Skip to main content

Creator Terms and Conditions

  • Updated

1. CREATOR TERMS AND CONDITIONS

If you have been approved to become a Creator, the Creator Terms and Conditions will apply in addition to SPAARKD's Terms and Conditions. To the extent there is an inconsistency between these Terms and Conditions and the Creator Terms and Conditions, the Creator Terms and Conditions shall prevail.

 

2. ABOUT THE SPAARKD STUDIO

The Studio function of our application (the “Studio”) allows users to access and utilize certain features to create their own designs and branding to be applied to SPAARKD 's signature Products. SPAARKD will then market, promote and sell your Bespoke Products to consumer customers on the Website. Initially, access to these features will be limited to creators who are invited by SPAARKD and is not yet available to all users of the Website.

 

3. SUBSCRIPTION TO CREATOR TERMS

By submitting a Registration Form, you offer to subscribe to these Creator Terms. These terms and conditions and all documents referred to herein (“Creator Terms”) shall apply to:

  • - our provision of the Studio Services to you (“you”, “your” or “Creator”); and
  • - the licensing by you to us of your Designs.

 

3.1 Please follow the on-screen prompts on the Website to access the Studio and complete the Registration Form to sign up for a Creator account.

 

3.2 Your completion of the Registration Form constitutes your offer to subscribe to the Studio Services in accordance with these Creator Terms.

 

3.3 Please read these Creator Terms carefully and make sure that you understand them before using the Website or Services. Please note that by using the Services, you agree to be bound by these Creator Terms and Conditions. If you do not accept these Creator Terms and Conditions, you will not be able to use the Services and you should leave the Website immediately. If you continue to use the Website or Services, we will take this as your acceptance of these Creator Terms and Conditions.

 

3.4 Your registration for the Studio Services will only be deemed to have been accepted by SPAARKD and a contract created when we have received your Registration Form and subsequently grant you access to the Studio. This contract will commence on the date on which we grant you access to the Studio and will continue unless and until terminated earlier by either party in accordance with these Creator Terms.

 

3.5 These Creator Terms form part of SPAARKD's Terms and Conditions (the “Terms and Conditions”).

 

3.6 By agreeing to these Creator Terms, you agree to these Creator Terms together with the Terms and Conditions and the Privacy Policy. No other terms are implied by trade, custom, practice or course of dealing.

 

3.7 To the extent there is any inconsistency between the Terms and Conditions and these Creator Terms, these Creator Terms shall prevail.

 

3.8 These Creator Terms are made only in the English language.

 

3.9 When we refer to "in writing" in these Creator Terms, this includes email.

 

3.10 You should print a copy of these Creator Terms or save them to your computer or device for future reference.

 

3.11 Unless expressly stated otherwise, the meanings of all defined terms used in these Creator Terms are detailed in Section 18.

 

4. CHANGES TO THESE CREATOR TERMS

4.1 We may, from time to time, change these Creator Terms to reflect changes in law or best practice, or to deal with additional features which we introduce.

 

4.2 We will give you at least 7 days' notice of any change by sending you an email with details of the change and/or notifying you of a change when you next access the Website. If you do not accept the notified changes, you will not be permitted to continue to use the Website.

 

4.3 Your acceptance of any updates to the Creator Terms is given when you click the "ACCEPT" button when the Creator Terms are presented to you on the Website for your review and acceptance. If you do not accept any changes to the Creator Terms, you are free to terminate these Creator Terms as laid out in Section 13.

 

5. USING THE STUDIO

After we have granted you access to the Studio, you can use the features therein to create your Designs. Please note that the more time, effort, energy that you put into the Website, creating Designs, and promoting your Bespoke Products, the more opportunities and benefits SPAARKD may (at its discretion) offer to you via the Website.

 

5.1 Creating your Designs: Once we have accepted your Registration Form, you will be able to access the Studio Services to create your Designs. You must:

    • - ensure that any and all of your Designs comply with the Global Community Standards as set out in the Terms and Conditions
    • - ensure that your Designs are created in accordance with these Creator Terms; and
    • - without prejudice to the generality of the foregoing, take particular care to ensure that your Designs do not infringe the copyright, trademarks, designs, or any other Intellectual Property Rights of any third parties.

 

5.2 Submitting your Designs: Once you have created your Designs, you will have the option to submit them to SPAARKD on the Website. Please note that once you have submitted your Designs, it may not be possible to make any changes to the Designs. If you need to make change after submitting your Designs, please contact us as soon as possible and will use our reasonable endeavors to accommodate your changes, provided the Bespoke Products have not yet been advertised on the Website. Alternatively, you may want to consider updating or withdrawing the original Design and creating a new Design using the Website.

 

5.3 Once any of your Designs have been submitted to us, we may advertise the relevant Bespoke Product for sale to customers via the Website. Any customers who wish to purchase Bespoke Products will be able to offer to purchase the said products by placing an order via the Website.

 

5.4 Please note that we will not accept or fulfil customer orders for a Bespoke Product and/or manufacture a Bespoke Product unless and until the Minimum Impressions Level has been met or exceeded in respect of that Bespoke Products.

 

5.5. SPAARKD has absolute discretion as to:

  •  - whether we use Designs on Bespoke Products and make those Bespoke Products available for sale on the Website; and
  •  - whether how and to what extent we advertise and promote your Bespoke Products on the Website or through our other marketing channels.

 

5.6 Making your Bespoke Products available for sale: If we decide to make your Bespoke Products available to order via the Website, we will only advertise those Bespoke Products on an order basis for an initial trial period. The duration of the trial period will be determined by SPAARKD and notified to you via the Website from time to time.

  • - If we decide to make your Bespoke Products available for customers to order, we will use reasonable endeavors to make the Bespoke Products available to order via the Website.
  • - When you submit your Designs on the Website, you will be required to propose a Suggested Retail Price. If we decide to make your Bespoke Products available to order, we will use reasonable endeavors to align the Actual Retail Price with your Suggested Retail Price. However, you acknowledge that SPAARKD reserves the right to select an Actual Retail Price which is different to your Suggested Retail Price where we consider that your chosen price will have a detrimental impact on customers' perception of the Products and/or the SPAARKD brand.
  • - The sale of any Bespoke Products by SPAARKD to customers via the Website is carried out by us as principal on our own behalf and not acting as your agent. Any contract for sale of the Bespoke Products is made between us and the individual consumer customer pursuant to the sections of the Terms and Conditions which applies to the sale of Products.

 

5.7 If your Bespoke Product does not meet or exceed the Minimum Impressions Level, we reserve the right to cease advertising such Bespoke Products on the Website at any time. We may continue to advertise Bespoke Products which do not meet or exceed the Minimum Impressions Level for subsequent pre-sale periods (Subsequent Campaigns), but this will be at SPAARKD's sole discretion.

 

5.8 Removing your Bespoke Products: You may notify us of your desire to remove your Bespoke Product from the Website at any time (a Withdrawal Notification). However, where you elect to remove a Bespoke Product from the Website, our rights under Section 13.6 will apply during the Cooling Off Period (as defined below).

  • - Provided your Bespoke Products meet the Minimum Impressions Level during each Subsequent Campaign, we will use reasonable endeavors to continue advertising those products on the Website unless and until you submit a Withdrawal Notification or (if earlier) termination in accordance with these Creator Terms. However, SPAARKD reserves the right to (at its sole discretion) remove a Bespoke Product from the Website at any time if we reasonably consider that continuing to advertise the Bespoke Product is having and/or will have a detrimental impact on customers' perception of the Products and/or the SPAARKD brand. This includes, but is not limited to, if the number of sales of Bespoke Products is consistently low during Subsequent Campaigns. Wherever possible, we will notify you of our intention to remove your Bespoke Product via the Website before we do so and give you the opportunity to rectify any issues that we have identified in our notice.

 

6. YOUR OBLIGATIONS AS A CREATOR

6.1 You warrant that:         

  • - you are 18 years of age or older;
  • - you are and will remain for the period of the engagement:
    • (i) an individual habitually resident in a qualifying country (within the meaning of the Copyright Designs and Patents Act 1988 (as amended)), or
    • (ii) a body corporate or other body having legal personality which:
      • - is formed under the law of a part of the United Kingdom or another qualifying country, and
      • - has in any qualifying country a place of business at which substantial business activity is carried on;
  • - you have the legal capacity and are free contractually, to enter into these Creator Terms;
  • - you fully understand the nature, function and brand image of the Products prior to your acceptance of these Creator Terms;
  • - you are the sole legal and beneficial owner of, and own all the rights and interests (including, but not limited to the Intellectual Property Rights) in, the Designs;
  • - any Designs will be wholly original to you (save to the extent that it incorporates any SPAARKD Materials) and will not infringe the copyright, trademarks or any other rights (including, without limitation, the Intellectual Property Rights) of any third party;
  • - as far as you are aware, exploitation of the Intellectual Property Rights in the Designs by SPAARKD (including, but not limited to, in manufacturing the Bespoke Products) will not infringe the rights of any third party;
  • - you are unaware of any infringement or likely infringement of any of the Intellectual Property Rights in the Designs;
  • - the Designs will not contain any defamatory matter nor breach any contract or law nor breach any duty of confidentiality, infringe any copyright or rights of any data subjects under Data Protection Laws nor constitute contempt of court or obscenity;
  • - the Designs will conform to the Global Community Standards as set out below; and
  • - in the course of your use of the Studio Services, you will not do anything which (in our reasonable opinion) would prejudice the goodwill or reputation of SPAARKD, our brand image or our Products.

 

6.2 You acknowledge and agree that:

  • - we do not warrant or guarantee that our advertisement of Bespoke Products on the Website will be error-free;
  • - we do not warrant or guarantee that advertisement of your Bespoke Products on the Website will result in the sale of any Bespoke Products to our customers, or will result in any Royalty becoming payable to you;
  • - we do not guarantee that we will be able to meet the Requested Launch Date and reserve the right to postpone the launch date of your Bespoke Products depending on our manufacturing and fulfilment capabilities;
  • - your use of the Studio Services is non-exclusive, and we shall be entitled, in our discretion, to provide services to third parties and other Creators which are the same as or similar to the Studio Services we provide to you, worldwide at any time;
  • - we do not warrant or guarantee that other third parties using the Studio Services will not create Designs and/or Bespoke Products which compete with your Bespoke Products, nor that we will prevent such products from being advertised and sold via the Website;
  • - SPAARKD has sole discretion as to the look, feel and content of the Website, and of any advertisement or promotion of the Bespoke Products, including (but not limited to) the inclusion, omission, positioning, location and all other aspects of presentation of the Bespoke Products on the Website and/or any other advertisement or promotion of the Bespoke Products via any of SPAARKD's marketing channels;
  • - we have the right in our sole discretion to remove any advertisement of Bespoke Products or any information about you from the Website, at any time;
  • - you must promptly pass on to SPAARKD any complaints you receive about the Products or any questions or comments you receive in relation to the Products which requires a response not covered in any materials that we have provided to you; and
  • - you should not make any claims as to the properties, functionality or other qualities of the Products other than those authorized by SPAARKD and/or set out in any SPAARKD Materials.

 

6.3 We encourage our Creators to promote and advertise the Bespoke Products on their own social media channels (including, but not limited to, TikTok, YouTube, Instagram, and Facebook). However, when posting on your social media accounts or otherwise promoting the Bespoke Products, Products and/or the Website, you:

  • - acknowledge and agree that you will be acting as principal and not as an agent or service provider on behalf of SPAARKD;
  • - warrant that you will at all times comply with the Advertising Rules (including, but not limited to, the Advertising Standards Authority's 'Influencers' guide to making clear that ads are ads');
  • - must not do anything which is likely to bring SPAARKD, our brand image or our Products, into disrepute;
  • - undertake to notify us immediately if you receive any complaint, notice or communication in respect of any breach of the Advertising Rules relating to such posts or promotion; and
  • - must ensure that your biography on all your social media accounts accurately reflects your association with SPAARKD.

 

7. STUDIO SERVICES

7.1 While you comply with these Creator Terms, we grant you a non-exclusive, non-transferable, personal, revocable, limited license to access and/or use the Studio Services (but not any related object and source code) for your own personal use, in each case provided that such use is in accordance with these Creator Terms.

 

7.2 You acknowledge and agree that:

  • - the Studio Services have not been developed to meet your individual requirements and we do not warrant of represent that the Studio Services will meet those requirements;
  • - we do not warrant that your use of the Studio Services will be error-free;
  • - without prejudice to our rights to make changes to, suspend and withdraw access to the Website under the Terms and Conditions, we do not guarantee that the Studio Services will always be available or uninterrupted;
  • - the Studio Services do not include the provision of a mobile device, other information technology equipment and/or internet connectivity and we will not be liable for any costs related to your procurement of such equipment and/or connections;
  • - we make no representations, warranties or guarantees, whether express or implied, that information contained in the Studio Services and/or provided to you in respect of the Studio Services (including, but not limited to, statistics and other information relating to advertisement and sales of your Bespoke Goods) is accurate, complete or up to date; and
  • - the information available on the Website and the Studio Services do not offer advice on which you should rely, and you must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the Website or the Studio Services.

 

7.3 Please note that we may suspend or withdraw or restrict the availability of all or any part of the Studio Services at any time for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

 

8. INTELLECTUAL PROPERTY RIGHTS

8.1 You acknowledge and agree that the SPAARKD Background Rights shall remain our property. Nothing in these Creator Terms shall affect the ownership of any such SPAARKD Background Rights.

 

8.2 Without prejudice to the generality of Section 8.1, nothing in these Creator Terms shall be deemed to have assigned and/or granted any license to the SPAARKD Marks. Any and all uses of the SPAARKD Marks shall be in accordance with any SPAARKD brand guidelines (notified to you on the Website and as we may amend from time to time) or otherwise subject to our prior written consent (at our sole discretion).

 

8.3 We hereby grant to you a royalty-free, non-exclusive license (which is not capable of sub-licensing) to use the SPAARKD Background Rights for as long as you have the right to use the Studio Services solely to allow you to receive the benefit of the Studio Services in accordance with these Creator Terms.

 

8.4 We agree that you shall be the exclusive owner of any and all Intellectual Property Rights in the Designs and ownership of such Intellectual Property Rights shall vest automatically in you, expressly excluding to the extent the Designs comprise any SPAARKD Background Rights. We agree that we will not apply for registration of any Intellectual Property Rights (including, but not limited to, registration of any trademarks) subsisting in any of your Designs.

 

8.5 You hereby grant to SPAARKD an irrevocable, royalty free, non-exclusive, worldwide license (including a right to sub-license to third parties at all levels) to use and exploit the Designs until such time as SPAARKD no longer requires the license to provide the Studio Services or otherwise in accordance with these Creator Terms, for all purposes, including (but not limited to):

  • - designing, developing and manufacturing the Bespoke Products;
  • - marketing, promoting or selling Products on any sales channel used by SPAARKD, including (but not limited to) on the Website;
  • - announcing and publicizing, in all media, your association with, and provision of the Services to, SPAARKD and in connection with any use of the Designs; and
  • - archiving purposes, training, and other internal and not primary advertising purposes.

 

8.6 You hereby grant to SPAARKD an irrevocable, royalty-free, non-exclusive, worldwide license (with the right to sub-license to any agency or third-party supplier engaged by SPAARKD for the purposes of the manufacturing, sale, promotion, and marketing of Products) to the Creator Property until such time as SPAARKD no longer requires the license to provide the Studio Services to you pursuant to these Creator Terms, for the purposes of:

  • - announcing and publicizing, in all media, your association with, and provision of the Services to, SPAARKD and in connection with any use of the Designs;
  • - marketing, promoting, and selling the Products on any sales channel used by SPAARKD, including (but not limited to) on the Website; and
  • - investor communications, archiving purposes, training, and other internal and not primary advertising purposes,

provided that no such use shall suggest that you endorse any commercial products or services other than your Bespoke Products. We agree that all Intellectual Property Rights in the Creator Property shall remain your exclusive property.

 

8.7 You acknowledge that the use of any third parties' Intellectual Property Rights (Third Party IPR) in your use of the Studio Services and creation of your Designs requires you to have first obtained written permission from the relevant third party together with the rights to sub-license or grant such rights to SPAARKD (Third Party Consents).

 

8.8 You warrant that you have obtained all Third-Party Consents prior to incorporating any Third Party IPR in your Designs.

 

8.9 You agree to do such all acts and execute such documents as we may reasonably require confirming to SPAARKD or (as appropriate) its successors in title and licensees the Intellectual Property Rights granted or purported to be granted by you to us under these Creator Terms.

 

8.10 No license to use Intellectual Property Rights is granted or implied in these Creator Terms except the rights explicitly stated in these Creator Terms.

 

9. POPULAR DESIGNS

9.1 We acknowledge that your Designs may prove to be very popular with our customers and show potential for further exploitation and development out with the parameters of the Studio Services and the Website. Whilst you have every right to approach third parties to discuss potential exploitation and development of your Designs (pursuant to Section 8.4), SPAARKD are always to open to discussions with our Creators around taking your brand and creations to the next level using our innovative and responsible material technologies – we would love to hear from you with any great ideas that you might have. Please feel free to contact us to discuss potential projects and a closer working relationship relating to your Designs.

 

9.2 IMPORTANT: If you exploit or develop your Designs with any third parties (or enter into negotiations with third parties relating to potential exploitation and development) and we consider that such activities are likely to prejudice the goodwill or reputation of SPAARKD, our brand image or our Products, we reserve the right to terminate these Creator Terms and your access to the Studio Services with immediate effect.

 

10. PAYMENT AND ROYALTIES

10.1 We shall pay to you a Royalty of the Net Sales Price of each Bespoke Product that is sold by SPAARKD to a customer on the Website. We will make one single payment to you in arrears for any Royalties payable across all of your Bespoke Products which are sold on the Website during a calendar month within sixty (60) days after the last day of the relevant month.

 

10.2 Unless you have agreed a higher percentage with SPAARKD in writing, the percentage of Royalty payable to you shall be specified on the Website at the time of submitting your Registration Form.

 

10.3 You acknowledge that you will not receive any Royalties in respect of orders for Bespoke Products cancelled by customers under applicable consumer laws, including (without limitation) under the Consumer Contracts Regulations 2013.

 

10.4 Royalties and other sums payable under these Creator Terms are exclusive of VAT (or similar tax) and shall be paid free and clear of all deductions and withholdings whatsoever unless the deduction or withholding is required by law.

 

10.5 Royalties and any other sums payable under these Creator Terms shall be paid to a Stripe account to be designated to us in writing by you via the Website. Payment will be made through our nominated third-party payments provider (Stripe). You are responsible for ensuring that we are, at all times, notified of your accurate and up-to-date bank (Stripe) details.

 

10.6 You will reimburse any charges or administrative costs levied by your bank in relation to any payments we make to you, and any charges or costs we incur as a consequence of any error in the bank details you provide to us, or your failure to notify us of any changes.

 

10.7 We take all reasonable care to ensure that the information contained in the Website relating to Royalties is complete and accurate in all material respects. However, as we sell a large number of Products through the Website, it is always possible that despite our reasonable care, there may be errors or inaccuracies. If we discover an error or inaccuracy in the said information, we will contact you in writing and make payment of any additional Royalty in accordance with Section 10.1.

 

10.8 If we mistakenly process payment of Royalties where an error in calculation is obvious and unmistakable and could reasonably have been recognized by you as an error, we shall be entitled to terminate these Creator Terms and your access to the Studio Services and/or the Website immediately without prejudice to other remedies hereunder.

 

11. PROVISION OF PRODUCTS TO CREATOR

We may, from time to time and upon request from you, provide any number of sample Bespoke Products to you as we may determine for the purposes of your promotion and advertising of your Bespoke Products. For the avoidance of any doubt, the supply of any such sample Products shall be at our sole discretion.

 

12. LIMITATION OF LIABILITY

12.1 We are responsible to you for the foreseeable loss and damage caused by us. If we fail to comply with these Creator Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these Creator Terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these Creator Terms, both we and you knew it might happen.

 

12.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors or for fraud or fraudulent misrepresentation.

 

12.3 We are not liable for business losses. If you use the Studio Services for any commercial, business or resale purpose, we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

 

12.4 We are not responsible for any infringement of Intellectual Property Rights caused by you, including but not limited to design rights, copyrights, trademarks of any third parties, or any lawsuits as a result of infringing these Intellectual Property Rights. SPAARD does not trademark your brand name or logo, nor do we establish a legal entity on your behalf.

 

12.5 Please back up content and data used with the Studio Services. We recommend that you back up any content and data used in connection with the Studio Services to protect yourself in case of problems with the Website or the Studio Services.

 

12.6 We are also not responsible for failure to meet any of our obligations under the Creator Terms where such failure is due to events beyond our reasonable control.

 

12.7 The use of the Studio Services and/or its contents is at your own risk. The contents of the Studio Services could include technical inaccuracies or typographical errors.

 

12.8 Nothing in these Creator Terms is intended to affect or limit your rights under the law. For more information about your rights contact your local Citizens Advice Bureau or Trading Standards Bureau.

 

13. TERMINATION

13.1 We can terminate these Creator Terms or stop providing any of the Studio Services at any time and for any reason. We may also change, suspend, terminate, or discontinue any aspect of the Studio Services including availability of certain features at any time and for any reason. Where possible, we will endeavor to give you notice before doing so.

 

13.2 You can terminate these Creator Terms insofar as they are applicable to you for any reason by giving us immediate notice. You can provide us with such notice by deleting your Creator account via the Website.

 

13.3 In addition, either party may terminate these Creator Terms immediately if the other is breaching any of its responsibilities under these Creator Terms (including your restrictions under Section 6).

 

13.4 On any termination of these Creator Terms, your right to use the Studio Services will cease and we may terminate your access to and use of the Studio Services and invalidate all or any relevant access details.

 

13.5 Termination for whatever reason of these Creator Terms, will not affect:

  • - any rights, liabilities or obligations which accrued before such termination;
  • - any of these Creator Terms that are intended to continue to have effect after such termination; and
  • - without prejudice to the generality of the foregoing, any and all Intellectual Property Rights granted to SPAARKD under these Creator Terms (including, but not limited to) those granted under Section 8 above.

 

13.6 On termination or expiry of these Creator Terms and/or upon receipt of a Withdrawal Notice from you:

 

13.6.1 We will be entitled to continue advertising and selling any relevant Bespoke Products for a further period of 3 (three) months after the date of termination or the date on which we receive your Withdrawal Notification (the Cooling Off Period) for the purposes of:

  • - fulfilling any customer orders for the Bespoke Products which were placed and accepted by us prior to the date of your Withdrawal Notice; and
  • - selling Bespoke Products were already in production immediately prior to your Withdrawal Notification for a period, and

Upon expiry of the Cooling Off Period, we will cease to advertise or sell your Bespoke Products on the Website; and

 

13.6.2 If there are any remaining stocks of your Bespoke Products after the Cooling Off Period, you hereby authorize us to:

  • - donate those Bespoke Products to a charity (or other charitable organization) of our choice; and/or
  • - subject to agreement between us in writing, sell those Bespoke Products to a third party.

 

13.7 On termination or expiry of these Creator Terms (but for the avoidance of doubt, not upon receipt of any Withdrawal Notice):

 

13.8 Upon our request, you shall cease to associate yourself with us and remove references to SPAARKD and the Products from any social media profiles and, to the extent so requested by us, any past social media posts over which you have control, save that this Section shall not be deemed to prevent you from continuing to use the Website as a regular customer and user under the Terms and Conditions;

 

13.9 Neither party shall have any further obligation to the other under these Creator Terms except as expressly provided in these Creator Terms; and

 

13.10 IMPORTANT: You will cease to have access to all your data which is stored and has been created using the Website and the Studio Services (including your Designs) and we will delete all data other than the provided name and order history immediately upon termination or expiry of your account. If you require a copy of your data, contact us before terminating your account and we will provide you with one (1) copy of the then most recent backup of the said data. We will use our reasonable endeavors to deliver the back-up to you within thirty (30) days of our receipt of such a written request from you.

 

14. PRIVACY POLICY

Further information on how we process your personal data (as an individual Creator) is contained in the Privacy Policy.

 

SPAARKD wishes to ensure that the personal data it holds remains as accurate as possible. You shall inform us as soon as reasonably practicable of any changes to your personal data to the extent necessary for the purposes of these Creator Terms.

 

15. GOVERNING LAW AND JURISDICTION

These Creator Terms, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

 

You can bring legal proceedings in respect of the Creator Terms in the English courts.

 

16. ADDITIONAL IMPORTANT INFORMATION

Each of the sections of these Creator Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining sections will remain in full force and effect.

 

Even if we delay in enforcing these Creator Terms, we can still enforce them later. If we do not insist immediately that you do anything you are required to do under these Creator Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

 

17. THIRD-PARTY RIGHTS AND DEALINGS

A person who is not a party to these Creator Terms will not have any right to enforce its terms.

We may at any time transfer or deal in any other manner with all or any of our rights or obligations under these Creator Terms, but you may not do so without our prior written consent.

 

18. DEFINITIONS

The following terms have the following meanings in these Creator Terms:

 

Actual Launch Date: The date on which SPAARKD first advertises the Bespoke Products for customers to order on the Website

Actual Retail Price: The actual price at which SPAARKD advertises the Bespoke Products for sale to customers on the Website inclusive of any value added tax and any other government taxes, as may be amended by SPAARKD from time to time;

Advertising Regulator: Any regulator, regulatory or self-regulatory body in the UK applicable to your endorsement of the Products and Bespoke Products (including any advertising) (e.g., in the UK, Office of Communications (OfCom), the Committee of Advertising Practice (CAP), the Advertising Standards Authority (ASA), the Institute of Promotional Marketing and the Competition and Markets Authority (CMA));

Advertising Rules: Any present or future code of practice, adjudication, decision, direction or rule of any Advertising Regulator and includes any modifications, amendments or extensions thereof in force from time to time (e.g., in the UK, the Code of Advertising Practice);

Bespoke Products: Products which have been customized to incorporate your Designs and to be sold, marketed and promoted to customers on the Website;

Creator Property: the professional name, approved signature, autograph, likeness, image, slogans, logos, trade names, personality, voice endorsement and other characteristics of the Creator or used by the Creator for the purposes of the Creator's brand and/or business activities (whether existing as at the date of acceptance of these Creator Terms or at any time thereafter) and any Intellectual Property Rights that may subsist therein;

Data Protection Laws: The Data Protection Act 2018, the UK GDPR, the GDPR, the Data Protection Directive (95/46/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws relating to the processing of personal data (as defined in the UK GDPR) and privacy if and to the extent applicable;

Designs: Any and all logos, artwork, photographs, illustrations, drawings, designs, images, content and or other materials (in whatever form) produced by you using the Studio Services with the intention of applying those materials to Products in any and all media whether now known or invented in the future;

GDPR: The General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law and to the extent that the GDPR does not apply to processing of personal data by either of the Parties, if and to the extent applicable;

Global Community Standards: SPAARKD 's Global Community Standards: SPAARKD is a global collective of one heart and many hands – please refer to the Terms and Conditions for additional details.

Intellectual Property Rights: All intellectual property rights, including trademarks, goodwill, database rights, image rights, rights in designs, performers' rights, copyrights (whether or not any of these rights are registered, and including applications and the right to apply for registration of any such rights) and all confidential information and other proprietary knowledge and information and all rights (including neighboring rights) and forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world, in each case for their full term, and together with any renewals or extension;

Minimum Impressions Level: The minimum number of times in which users of the Website actively engage with your Bespoke Products (including through 'likes') on the Website (as notified by us to you via the Website from time to time) which must be met or exceeded in order for SPAARKD to: (1) advertise your Bespoke Products; and (2) if any orders are placed by customers via the Website, proceed to production of those Bespoke Products;

Net Sales Price: The actual retail price invoiced to a customer in an arm's-length transaction relating to the sale of the relevant Bespoke Product, less, to the extent applicable: (1) any value added tax and any other government taxes, duties or levies; and (2) any donations to be made by SPAARKD to charitable organizations which have been agreed with the customer;

SPAARKD Background Rights: Any Intellectual Property Rights which we provide to you (whether before on or after the date on which these Creator Terms take effect) and which have been created other than in the course of the Studio Services, including (but not limited to): (1) the SPAARKD Materials; (2) the SPAARKD Marks; (3) the Products (to the extent such Products are not Bespoke Products); and (4) the Bespoke Products (but excluding the extent to which they incorporate the Designs);

SPAARKD Marks: All logos, trade names and trademarks (whether registered or unregistered) owned or licensed by SPAARKD and used by us in the course of our business activities and/or on the Website;

SPAARKD Materials: Any data, equipment, computer systems, software, documents, copy, Intellectual Property Rights, artwork, logos and any other materials or information owned by or licensed to SPAARKD and which are provided to you, including (but not limited to): (i) any materials specified as SPAARKD Materials by us; and (ii) any Intellectual Property Rights in the Website and the Studio Services;

Products: Any data, equipment, computer systems, software, documents, copy, Intellectual Property Rights, artwork, logos and any other materials or information owned by or licensed to SPAARKD and which are provided to you, including (but not limited to): (i) any materials specified as SPAARKD Materials by us; and (ii) any Intellectual Property Rights in the Website and the Studio Services;

Registration Form: The registration form which you will be prompted to complete and submit to SPAARKD via the Website when you register for a Creator account which allows you to access and use the Studio Services;

Royalties: The royalties to be paid to you in accordance with Section 9;

Selected Launch Date: the launch date on the Website when you submit your Designs to SPAARKD;

Studio Services: Functionality and facilities available on the Studio which allows Creators to design, develop and create Designs for reproduction on Products to be made available by for sale to customers via the Website

Suggested Retail Price: The retail price at which you suggest we sell the Bespoke Products when submitting your Designs to us on the Website, subject to minimum prices and maximum prices that we may detail on the Website (as we may amend from time to time); and

UK GDPR: Has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

 

Last updated: 23 May 2023

Related to