Legal

Terms and Conditions

Last updated 12 October 2026

In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer, or a client you act for). When we say we, us, or our, we mean Spark Media Global Pty Ltd (ACN 688 113 144).

Some capitalised words in these terms and conditions (Terms) have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a user. You cannot use our Services unless you agree to these Terms. The obligations in these Terms apply equally to Creators and Brands, unless we state otherwise. They apply however you use our Platform, including through our mobile apps and through a Deal Room.

For questions about these Terms, or to get in touch with us, please email support@corp.sparkmedia.app.

These Terms were last updated on 12 October 2026.

Our disclosures

Please read these Terms carefully before you accept. We draw your attention to:

our privacy policy (on our website) which sets out how we will handle your personal information;
clause 3.13 (Reviewing content), which sets out when content counts as approved if a Brand does not respond, and when we then pay the Creator;
clause 4.4 (Refund Policy) which sets out how we will handle refunds on behalf of Creators and Brands;
clause 4.5 (Cancelling a Deal Room deal), which sets out when a Brand can cancel and get its payment back (less payment processing fees), and the Kill Fee it pays if it cancels later;
clause 6.4 (Paying by invoice), which sets out the Invoice Fee and that it is not refunded;
clause 11.5 (Publicity), which lets us name Brands and Creators who use our Platform in our marketing, and how to opt out;
clause 14 (Liability) which sets out exclusions and limitations to our liability under these Terms; and
clause 17.8 (Updates to Terms), which sets out how we may amend these Terms.

We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites through a link on our Platform, or for featuring certain goods or services on our Platform.

These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.

1. Services

1.1 Our Platform is a place where Brands can find Creators that can produce content for them.

Brands will provide Creators with a Brand Brief to produce content.
Creators can respond to Brand Briefs and if accepted, our Platform provides a Term Sheet which handles the key terms of an agreement.
Once the Brand and Creator agree to the Term Sheet, Brands will pay our Platform a Collaboration Fee which we will hold for the Creator.
The Collaboration Fee is released to the Creator once the Creator Services have been provided and accepted.
We will retain a Service Fee from the Collaboration Fee.

1.2 Subject to your compliance with these Terms, we will provide you with access to the Services and a right to use our Platform (which may be suspended or revoked in accordance with these Terms). Unless set out on the Platform, this right cannot be passed on or transferred to any other person.

1.3 We only provide our Services and are not a party to any transaction between Creators and Brands.

1.4 If permitted on the Platform, where you grant any access or use of our Services to your employees, contractors or any other person, you are responsible for ensuring they comply with these Terms and you are liable for all of their acts and omissions in connection with these Terms.

1.5 Our Platform is available through our mobile apps and through Deal Rooms. A Deal Room is a private web page we give a Brand so that it can agree, sign, pay for and manage a deal with a Creator in a web browser, without a Spark app. Unless these Terms say otherwise, everything in these Terms that applies to our Platform applies to Deal Rooms.

2. Account

2.1 Both Creators and Brands must have an Account in order to use our Platform. A person who uses a Deal Room creates an Account when they first verify their email address in that Deal Room.

2.2 While you have an Account with us, you agree to:

(a) keep your information up-to-date (and ensure it remains true, accurate and complete);

(b) verify your account as required through our third-party payment processing provider and your social media platform accounts as set out in clause 7;

(c) keep usernames, passwords and sign-in codes secure and confidential (including the email account we send sign-in codes to), and protect them from misuse or being stolen; and

(d) notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

2.3 If you close your Account, you will lose access to the Services.

2.4 Deal Room access: We send a link to a Deal Room to the email address given to us for the Brand's contact on the deal. Anyone with the link can see a short preview of the deal, so you must not share it publicly. To do anything else in a Deal Room, you must sign in with a code that we email to your own address. To sign, pay, approve the last piece of content, reject, cancel, report a problem or change who has access, you may need a code entered within the previous 15 minutes. You stay signed in for up to 30 days, or 7 days if you do not use the Deal Room. If a code is entered incorrectly too many times, we may stop sign-in for that email address for up to 24 hours.

2.5 People in a Deal Room: A Brand may add people to, and remove people from, its Deal Room, with the access levels shown in the Deal Room. Each person signs in with their own email address and is responsible for their own sign-in codes. Clause 1.4 applies to everyone a Brand adds. We notify the people on the Brand's side, and the Creator, when someone signs, pays, approves, rejects, cancels or changes who has access.

2.6 Acting for a business or a client: If you use our Platform for a business, you confirm that you are authorised to act for that business. If you act for a client (for example, as an agency), you must name the client when our Platform asks, and you confirm that you have your client's authority to agree, sign and pay for the deal on its behalf. We record the client as you state it and do not check it. If you did not have that authority, you and the business you work for are responsible for the Brand's obligations under the deal as if you were the Brand.

3. Platform Summary

3.1 Our Platform facilitates connections between Creators and Brands. Brands will issue briefs to prospective Creators outlining what content is required to promote the Brand's products or services (Brand Briefs). Creators will review the Brand Brief and if accepted, agree to the Term Sheet and follow the brief to create the requested content, promotional services or audience engagement services (Creator Services).

3.2 By submitting Brand Briefs, Brands:

(a) confirm that they are legally entitled to and capable of submitting a Brand Brief;

(b) confirm that they are legally entitled to and capable of making payment to Creators through our Platform;

(d) agree to include all terms and conditions in the Term Sheet;

(e) must have appropriate insurance to cover the engagement with the Creator under the relevant Term Sheet;

(f) must comply with all laws; and

(g) must comply with all laws and regulations regarding payment of PAYG tax withholding and superannuation to the Creator, if applicable.

3.3 By agreeing to a Brand Brief, Creators:

(a) confirm that they are legally entitled to and capable of accepting a Brand Brief and supplying the Creator Services; and

(b) must comply with all applicable laws.

3.4 A binding contract between Creators and Brands is formed when a Creator and a Brand agree to a Term Sheet through our Platform. Where our Platform asks both parties to sign the Term Sheet (as it does in a Deal Room), the contract is formed when both have signed.

3.5 Creators and Brands may negotiate modifications to a Brand Brief or a Term Sheet through our Platform. A change only takes effect when both agree to it through our Platform and it appears in a new version of the Term Sheet.

3.6 Brands may include a specified number of revisions to Creator Services in a Term Sheet. If a revision is requested by a Brand, the Brand must provide the Creator with written notice specifying the changes requested and the reasons the Brand considers the revision necessary to meet the Brand Brief. The Brand and Creator may then negotiate and agree in writing on what revisions are necessary and what changes to the Creator Services should be made to fit the Brand Brief.

3.7 Creators and Brands must not use our Platform to obtain each other's contact details for the purpose of circumventing any fees payable to us for the use of our Platform and our Services.

3.8 We do not endorse, approve, are not a party to and are not responsible for, any Creator Services or any Term Sheet. We may, at any time (at our sole discretion and without any Liability), remove any Brand Briefs, including where we consider that the content of a Brand Brief:

(a) is illegal or offensive; and/or

(b) contains graphic, inappropriate or unlawful content.

3.9 Upon termination of these Terms:

for Creators, any Brand Briefs not yet agreed to will be removed following the completion of any Creator Services currently in progress (and Brands will be refunded for Creator Services not yet commenced in accordance with the Refund Policy set out in clauses 4.4 and 4.5 of these Terms); and
for Brands, their purchased Creator Services not yet provided will be honoured unless it is a requirement of the relevant Creator Services that Brands are active users of our Platform (in which case a refund will be at the discretion of Creators or the relevant Term Sheet in accordance with the Refund Policy set out in clauses 4.4 and 4.5 of these Terms).

3.10 Which document applies: Each deal between a Creator and a Brand is made up of:

(a) the Term Sheet, which sets out what the Creator will make, by when, for what fee, and how the Brand may use it;

(b) these Terms, which set out how payment, fees, cancellations and disputes work; and

If they conflict, these Terms decide how payment, fees, cancellations and disputes work. For everything else, the Term Sheet applies over the Brand Documents. A Brand Document can only change the Term Sheet if the Brand and the Creator both agree to the change through our Platform and it appears in a new version of the Term Sheet. Brand Documents still apply wherever they do not conflict, for example brand guidelines or approval contacts.

3.11 Signing electronically: You agree to deal with us, and with other users, electronically. When you sign a Term Sheet on our Platform (for example, by entering a sign-in code and clicking to sign in a Deal Room), that is your signature. It binds you, and any business you act for, in the same way as a handwritten signature.

3.12 Our record of what is agreed: Each time a user agrees to, signs, pays for, approves, rejects or cancels a deal on our Platform, we keep a record of who did it and when, including the details they gave us, the email address they verified and the version of these Terms they had accepted. We may use this record to show what was agreed, including in a dispute. A Brand can download the signed Term Sheet from its Deal Room.

3.13 Reviewing content:

(a) When a Creator submits content for review, the Brand may approve it, ask for changes (up to the number of revisions in the Term Sheet) or reject it, within the review period set out in the Term Sheet (Review Window). Business hours in a Review Window are counted on weekdays, in Sydney time.

(b) If the Brand has not approved, asked for changes to or rejected the content 24 business hours after the Review Window ends, the content counts as approved. Content that counts as approved is accepted by the Brand for all purposes under these Terms, including clause 6.2(e). We send the Brand reminders before this happens.

(c) In a Deal Room, when the Brand approves the last piece of content, we pay the Creator straight away, and this cannot be undone. Where the last piece of content counts as approved, we pay the Creator 7 days after it was approved, unless a hold applies under clause 4.6.

3.14 Deals with an event: In a Deal Room, for a deal with an event and no content, the event ends at midnight at the end of the event's last day, in the event's local time. The Brand may then confirm the event or report a problem. If the Brand does neither within 7 days after the event ends, the Creator Services count as accepted by the Brand and we pay the Creator, unless a hold applies under clause 4.6.

3.15 Advertising rules: We do not check whether a Brand Brief, a Term Sheet or any content complies with advertising laws or social media platform rules (for example, rules on disclosing paid partnerships). Creators and Brands are responsible for that.

4. Cancellations, Refunds and Disputes between Creators and Brands

4.1 Where a payment is made through the Apple App Store or Google Play, this clause is subject to (and any refunds must comply with) Apple's Refund Policy or Google Play's Refund Policy (as applicable).

4.2 Creators agree to deal with the cancellation or refund of Collaboration Fees in accordance with our Refund Policy set out in clauses 4.4 and 4.5 of these Terms.

4.3 We encourage Creators and Brands to attempt to resolve disputes (including claims for refunds or remedies) directly and in good faith, either through Creator making revisions, through our Platform or through external communication methods. In the event that a dispute cannot be resolved through these means, Creators and Brands may choose to resolve the dispute through other means, such as mediation. We are not responsible for mediating or resolving disputes between Creators and Brands.

4.4 Refund Policy: A Brand may request a refund of the funds held by us at any time prior to a Creator submitting the Creator Services for review, except on a Deal Room deal, where clause 4.5 applies instead. Where a Creator has submitted content for review (or, on a Deal Room deal, after the Cut-off) and a Brand requests a refund, we will notify the Creator of the request. A Brand that rejects content on a deal it has paid for is requesting a refund. If the Creator agrees to the refund, we will release the held funds back to the Brand, less any Service Fee. If the Creator disputes the refund request, we will not intervene or act as a mediator, and the Brand and Creator are encouraged to resolve the dispute between themselves directly. We reserve the right to hold the funds indefinitely until both parties reach a resolution and provide us with written confirmation of the agreed outcome. We accept no liability for any loss suffered by either party arising out of or in connection with a dispute over the release of held funds.

4.5 Cancelling a Deal Room deal:

(a) Before paying: A Brand may cancel a Deal Room deal at any time before it pays the Collaboration Fee. Nothing is charged, the Term Sheet ends, and neither the Brand nor the Creator owes the other anything under it.

(b) Within 24 hours of paying: A Brand may cancel a Deal Room deal within 24 hours after its payment of the Collaboration Fee has cleared, as long as this is before the Cut-off. If it does, we will refund the Collaboration Fee to the Brand, less the payment processing fees charged on that payment (our payment provider does not return its fees when a payment is refunded). Any Invoice Fee is not refunded. The Term Sheet ends, and neither the Brand nor the Creator owes the other anything under it.

(c) After 24 hours and before the Cut-off: A Brand may cancel a Deal Room deal more than 24 hours after its payment of the Collaboration Fee has cleared and before the Cut-off. If it does:

(i) we will refund 75% of the Collaboration Fee to the Brand (rounded down to the nearest cent);

(ii) the remaining 25% (Kill Fee) belongs to the Creator, as payment for the time the Creator has already spent negotiating and preparing the deal, and is treated as the Collaboration Fee for the purposes of clauses 6.1 and 6.2;

(iii) our Service Fee and the payment processing fees charged on the Brand's payment of the Collaboration Fee come out of the Kill Fee and not out of the Brand's refund. If those fees are more than the Kill Fee, the Creator receives nothing and does not owe us anything;

(iv) we will pay the Creator the balance of the Kill Fee within 7 days of the cancellation;

(v) any Invoice Fee is not refunded; and

(vi) the Term Sheet ends, and the Creator does not have to provide the Creator Services.

(d) After the Cut-off: A Brand cannot cancel a Deal Room deal after the Cut-off. If something is wrong with the content, or the Creator has not done what the Term Sheet says, the Brand may report a problem or reject the content, and clauses 4.4 and 4.6 apply.

Creators agree that we may make the refunds in clauses 4.5(b) and 4.5(c) as their limited payment collection agent.

4.6 Problems and holds: Before we have paid the Creator, a Brand may report a problem through our Platform or by emailing us. We will pause payment to the Creator and contact the Brand within 5 business days. We will not pay a Creator (including under clauses 3.13 and 3.14) while a hold applies. A hold applies where:

(a) the Brand reports a problem or rejects content;

(b) the Brand, or its bank or card provider, disputes or reverses the payment;

(d) the amount we received does not match the amount due; or

(e) we reasonably suspect fraud, or a breach of these Terms.

We will tell the Brand and the Creator about a hold, and we will lift it once the issue is resolved.

4.7 How refunds are paid: We will ask our payment provider to send a refund within 2 business days of it becoming due under these Terms. A refund goes back to the payment method the Brand used, and we cannot send it anywhere else. How long it then takes to arrive depends on the Brand's bank or card provider.

4.8 Bank disputes: Please contact us before asking your bank or card provider to reverse a payment. If a Brand receives money back for the same payment twice (once from us and once through its bank or card provider), or receives money back through its bank or card provider after we have paid the Creator when it was not entitled to that money under these Terms, the Brand must repay that amount to us.

4.9 Once we have paid the Creator, we no longer hold any money for that deal and we cannot refund it. Any claim about the content or the event is then between the Brand and the Creator.

4.10 This clause 4 will survive the termination or expiry of these Terms.

5. Payments

5.1 You must pay all amounts due to us under these Terms in accordance with these Terms or as set out on our Platform (as applicable).

5.2 We (or our third-party payment processing provider(s)) may pre-authorise or charge your payment method for a nominal amount to verify the payment method.

5.3 If any fees due to us under these Terms or as a result of your use of our Platform are not paid on time or are not received, we may:

(a) suspend your access to our Services (including access to our Platform); and

(b) charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia's cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.

5.4 You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

5.5 Paying in a Deal Room: A Brand pays the Collaboration Fee in Australian dollars, either in its Deal Room by card or PayTo, or by invoice under clause 6.4. Your bank may ask you to confirm the payment. PayTo is only available for payments of up to A$25,000. A payment counts as made once it has cleared. We do not charge any fee on top of the Collaboration Fee for paying by card or PayTo in a Deal Room.

5.6 Pay-by Date: A Brand must pay by the date shown in its Deal Room (Pay-by Date). If it has not paid by then, we may close the deal: nothing is charged, the Term Sheet ends, and neither the Brand nor the Creator owes the other anything under it. If you need more time, email us before the Pay-by Date and we may extend it.

5.7 Payment checks: We may review a payment before it can be made, and we may delay or refuse a payment where we reasonably suspect fraud or a breach of these Terms. If we refuse a payment, we will tell you and nothing is charged.

6. Platform Service Fee

6.1 In consideration for providing our Services, we will charge a Service Fee as set out on our Platform which is payable by the Brands at the time of receipt of the Collaboration Fee for a Brand Brief. We will deduct the Service Fee and any third-party payment processing fees from the Collaboration Fee paid by Brands.

6.2 When a Brand submits a Brand Brief through our Platform and a Creator accepts it, the Brand will pay for the Brand Brief through the Platform. Creators and Brands each acknowledge and agree that:

(a) Creators each hereby appoint us as their limited payment collection agent to collect payment of the Collaboration Fee from Brands on their behalf;

(b) Brands must pay the Collaboration Fee via our Platform;

(c) we will receive the Collaboration Fee via our third-party payment processing provider as limited payment collection agent for Creators;

(d) the payment by Brands of the Collaboration Fee to us in our capacity as the Creator's limited payment collection agent will constitute the payment by Brands to Creators for the Brand Brief set out in the Term Sheet;

(e) after deducting any fees owed to us for the Services by Creators (for which we will provide an invoice to Creators, and Creators authorise us to set-off such amounts from the Collaboration Fee), we will pay the balance of the Collaboration Fee to Creators in our capacity as limited payment collection agent within 7 days from the date all related deliverables were accepted by the Brand (or, for a Kill Fee, within 7 days of the cancellation under clause 4.5);

(f) for the avoidance of doubt, it is Creators, and not us, who will provide the Creator Services to Brands, and that the payment of the Collaboration Fee by Brands to us does not constitute Brands paying us to provide the Creator Services; and

(g) where applicable, any invoice generated by our Platform will have the details belonging to Creators (and not us and/or the Platform) listed as the entity making the "taxable supply" (as that term is defined by the A New Tax System (Goods and Services Tax) Act 1999 (Cth)) to Brands.

6.3 Creators will only be paid the Collaboration Fee where Brands have made payment.

6.4 Paying by invoice: Where our Platform lets a Brand pay the Collaboration Fee by invoice and the Brand chooses to, we will add a separate fee to that invoice (Invoice Fee) and show the Brand its amount before it chooses to pay by invoice. The Invoice Fee is payable by the Brand. It is not part of the Collaboration Fee, it is not used to work out the Service Fee or the amount paid to the Creator, and it is not refunded, including where the deal is cancelled or the Collaboration Fee is refunded in whole or in part. Once a Brand has chosen to pay by invoice, it cannot also pay in its Deal Room. If the details on the invoice are wrong, email us and we will cancel the invoice so that the Brand can choose how to pay again.

7. Identity Checks

7.1 Before you can have an Account, you must pass our identity verification process (Identity Check). We may conduct this process ourselves or through a third party. For a person who uses a Deal Room, the Identity Check is verifying their email address with a code we send to it, together with any checks our third-party payment processing provider carries out when the Brand pays.

7.2 You agree to co-operate with us in carrying out the Identity Check, including by providing us with any Personal Information necessary to complete this process (such as your name, proof of address, and proof of identity). Where we have engaged a third party to carry out the Identity Check, you consent to us disclosing your Personal Information to that third party for this purpose.

7.3 You must do all things necessary to verify your identity, including:

completing any identity verification process required by us or our third-party payment processing provider(s);
providing accurate, current and complete information as requested during account sign up process;
linking any social media accounts; and
promptly completing any additional verification steps requested by us or our third-party payment processing provider(s) from time to time.

You acknowledge that access to certain features or functionality of our Platform may be restricted or suspended until your identity verification is completed to our satisfaction.

8. Reviews

8.1 Creators and Brands may review their experiences with each other on our Platform (Review). We may remove Creators and Brands from our Platform (in our sole discretion) who receive a high number of negative Reviews.

8.2 You agree to provide true, fair and accurate information in your Review. If we consider that your Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review or ban you from posting further Reviews. We do not undertake to review each Review. To the maximum extent permitted by law, we are not responsible for the content of any Review.

8.3 You may only write a Review about your own experience. You must not write a Review about another person's experience.

8.4 If you have been offered an incentive (such as a gift, reward, discount or payment) for leaving a Review, you should include information about this in your Review.

8.5 You must not disclose any Personal Information in your Review.

9. Confidential Information

9.1 You may come across confidential information of other users during the use of our Services. You agree to:

(a) keep all confidential information strictly confidential;

(b) use confidential information solely for Platform transactions; and

9.2 We commit to protecting users' confidential information and will only use it for the purpose of supplying our Services.

9.3 This clause does not apply to information that is or becomes publicly available through no fault of the receiving party; is required to be disclosed by law, regulation, or court order; is rightfully received from a third party without a duty of confidentiality; is independently developed by the receiving party without use of confidential information; or is approved for release by written authorization of the disclosing party.

9.4 These obligations survive the termination or expiry of these Terms or any Platform transaction.

10. Personal Information

10.1 We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on our website, and applicable privacy laws. As set out in our privacy policy, we may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors). As part of our Services, we will also need to disclose information about Brands to Creators, and vice versa, so that they can connect and transact.

10.2 You must only disclose Personal Information to us if you have the right to do so (such as having the individual's express consent). This includes the details of anyone you add to a Deal Room.

10.3 Creators and Brands must not disclose Personal Information about each other to third parties unless authorised by these Terms or by law.

10.4 Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

10.5 Some emails we send about a deal (for example, sign-in codes, reminders, and notices that someone has signed, paid, approved or cancelled) are part of our Services. You cannot unsubscribe from them while the deal is open.

10.6 This clause will survive the termination or expiry of these Terms.

11. Intellectual Property

11.1 We own all intellectual property rights in the Services. This includes how the Services look and function, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on the Services.

11.2 We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

11.3 We do not own any of Your Data, but when you enter or upload any of Your Data into our Platform (including uploading a Brand Brief), you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you have an Account with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

(a) supply our Services to you and otherwise perform our obligations under these Terms;

(b) diagnose problems with our Services; and

11.4 You must ensure you hold all intellectual property rights in Your Data or information you share or upload to the Platform (including in a Brand Brief) and you must not commit any intellectual property breach in connection with these Terms.

11.5 Publicity: Once you have agreed a Term Sheet through our Platform, you agree that we may name you as a Brand or Creator that uses Spark in our marketing, including on our website, in pitch decks and presentations, in social media posts and in case studies (Publicity Material). In particular:

(a) Brands: you grant us a non-exclusive, royalty-free, worldwide licence to use your business name and logo in Publicity Material, only to identify you as a Spark customer (for example, in a list headed "Brands we work with"). We will follow any reasonable brand guidelines you give us, we will not change your logo, and we will not say that you endorse Spark unless you agree in writing. You keep all rights in your name and logo. We do not name the people who work for you. If you act for a client, this licence covers your own name and logo, and we will only show your client's name and logo if you or your client confirm in writing (an email is enough) that your client agrees;

(b) Creators: you agree that we may use your name, your social media handle and the profile image you use publicly on your social media accounts (or another image you give us) in Publicity Material, to show that you are a Creator who uses Spark, and you grant us a non-exclusive, royalty-free, worldwide licence to use that image for this purpose. If you are an individual, this is your consent to us using this Personal Information for that purpose, as described in our privacy policy. We will not use information we receive from Meta's Instagram API for this. If you are under 18, we will only do this if your parent or guardian also agrees in writing;

(c) clause 9 does not stop us naming you under this clause, but we will never disclose the Collaboration Fee, any other amount paid or payable under a deal, or any other term of a Term Sheet that is not public. We may say that a Brand and a Creator worked together through Spark, but we will only use quotes, results or any content made or supplied for a deal if the Brand and the Creator concerned agree in writing;

(d) you can opt out at any time by emailing support@corp.sparkmedia.app. Within 10 business days we will stop using your name, logo, handle and image in new Publicity Material and remove them from our website. We do not have to recall or change Publicity Material that was already printed, sent or published before then (for example, a past social media post or a pitch deck already sent); and

(e) opting out does not affect your Account, any deal or any other part of these Terms.

11.6 This clause will survive the termination or expiry of these Terms.

12. Acceptable Use and Prohibited Conduct

12.1 You must not:

(a) access or use our Platform in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;

(b) use the Services for inappropriate, unethical, unreasonable or illegal reasons;

(d) introduce any viruses or other malicious software code into our Platform;

(e) attempt to access any data or log into any server or account that you are not expressly authorised to access;

(f) use our Platform to send unsolicited electronic messages;

(g) use data mining, robots, scraping or other data gathering and extraction tools on our Platform; or

(h) access or use our Platform to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

12.2 If you breach clause 12.1, we can suspend your access to the Platform or terminate these Terms in accordance with clause 16.

13. Consumer Law Rights

13.1 In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms. Our liability for a breach of your Consumer Law Rights is, unless the laws of your jurisdiction state otherwise, limited to either resupplying our Services, or paying the cost of having our Services resupplied.

13.2 If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).

14. Liability

14.1 To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any liability caused or contributed to by, arising from or in connection with:

(a) any aspect of the interactions between Creators and Brands, including in relation to any Brand Briefs;

(b) your failure to comply with any app store requirements of Apple Inc. or the Google Play Store;

(d) any other user's breach of the Confidential Information, Personal Information and/or Intellectual Property provisions of these Terms;

(e) disruptions or downtime caused or contributed to by third parties; and

(f) delays caused by a bank, card provider or our third-party payment processing provider.

14.2 Where you engage third parties to operate alongside our Platform (for example, any third-party software systems you wish to integrate with our Platform), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise in writing.

14.3 Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:

(a) neither we or you are liable for any Consequential Loss;

(b) a party's liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss; and

(c) our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to AU$1,000.

14.4 The limit in clause 14.3(c) does not reduce our obligation to pay a Creator, or refund a Brand, money we hold for a deal as these Terms require.

14.5 This clause will survive the termination or expiry of these Terms.

15. Notice Regarding Apple

15.1 To the extent that you are using or accessing our Platform on an iOS device through a mobile application from the Apple App Store, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for our Platform and any content available on our Platform.

15.2 Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.

15.3 If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.

15.4 Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.

15.5 Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party's intellectual property rights.

15.6 You agree to comply with any applicable third-party terms when using our mobile application.

15.7 Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

15.8 You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

16. Suspension and Termination

16.1 We may suspend your access to our Services where:

we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform);
we reasonably believe that you have breached these Terms; and/or
you fail to comply with any acceptable use or participation rules we have on the Platform.

If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.

16.2 We may terminate these Terms (meaning you will lose access to our Services, including access to your Account) if:

you fail to pay any amounts payable to us under these Terms when they are due;
you breach clause 12.1;
you (or as authorised under these Terms, your personnel) breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
you (or as authorised under these Terms, your personnel) breach these Terms and that breach cannot be remedied; or
you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors' schemes of arrangement).

16.3 You may immediately terminate these Terms:

in accordance with clause 17.8;
if we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or
if we breach these Terms and that breach cannot be remedied.

16.4 You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 17.6), and termination will take effect immediately.

16.5 Upon termination of these Terms, we will retain Your Data (including copies) as required by law or regulatory requirements.

16.6 Termination of these Terms will not affect any other rights or liabilities that we or you may have. In particular, it does not end a Term Sheet that has already been agreed, or undo a payment, cancellation or refund already made.

16.7 This clause will survive the termination or expiry of these Terms.

17. General

17.1 Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

17.2 Disputes with Spark: Neither we nor you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction. If the Dispute is not resolved at that initial meeting:

where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or
where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Sydney, New South Wales, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.

17.3 Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Platform), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

17.4 Governing law: These Terms are governed by the laws of New South Wales, and any matter relating to these Terms is to be determined exclusively by the courts in New South Wales and any courts entitled to hear appeals from those courts.

17.5 Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, contractor relationship or employment relationship between us and you.

17.6 Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account (for a Deal Room, the email address you verified).

17.7 Service Availability: We strive to make the Services available but do not guarantee 100% uptime. The Services may be disrupted due to scheduled or emergency maintenance, or issues with third-party providers upon which the Services rely.

17.8 Updates to Terms: We may amend these Terms at any time, by providing written notice to you. By clicking "I accept" or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you use a Deal Room, we may also ask you to accept the amended Terms in your Deal Room before you next sign, pay, approve, reject or cancel. If you do not agree to the amendment you may stop using our Platform, or if you have an Account then you may close your Account with effect from the date of the change in these Terms by providing written notice to us. If you close your Account, you will no longer be able to access our Services (including our Platform) on and from the date of cancellation.

18. Definitions

18.1 In these Terms:

Account means an account accessible to the individual or entity who signed up to our Services.

Brand Brief has the meaning given in clause 3.1 and means a description of Creator Services requested by Brands, which includes details of the services to be provided by Creators, the terms and conditions, and the Collaboration Fee.

Brand Documents has the meaning given in clause 3.10.

Collaboration Fee means the fee agreed between Creators and Brands for Creator Services in a Brand Brief.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute "Consequential Loss".

Creator Services has the meaning given in clause 3.1 and means the services provided by a Creator to a Brand in connection with a Brand Brief and in accordance with the terms of a Term Sheet (e.g. content creation, promotional services or audience engagement services).

Cut-off means the earlier of the moment the Creator submits any content for review through our Platform and, for a deal with an event and no content, the start of the event day in the event's local time.

Deal Room has the meaning given in clause 1.5, and a Deal Room deal means a deal in which the Brand uses a Deal Room.

Invoice Fee has the meaning given in clause 6.4.

Kill Fee has the meaning given in clause 4.5(c).

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.

Pay-by Date has the meaning given in clause 5.6.

Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.

Platform means our cloud-based platform, including our mobile apps and Deal Rooms, that we provide you with access to as part of the Services.

Publicity Material has the meaning given in clause 11.5.

Review Window has the meaning given in clause 3.13(a).

Service Fee means a percentage of the Collaboration Fee payable to us at the time of receipt of the Collaboration Fee for use of our Platform.

Services means access to the Platform we provide to you, but do not include support services or any other additional services unless we agree otherwise in writing with you.

Term Sheet means the prepopulated digital agreement that outlines the proposed key terms of a collaboration or arrangement between a Creator and a Brand.

Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you when receiving our Services (including any Brand Brief) or stored by or generated by your use of our Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services. Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.