Instructor & Content Contributor Terms

PLEASE READ THESE TERMS CAREFULLY

These Standard Instructor & Content Contributor Terms (these “Terms”) govern participation by any instructor, presenter, expert, educator, practitioner, creator, speaker, facilitator, author, or other content contributor (each, an “Instructor”) in the Sparked Soul platform, membership, courses, programs, events, community, applications, websites, and related services (collectively, the “Platform”) operated by Sparked Soul Solutions, LLC (“Sparked Soul,” “we,” “us,” or “our”).

 

BY (1) CLICKING A BOX OR BUTTON INDICATING ACCEPTANCE, (2) SUBMITTING AN INSTRUCTOR SIGN-UP FORM OR COURSE SUBMISSION THAT REFERENCES THESE TERMS, (3) CREATING OR MAINTAINING AN INSTRUCTOR ACCOUNT, (4) SUBMITTING CONTENT FOR REVIEW OR PUBLICATION, OR (5) OTHERWISE PARTICIPATING AS AN INSTRUCTOR ON THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL POLICIES INCORPORATED BY REFERENCE.

IF YOU ACCEPT THESE TERMS ON BEHALF OF A COMPANY, PROFESSIONAL PRACTICE, OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY, AND “INSTRUCTOR” INCLUDES THAT ENTITY AND THE INDIVIDUAL(S) PROVIDING CONTENT OR SERVICES THROUGH IT.

SECTION 22 CONTAINS A BINDING ARBITRATION PROVISION AND CLASS-ACTION WAIVER. PLEASE REVIEW IT CAREFULLY.

 

These Terms become effective on the earliest date on which Instructor accepts them through any method described above (the “Effective Date”).

 

1. Instructor Sign-Up; Course Approval; Incorporated Materials

1.1 Sign-Up Process. To apply to participate, Instructor must complete Sparked Soul’s then-current instructor sign-up, onboarding, or course submission process (the “Sign-Up Process”). The Sign-Up Process may request identity information, credentials, biography, course concept, content samples, proposed deliverables, promotional information, pre-existing intellectual property disclosures, and other information Sparked Soul reasonably requests.

1.2 Sign-Up Information. Instructor represents that all information submitted through the Sign-Up Process is complete, accurate, current, and not misleading. Instructor must promptly update information that becomes inaccurate or incomplete.

1.3 No Right to Participate. Submission of a Sign-Up Form, course concept, content, or other materials does not obligate Sparked Soul to accept Instructor, publish any Course, or maintain any Course on the Platform. Sparked Soul may approve, reject, defer, condition, suspend, or revoke participation in its sole discretion.

1.4 Course-Specific Terms. Sparked Soul may identify course-specific terms through the Sign-Up Process, including approved course title or topic, production requirements, deliverables, launch expectations, participation schedule, and promotional obligations (“Course Terms”). Course Terms supplement these Terms but do not supersede them. If a Course Term, Sign-Up Form, onboarding communication, dashboard statement, or other program material conflicts with these Terms, these Terms control.

1.5 Incorporated Policies. Instructor must comply with Sparked Soul’s then-current content standards, community rules, brand guidelines, privacy and security requirements, professional-content standards, artificial-intelligence policies, and other instructor-facing policies made available through the Platform or onboarding materials (“Policies”). The Policies are incorporated by reference.

 

2. Platform Role; Instructor Relationship

2.1 Platform. Sparked Soul operates an educational and human-development platform. Sparked Soul may produce, host, curate, distribute, market, bundle, license, monetize, recommend, sequence, and otherwise make available Courses and related content through the Platform and through authorized third-party channels.

2.2 Independent Contractor. Instructor is an independent contractor and not an employee, partner, joint venturer, agent, franchisee, fiduciary, shareholder, owner, or representative of Sparked Soul. Instructor has no authority to bind Sparked Soul or incur obligations on its behalf.

2.3 No Employment Benefits. Instructor is not eligible for wages, benefits, workers’ compensation, unemployment benefits, retirement benefits, paid leave, or other employee benefits from Sparked Soul.

2.4 Expenses and Tools. Except where Sparked Soul expressly agrees otherwise through the Sign-Up Process, Instructor is responsible for all equipment, travel, insurance, licenses, professional dues, and other costs associated with Instructor’s participation.

 

3. Course Creation, Production, Review, and Publication

3.1 Course Development. Sparked Soul will develop the core course structure, curriculum, and instructional content outlined in the applicable Course Terms. Instructor will collaborate with Sparked Soul to customize and enhance the course by contributing Instructor’s professional expertise, perspective, personality, stories, examples, practices, frameworks, tools, and other original contributions, as appropriate. Instructor will timely review, prepare, record, present, and deliver the course materials and will reasonably cooperate with Sparked Soul’s instructional design, production, filming, editing, accessibility, quality-control, launch, marketing, and update processes.

3.2 Editorial and Production Control. Sparked Soul has final discretion over course title, description, curriculum organization, learning objectives, module sequence, runtime, edit, graphics, thumbnails, captions, branding, packaging, metadata, pricing presentation, placement, categorization, launch date, release cadence, bundling, and Platform presentation.

3.3 Quality Review. Sparked Soul may require revisions, re-recordings, edits, supporting citations, disclosures, releases, clearances, accessibility changes, or other modifications as a condition of publication or continued availability. Sparked Soul may edit submitted materials for formatting, length, clarity, technical quality, legal compliance, accessibility, safety, brand consistency, and marketing, provided that Sparked Soul will not knowingly make a material substantive change that falsely attributes a professional opinion to Instructor.

3.4 No Publication Guarantee. Sparked Soul is not obligated to publish any Course or other Instructor Content, even after production or approval, and may delay, reschedule, reposition, suspend, unpublish, or retire content at any time.

 

4. Instructor Content Standards and Conduct

4.1 General Standard. Instructor is solely responsible for the substance of Instructor-supplied content and for ensuring that it is lawful, accurate, safe, original or properly licensed, professionally responsible, and appropriate for the intended audience.

4.2 Prohibited Content. Instructor will not submit or provide content that is unlawful, fraudulent, deceptive, defamatory, harassing, discriminatory, hateful, pornographic, exploitative, dangerous, intentionally misleading, infringing, invasive of privacy or publicity rights, violative of confidentiality duties, designed to facilitate wrongdoing, or otherwise inconsistent with Sparked Soul’s Policies or legitimate brand and safety standards.

4.3 Professional Conduct. Instructor will interact with members, other instructors, Sparked Soul personnel, vendors, and the public in a professional manner and will not engage in threats, harassment, manipulation, exploitation, discriminatory conduct, retaliation, or conduct that materially undermines user trust or Platform safety.

4.4 Off-Platform Conduct. Sparked Soul may consider credible off-Platform conduct, professional discipline, criminal conduct, public misconduct, or other events that reasonably call into question Instructor’s safety, honesty, qualifications, suitability, or ability to represent Sparked Soul’s standards.

4.5 Enforcement. Sparked Soul may investigate potential violations, request information, remove or restrict content, suspend Instructor access, withhold publication, disable community privileges, require remediation, issue warnings, or terminate participation, with or without prior notice depending on severity.

 

5. Credentials; Regulated Professions; Educational Capacity

5.1 Accurate Credentials. Instructor must accurately represent education, training, degrees, licenses, certifications, professional status, areas of practice, publications, awards, affiliations, and experience.

5.2 Continuing Accuracy. Instructor must promptly notify Sparked Soul if any credential used in Instructor’s biography, Course, or marketing expires, lapses, is suspended, restricted, investigated, disciplined, or otherwise materially changes.

5.3 Scope of Competence. Instructor may teach only on matters for which Instructor has a legitimate basis to claim competence and must comply with applicable professional and ethical rules.

5.4 Educational Capacity Only. Unless Sparked Soul expressly launches a separately structured professional-services offering, Instructor participates solely as an educator and content contributor. Display of professional credentials is for identification and authority only and does not create a physician-patient, therapist-client, attorney-client, financial-adviser-client, fiduciary, or other individualized professional relationship with a member.

5.5 No Individualized Professional Services. Instructor may provide generalized education, discuss hypotheticals, and explain commonly encountered concepts, but may not through the Platform diagnose, prescribe, treat, render individualized legal or financial advice, establish a professional relationship, or represent that Platform content substitutes for individualized professional care.

5.6 Live and Community Features. During live events, Q&A, comments, community discussions, or similar interactions, Instructor must redirect requests for individualized professional advice and must not solicit confidential professional-client information.

 

6. Accuracy; Claims; Safety; Updates

6.1 Accuracy. Instructor must use reasonable care to ensure that Course content is accurate, current, appropriately qualified, and not materially misleading.

6.2 Substantiation. Objective health, medical, psychological, scientific, legal, financial, performance, efficacy, outcome, income, or other factual claims must have a reasonable basis and, where applicable, competent substantiation. Instructor must accurately characterize studies, evidence, limitations, and areas of professional disagreement.

6.3 No Guaranteed Outcomes. Instructor will not guarantee medical, psychological, relationship, financial, legal, business, or other outcomes unless such a guarantee is lawful, accurate, and expressly approved by Sparked Soul.

6.4 Updates. Instructor will reasonably cooperate with corrections, clarifications, supplemental disclosures, updates, or re-recordings when content becomes materially outdated, inaccurate, unsafe, legally noncompliant, or inconsistent with professional standards.

6.5 Emergency Action. Sparked Soul may immediately suspend, annotate, edit around, restrict, or remove content that Sparked Soul reasonably believes presents a safety, legal, regulatory, professional, accuracy, or reputational risk.

 

7. Ownership of Courses and Sparked Soul Materials

7.1 Sparked Soul-Owned Course. All audiovisual recordings produced by or for Sparked Soul, edited course masters, compilations, course pages, branded graphics, titles created by Sparked Soul, thumbnails, trailers, promotional derivatives, Sparked Soul-created worksheets, production files, metadata, translations, captions, platform-specific adaptations, and other materials created by Sparked Soul in connection with a Course (collectively, “Sparked Soul Course Materials”) are owned exclusively by Sparked Soul.

7.2 Work Made for Hire; Assignment. To the maximum extent permitted by law, Sparked Soul Course Materials created by Instructor within the scope of the engagement are specially commissioned works made for hire for Sparked Soul. To the extent any such material does not qualify as a work made for hire, Instructor irrevocably assigns to Sparked Soul all right, title, and interest, including all copyrights and other intellectual-property rights, in and to such Sparked Soul Course Materials.

7.3 Further Assurances. Instructor will execute documents and take reasonable actions requested by Sparked Soul to confirm, perfect, register, enforce, or defend Sparked Soul’s rights. If Instructor fails to do so after reasonable request, Instructor appoints Sparked Soul as Instructor’s attorney-in-fact, coupled with an interest, solely for that limited purpose.

7.4 Moral Rights. To the extent permitted by law, Instructor waives and agrees not to assert moral rights, droit moral, rights of integrity, attribution, withdrawal, or similar rights in Sparked Soul Course Materials.

 

8. Instructor Pre-Existing Materials and License

8.1 Pre-Existing Materials. Instructor retains ownership of intellectual property created independently of the Sparked Soul engagement, including pre-existing books, trademarks, frameworks, methodologies, presentations, exercises, and other materials that Instructor clearly identifies to Sparked Soul before or at the time they are incorporated into a Course (“Instructor Materials”).

8.2 License. Instructor grants Sparked Soul a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to host, reproduce, display, perform, distribute, transmit, stream, make available, market, advertise, excerpt, edit, format, translate, caption, adapt, create derivative works from, and otherwise use Instructor Materials as incorporated into, reasonably related to, or reasonably necessary to exploit, maintain, promote, or archive the applicable Course and Sparked Soul offering.

8.3 No Implied Limitation. Removal, suspension, expiration, or termination of Instructor’s active participation does not terminate rights already granted with respect to an existing Course, except where applicable law requires otherwise.

 

9. Name, Image, Voice, Likeness, Credentials, and Publicity

9.1 Grant. Instructor grants Sparked Soul and its affiliates, licensees, distributors, advertising partners, service providers, and successors the worldwide right to use Instructor’s name, professional name, credentials, biography, image, likeness, voice, signature, approved marks, photographs, excerpts, statements, and recorded appearances in connection with producing, distributing, promoting, advertising, publicizing, merchandising, and otherwise exploiting the Platform and Instructor’s Course.

9.2 Media and Channels. The grant includes websites, applications, email, social media, paid media, streaming services, digital advertising, press, events, sales materials, partner channels, app stores, and other media now known or later developed.

9.3 Editing. Sparked Soul may crop, resize, subtitle, caption, excerpt, combine, reformat, translate, and otherwise technically or editorially adapt publicity materials, provided Sparked Soul will not knowingly create a materially false endorsement or materially misrepresent Instructor’s professional views.

9.4 Synthetic Media. Sparked Soul may use automated tools for ordinary production, captioning, transcription, localization, translation, search, tagging, accessibility, and editing. Sparked Soul will not knowingly create a materially new synthetic performance purporting to be Instructor speaking new substantive content without additional authorization, unless permitted under an applicable Sparked Soul artificial-intelligence policy accepted by Instructor.

 

10. Third-Party Materials; Clearances; Anti-Piracy

10.1 Clearances. Instructor must obtain all permissions, licenses, releases, consents, and clearances necessary for any third-party material, person, location, confidential information, trademark, music, image, footage, quotation, data set, software, or other material included in Instructor Content.

10.2 Records. Upon request, Instructor will provide evidence of applicable licenses, permissions, and releases.

10.3 Anti-Piracy. Instructor authorizes Sparked Soul and its vendors to monitor for unauthorized copies of Courses and, where appropriate, to submit notices, platform complaints, takedown requests, or other anti-piracy communications relating to Sparked Soul Course Materials or Instructor Materials incorporated into a Course. Sparked Soul has no obligation to pursue infringement and is not liable for failure to do so.

10.4 No Third-Party Enforcement Duty. Nothing in these Terms obligates Sparked Soul to police or enforce Instructor’s separate intellectual property rights outside the rights Sparked Soul owns or is authorized to enforce.

 

11. Platform Rights; Distribution; Marketing; Bundling

11.1 Broad Distribution Rights. Sparked Soul may make Courses available individually, as part of a membership or subscription, in collections, bundles, enterprise offerings, promotional programs, free previews, trials, samples, clips, compilations, partner programs, or other offerings.

11.2 Third-Party Channels. Sparked Soul may distribute or market Courses through affiliates, app stores, resellers, enterprise customers, marketing partners, streaming providers, social platforms, or other third-party channels.

11.3 Pricing and Promotions. Sparked Soul controls member pricing, subscription pricing, discounts, trials, coupons, promotions, bundles, scholarships, free access, and other commercial terms offered to members, unless a specific pricing feature is expressly made available to Instructor through the Platform.

11.4 No Minimum Exposure. Sparked Soul does not guarantee any minimum placement, impressions, recommendations, traffic, enrollments, completion, member engagement, or commercial results.

 

12. Promotion, Endorsement, and Advertising Rules

12.1 Approved Promotion. Instructor may promote the Platform and Course only in a lawful, truthful manner and using approved claims, marks, and marketing assets.

12.2 Material Connection Disclosure. Instructor must clearly and conspicuously disclose any material relationship with Sparked Soul when required by advertising, endorsement, consumer-protection, or professional rules.

12.3 No Deception. Instructor may not make false or misleading claims about Sparked Soul, membership benefits, Course outcomes, pricing, scarcity, savings, earnings, or endorsements.

12.4 No Manipulation. Instructor may not purchase fake engagement, create deceptive accounts, manipulate reviews, manufacture testimonials, engage in cookie stuffing, use misleading redirects, or otherwise interfere with Platform metrics.

12.5 Professional Restrictions. Instructor must comply with any professional rules applicable to Instructor’s promotion, endorsements, testimonials, advertising, or solicitation activities and must notify Sparked Soul of any restriction that materially affects Instructor’s permitted promotional activities.

 

13. Member Relationship; Communications; Non-Circumvention

13.1 Sparked Soul Member Relationship. Sparked Soul controls the Platform member relationship, account access, member experience, billing relationship, and Platform communications, subject to applicable law.

13.2 Limited Communications. Instructor may communicate with members only through approved Platform features and for legitimate educational, course-support, or Sparked Soul promotional purposes.

13.3 No Unauthorized Solicitation. Instructor may not use the Platform, member lists, messages, comments, community tools, or non-public member information to solicit members for competing memberships, paid services, off-Platform transactions, private consultations, unrelated products, mailing lists, or other commercial purposes unless Sparked Soul expressly permits it.

13.4 No Circumvention. Instructor may not direct members to transact off-Platform for substantially the same offering in order to avoid Sparked Soul fees, attribution, membership relationships, or Platform rules.

13.5 Pre-Existing Relationships. Nothing in this Section prohibits Instructor from serving a person with whom Instructor had a bona fide independent relationship before learning of that person through Sparked Soul, provided Instructor does not misuse Platform data or communications.

 

14. Member Data; Privacy; Security                 

14.1 Ownership and Control. As between Sparked Soul and Instructor, Sparked Soul controls Platform member data and Platform-generated analytics, subject to applicable privacy law.

14.2 Limited Use. Instructor may access and use member data only as expressly authorized, solely for the approved purpose, and only for as long as needed.

14.3 Prohibited Uses. Instructor may not scrape, copy, export, sell, rent, license, transfer, combine, enrich, profile, independently market to, or build a separate database from member data unless expressly authorized by Sparked Soul and lawful.

14.4 Security. Instructor must use reasonable administrative, technical, and physical safeguards and promptly notify Sparked Soul of suspected unauthorized access, use, disclosure, loss, or breach involving Platform data.

14.5 Deletion. Upon request or termination, Instructor must return or securely delete member data and certify deletion if requested, except where retention is required by law.

 

15. Confidentiality

15.1 Confidential Information. Instructor may receive non-public information regarding Sparked Soul’s business, members, analytics, pricing, finances, technology, roadmaps, curriculum plans, launch plans, vendors, marketing, instructor relationships, security, and operations (“Confidential Information”).

15.2 Use and Protection. Instructor will use Confidential Information only for participation in the Platform and will protect it using at least reasonable care.

15.3 Exclusions. Confidential Information does not include information that Instructor can document was lawfully known without duty, independently developed without use of Confidential Information, lawfully received from a third party without duty, or publicly available through no breach.

15.4 Compelled Disclosure. Instructor may disclose Confidential Information when legally compelled, but must provide advance notice where lawful and reasonably cooperate in seeking protective treatment.

15.5 Equitable Relief. Unauthorized use or disclosure may cause irreparable harm for which monetary damages are inadequate. Sparked Soul may seek injunctive or equitable relief in addition to other remedies.

 

16. Sparked Soul Intellectual Property and Brand

16.1 Platform IP. Sparked Soul and its licensors own all rights in the Platform, software, websites, applications, designs, databases, analytics, algorithms, trademarks, service marks, logos, trade dress, documentation, templates, production systems, content taxonomy, and other Sparked Soul technology and materials (“Sparked Soul IP”).

16.2 Limited Brand License. During active participation, Sparked Soul may grant Instructor a limited, revocable, non-exclusive, non-transferable license to use approved Sparked Soul marks and marketing materials solely to promote authorized participation.

16.3 Restrictions. Instructor may not copy, reverse engineer, decompile, scrape, crawl, frame, mirror, reproduce, create derivative works from, resell, sublicense, remove notices from, or otherwise exploit Sparked Soul IP except as expressly permitted.

16.4 Brand Treatment. Instructor may not use Sparked Soul marks in a manner that is misleading, disparaging, obscene, unlawful, likely to cause confusion, or likely to diminish goodwill, and may not imply endorsement of Instructor’s separate products or services without permission.

 

17. Artificial Intelligence and Automated Systems

17.1 Instructor Use. Instructor must disclose material use of generative AI in creating Course content when Sparked Soul requests and remains responsible for accuracy, originality, rights clearance, professional compliance, and quality of AI-assisted content.

17.2 Prohibited AI Uses. Instructor may not use AI to impersonate another person, fabricate credentials, manufacture testimonials, generate deceptive evidence, unlawfully replicate third-party protected content, or submit materially inaccurate content.

17.3 Platform Tools. Sparked Soul may use automated and AI-assisted systems for moderation, search, recommendations, accessibility, translation, transcription, captioning, quality review, fraud detection, analytics, customer support, content tagging, and other Platform operations.

17.4 Training and Model Use. Sparked Soul will not use an Instructor’s name, voice, or likeness to create a materially new synthetic endorsement without authorization. Any use of Course content for training or improving generalized machine-learning models will be governed by Sparked Soul’s then-current AI Policy, which may require separate opt-in where applicable.

 

18. Term; Suspension; Termination; Content Removal

18.1 Term. These Terms remain in effect until terminated in accordance with this Section, but rights and obligations that by their nature survive continue after termination.

18.2 Instructor Termination. Instructor may request termination of Instructor’s active Platform participation through the method specified in the Platform or by written notice. Sparked Soul may require a reasonable wind-down period to process removal, member access, reporting, and outstanding obligations.

18.3 Sparked Soul Termination. Sparked Soul may suspend or terminate Instructor, any Course, or any Platform privilege at any time if Sparked Soul reasonably determines that continued participation creates legal, regulatory, safety, security, operational, reputational, member-trust, or business risk, or if Instructor violates these Terms or Policies.

18.4 Immediate Action. Sparked Soul may act immediately without prior notice in cases involving fraud, abuse, infringement, credential misrepresentation, unlawful conduct, serious professional misconduct, threats, harassment, dangerous content, privacy or security incidents, manipulation, or material risk to members or the Platform.

18.5 Effect on Courses. Termination of active participation does not automatically require removal of existing Courses or revoke Sparked Soul’s ownership or continuing licenses. Sparked Soul may continue to host, distribute, archive, support, sell, license, or make available Courses as needed to honor member access, subscriptions, enterprise commitments, archival requirements, or Sparked Soul’s ownership and license rights.

18.6 Survival. Sections concerning intellectual property, licenses, member data, confidentiality, warranties, indemnification, limitations of liability, dispute resolution, and any provisions that by their nature should survive will survive.

 

19. Instructor Representations and Warranties

Instructor represents and warrants throughout participation that: (a) Instructor has full authority to enter these Terms and perform all obligations; (b) all Sign-Up information and credentials are accurate; (c) Instructor will comply with applicable laws, regulations, professional rules, and ethical duties; (d) Instructor owns or controls all rights necessary for Instructor Content and Instructor Materials; (e) Instructor Content does not infringe or misappropriate intellectual-property, privacy, publicity, confidentiality, contractual, or other rights; (f) Instructor has obtained required consents and releases; (g) Instructor Content is not materially false or misleading; (h) Instructor will not introduce malware or malicious code; (i) Instructor is not subject to sanctions or restrictions that prohibit participation; and (j) Instructor will not use the Platform for unlawful or deceptive purposes.

 

20. Indemnification

20.1 Instructor Indemnity. Instructor will defend, indemnify, and hold harmless Sparked Soul, its affiliates, successors, licensees, service providers, distributors, and their respective officers, directors, managers, members, employees, contractors, agents, and representatives (collectively, “Sparked Soul Indemnitees”) from and against any and all claims, demands, investigations, proceedings, liabilities, losses, judgments, settlements, penalties, fines, damages, costs, and expenses, including reasonable attorneys’ fees and investigation costs, arising out of or relating to: (a) Instructor Content or Instructor Materials; (b) Instructor’s breach or alleged breach of these Terms, Policies, representations, or warranties; (c) Instructor’s professional services, professional misconduct, negligence, or violation of professional duties; (d) infringement, misappropriation, privacy, publicity, defamation, confidentiality, or other third-party-rights claims; (e) Instructor’s violation of law; (f) Instructor’s off-Platform dealings with members; or (g) Instructor’s fraud, willful misconduct, or unauthorized use of member data.

20.2 Defense Control. Sparked Soul may assume control of the defense of any matter subject to indemnification at Instructor’s expense. Instructor will reasonably cooperate and may not settle a claim in a manner that imposes liability, admission, restriction, or obligation on a Sparked Soul Indemnitee without Sparked Soul’s written consent.

 

21. Disclaimers and Limitation of Liability

21.1 Platform Provided As-Is. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM, SERVICES, ANALYTICS, MARKETING, DISTRIBUTION, PRODUCTION SUPPORT, AND OTHER SPARKED SOUL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SPARKED SOUL DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND QUIET ENJOYMENT.

21.2 No Business Guarantee. Sparked Soul does not warrant uninterrupted operation, error-free analytics, any specific member demand, any particular search or recommendation placement, any launch outcome, or any commercial success.

21.3 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPARKED SOUL WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR STATUTORY MULTIPLE DAMAGES; LOST PROFITS; LOST REVENUE; LOST BUSINESS; LOST DATA; LOSS OF GOODWILL; OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF THEORY AND EVEN IF ADVISED OF THE POSSIBILITY.

21.4 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPARKED SOUL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR AN INSTRUCTOR’S PARTICIPATION WILL NOT EXCEED ONE THOUSAND DOLLARS ($1,000), EXCEPT TO THE EXTENT A DIFFERENT LIMIT IS REQUIRED BY APPLICABLE LAW.

21.5 Essential Basis. The limitations in this Section are an essential basis of the parties’ arrangement and apply to the fullest extent permitted by law.

 

22. Dispute Resolution; Arbitration; Class-Action Waiver

22.1 Governing Law. These Terms and any dispute arising out of or relating to them or the Platform are governed by the laws of the State of Texas, without regard to conflict-of-law principles, except to the extent federal law controls.

22.2 Informal Resolution. Before initiating arbitration, the complaining party must send written notice describing the dispute and requested relief. The parties will attempt in good faith to resolve the dispute for at least thirty (30) days.

22.3 Binding Arbitration. Except for qualifying small-claims matters and claims for temporary or preliminary equitable relief involving intellectual property, confidential information, member data, security, or unauthorized Platform access, any dispute will be resolved by binding individual arbitration administered by the American Arbitration Association under its applicable commercial rules before one arbitrator. The arbitration will occur in Houston, Texas, unless the parties agree to remote proceedings or another location.

22.4 Individual Proceedings Only. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION OR ARBITRATION. THE ARBITRATOR MAY AWARD RELIEF ONLY TO THE INDIVIDUAL PARTY SEEKING RELIEF.

22.5 Fees and Award. Arbitration fees will be allocated under the applicable rules. The arbitrator may award any individual remedy available under applicable law and may award attorneys’ fees only where authorized by law or these Terms. Judgment on the award may be entered in any court of competent jurisdiction.

22.6 Severability. If the class-action waiver is found unenforceable as to a particular claim or remedy that cannot lawfully be arbitrated individually, that claim or remedy will proceed in court after completion of arbitration of arbitrable claims, to the extent permitted by law.

 

23. Modification of Terms and Policies

23.1 Updates. Sparked Soul may modify these Terms or incorporated Policies from time to time by posting an updated version on the Platform or otherwise notifying Instructor.

23.2 Effective Date. Unless a different effective date is stated, updated Terms become effective upon posting for new Instructors and upon the date specified in the notice for existing Instructors.

23.3 Acceptance by Continued Participation. Instructor is responsible for reviewing updates. To the extent permitted by law, Instructor’s continued access to or participation in the Platform after updated Terms become effective constitutes acceptance.

23.4 Material Changes. Where applicable law requires additional notice or affirmative consent for a material change, Sparked Soul will provide such notice or obtain such consent.

 

24. Notices

24.1 Electronic Notices. Sparked Soul may send notices to the email address associated with Instructor’s account, through the Instructor dashboard, through the Platform, or by other electronic means. Instructor is responsible for maintaining current contact information.

24.2 Notices to Sparked Soul. Legal notices to Sparked Soul must be sent to the address or legal-notice email designated on the Platform or in Sparked Soul’s then-current legal notices.

24.3 Effective Delivery. Electronic notices are effective when sent or posted, unless applicable law requires otherwise.

 

25. Assignment; Change of Control

Instructor may not assign, transfer, delegate, sublicense, or otherwise dispose of any rights or obligations under these Terms without Sparked Soul’s prior written consent. Sparked Soul may assign or transfer these Terms, in whole or in part, to an affiliate or in connection with a merger, financing, reorganization, sale of assets, acquisition, change of control, or transfer of the Platform or applicable business.

 

26. Force Majeure

Sparked Soul is not liable for delay, failure, interruption, or unavailability caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, public-health events, utility or telecommunications failures, cloud or hosting failures, cyberattacks, third-party-platform outages, or similar events.

 

27. General Legal Terms

27.1 Entire Agreement. These Terms, the applicable Sign-Up Process or Course Terms, and incorporated Policies constitute the entire agreement concerning Instructor’s participation and supersede prior or contemporaneous discussions or communications on that subject.

27.2 Order of Precedence. These Terms control over the Sign-Up Process, Course Terms, onboarding materials, emails, dashboards, and Policies in the event of conflict.

27.3 No Waiver. Failure to enforce a provision is not a waiver. Any waiver must be in writing and applies only to the specific instance.

27.4 Severability. If any provision is invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in effect.

27.5 No Third-Party Beneficiaries. These Terms create no third-party beneficiary rights except for Sparked Soul Indemnitees and permitted successors and assigns where expressly stated.

27.6 Headings. Headings are for convenience only and do not affect interpretation.

27.7 Electronic Contracting. Instructor agrees to electronic contracting, records, notices, clickwrap acceptance, and electronic signatures to the fullest extent permitted by law.

27.8 Interpretation. “Including” means “including without limitation.” Singular includes plural and vice versa where appropriate.

27.9 Survival. Any provisions that by their nature should survive termination will survive, including Sections 7 through 10, 13 through 16, and 18 through 27.