SPARKIT – CREATOR TERMS & CONDITIONS

These Creator Terms & Conditions ("Creator Terms") are issued by SPVRKD AG, Baarerstrasse 78, 6300 Zug, Switzerland (herein referred to as "SPARKIT", "we," "our," or "us").

These Creator Terms govern the relationship between SPARKIT and any individual or entity approved as a Creator ("Creator," "you," or "your") using the SPARKIT Platform, including the SPARKIT AI Design Tool, Drops, Wallet, and related digital services (collectively, the "Platform").

By accessing or using the Platform, you acknowledge and accept these Creator Terms & Conditions, together with the Creator Design Safety Protocol, Creator Trade Agreement, and the SPARKIT Privacy Policy.

1. About the SPARKIT Platform

The Platform enables Creators to design, fund, and release limited-edition fashion and lifestyle products ("Bespoke Products") using SPARKIT's proprietary AI Design Tool and connected manufacturing network. Creators can generate and submit original designs ("Designs") which, upon approval, may be made available for sale via the Platform.

SPARKIT manages production, fulfillment, and customer transactions for all Drops launched under the pre-order model and shall distribute revenue arising therefrom in accordance with the equal-thirds model (one-third each to the Creator, Angels, and SPARKIT).

2. Eligibility and Acceptance

To participate as a Creator, you must:

• Be at least 18 years old or of legal age in your jurisdiction;
• Have the legal capacity to enter into binding agreements; and
• Comply at all times with these Creator Terms and applicable law.

Access to Creator functions—including the Drops, Wallet, and AI Design Tool—is available to registered users who meet SPARKIT's eligibility and content standards. All submissions remain subject to SPARKIT's review and moderation to ensure compliance with these Creator Terms & Conditions.

3. Scope of Agreement

These Creator Terms apply to:

• Your use of the Platform and related tools;
• The licensing of your Designs to SPARKIT for marketing, production, and sale; and
• The calculation and distribution of royalties and revenues from your Drops.

To the extent of any inconsistency between these Creator Terms and the Creator Design Safety Protocol, these Creator Terms shall prevail. These Creator Terms shall be read together with the Creator Design Safety Protocol and the Creator Trade Agreement, which are hereby incorporated by reference.

4. Creator Obligations and Design Integrity

You represent and warrant that:

• You are the sole legal and beneficial owner of the Designs and hold all associated intellectual-property rights;
• Each Design is original, lawful, and compliant with SPARKIT's Global Community Standards;
• Your Designs do not infringe any third-party copyrights, trademarks, design rights, or moral rights; and
• You will not submit any content that is defamatory, obscene, discriminatory, or otherwise unlawful.

You bear full responsibility for the originality, legality, and integrity of all Designs you submit. SPARKIT assumes no liability for any claims, disputes, or damages arising from your Designs except as required by applicable law.

5. Design Safety and AI Usage Protocol

SPARKIT's AI Design Tool allows you to create, modify, or generate designs. By using the Tool, you acknowledge that:

• You are responsible for ensuring that AI-generated outputs do not replicate or infringe existing third-party works;
• Any prompts, references, or uploaded content you provide are free of third-party rights violations; and
• You have reviewed and accept SPARKIT's Creator Design Safety Protocol, incorporated herein by reference.

SPARKIT may review, moderate, or reject any submitted Design that fails to comply with this Protocol.

6. Submission and Drops

Once a Design is submitted via the Platform, SPARKIT may, at its discretion:

• Approve a submitted Design for publication as a Drop;
• Determine production feasibility and present three retail price options for each Drop, which are then subject to community voting by the Creator and participating Angels, each holding voting rights as defined on the Platform; and
• Launch the Drop through limited or recurring campaigns under the pre-order model, based on the final price selected through the voting outcome.

Creators acknowledge that SPARKIT retains full discretion over product selection, validation of price voting outcomes, and the potential removal of any Drop or Product from sale.

7. Intellectual Property Rights

(a) SPARKIT Background Rights

All intellectual-property rights in the Platform, its software, brand assets, and background materials ("SPARKIT Background Rights") remain the exclusive property of SPARKIT. No transfer of ownership is implied.

(b) License Granted to SPARKIT

You grant SPARKIT an irrevocable, worldwide, royalty-free, non-exclusive license (with the right to sublicense) to use, reproduce, manufacture, distribute, market, and sell products incorporating your Designs, including for promotional, archival, and investor-relations purposes, in accordance with these Creator Terms.

(c) License Granted to Creator

SPARKIT grants you a non-exclusive, limited, revocable license to access and use the Platform solely for the purpose of creating and managing your Designs and Drops.

(d) Third-Party Rights

You must obtain written consent for any third-party intellectual property incorporated into your Designs. SPARKIT reserves the right to request proof of such consent.

8. Revenue Model and Royalties

Net Profit from each Drop will be allocated according to the equal-thirds model, divided equally among the Creator, the Angels (backers or supporters), and SPARKIT.

Royalties payable to the Creator will be calculated on the basis of Net Profit (defined below) for each completed customer transaction after deducting:

• Production costs; and
• Taxes, refunds, or chargebacks where applicable.

This revenue distribution applies exclusively to Drops launched under the pre-order model.

Payments are made through the SPARKIT Wallet and will be subject to the rules applicable to the Wallet which are referenced in Clause 9. Royalties are exclusive of VAT or similar taxes.

9. Creator Wallet and Withdrawals

Creators may view balances, earnings, and withdrawal options in their SPARKIT Wallet. SPARKIT is not a licensed financial institution and holds funds on a custodial basis solely for payout purposes.

Withdrawals are processed in the currency specified in the Creator's account and are subject to applicable transaction fees and verification. SPARKIT may temporarily withhold funds pending investigation of any suspected breach of these Creator Terms.

All payments and withdrawals are processed through third-party payment providers (e.g., Stripe or equivalent) and are subject to their respective terms of service.

10. Marketing and Promotion

Creators are encouraged to promote their Drops via personal and social-media channels, provided that they:

• Do not misrepresent their relationship with SPARKIT;
• Comply with all applicable advertising-disclosure regulations; and
• Avoid any content that may damage SPARKIT's reputation or brand image.

SPARKIT may feature Creators or Designs at its discretion in marketing campaigns, press materials, or investor communications, without additional compensation beyond the royalties described above.

11. Limitations of Liability

SPARKIT provides the Platform and related services on an "as-is" and "as-available" basis. To the maximum extent permitted by law, SPARKIT disclaims all warranties, express or implied, including fitness for a particular purpose and non-infringement.

SPARKIT's liability shall be limited to direct damages caused by proven intent or gross negligence, in accordance with Article 100 of the Swiss Code of Obligations.

SPARKIT shall not be liable for indirect, consequential, or incidental damages, loss of profit, or data loss. Nothing in these Creator Terms excludes liability for gross negligence, willful misconduct, or obligations mandated by Swiss law.

Creators are advised to back up all data and Designs created on the Platform.

12. Termination

Either party may terminate this Agreement at any time by written notice or by deleting the Creator account. Termination shall not affect any accrued rights, obligations, or licenses granted prior to termination.

Upon termination:

• SPARKIT may continue to sell existing stock or fulfill pending orders for a Sell-Through Period of three (3) months;
• Royalties accrued up to the date of termination shall remain payable; and
• All licenses granted to SPARKIT for active Drops shall survive for the Sell-Through Period.

SPARKIT may suspend or terminate access immediately if the Creator breaches these Terms, submits infringing Designs, or acts in a manner harmful to the Platform or brand.

13. Data Protection and Privacy

SPARKIT processes personal data in accordance with the SPARKIT Privacy Policy and applicable Swiss and EU data-protection laws. Creators must ensure that all personal information provided is accurate and current.

14. Amendments to These Terms

SPARKIT may modify these Creator Terms to reflect legal, technical, or operational updates. Notice of material changes will be provided via email or through the Platform. Continued use of the Platform after such updates constitutes acceptance of the revised Terms.

15. Governing Law and Jurisdiction

These Creator Terms shall be governed by and construed in accordance with the laws of Switzerland, without regard to conflict-of-law principles. The exclusive place of jurisdiction for any dispute arising out of or in connection with these Creator Terms shall be the competent courts of Zug, Switzerland.

16. Miscellaneous

Each section of these Creator Terms operates independently; if any provision is held invalid, the remainder shall remain enforceable.

No delay or failure by SPARKIT to enforce any provision shall constitute a waiver of rights.

A person who is not a party to these Terms has no right to enforce them.

SPARKIT may assign or transfer its rights or obligations without prior notice; the Creator may not assign theirs without written consent.

17. Definitions

Angels: Individuals or entities who back or co-fund a Drop via the Platform.

Bespoke Products: Products manufactured by or for SPARKIT that incorporate a Creator's approved Design.

Creator Wallet: The digital wallet within the Platform used to track and distribute royalties.

Designs: Any artwork, imagery, or creative content submitted or generated by a Creator via the Platform.

Drop: A time-bound campaign or release featuring a Creator's approved Design.

Equal-Thirds Model: The revenue-sharing structure allocating one-third of Net Profit respectively to the Creator, Angels, and SPARKIT.

Net Profit: Gross revenue from sales of a Drop, minus production, fulfillment, platform, and transaction costs, refunds, and taxes.

Platform: The SPARKIT AI Design Tool, Drop system, Wallet, and related applications, websites, and APIs operated by SPVRKD AG.

Sell-Through Period: The post-termination period during which SPARKIT may continue to fulfill existing orders and sell remaining inventory.