Vendor Agreement

This Vendor Agreement ("Vendor Agreement" or "Agreement") governs your listing and participation as a venue ("Vendor," "you," "your") on the Sparqlist local-discovery marketplace. It sets out the pricing, obligations, and rules that apply when you activate and operate a business on Sparqlist.

By activating a venue, creating Vendor listings, or otherwise using the Vendor features of the Services, you agree to this Agreement, the Terms of Service, and the Privacy Policy. If you do not agree, do not use the Vendor features.

1Agreement and relationship to the Terms

This Vendor Agreement is a binding contract between you and Sparqlist Inc. It supplements and is part of our Terms of Service and Privacy Policy; all defined terms and provisions of the Terms of Service (including eligibility, accounts and security, payments, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution and arbitration, and governing law) apply to your use of the Vendor features. Where a provision of this Vendor Agreement conflicts with a general provision of the Terms of Service on a Vendor-specific matter, this Agreement controls; on all other matters, the Terms of Service control. Sparqlist provides the technology platform that connects Vendors with Consumers and Creators; we are not a party to, and do not guarantee, the transactions between you and any Consumer or Creator.

2Eligibility, authority, and verification

Vendors must be legitimate, currently operating businesses (for example, restaurants, cafés, bars, salons, spas, boutiques, hotels, studios, and fitness studios) with a physical location in our service area. By activating a venue, you represent and warrant that:

• You are at least 18 years old and are authorized to bind the business on whose behalf you act, and "you" includes that business.
• The business is a real, lawful enterprise, and the business name, category, address, hours, contact details, and other information you provide are accurate and kept up to date.
• You will maintain one Vendor account per legitimate business entity or location and will not create duplicate or sham venues to abuse fees, attribution, or rewards. (A single owner may operate multiple genuine locations, each activated as its own venue.)

You may activate instantly using a valid Spark Media verification code, or apply for admin review; until activated, your account remains pending. We may verify your business, request additional information, and refuse, suspend, or remove any venue that we cannot verify or that we believe is not a legitimate business. Each venue may be protected by a PIN when switching between businesses on a shared account.

3Pricing and the money model

Sparqlist is performance-based: for customer acquisition, you pay a flat fee only when a real customer redeems at your venue — no per-impression charge and no mandatory subscription. Your pricing is as follows:

The $1.50 is your total customer-acquisition cost per redemption. 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 entirely out of the platform's own portion of that $1.50. Event check-ins are billed at $1.50 per guest scanned in even for free events, because each attendee is real acquisition. Sparq gift-card redemptions at your venue are exempt from the $1.50 fee (see Section 9).

Prices are exclusive of taxes unless stated, and taxes are added where applicable. We may change prices prospectively on reasonable notice; a price change does not affect amounts already incurred or credits already purchased. The three subscription add-ons above are auto-renewing subscriptions billed through the Apple App Store or Google Play; they renew monthly until cancelled, are disclosed with price and renewal terms before purchase, and are governed additionally by the app stores' terms and by the auto-renewal provisions of our Terms of Service. The add-ons are never required to use the core marketplace.

4Credits, top-ups, and billing

Per-redemption fees and booking fees are drawn from a pre-purchased credit balance. You top up your balance in the app; credits and booking fees are debited from it as they are incurred, and every change to your balance is recorded in an append-only ledger. Credit top-ups and other direct charges are processed by our payment processor (Stripe); by topping up you authorize us and the processor to charge your selected payment method. Where you enable it, we may automatically top up your balance when it runs low; you can manage or disable auto-top-up in the app.

When your balance is low we will nudge you to top up. We will always complete a waiting customer's redemption even if a charge temporarily fails or your balance is insufficient — a customer at your counter is never turned away for a billing issue. The fee is then reconciled against your balance, and we may recover any resulting negative balance from your next top-up, credits, or payouts. Credits are for use on the Services, are non-transferable, and are non-refundable except as stated in the Terms of Service or required by law.

5Payouts and the venue wallet

Certain amounts accrue to you rather than being charged to you — for example, your share of paid-event ticket revenue and the balance of your Sparq gift-card wallet. These payouts are processed through our payment processor's payout service (Stripe Connect). To receive payouts you must complete identity and payout-account verification and provide accurate banking or payout details, which are collected and held by the processor, not by us. Payouts are subject to holds, reserves, or delays required for fraud prevention, chargeback risk, verification, or compliance with law. You may request withdrawals as described in the app; gift-card wallet withdrawals are subject to the processing fee stated in-app, or may be converted to credits at full value. We may offset amounts you owe (including negative credit balances, reversed charges, and chargeback costs) against amounts payable to you.

6Vendor obligations and compliance

You are responsible for the accuracy, legality, and fulfillment of everything you list. You agree that you will:

• Keep your listings, offers, deals, happy hours, events, prices, hours, and availability accurate and current, and clearly state any limits, exclusions, or conditions;
• Honor every valid in-app redemption, reward, and stated offer at your venue — the discount or reward value comes off the customer's bill at your point of sale — and not engage in bait-and-switch, hidden conditions, or refusal of valid redemptions;
• Serve all eligible customers on the stated terms and not discriminate in honoring offers in violation of any anti-discrimination law;
• Hold and maintain all licenses, permits, and registrations required to operate your business and to offer what you list (including, where applicable, alcohol/liquor licenses and food-safety permits), and comply with all applicable laws and regulations, including food-safety, alcohol-service, health, consumer-protection, advertising, and pricing laws;
• Ensure your offers, content, and premises are lawful and safe, and are solely responsible for your goods, services, premises, and staff.

You are the seller and provider of your goods and services. Sparqlist is not a party to your transactions with Consumers and does not assume any of your legal or regulatory obligations.

7Creator collaborations

Sparqlist lets you book Creators like reservations. When you book a creator collaboration, a flat $19.99 booking fee is charged on confirmation from your credit balance. If the collaboration is later cancelled, declined, or the Creator no-shows under the conditions described in-app, the booking fee is refunded per our automated rules; a Vendor-initiated cancellation of a confirmed booking may forfeit the fee as described in-app. For a paid collaboration, Sparqlist charges a 10% platform fee on the paid amount.

In each collaboration you agree to:

• Honor confirmed visits and confirm attendance as prompted;
• Review submitted content promptly and within the revision limits described in-app (up to two revisions), and approve or request revisions in good faith;
• Rate Creators fairly and honestly, and treat Creators professionally and respectfully;
• Not use the Services to solicit or arrange collaborations off-platform to circumvent fees or attribution, and not ask Creators or Consumers to bypass in-app redemption or attribution.

You are responsible for your conduct toward Creators, for the safety of your premises during a visit, and for your own compliance with advertising-disclosure laws in connection with collaboration content.

8Offers, events, ticketing, and loyalty

You may create deals, happy hours, events, promotions, and loyalty programs, and issue rewards, subject to the rules in the app and applicable law. Specifically:

• Deals, happy hours, and promotions must accurately describe the offer and any time, day, or quantity limits; happy-hour timing is evaluated in your venue's local time zone.
• Events and paid ticketing. You may sell tickets to your events in-app. The platform fee on ticket sales (currently 10%) applies, in addition to the $1.50 per guest checked in. You set your own event and ticket refund terms and are responsible for honoring them and for handling event refunds and cancellations lawfully; event ticket revenue is credited to you per the model shown at listing time.
• Loyalty programs and mystery rewards. You may run loyalty programs and mystery rewards; the reward value is honored at your point of sale, and each qualifying redemption is billed per Section 3. You must honor completed loyalty rewards as listed.

9Gift cards and the venue wallet

When a customer spends a Sparq gift card at your venue, that amount accrues to your venue gift-card wallet — you are receiving money, not paying an acquisition fee. For that reason, gift-card redemptions are exempt from the $1.50 per-customer fee. You may withdraw your gift-card wallet balance (subject to the processing fee stated in-app) or convert it to credits at full value, as described in the app. Withdrawals are processed through our payment processor and are subject to the verification and holds described in Section 5.

10Vendor content and license

You retain ownership of the business content you submit — including business name, logo, photos, videos, descriptions, offers, and posts ("Vendor Content"). You grant Sparqlist a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, modify (for formatting), display, and distribute your Vendor Content to operate, display your listings and offers to relevant users, and promote the Services and your venue. You represent and warrant that you own or have all rights necessary to your Vendor Content and to grant this license, and that your Vendor Content does not infringe any third-party right or violate any law. You may not use Sparqlist's name, logo, or brand except as expressly permitted in-app or with our prior written consent. This license survives with respect to Vendor Content already published or distributed, consistent with the survival terms of the Terms of Service.

11Moderation, removal, and appeals

We use automated systems (including third-party AI) and human review to moderate content on the Services. We may, with or without notice, remove or disable any listing, offer, or content, and suspend or terminate any venue, that violates this Agreement, our Terms of Service, or applicable law, that is fraudulent, misleading, unsafe, or objectionable, or that generates repeated Consumer or Creator complaints. Consumers and Creators can report content and accounts. You may appeal an enforcement decision by contacting support@sparqlist.com, and a person will review it. How we handle data in moderation is described in our Privacy Policy.

12Fraud and anti-abuse

The integrity of the marketplace depends on honest activity. You agree that you will not:

• Self-redeem or manufacture fake redemptions, check-ins, or orders to inflate activity or earnings;
• Ask or arrange for Creators or Consumers to circumvent attribution, transact off-platform to avoid fees, or manipulate referral, loyalty, reward, tier, or leaderboard systems;
• Post fake, duplicate, or sham venues, or otherwise game caps, rewards, or the credit/billing system.

Violations may result in clawback or reversal of amounts, forfeiture of rewards, withheld or reversed payouts, suspension, or termination, in addition to any other remedy available to us, and we may recover amounts wrongfully obtained together with our reasonable costs.

13Taxes

You are solely responsible for determining, collecting, reporting, and remitting all taxes (including sales, use, and income taxes) arising from your business, your offers, your ticket sales, and your earnings on the Services. We may collect tax information from you and may issue earnings or transaction records (for example, IRS Form 1099) where required by law. Prices and fees stated in this Agreement are exclusive of taxes unless expressly stated otherwise.

14Suspension and termination

You may stop listing and close your venue at any time in the app. We may suspend or terminate your venue or specific listings, with or without notice, if you violate this Agreement, our Terms of Service, or applicable law, if you create risk or legal exposure, or if we discontinue the Services. On suspension or termination:

• Your live offers, deals, events, and listings may be removed or hidden, and pending bookings may be cancelled;
• Any outstanding credit balance is handled as described in-app and in the Terms of Service — credits are generally non-refundable except where required by law, and a negative balance remains payable;
• Pending payouts (including event revenue and gift-card wallet balances) may be held pending verification, resolution of disputes or chargebacks, and satisfaction of amounts you owe, then released as described in Section 5;
• Provisions that by their nature should survive — including payment and reconciliation obligations, licenses you granted (Section 10), taxes, fraud/clawback remedies, disclaimers, limitation of liability, indemnification, and dispute resolution — survive termination.

15Disclaimers, liability, and indemnification

The Services are provided to Vendors "as is" and "as available." Sparqlist makes no guarantee of any number of customers, redemptions, bookings, foot traffic, revenue, or results, and does not warrant that the Services will be uninterrupted, secure, or error-free. All warranties, express, implied, or statutory, are disclaimed to the maximum extent permitted by law.

The limitation of liability in our Terms of Service applies to you and caps our total aggregate liability as stated there. To the maximum extent permitted by law, Sparqlist will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data, arising out of or related to your use of the Services.

You agree to indemnify, defend, and hold harmless Sparqlist and its officers, directors, employees, and agents from any claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: your listings, offers, events, tickets, and Vendor Content; your failure to honor redemptions, rewards, or stated offers; your goods, services, premises, or staff; your violation of this Agreement, the Terms of Service, or any law (including licensing, alcohol, food-safety, tax, advertising, or consumer-protection law); and your disputes or dealings with Consumers, Creators, or other third parties.

16Changes, notices, and contact

We may update this Vendor Agreement from time to time. If we make material changes, we will provide notice in the app or by email and update the "Last updated" date above; changes are effective when posted or on a stated later date, and your continued use of the Vendor features after they take effect constitutes acceptance. You consent to receive notices from us electronically, in-app or by email; notices to us should go to the address below.

Questions about listing your venue or this Agreement: support@sparqlist.com
General: hello@sparqlist.com
Mail: SPARQLIST INC, 12 E 49th Street, Suite 1904, New York, NY 10017.