Effective Date: 10/03/2025

1) Parties; Business Use Only; Relationship to Holding Company

1.1 Parties. These Terms of Service (the “Terms”) are between Spark Leads, LLC (“Spark Leads,” “we,” “us,” “our”) and the entity or person identified in an order form, invoice, proposal, checkout, or sign-up (“Client,” “you”).

1.2 Business Use Only. Client represents it is entering these Terms for commercial purposes and not as a consumer.

1.3 Affiliates / Beneficiaries. Monarch Bay Capital, LLC (a Wyoming holding company) and Spark Leads’ affiliates, owners, managers, employees, contractors, and agents are intended third‑party beneficiaries and may enforce these Terms directly.

2) Services; Scope; Changes

2.1 Services. We provide short‑form content strategy and production, Instagram bookings/DM automation, attribution/reporting, paid amplification, and related advisory (the “Services”). The exact scope appears in a written Order (email, invoice, proposal, checkout, or statement of work).

2.2 Offer Pillars. Unless otherwise agreed, Services may include: Spark Signal (IG profile/audit/visual direction/compliance), Spark Concierge (automated IG DM funnels with selective human escalation), Spark Lift (undisclosed paid amplification of winning content), Spark Ledger (weekly reporting & reconciliation), and Spark Standard (anti‑gaming rules, intake discipline, scalability controls).

2.3 Content Capture & Filming. Spark may film or capture content at our discretion to support performance. Clients purchasing Spark Creator options receive (a) the ability to select preferred filming days, (b) more dedicated on‑site creator time, and (c) increased focus on tailored content. The benefit is flexibility and choice, with additional time and attention compared to standard engagements.

2.4 Pre‑Approval Execution & Guardrails. Client sets brand guardrails during onboarding (tone, do/don’t list, compliance rules). After guardrails are approved, Spark executes without ongoing content approvals. Client may request adjustments prospectively.

2.5 Change Management. We may make minor adjustments to improve performance; material scope changes require a written change order and may affect fees/timelines.

2.6 Client Testing Window. Client must test all automations, links, calendars, and integrations before go‑live and promptly report issues.

3) Client Responsibilities

3.1 Access & Content. Client will furnish timely access to accounts, brand assets, offers, calendars, inventory, and accurate business data (including revenue, CAC, and LTV).

3.2 Compliance. Client is solely responsible for the truthfulness and legality of claims about its products/services and for complying with laws, platform rules, FTC endorsement/advertising guidelines, sweepstakes/contest laws, and privacy requirements (including any medical/legal compliance applicable to aesthetic/clinical services).

3.3 No Circumvention. During the Term and for 12 months thereafter, Client will not solicit Spark Leads’ personnel for independent services without our written consent.

3.4 Truth & Transparency Warranty. Client represents and warrants that all information provided to Spark Leads (including historical marketing practices and any use of Inauthentic Activity as defined in §9) is true, accurate, and complete and will promptly update Spark Leads if facts change. Any misrepresentation or omission is a material breach.

4) Fees; Billing; Setup & Admin; Taxes; Late Payment

4.1 Access & Add‑On Fees. Unless stated otherwise in the Order, recurring Service access fees are billed in advance, auto‑debited on the billing cadence specified in the Order. Per‑booking “Show” fees and add‑ons are billed monthly in arrears. Ads and third‑party costs are separate unless expressly included in the Order.

4.2 Required Setup Fee (Monthly Services). For any Service that renews monthly, a one‑time Setup Fee equal to ten percent (10%) of the first billing term’s base access amount is charged at onboarding. The Setup Fee covers onboarding, integrations, guardrails, and initial buildout.

4.3 Admin Fee (All Offers). All Offers—one‑time, monthly, or annual—incur a three percent (3%) Admin Fee applied to Service fees on each invoice to cover payment processing, platform orchestration, and compliance overhead.

4.4 Late Fees. Overdue amounts accrue 1.5% per month (or the maximum lawful rate) plus $35 per failed/returned payment. We may suspend Services and withhold deliverables until paid.

4.5 Chargebacks. Unwarranted chargebacks are a material breach. Client will reimburse processor fees plus a $250 admin fee per disputed transaction.

4.6 Taxes. Fees are exclusive of taxes; Client is responsible for all applicable taxes.

5) Client‑Action‑Based Guarantee (If Stated in Order)

5.1 Structure. Certain Offers may include a guarantee described in the Order. All guarantees are client‑action‑based and depend on Client completing the prerequisites listed for that Offer.

5.2 Prerequisites (Inputs). Typical prerequisites include: (a) approve guardrails/onboarding inputs within 48 hours; (b) maintain open Calendly/booking hours and sufficient availability; (c) post or allow posting/placement as directed; (d) keep DMs/automations live; (e) respond to inbound leads within 2 business hours during business hours; (f) uphold pricing/incentives as represented; and (g) provide requested performance data. Any Inauthentic Activity (§9) or misrepresentation (§3.4) voids the guarantee.

5.3 Evidence Logging. Completion of prerequisites is logged in Trello/CRM/workflow logs and by platform metadata. Failure to provide evidence upon request voids eligibility.

5.4 Remedies. If Client completes the prerequisites and we fail to deliver the promised system/asset/service defined in the Offer, we will honor one of the following at our option: (i) optimization sprint or extended management at no cost; (ii) fee credit; (iii) bonus deliverable; or (iv) refund of Service fees (excluding ads/third‑party spend) if Client insists. No other refunds.

6) Intellectual Property; Licenses; Portfolio Rights

6.1 Work‑Product Ownership. Until paid in full, all drafts and final assets are owned by Spark Leads. Upon full payment, we grant Client a non‑exclusive, perpetual license to use final deliverables for its own business marketing, excluding our underlying tools, templates, know‑how, and pre‑existing materials.

6.2 Client Content License. Client grants us a license to use Client’s marks, content, and accounts to perform the Services.

6.3 Portfolio / Publicity. We may use Client’s name, marks, and non‑confidential results in case studies, portfolios, ads, and pitches. Client may request an opt‑out; if we agree, a buy‑out fee may apply to replace published materials.

7) Confidentiality (NDA) — with Liquidated Damages

7.1 Definition. “Confidential Information” means non‑public information disclosed by Spark Leads or its affiliates (including strategies, scripts, automations, lead sources, business terms, playbooks, systems, templates, prompts, vendor lists, financials, pricing methodologies, and any information marked or reasonably understood as confidential).

7.2 Use/Disclosure. Client will: (a) use Confidential Information only to receive the Services; (b) restrict access to employees/contractors under written obligations at least as protective; and (c) not disclose to third parties without our written consent.

7.3 Exclusions. Information that is or becomes public through no breach; already known without duty; independently developed; or rightfully received from a third party without duty.

7.4 Injunctive Relief. Any breach threatens irreparable harm; we may obtain temporary, preliminary, and permanent injunctive relief without bond.

7.5 Liquidated Damages (NDA). Client agrees the reasonable pre‑estimate of harm from an unauthorized disclosure is: $10,000 per Unauthorized Disclosure Event, plus $1,000 per day for each day the breach continues after written notice (a fair forecast of harm, not a penalty).

8) Non‑Disparagement — with Liquidated Damages and Takedown

8.1 Covenant. During the Term and for 24 months thereafter, Client will not make, publish, or encourage false, misleading, or disparaging statements about Spark Leads, its affiliates, or personnel, including on social media, reviews, or forums. Good‑faith communications to regulators/law enforcement under legal duty are excluded.

8.2 Cure / Takedown. Upon our written notice, Client has 24 hours to remove or correct content and to post a mutually approved clarification if requested.

8.3 Liquidated Damages (Non‑Disparagement). For each Unique Publication (each post, review, comment, upload, or distribution channel), Client agrees to pay $2,500 plus $500 per calendar day the content remains public after the 24‑hour cure window (a reasonable pre‑estimate of reputational harm and enforcement costs, not a penalty).

8.4 Platform Authorization. Client authorizes us to submit takedown requests on Client’s behalf and agrees to cooperate with evidence preservation.

9) Platforms, Authenticity, and Inauthentic Activity (Zero‑Tolerance)

9.1 No Affiliation. We are not affiliated with Meta/Instagram/TikTok/YouTube/etc. Services are subject to platform rules and availability.

9.2 Authenticity Only. We do not procure or tolerate inauthentic engagement (including purchased/farmed/botted followers, likes, comments, views, watch time, story views, “engagement pods,” loop giveaways designed to inflate metrics, follow/unfollow ladders, mass DM spam, or any tactic that violates platform rules) (collectively, “Inauthentic Activity”).

9.3 Client Disclosure (Past & Present). Prior to onboarding and continuously during the Term, Client must fully and accurately disclose any past or present Inauthentic Activity on any accounts we touch, including dates, vendors, budgets, and affected handles.

9.4 Verification & Audit. On request, Client will provide read‑only analytics access, order receipts, invoices, screenshots, and reasonable cooperation for verification. Failure to cooperate within 3 business days is a material breach.

9.5 Immediate Suspension; No Refunds. If we reasonably suspect or confirm Inauthentic Activity, we may suspend or terminate Services immediately. Where Inauthentic Activity occurred, or Client concealed it, all fees are non‑refundable; any guarantee (§5) is void.

9.6 Cleanup & Remediation. At our option, we may (but are not obligated to) attempt remediation (audits, purges, reporting, reputation repair) at our then‑current rates.

9.7 Liquidated Damages (Integrity Breach). For (i) undisclosed Inauthentic Activity, or (ii) false attestation under Addendum C, Client will pay $5,000 per Affected Account plus $500 per day after written notice until full disclosure and access are provided (reasonable pre‑estimate of investigative/remediation costs).

9.8 Indemnity. Client will defend and indemnify Spark Leads and beneficiaries from claims, fines, platform actions, or losses arising from Client’s Inauthentic Activity or concealment.

10) Term; Termination; Suspension

10.1 Term. Month‑to‑month unless otherwise stated in the Order.

10.2 Our Termination for Convenience. We may terminate at any time, for any reason or no reason, effective on notice. For convenience terminations not involving breach or risk triggers, any refund is at our sole discretion (pro‑rata refunds are not guaranteed).

10.3 Termination/Suspension for Cause. We may terminate or suspend immediately for: nonpayment; breach (including §§7–9 and §14A); abusive conduct; illegal activity; platform risk; security compromise; or reputational risk in our reasonable judgment. No refunds for cause.

10.4 Client Termination. Client may terminate at the end of a billing cycle with 30 days’ written notice before renewal (supersedes any inconsistent public‑facing language). Fees due for Shows prior to termination remain payable.

10.5 Effect. Fees paid are non‑refundable except as expressly stated in §5. Upon termination, Client must cease use of draft materials and our tools; accrued obligations survive.

11) Representations; Warranties; Disclaimers

11.1 Client Reps. Client owns or has rights to all materials supplied; Client’s offers are lawful; and Client will honor quoted prices, availability, booking/deposit policies, and disclosures.

11.2 Services “AS IS.” Except as expressly stated, the Services and deliverables are provided “AS IS” without warranties of merchantability, fitness for a particular purpose, non‑infringement, or error‑free/particular results.

11.3 No Professional Advice. We do not provide legal, tax, medical, or financial advice.

12) Indemnification

12.1 By Client. Client will defend, indemnify, and hold harmless Spark Leads and beneficiaries from claims, losses, and costs (including attorneys’ fees) arising out of: (a) Client content, products, services, offers, or promotions; (b) alleged false advertising or regulatory issues related to Client; (c) Client’s breach of these Terms; or (d) misuse of platforms or data.

12.2 Procedure. We will give prompt notice; Client will control the defense; we may participate with our own counsel at our expense.

13) Limitation of Liability

13.1 Damages Cap. To the maximum extent permitted by law, Spark Leads’ total liability for all claims in the aggregate is limited to the fees paid by Client to Spark Leads in the three (3) months preceding the event giving rise to liability.

13.2 Excluded Damages. No indirect, incidental, special, punitive, exemplary, or consequential damages; no lost profits, revenue, goodwill, or data, even if advised of the possibility.

13.3 Carve‑Outs. The cap/exclusions do not limit Client’s payment obligations or our rights and remedies for NDA and non‑disparagement breaches, willful misconduct against us, or infringement/misuse of our IP.

14) Data; Privacy; Security

14.1 Data Handling. We are not a HIPAA Business Associate and do not process protected health information (PHI). Do not provide PHI.

14.2 Personal Data. If Client shares personal data of its customers/leads, Client represents it has a lawful basis and all required notices/consents. On request, parties will execute a simple Data Processing Addendum.

14.3 Security. We use commercially reasonable safeguards but cannot guarantee absolute security.

14A) Account Security, Compromise & Incident Response

14A.1 Security Is Client’s Responsibility. Client is solely responsible for security of its accounts, devices, and networks (including enabling MFA, rotating passwords, limiting admin access, and revoking ex‑employee access).

14A.2 No PHI. Do not transmit PHI to us or through platforms.

14A.3 Prompt Notice of Compromise. Client must notify us within 24 hours of any suspected or actual compromise (hacked accounts, SIM swap, credential leak, malware, rogue admin).

14A.4 Our Safe‑Mode Rights. Upon suspected compromise, we may suspend campaigns, disconnect automations, reset tokens, rotate keys, and require re‑authentication or new admin roles.

14A.5 No Liability for Client Compromise. We are not liable for losses, downtime, shadowbans, platform actions, or damages arising from any compromise of Client’s systems or accounts not caused by our willful misconduct.

14A.6 Forensic Cooperation; Costs. Client will cooperate in any forensic review and platform recovery. Extra time spent on incident response is billable at our then‑current rates.

14A.7 Indemnity (Security). Client will defend and indemnify us from third‑party claims and platform actions arising from a compromise of Client’s accounts or systems not caused by our willful misconduct.

15) Operational Model; Attribution; Credits; Pricing (Incorporated)

15.1 Entry Points & Booking Flow. IG bio links, Highlights, DM conversations (automated via ManyChat), and IG‑specific phone lines may be used; bookings are placed by calendar integration or staff‑assisted scheduling. Each booking receives a unique event identifier; only bookings with that identifier count for billing and credit purposes. Deposit‑backed Tier A bookings require deposit verification via the client’s processor/integration; Spark does not handle client funds directly.

15.2 Arrived Tap; Show Validation. “Show” status is validated by calendar check‑in or staff using Spark’s secure, single‑use Arrived link embedded with appointment identifier and timestamp; device/IP are logged. Window: 10 minutes before to 3 hours after the scheduled time. If not tapped in window, no credits issue.

15.3 Attribution Rules; Anti‑Gaming. All IG links carry UTM parameters and unique calendar tags. Walk‑ins/phone bookings must be tied to the tracked IG phone lines or links to count. Immutable identifiers, edit locks, spot audits, and prohibited practices apply.

15.4 Spark Ledger; Disputes; Edit Lock. Weekly Spark Ledger shows bookings, shows, Client Credits/Brand Credits, attribution breakdown, conversion rates, and flagged anomalies. Client has 5 business days to dispute with evidence; after that, the ledger is final for billing. “Show” status locks 72 hours after appointment; edits after lock are excluded from the current cycle.

15.5 Per‑Booking Fees. Tier A (deposit‑backed): $300 per Show; Tier B (non‑deposit): $200 per Show; billed monthly in arrears from the Spark Ledger.

15.6 Credit Program. Client Credit ($100 for Tier A; $50 for Tier B) issued to arriving customers; redeemable only via IG booking flows; single‑use, non‑transferable, expires in 60 days, minimum service threshold applies, not redeemable for deposits/products/gift cards, max 2 active credits per customer, one redemption per visit. Brand Credit ($100 for Tier A; $50 for Tier B) applies to the next Spark invoice; rolls forward 90 days; no cash value. Credits auto‑revoke if service not performed within 24 hours or rescheduled within 7 days.

15.7 Access Fee Tiers (No Public Pricing). We offer tiered Access options sized to booking volume and support level (e.g., Core, Growth, Scale, and executive‑level models). Direct prices are intentionally omitted from these Terms and will be specified in the Order. Soft caps and operational limits may apply and will be defined in the Order.

15.8 Promotions & Discounts. Promotional discounts, if any, are at Spark’s discretion and will be stated in the Order. Unless stated otherwise, discounts do not apply to per‑Show fees, add‑ons, the Setup Fee, or the Admin Fee.

15.9 Spark Shield (Exclusivity Add‑On). Optional geo‑exclusivity tiers (e.g., 1‑mile, 2‑mile, 5‑mile) are available. Direct pricing is intentionally omitted and will be specified in the Order. Shield is month‑to‑month with 30 days’ notice to cancel or modify by either party. Overlap rules: first right of refusal to the first purchaser at the same level; Spark may end exclusivity for any reason with 30 days’ written notice; no exclusivity fees billed after the notice period if ended.

15.10 Scalability Controls; Intake Discipline. Spark may cap daily/weekly booking slots and DM concurrency; onboarding uses structured windows; incomplete requirements delay launch; creative libraries and quarterly refreshes apply.

15.11 Spark Creator (Add‑On). Optional paid production via Spark‑sourced creators/videographers/photographers. Clients selecting Spark Creator may choose preferred filming days and receive more dedicated time and focus than standard engagements. Spark retains rights for marketing.

15.12 Confidential Operations. Spark’s internal visibility/distribution methods and any paid amplification details (budgets, ad accounts, dashboards) are proprietary and undisclosed to clients.

16) Dispute Resolution; Venue; Class Waiver

16.1 Good‑Faith Resolution. Executives will attempt to resolve disputes within 10 days of notice.

16.2 Arbitration. Except for equitable relief under §§7–8, disputes are resolved by binding arbitration under the Federal Arbitration Act (FAA) and JAMS (or AAA if JAMS unavailable). Seat/venue at Spark Leads’ election in Franklin County, Ohio or Laramie County, Wyoming; one arbitrator; streamlined rules; limited discovery; reasoned award; confidentiality required.

16.3 Governing Law. Ohio law governs (without conflict of laws). Issues of arbitrability are governed by the FAA.

16.4 Class Action/Jury Waiver. Disputes proceed only on an individual basis; no class/collective actions or private attorneys general claims. Jury trial is waived.

16.5 Prevailing Party Fees. The prevailing party in any action to enforce these Terms (including arbitration and injunctive proceedings) is entitled to reasonable attorneys’ fees and costs.

17) Non‑Solicitation; No Hire

For the Term and 12 months thereafter, Client will not directly or indirectly solicit or hire any Spark Leads employee/contractor who worked on the account without our written consent. If breached, Client will pay liquidated damages equal to 40% of the person’s annualized compensation or $15,000, whichever is greater (a reasonable estimate of recruiting/training loss).

18) Force Majeure

We are not liable for delays/failures due to events beyond reasonable control (e.g., outages, platform bans, strikes, acts of God, war, regulatory actions). Performance timelines are tolled for the duration.

19) Notices

Notices must be in writing and delivered by email with confirmation or by recognized courier to the addresses on the Order. Notice is effective upon confirmed receipt or one (1) business day after courier delivery attempt.

20) Assignment

Client may not assign or transfer these Terms without our written consent; any attempt is void. We may assign to an affiliate or successor.

21) Entire Agreement; Order of Precedence; Severability; Survival

21.1 Entire Agreement. These Terms + the Order + any DPA/NDA constitute the entire agreement and supersede all prior proposals and statements.

21.2 Modification. We may update these Terms with notice (email or dashboard). Continued use after the effective date constitutes acceptance. Material changes apply prospectively.

21.3 Severability. If any provision is held unenforceable, it is modified to the minimum extent necessary and the remainder remains in effect.

21.4 Survival. §§4 (fees), 6 (IP), 7 (Confidentiality), 8 (Non‑disparagement), 9 (Authenticity), 11–16 (disclaimers/indemnity/limits/disputes), 17 (non‑solicit), 21 (boilerplate) survive termination.

Addendum A — Liquidated Damages Schedule (Summary)

NDA breach (§7.5): $10,000 per Unauthorized Disclosure Event + $1,000/day after notice until cured.

Non‑disparagement (§8.3): $2,500 per Unique Publication + $500/day after the 24‑hour cure window until removal.

Integrity breach (§9.7): $5,000 per Affected Account + $500/day after notice until full disclosure & required access are provided.

Unpermitted hire/solicit (§17): 40% of annualized comp or $15,000, whichever greater.

These amounts reflect a reasonable pre‑estimate of harm not readily ascertainable and do not limit our right to injunctive relief or actual damages.

Addendum B — Platform/Compliance Disclaimers (Summary)

Client is the advertiser/merchant of record and responsible for offer compliance, disclosures, deposits/refunds policies, and honoring bookings.

Services may be impacted by platform algorithm/rule changes; performance is inherently variable.

We are not responsible for downstream sales/fulfillment once a lead books or engages.

We do not sell or support fake followers, likes, views, or engagement pods.

Addendum C — Client Authenticity Attestation (Onboarding Form)

I have not purchased or used bots, farms, pods, loop giveaways, paid follow/like/view schemes, mass DM spam, or similar Inauthentic Activity on any account Spark Leads will access in the last 24 months; OR I have disclosed full details below.

I will not engage in Inauthentic Activity during the engagement.

I will provide read‑only analytics and reasonable records on request within 3 business days.

I understand that undisclosed Inauthentic Activity, or false statements in this Attestation, may result in immediate termination without refund and liquidated damages under §9.7.

BY SUBSCRIBING TO OR USING THE SERVICES, CLIENT ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO THESE TERMS.