Venue Terms of Service

1. Who we are and what this covers

1.1 These Terms are an agreement between you, the business that signs up ("Venue", "you"), and goSparkor, operated by VerifyLocal LLC, a Delaware limited liability company registered in Connecticut ("goSparkor", "we", "us"), 1111B S. Governors Ave. #41709, Dover, DE 19904. Charges appear on statements as "GOSPARKOR".

1.2 They govern your use of gosparkor.com, the goSparkor app and related services (the "Service"). The Service helps restaurants, cafes and other food and beverage venues get short promotional videos, run hyper-local advertising on TikTok and Instagram, connect with local creators, and view results.

1.3 The Service is for businesses only. The person accepting these Terms confirms they are at least 18 and have authority to bind the Venue.

1.4 These Terms incorporate our Privacy Policy and, where they apply, the Creator Terms, the Meta and TikTok terms described in Section 9, and any order or approval screen you accept in the Service.

2. Accounts

2.1 You must give accurate business information, including your legal name, address, cuisine type and at least one ordering destination, and keep it current.

2.2 Each account has one owner login for one business. You are responsible for everything done through your account. You must confirm your opening hours when you sign up and when we ask you to reconfirm them; we do not run ads outside confirmed opening hours.

2.3 Keep your sign-in credentials secure and tell us at [email protected] if you suspect unauthorized use.

3. Plans, trial and billing

3.1 Plans. You choose a plan by its features; your plan does not depend on how much you spend on ads. You may upgrade or downgrade at any time, and the change is prorated.

3.2 Free trial. You get a 7-day free trial that starts when your first campaign goes live, not when you sign up. During the trial your plan fee and your first video (the free sample) are free; ad spend and the Media Deployment Fee are not. You may end the trial early by choosing "Start my plan now", which charges your plan and unlocks its features. Otherwise your card is charged at the end of the trial for the plan you choose. Included videos are monthly and expire at the end of each billing month.

3.3 Recurring billing. By subscribing you authorize us to charge your card each month until you cancel. Your first payment may require bank authentication (3D Secure); later monthly payments are charged automatically to the same card. We will email you before each renewal [timing to confirm].

3.4 Cancellation. You may cancel any time in billing settings. Your plan continues to the end of the paid month. We do not refund partial months except where the law requires.

3.5 Price changes. We will give at least 30 days' notice of a price change. It applies from your next billing period after the notice period.

3.6 Taxes. Prices exclude taxes. We add sales tax where required, based on your business address.

3.7 Failed payments. If a subscription payment fails, we may pause campaign launches and other paid features until it is resolved.

3.8 Media Deployment Fee. We charge a Media Deployment Fee of 5% of the ad spend that actually runs. It is drawn from your Ad Balance with each day's spend. It is our fee and is shown separately from ad spend on your invoices.

3.9 How other charges are paid. Video, bundle, AI-change and editing charges are taken from your Ad Balance if it has funds, and otherwise from your card on file.

4. POS connection

4.1 Connecting an eligible point-of-sale system with read-only access is optional and free. There is no discount for connecting. It unlocks POS sales, return on ad spend and sales-based recommendations in the Service.

4.2 POS data is handled as described in Section 12 and our Privacy Policy.

5. Creator Marketplace

5.1 On every plan you can see the Creator Marketplace from signup. After your first plan payment you may browse local creators listed on the TikTok and Instagram creator marketplaces from within goSparkor, message them, and add a creator's ad code or a collaboration with goSparkor's regional account to amplify your campaigns. There is no fee for this. It is optional: your ads run without creators. It is access to goSparkor's tools, not to TikTok's or Instagram's services.

5.2 Work with creators is governed by Section 14.

5.3 Existing collab posts. You may ask us to run, as paid ads for your campaigns, posts that creators already published from an earlier collaboration with you. You or the creator enter the post's link and the ad code the post's owner generated. If you enter it, you confirm the creator agreed to the promotion and to any payment terms, and we may send the creator a notice with our Creator Terms. We never ask for access to your or the creator's accounts and never add them to our business accounts. The ad stops if the code expires or the creator revokes it.

6. Promotional videos and editing

6.1 Flyer videos. Your first video is a free sample. Your plan includes a number of 15-second videos each month, made when you start them. Additional videos are priced by length: $15 up to 15 seconds, $20 up to 30 seconds, $40 up to 60 seconds and $60 up to 120 seconds. A bundle of five 15-second videos costs $60 and can be bought once a month. Reworking a video you supplied is priced as a new video. Videos are produced by an AI video-generation service from your venue profile and the photos and footage you upload, and are paid for before they are generated.

6.2 AI changes. The first 9 changes to each goSparkor-made video, requested by typed or spoken instruction, are free. Each further change costs $3, paid before it runs.

6.3 Human editing. If you are still not satisfied, you may ask a human editor to modify a video for $39 per video (2 jobs a month are included on Premium). This covers up to 2 rounds of changes, each delivered within 48 business hours (Monday to Friday, excluding public holidays, in your time zone). Editing is performed by an external editing company bound by confidentiality obligations to us; it sees only your assets, the video and your instructions, and deletes your files when the job closes.

6.4 Refunds. If a paid video cannot be generated, we retry and, if it still fails, refund the charge to where it was paid from. Otherwise videos, AI changes and editing fees are non-refundable once generated or delivered.

6.5 Your own videos. You may upload finished videos you own at no production charge.

6.6 Your review. You must watch and approve each video before it can be used in a campaign. Check the food, prices, spelling, logo and offer; you are responsible for what you approve.

7. Advertising

7.1 Appointment as your agent. You appoint goSparkor as your agent to buy advertising on TikTok and Meta (Instagram) for the campaigns you approve. We buy that advertising in our name, in advertising accounts we own and control, and are billed by TikTok and Meta.

7.2 Our accounts, your campaigns. Your campaigns run in advertising accounts goSparkor owns and shares among goSparkor venues in your region, from goSparkor's page and profile for your market (for example goSparkor New Haven). Ads using an existing collab post (5.3) show the account that published the post, paired on Instagram with goSparkor's market account. Your venue is never given its own advertising account. We own the advertising accounts, audiences and pixels we create. You do not receive access to them.

7.3 Ad balance. You fund your advertising by authorizing us to debit the business bank account you link ("Ad Balance"):

(a) You must link a bank account held in the Venue's business name. We may refuse a personal account.

(b) When you approve a campaign, you authorize a one-time debit for its approved budget plus the Media Deployment Fee on that budget, less any Ad Balance credit you choose to apply. You may revoke future debit authorizations in the Service.

(c) We spend only cleared funds. A campaign launches only after its debit has settled and the bank return period has passed, usually a few business days. The approval screen shows the expected launch date.

(d) We draw down your Ad Balance by the actual amount TikTok and Meta charge for your campaigns, plus the Media Deployment Fee on that amount. We never spend more than the budget you approved for a campaign.

(e) Unspent budget, and the fee set aside for it, stays in your Ad Balance as credit for future campaigns. [On account closure, remaining Ad Balance is returned to your linked bank account within 30 days — founder to confirm.]

(f) For your first 30 days, your ad spend is limited to $300 per day. We raise the limit as debits clear on time.

(g) If a debit is returned or fails, we pause the campaigns it funded, and you may not add funding until it is resolved. You remain responsible for advertising already delivered.

7.4 Ad spend is not our fee. Ad spend is passed to TikTok and Meta at cost and not marked up. Money in your Ad Balance is held for buying your advertising and is not goSparkor revenue. Our Media Deployment Fee (3.8) is separate.

7.5 Approvals and our check. No campaign launches without your approval of its creative, platforms, budget, schedule, area, ordering link and fees. Any material change needs a new approval. For campaigns with scheduled spending, you approve once after reviewing every scheduled date, amount, platform and the maximum total; we run exactly that schedule. After you approve, goSparkor staff check each campaign before it goes live and may send it back to you with a reason. Every ad is limited to an area of 3 or 5 miles around your location, as you choose.

7.6 Pausing. You may pause an eligible campaign at any time. We may pause a campaign that delivers outside its area, spends faster than its budget allows, or performs below our minimum standards, and we may send you suggested fixes. Spend already delivered is not refundable.

7.7 Leaving. When you leave, you receive an export of your campaign data and results. Advertising accounts, audiences and pixels remain with goSparkor.

8. Your own advertising accounts

In this version of the Service, goSparkor does not run ads in your own TikTok or Instagram advertising accounts, and you do not need one.

9. Platform rules and results

9.1 Your campaigns are subject to TikTok's and Meta's advertising policies, terms and review. They may reject, limit or remove ads, and may restrict accounts. We will tell you the reason we are given and help you fix what can be fixed, but we cannot overrule them.

9.2 Ads for alcohol and other restricted categories follow each platform's rules and applicable law. We may block creative that does not comply.

9.3 No guaranteed results. We do not promise any number of views, clicks, orders, customers or sales.

9.4 How we report. Reports separate (a) results measured by TikTok and Meta, (b) clicks on your ordering links measured by us, (c) sales from your POS, and (d) AI suggestions. Sales during a campaign are not proof that the campaign caused them, and we do not claim they are. For DoorDash, Uber Eats and Grubhub links we report clicks, not orders.

10. Remarketing audiences

10.1 Your Venue Audience. We build a remarketing audience for your venue on each platform from people who engaged with your goSparkor-run ads (the "Venue Audience"). It is used only for your campaigns. We never share it with, or use it for, any other venue.

10.2 goSparkor Local Pool. We also build a shared remarketing audience for each market and platform from people who engaged with goSparkor's own regional content and with ads goSparkor pays for itself (the "Local Pool"). Engagement with your ads is never added to the Local Pool. Your campaigns may use the Local Pool under the rules in 10.5.

10.3 Engagement with your own social accounts, your website pixel and any customer list you provide is never added to your Venue Audience or the Local Pool.

10.4 Your Venue Audience and the Local Pool are held by TikTok and Meta. We do not receive the identities of the people in them.

10.5 Use of the Local Pool is shared fairly: each venue's campaigns reach pool members within its chosen area of 3 or 5 miles; capacity is about one venue per 2,000 pool members in that area; slots are given first come, first served, with Growth and Premium venues ahead of Starter; each campaign may use the pool for up to 14 days at a time (21 days on Premium). Your campaigns always run to new people in your area whether or not a pool slot is available.

10.6 When you leave, your Venue Audience is no longer used for any campaign and is never used for another venue.

11. Ordering links

We send ad clicks to your saved ordering destination through a goSparkor tracking link that records the click. You confirm you are entitled to link to each destination you save.

12. POS data

12.1 POS connection is optional and read-only. We cannot and will not create or change orders, prices, menus, inventory, staff settings or payment data, or issue refunds.

12.2 We read only the sales data the connection permits — such as menu items, categories, sales totals by product, day and hour, order counts, average order value, discounts and refunds — preferring aggregate data and avoiding customer-identifying details.

12.3 We use it to show you sales views and return on ad spend, and to generate recommendations, including through third-party AI services bound to process it only for us. We do not sell it or share it outside these purposes.

12.4 You may disconnect at any time and request deletion as described in our Privacy Policy.

12.5 You confirm you are authorized to connect the POS account and share its data with us.

12.6 POS connections, sales analysis and measurement of your campaigns' effect on sales are provided for goSparkor by VerifyLocal LLC's POS analytics service, which processes your POS data only to provide the Service. We send it your campaign details (dates, area, spend, video) to measure results.

13. Your content and business data

13.1 You keep ownership of photos, footage, logos and other materials you upload ("Venue Content").

13.2 You grant goSparkor a non-exclusive, worldwide, royalty-free license to use, copy, edit, adapt and publish Venue Content to provide the Service, including generating and editing videos, posting them on goSparkor's regional accounts and running them as ads for your campaigns.

13.3 You confirm you have all rights needed for that use, including consent from anyone identifiable, rights to any music, and that your offers, prices and claims are accurate and lawful.

13.4 Videos we produce for you may be used in your campaigns and on your own channels. [Scope and duration of the Venue's rights in goSparkor-produced videos outside goSparkor campaigns — counsel to confirm.]

13.5 Business Information and Verification Records. "Business Information" means facts about your business and each location: name, address, category, opening hours, ordering links, photos of the premises you provide for that purpose, and whether it is open and active. "Verification Records" means the records goSparkor creates when it confirms or checks Business Information, such as when and how hours were confirmed, checks against public listings, and whether the location is active on the Service.

13.6 License. You grant goSparkor and its affiliates, successors and assigns a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable license to use, store, verify, combine, publish and license Business Information, including through products and application programming interfaces (APIs) offered to third parties such as directories, maps, search and AI services, to describe and verify your business. goSparkor owns its Verification Records.

13.7 Aggregated data. goSparkor may create aggregated and de-identified data from the Service, including advertising results, and may use it for any purpose. It will not identify you or any location.

13.8 What is not covered. Sections 13.6 and 13.7 do not give anyone your POS data except as aggregated data where your POS provider's terms allow; do not cover data from TikTok or Meta beyond what their terms allow; do not cover personal information, which our Privacy Policy governs; and do not allow sharing of a single location's performance results with third parties without your consent.

13.9 After you leave. The licenses in 13.6 and 13.7 continue after your account closes. You may ask us to mark a location as closed or no longer served; we keep the records of past verifications.

13.10 Affiliates. We may share Business Information, Verification Records and aggregated data with our affiliates and with any successor to the goSparkor business, which may use them under these Terms.

14. Working with creators

14.1 Through the Creator Marketplace you may contact local creators listed on the TikTok and Instagram creator marketplaces. Creators are independent; they are not goSparkor's employees or agents.

14.2 You pay creators directly. You and the creator agree the price and pay each other directly or through the platform's own tools. goSparkor is not a party to that payment, does not collect or hold it, and is not responsible for it.

14.3 Unless you and the creator agree otherwise, for on-site filming you may use the delivered videos on your business accounts, including in paid ads, for 1 year. Collaborations last at least 1 month unless agreed otherwise.

14.4 Cancellations, missed appointments and disputes about the work are between you and the creator. We may review disputes and may block a creator from goSparkor, but we do not guarantee any creator's performance.

14.5 Paid-partnership labels must stay on every compensated creator post.

15. AI features

Recommendations and drafts are suggestions based on your data and stated data periods. They may be wrong. AI cannot launch a campaign, increase spending or change your POS without your approval. You decide what to run.

16. Acceptable use

You will not: use the Service for unlawful, deceptive or prohibited advertising; upload content you lack rights to; misrepresent your business; interfere with or reverse-engineer the Service; access other venues' data; or use the Service to send spam.

17. Communications

You agree to receive service emails. Text messages are sent only if you opt in; message and data rates may apply; reply STOP to stop and HELP for help. Consent to texts is not a condition of purchase.

18. Suspension and termination

18.1 You may close your account at any time. 18.2 We may suspend or close accounts that breach these Terms, create legal or platform risk, or fail to pay, with notice where practical. 18.3 Sections on payment owed, Ad Balance settlement, licenses granted for delivered campaigns, the Local Pool, disclaimers, liability, indemnity and disputes survive termination.

19. Disclaimers

The Service is provided "as is" and "as available". To the extent the law allows, we disclaim implied warranties, including merchantability, fitness for a particular purpose and non-infringement. We do not control TikTok, Meta, POS providers, delivery marketplaces or creators.

20. Limitation of liability

To the extent the law allows: (a) neither party is liable for indirect, incidental, special, consequential or punitive damages or lost profits; (b) our total liability is limited to the fees you paid goSparkor in the 12 months before the claim, excluding ad spend. These limits do not apply to your payment obligations or indemnity.

21. Indemnity

You will defend and indemnify goSparkor against claims arising from your Venue Content, your offers and claims, your dealings with creators, or your breach of these Terms.

22. Governing law and disputes

These Terms are governed by Delaware law. Courts in Connecticut have exclusive jurisdiction. [Arbitration and class-action waiver — counsel to advise.]

23. Changes

We may update these Terms. We will give at least 30 days' notice of material changes by email or in the Service. Continuing to use the Service after they take effect means you accept them.

24. General

These Terms are the entire agreement on their subject. If a provision is unenforceable, the rest remains. You may not assign them without our consent; we may assign them to an affiliate or successor. Notices to us: [email protected].