Spark Terms of Service

These Terms form a binding legal agreement between you and Spark Social Inc. By accessing, browsing, or using the Service in any way — including by creating ("launching") a token, signing a transaction, or claiming creator fees — you acknowledge that you have read, understood, and agree to be bound by these Terms and by any policies referenced herein, including our Privacy Policy.

If you use the Service on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to both you and that entity.

We may update these Terms from time to time as described in the "Modification of the Service or These Terms" section below. Your continued use of the Service after any update constitutes acceptance of the revised Terms.

For the purposes of these Terms, Spark Social Inc. is a wholly owned subsidiary of OnlyUp Corp., and all disclaimers, limitations of liability, releases, and indemnities in favor of Spark Social Inc. also extend to OnlyUp Corp. and to each company's respective parents, subsidiaries, affiliates, officers, directors, employees, and agents.

To use the Service, you represent and warrant that:

• You are at least 18 years of age and have the legal capacity to enter into a binding contract;
• You are not located in, a resident of, or accessing the Service from any jurisdiction subject to comprehensive sanctions, and you are not an individual or entity identified on any sanctions, denied-party, or watch list maintained by the United States (including the U.S. Treasury Department's Office of Foreign Assets Control), the United Nations, the European Union, or any other applicable authority;
• Your use of the Service is not prohibited by, and does not violate, any law, regulation, or rule applicable to you, including securities, commodities, money-transmission, anti-money-laundering, and tax laws in your jurisdiction; and
• You will comply with all laws applicable to you in connection with your use of the Service.

We may deny access to, restrict, or suspend the Service for any person or in any jurisdiction at our discretion. The Service is not offered where prohibited by law.

Spark is software that helps you create memecoin tokens on pump.fun, a third-party protocol operating on the Solana blockchain, on behalf of TikTok creators. Spark is a software provider only. Trading of any token occurs on pump.fun and other third-party venues, not on Spark.

How the Service Works

• Launching a token: As a user (a "launcher"), you provide a token name, ticker, image, description, optional links, and the identity of a TikTok creator you wish to name as the token's creator-fee recipient. You must name a TikTok creator.
• Non-custodial signing: You connect your own self-custodial wallet through WalletConnect (a service of Reown) and sign the token-creation transaction yourself. Spark never takes custody of, or control over, your personal wallet or its private keys. You may optionally make an initial purchase of the token as part of the creation transaction.
• Custodial fee wallet for the creator: When you launch a token, Spark generates a Solana wallet for the named TikTok creator on our backend and sets that wallet as the token's on-chain creator-fee recipient in pump.fun. Until the named creator claims and exports that wallet, Spark temporarily holds an encrypted private key for it. This wallet exists solely to receive creator fees routed by pump.fun; Spark does not hold it for investment purposes and exercises no discretion over trading or funds.
• Trading and fees: Once created, the token trades on pump.fun. pump.fun, in its sole discretion and according to its own rules, routes any applicable creator fees to the custodial fee wallet. Fee collection on pump.fun is permissionless and outside Spark's control.
• Creator verification and claim: The named TikTok creator may claim the fee wallet by proving control of the TikTok account. The creator places a unique link (sprk.gg/<code>) in the public TikTok profile bio; Spark scans the public bio to verify the link. Upon verification, the creator may withdraw the SOL to any address or export the wallet's private key.

Tokens created through Spark use the Token-2022 standard on Solana. Spark does not guarantee that any token will be tradable, retain any value, attract any buyers, or generate any fees.

Spark is a software tool. We are not a broker, dealer, exchange, money transmitter, custodian for investment purposes, investment adviser, or financial institution, and we do not act in any such capacity. We provide no financial, investment, legal, accounting, or tax advice, and nothing on the Service should be construed as such advice or as a recommendation regarding any asset or transaction.

Nothing on the Service constitutes an offer, solicitation, or recommendation to buy, sell, or hold any token, security, commodity, or other asset, or to enter into any transaction. You are solely responsible for your own decisions and for evaluating the merits and risks of any token or transaction, including by consulting your own qualified advisers.

No return, profit, yield, or outcome of any kind is promised or implied by Spark. Any statement on the Service is for informational purposes only.

Memecoins are extremely high-risk, speculative digital assets. They frequently have no intrinsic value, no underlying business, and no expectation of profit. Their prices are highly volatile and can fall to zero. You may lose the entire value of any token you create, buy, or hold, as well as any funds you spend on transactions or initial purchases.

By using the Service, you acknowledge and accept that:

• You could lose all funds involved, and you should not commit funds you cannot afford to lose entirely;
• Token prices and any creator fees are driven by third-party market activity entirely outside Spark's control;
• Markets for memecoins may be illiquid, manipulated by others, or disappear entirely; and
• Spark makes no representation regarding the value, legality, tax treatment, or performance of any token.

The Service depends on and interoperates with third-party protocols, platforms, and infrastructure that we neither own nor control, including without limitation pump.fun, the Solana blockchain and its validators, TikTok, WalletConnect/Reown, Helius, Supabase, and Vercel.

We do not control and are not responsible for the acts, omissions, availability, security, performance, fees, rules, changes, outages, or discontinuation of any third-party service. Your use of any third-party service is governed by that party's own terms and policies, and you are responsible for reviewing and complying with them.

Without limitation, Spark is not responsible for: pump.fun's handling, routing, calculation, or withholding of creator fees; Solana network congestion, downtime, forks, or transaction failures; TikTok's availability, account rules, or changes to profile pages that affect verification; wallet-connection failures; or the availability or security of any hosting, indexing, or data infrastructure. Third-party services may change or cease operation at any time, which may render some or all of the Service, or access to funds, temporarily or permanently unavailable.

Spark Social Inc. is an independent software provider. We are not affiliated with, endorsed by, sponsored by, or partnered with TikTok, pump.fun, Solana, Reown/WalletConnect, Helius, Supabase, Vercel, or any TikTok creator or other individual.

Creator names, handles, and likenesses referenced through the Service are used solely for identification of the intended creator-fee recipient. Their use does not imply any endorsement, sponsorship, affiliation, or approval by the named creator or any platform. All trademarks and brand names are the property of their respective owners.

You are solely responsible for your conduct on the Service and for all content and tokens you create, submit, or promote. You agree not to use the Service to engage in, facilitate, or attempt any of the following:

• Fraud, deception, or any deceptive or misleading scheme, including "rug pulls," pump-and-dump schemes, or wash trading;
• Impersonation of any person or entity, or misrepresentation of your affiliation with any person or entity;
• Market manipulation or any conduct that manipulates or distorts the market for any token;
• Creating, promoting, or trading tokens that are illegal, that constitute unregistered securities where prohibited, or that violate any applicable law or regulation;
• Uploading or associating content that infringes or misappropriates any intellectual property, privacy, publicity, or other right of any third party;
• Launching a token that defames, harasses, or otherwise violates the rights of any creator or other person, or naming a creator without a lawful basis to do so;
• Abusing, overloading, probing, scraping, reverse-engineering, or otherwise interfering with the launch, verification, or other endpoints or infrastructure of the Service, including circumventing the TikTok bio-verification process;
• Violating any sanctions, export-control, anti-money-laundering, or counter-terrorism-financing law; or
• Any use that violates these Terms or applicable law, or that could damage, disable, or impair the Service.

You are solely responsible for determining and ensuring the legality of launching a token that names any particular creator, and for obtaining any consent or rights required to do so. We may investigate and take appropriate action, including removing content, suspending or terminating access, and cooperating with law-enforcement authorities, in response to suspected violations.

The custodial fee wallet generated for a named TikTok creator exists solely to receive creator fees that pump.fun, in its own discretion, routes to that wallet's on-chain address. Fee collection on pump.fun is permissionless, and Spark does not guarantee that any fees will be generated, routed, or available.

Until a creator verifies control of the associated TikTok account and claims the wallet, Spark temporarily holds an encrypted private key for that wallet. We provide this holding function as a convenience and as software only; we do not hold funds for investment purposes and undertake no obligation to preserve, insure, or guarantee any funds.

Once a creator claims the wallet and withdraws funds or exports the private key, the creator is solely and exclusively responsible for the wallet, its private key, and all funds in it. Spark has no ability to recover, reverse, or restore an exported wallet, a lost or compromised private key, or funds sent in error.

You acknowledge and agree that:

• Spark is not liable for any loss of funds occurring before, during, or after a claim or export, including loss due to key compromise, phishing, user error, or third-party protocol failure;
• Spark is not liable for creator fees that are never generated, never routed by pump.fun, or never claimed by a creator, and may be unable to return or reassign unclaimed fees;
• Verification relies on the public TikTok bio and third-party data, and Spark does not guarantee that verification will succeed, or that it will not be spoofed or circumvented by others; and
• Disputes between launchers and creators, or among any users, regarding tokens, fees, naming, or wallets are solely between those parties, and Spark is not a party to and bears no responsibility for such disputes.

The Service, including its software, design, text, graphics, and logos (excluding user-supplied content and third-party marks), is owned by or licensed to Spark Social Inc. and is protected by intellectual-property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purpose. All rights not expressly granted are reserved.

You retain ownership of content you lawfully provide (such as token images and descriptions). You grant Spark a worldwide, non-exclusive, royalty-free license to host, store, reproduce, display, and use that content as necessary to operate and provide the Service. You represent and warrant that you have all rights necessary to grant this license and that your content does not infringe or violate the rights of any third party.

You may not copy, modify, distribute, sell, lease, reverse-engineer, or create derivative works from the Service except as permitted by law.

We respect intellectual-property rights and expect users to do the same. If you believe content associated with the Service infringes your copyright or other intellectual-property rights, please send a notice to contact@sprk.gg that includes: (i) identification of the work or right claimed to be infringed; (ii) identification of the allegedly infringing material and its location; (iii) your contact information; (iv) a statement that you have a good-faith belief the use is not authorized; and (v) a statement, under penalty of perjury, that the information in your notice is accurate and that you are the rights holder or authorized to act on the rights holder's behalf.

We may remove or disable access to allegedly infringing content and may terminate the accounts of repeat infringers in appropriate circumstances. Notices submitted in bad faith may subject you to liability.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPARK SOCIAL INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

We do not warrant that the Service will be uninterrupted, secure, timely, error-free, or free of viruses or harmful components; that any defects will be corrected; that any token will have value or be tradable; that creator fees will be generated, routed, or recoverable; or that verification, transactions, or third-party services will function as expected. You use the Service, and interact with all blockchains and third-party protocols, at your own risk.

Some jurisdictions do not allow the exclusion of certain warranties; in such jurisdictions, some of the above exclusions may not apply to you.

You expressly acknowledge and assume all risks arising from your use of the Service and from blockchain technology, including without limitation:

• Blockchain transactions are irreversible; once submitted, they cannot be canceled, reversed, or refunded;
• Digital assets and smart contracts carry inherent risks, including bugs, exploits, vulnerabilities, and failures in pump.fun, Solana, Token-2022, and other protocols and contracts, none of which Spark controls or audits;
• Private keys, seed phrases, and wallets can be lost, stolen, or compromised, and lost keys or funds generally cannot be recovered;
• Funds sent to an incorrect or unintended address cannot be recovered;
• Network conditions, congestion, forks, downtime, and validator behavior may affect or prevent transactions; and
• Regulatory, tax, and legal treatment of digital assets is uncertain and may change adversely.

You are solely responsible for securing your wallets, keys, and credentials and for verifying all transaction details before signing.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SPARK SOCIAL INC. OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, TOKENS, DIGITAL ASSETS, OR FUNDS, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This includes, without limitation, any liability arising from your use of or inability to use the Service; the performance, value, or legality of any token; the acts, omissions, fees, changes, or outages of any third-party protocol or service (including pump.fun, Solana, TikTok, WalletConnect/Reown, Helius, Supabase, and Vercel); loss of funds or private keys; unclaimed or unrouted creator fees; tax obligations; and disputes between launchers, creators, or other users.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF SPARK SOCIAL INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU ACTUALLY PAID TO SPARK SOCIAL INC. FOR THE SERVICE IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, our liability is limited to the maximum extent permitted by law. The limitations in this section are a fundamental basis of the bargain between you and us.

You agree to indemnify, defend, and hold harmless Spark Social Inc. and its officers, directors, employees, and agents from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) your use of the Service; (ii) any token you launch, promote, or trade, including the naming of any creator; (iii) your violation of these Terms or any applicable law; (iv) your infringement or violation of any right of any third party, including any creator; (v) your content; (vi) your tax obligations; or (vii) any dispute between you and any other user, creator, or third party.

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense. You may not settle any matter without our prior written consent.

You are solely responsible for determining, reporting, and paying all taxes, duties, and similar governmental assessments that apply to your use of the Service, including any income, gains, fees, or transactions involving tokens or creator fees. Spark does not withhold, collect, remit, or report taxes on your behalf and provides no tax advice. You should consult your own tax adviser regarding your obligations.

We may suspend, restrict, or terminate your access to the Service, in whole or in part, at any time and for any reason, with or without notice, including if we believe you have violated these Terms or applicable law, or to protect the Service, other users, or third parties.

You may stop using the Service at any time. Termination does not affect any transactions already recorded on the blockchain, which are irreversible and outside our control. Provisions that by their nature should survive termination — including disclaimers, limitations of liability, indemnification, assumption of risk, intellectual-property terms, and dispute-resolution terms — will survive.

We may modify, suspend, or discontinue the Service or any part of it at any time, with or without notice, and we are not liable to you or any third party for doing so.

We may also revise these Terms from time to time. When we do, we will update the "Last updated" date above and, where appropriate, provide additional notice. Changes are effective when posted. Your continued use of the Service after changes take effect constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service.

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles. (Governing law is a placeholder default and should be confirmed by counsel for the company's actual jurisdiction.)

Binding Arbitration

To the maximum extent permitted by law, any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved informally will be resolved by final and binding individual arbitration, rather than in court, except that either party may bring an individual claim in small-claims court where eligible. The arbitration will be administered by a recognized arbitration provider under its applicable rules, and judgment on the award may be entered in any court of competent jurisdiction.

Class-Action Waiver

You and Spark Social Inc. agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any form of class proceeding.

Note for Review

The arbitration agreement and class-action waiver in this section, including any provisions regarding informal dispute resolution, opt-out rights, venue, and enforceability, must be reviewed and confirmed by licensed counsel before use, as their enforceability varies by jurisdiction. Nothing here waives any right that cannot be waived under applicable law.

Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

Entire Agreement

These Terms, together with any policies expressly referenced (including our Privacy Policy), constitute the entire agreement between you and Spark Social Inc. regarding the Service and supersede all prior or contemporaneous understandings on that subject.

Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.

No Waiver

Our failure to enforce any provision is not a waiver of our right to do so later. No waiver is effective unless in writing.

Force Majeure

We are not liable for any failure or delay in performance resulting from causes beyond our reasonable control, including third-party protocol failures, network outages, acts of God, and governmental actions.

Contact

Questions about these Terms may be directed to contact@sprk.gg.

This document is a draft prepared for internal use and must be reviewed and approved by a licensed attorney before publication. It does not constitute legal advice. Bracketed placeholders and default values (including the governing-law jurisdiction and dispute-resolution terms) should be confirmed for Spark Social Inc.'s actual circumstances.