, and exploit that Feedback for any purpose, without any obligation, attribution, or compensation to you. Feedback is not confidential, and you represent you have the right to provide it.

14Acceptable use and zero tolerance for objectionable content

We have zero tolerance for objectionable content and abusive behavior. You agree not to post content or engage in conduct that is unlawful, hateful, harassing, threatening, defamatory, obscene, sexually explicit, violent, or that infringes others' rights or endangers anyone. You also agree not to:

• Impersonate others, create fake accounts, or manipulate referrals, reviews, rewards, or engagement;
• Post spam, scams, malware, or misleading offers;
• Scrape, reverse-engineer, overload, or interfere with the Services or their security;
• Use the Services for any illegal activity or to violate any third party's rights;
• Circumvent fees, fraud controls, or access restrictions.

By using the Services you agree there is no tolerance for objectionable content or abusive users, and that we may remove content and remove or ban users who violate this section.

15Moderation, reporting, and enforcement

We provide tools to report content or accounts and to block other users. We use automated systems (including third-party AI) and human review to moderate content, and we may remove content or suspend/terminate accounts that violate these Terms, with or without notice. We aim to act on reports of objectionable content promptly. You may appeal an enforcement decision by contacting support@sparqlist.com. How we handle data in moderation is described in our Privacy Policy.

16Intellectual property

The Services, including our software, design, trademarks, and content we provide, are owned by Sparqlist or our licensors and are protected by law. We grant you a limited, revocable, non-exclusive, non-transferable license to use the Services for their intended purpose, subject to these Terms. You may not use our name, logo, or brand without our prior written permission.

17Copyright and DMCA notice-and-takedown

Sparqlist respects the intellectual-property rights of others and complies with the U.S. Digital Millennium Copyright Act ("DMCA"). If you believe content on the Services infringes your copyright, you may send a written notice to our designated agent.

17.1 Designated agent

Copyright Agent, SPARQLIST INC
12 E 49th Street, Suite 1904, New York, NY 10017
Email: support@sparqlist.com (subject line: "DMCA Notice")

17.2 What your notice must include

To be effective under 17 U.S.C. § 512(c)(3), your notice must include substantially the following:

• A physical or electronic signature of the copyright owner or a person authorized to act on the owner's behalf;
• Identification of the copyrighted work claimed to have been infringed (or a representative list, if multiple works);
• Identification of the material claimed to be infringing and information reasonably sufficient to let us locate it (for example, the in-app URL, screen, or account and a description);
• Your contact information — name, mailing address, telephone number, and email;
• 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, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf.

Under 17 U.S.C. § 512(f), you may be liable for damages, including costs and attorneys' fees, if you knowingly materially misrepresent that material is infringing.

17.3 Counter-notice

If your content was removed or disabled and you believe this was a mistake or misidentification, you may send a counter-notice to the agent above that includes: your physical or electronic signature; identification of the material removed and its former location; a statement under penalty of perjury that you have a good-faith belief the material was removed as a result of mistake or misidentification; your name, address, and telephone number; and a statement that you consent to the jurisdiction of the federal district court for your address (or, if outside the U.S., for the Southern District of New York) and that you will accept service of process from the person who filed the original notice or that person's agent. If we receive a valid counter-notice, we may restore the material in 10–14 business days unless the original complainant notifies us that it has filed a court action seeking to restrain the allegedly infringing activity.

17.4 Repeat-infringer policy

In appropriate circumstances and at our discretion, we will disable or terminate the accounts of users who are repeat infringers of copyright or other intellectual-property rights.

18Electronic communications and SMS/text consent

By creating an account and using the Services, you consent to receive communications from us electronically — including in-app messages and notifications, email, and text messages (SMS) — and you agree that electronic communications satisfy any legal requirement that a communication be in writing.

• Transactional messages and OTP. We send one-time passcodes (OTP) by SMS to verify your phone number, and we send transactional messages about your account, redemptions, bookings, payouts, and rewards. These are necessary to operate the Services and to secure your account.
• Consent to autodialed / automated texts (TCPA). By providing your mobile number, you consent to receive text messages sent using an automatic telephone dialing system or automated technology at that number for the purposes above. Consent to marketing texts is not a condition of purchasing or using the Services.
• Rates and frequency. Message and data rates may apply, and message frequency varies. Your wireless carrier is not liable for delayed or undelivered messages.
• Opt out and help. Reply STOP to any non-essential message to opt out, or HELP for help. Opting out of non-essential texts will not stop transactional messages, such as security codes, that are necessary to provide the Services.
• Email. You may unsubscribe from non-essential marketing emails using the unsubscribe link; transactional emails may still be sent.

19Third-party services

The Services rely on and may link to third-party services (for example, Stripe for payments, mapping providers, and app stores). Your use of those services is governed by their terms and privacy policies. We are not responsible for third-party services or for Vendor offers, venues, or events.

20Apple and Google app-store terms

If you download the app from the Apple App Store, the following also apply and Apple's standard Licensed Application terms are incorporated by reference:

• These Terms are between you and Sparqlist only, not with Apple. Apple is not responsible for the app or its content.
• Apple has no obligation to provide maintenance or support for the app.
• To the extent required, Apple is responsible only for statutory warranty refunds where applicable; otherwise the app is provided "as is" as described below.
• Apple is not responsible for addressing any claims relating to the app, including product-liability, legal/regulatory, or intellectual-property claims.
• You represent you are not located in a U.S.-embargoed country or on a U.S. prohibited-parties list.
• Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you.

If you download the app from Google Play, Google's applicable terms also apply to that distribution.

21Disclaimers

The services and all content are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the services will be uninterrupted, secure, or error-free, or that any offer, venue, event, or collaboration will meet your expectations.

22Limitation of liability

To the maximum extent permitted by law, Sparqlist and its officers, employees, and suppliers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, data, goodwill, or other intangible losses, arising from or related to your use of the services. Our total aggregate liability for any and all claims relating to the services will not exceed the greater of (a) the amounts you paid us in the 12 months before the claim, or (b) US $100.

The US $100 floor is an agreed and intentional allocation of risk that reflects the pricing and nature of the Services, and it applies together with the exclusions above to the maximum extent permitted by applicable law. Some jurisdictions do not allow certain limitations or the exclusion of certain damages, so some of the above may not apply to you; in that case, our liability is limited to the smallest amount permitted by law.

23Indemnification

You agree to indemnify and hold harmless Sparqlist and its personnel from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising from your User Content, your use of the Services, your violation of these Terms or any law, or your dealings with other users, Vendors, or Creators.

24Export controls and sanctions

You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist-supporting" country, and that you are not listed on any U.S. government list of prohibited or restricted parties (including the U.S. Treasury Department's Specially Designated Nationals list or the U.S. Commerce Department's Denied Persons or Entity lists). You agree not to access or use the Services in violation of any U.S. export-control or economic-sanctions law or regulation, and not to export, re-export, or transfer the Services to any prohibited destination, entity, or person.

25Termination

You may stop using the Services and delete your account at any time from within the app. Account deletion is handled as described in our Privacy Policy — we irreversibly anonymize your personal information in place and retain only de-identified records where legally required. We may suspend or terminate your access, with or without notice, if you violate these Terms, create risk or legal exposure, or if we discontinue the Services. Sections that by their nature should survive termination (including content licenses you granted for already-published or shared content (Section 12), the Feedback license (Section 13), payment and chargeback obligations (Sections 7 and 10), the assumption of risk and release (Section 26), disclaimers, limitation of liability, indemnification, and dispute resolution) will survive.

26Assumption of risk and release

The Services facilitate real-world interactions — you may visit venues, attend events, and Creators and Vendors may meet in person for collaborations. You understand and voluntarily assume all risks associated with these in-person interactions and with attending any venue, event, or collaboration, including risks of personal injury, illness, property damage, loss, and the acts or omissions of other users, venues, event organizers, and third parties.

Sparqlist does not conduct background checks or otherwise screen or vet users, Creators, Vendors, venues, events, or their staff, and is not responsible for the conduct, safety, honesty, or suitability of any user, venue, or event, whether online or offline. Any interaction you have with another user, venue, or event is at your own risk, and you are solely responsible for taking reasonable precautions.

To the maximum extent permitted by law, you hereby release, waive, and forever discharge Sparqlist and its officers, directors, employees, and agents from any and all claims, demands, damages, losses, liabilities, and causes of action, known or unknown, arising out of or in any way related to your interactions or disputes with other users, Creators, Vendors, venues, or events, or with any third party you meet or transact with through the Services, including any injury, harm, or loss resulting from in-person attendance or interaction. You further agree to a covenant not to sue Sparqlist for any such user-to-user, user-to-venue, or attendance-related dispute, and to pursue any such claim solely against the responsible user, venue, or third party.

If you are a California resident, you expressly waive California Civil Code Section 1542, which reads: "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." You waive any comparable statute or common-law rule in your jurisdiction.

27Changes to the Services and Terms

We may modify the Services and these Terms from time to time. If we make material changes to these Terms, we will provide notice in the app or by email and update the "Last updated" date. Changes are effective when posted (or on a stated later date). Your continued use after changes take effect constitutes acceptance.

28Dispute resolution; arbitration; class-action waiver

Please read this section carefully — it affects your legal rights.

28.1 Informal resolution first

Before starting arbitration, you agree to first contact us at support@sparqlist.com and give us 60 days to resolve the dispute informally.

28.2 Binding arbitration

Except as stated below, any dispute arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules then in effect, rather than in court. The arbitration will be conducted by a single arbitrator, and may be conducted by telephone, online, or based on written submissions, or in person in New York County, New York, or another mutually agreed location. The arbitrator's award may be entered as a judgment in any court with jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section. Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules, except that we will pay or reimburse those fees to the extent required by the AAA's rules or applicable law, or where they would be prohibitively higher than the cost of litigation.

28.3 Class-action waiver

You and Sparqlist agree that each may bring claims only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims.

28.4 30-day opt-out

You may opt out of this arbitration agreement by emailing support@sparqlist.com with your name and account email and the statement "I opt out of arbitration" within 30 days of first accepting these Terms. Opting out will not affect any other part of these Terms.

28.5 Exceptions

Either party may bring an individual claim in small-claims court, and either party may seek injunctive or equitable relief in court to protect intellectual-property or confidential-information rights.

29Governing law and venue

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws rules, and by applicable U.S. federal law (including the Federal Arbitration Act for Section 28). For any dispute not subject to arbitration, you and Sparqlist consent to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York. Sparqlist Inc is incorporated in Delaware; the parties nonetheless agree New York law and venue govern as stated here.

30Notice for California residents

Under California Civil Code Section 1789.3, California residents are entitled to the following notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210. California residents also have the privacy rights described in our Privacy Policy, and the auto-renewal, release (Section 26), and consumer-rights provisions in these Terms are intended to comply with California law.

31Miscellaneous

These Terms and the Privacy Policy are the entire agreement between you and Sparqlist regarding the Services. If any provision is unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or asset sale. We are not liable for delays or failures caused by events beyond our reasonable control. Notices to you may be provided in-app or by email; notices to us should go to the address above. Section headings are for convenience only and do not affect interpretation. These Terms may be presented to you in other languages, but the English-language version controls in the event of any conflict or inconsistency.

32Contact us

Questions about these Terms: support@sparqlist.com
General: hello@sparqlist.com
Mail: SPARQLIST INC, 12 E 49th Street, Suite 1904, New York, NY 10017.