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# SPARQ Terms of Service

**Last updated: 22 July 2026**

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## 1. Who We Are and What These Terms Cover

*In plain words: You're making a deal with SPARQ Hub Ltd, the UAE company that runs the SPARQ platform. These Terms cover everything you do on SPARQ - creating, playing, buying, and playing together.*

1.1. These Terms of Service (the "**Terms**") are a binding agreement between you and **SPARQ Hub Ltd**, a company incorporated in the Innovation City free zone (formerly RAK Digital Assets Oasis), Ras Al Khaimah, United Arab Emirates, with registered office at Office A, RAK DAO Business Centre, Al Rifaa, Sheikh Mohammed Bin Zayed Road, Ras Al Khaimah, United Arab Emirates ("**SPARQ**", "**we**", "**us**"). SPARQ Hub Ltd operates the SPARQ platform and is the entity you contract with under these Terms.

1.2. Games and other content published for distribution through the platform are published by **SPARQ Worlds Ltd**, a company incorporated in Innovation City, Ras Al Khaimah, United Arab Emirates, holding a media publishing license, and an Affiliate of SPARQ Hub Ltd ("**SPARQ Worlds**"). Where these Terms describe publishing and distribution, SPARQ Worlds acts as publisher of record.

1.3. "**Affiliate**" means any entity in which SPARQ Enterprises Holding Ltd (DIFC), directly or indirectly, holds at least fifty percent (50%) of the equity or voting rights, including SPARQ Hub Ltd and SPARQ Worlds Ltd.

1.4. These Terms cover your use of: the SPARQ editor and engine (browser and desktop), the SPARQ AI Assistant, multiplayer and communication features, publishing and hosting services, SPARQ Credits and Virtual Items, subscriptions, and the sparq.app website and related services (together, the "**Services**").

1.5. The following documents are part of these Terms and are incorporated by reference: the Community Standards, the Privacy Policy, and the Cookie Policy. If a document incorporated by reference conflicts with these Terms, these Terms control unless the other document expressly states otherwise.

1.6. **The plain-language summaries in italics are for convenience only.** They are not part of the agreement and have no legal effect on the interpretation of these Terms.

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## 2. Eligibility and Accounts

*In plain words: You must be at least 13. If you're under 18, a parent or guardian has to be on board and is responsible for what you do. Keep your login safe.*

2.1. **Minimum age.** You must be at least thirteen (13) years old to use the Services. We do not knowingly allow anyone under 13 to create an account or collect personal data from children under 13; if we learn that we have, we will close the account and delete the data (see the Privacy Policy).

2.2. **Users aged 13-17.** If you are 13 or older but under the age of majority where you live (18 in most places, and under UAE law the age of majority is 21 Gregorian years for certain purposes), you may only use the Services if your parent or legal guardian has reviewed and agreed to these Terms on your behalf. The parent or guardian is responsible for the account and all activity on it, including purchases. Certain features - including voice chat defaults, discoverability, and spending - are restricted or set to protective defaults for users under 18 (see Section 7 and the Community Standards).

2.3. **Purchases by minors.** You must be at least 18 (or the age of majority where you live) to make purchases, or have the express authorization of your parent or legal guardian, who is responsible for those purchases.

2.4. **Capacity.** You may not use the Services if you are barred from receiving them under the laws of the UAE or any other applicable jurisdiction, or if you cannot lawfully form a binding contract (yourself or through a parent/guardian as above).

2.5. **Your account.** You agree to provide accurate registration information and keep it current. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Notify us immediately at security@sparq.app of any unauthorized use. You may not sell, transfer, or share your account.

2.6. **Sanctions and export controls.** You represent that you are not located in, or a resident of, any jurisdiction subject to comprehensive sanctions applicable to us, and that you are not on any applicable sanctions list (including UN, UAE, EU, UK, and US OFAC lists). You agree to comply with applicable export control laws in connection with games and content you publish or download.

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## 3. Beta Status of the Services

*In plain words: SPARQ is in beta. Things will change, break, and occasionally disappear. We'll be as careful as we can with your projects, but don't bet the studio on beta uptime.*

3.1. The Services - including the AI Assistant, multiplayer infrastructure, and publishing pipeline - are currently offered on a **beta / early-access basis**. Features may change, be added, or be removed; uptime, data durability, and backward compatibility are not guaranteed during the beta period.

3.2. We will label features that are experimental or pre-release in the product where practicable, and will give up to seven (7) days' notice before discontinuing a major beta feature, except where discontinuation is required for security or legal reasons.

3.3. Beta status does not change our commitments in Section 5 (your ownership of your content), Section 8.7 (wind-down protections), or Section 15 (data export).

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## 4. Your License to Use SPARQ

*In plain words: We give you a license to use the engine and editor to build and ship your games. Don't steal it, break it, resell it, or use it to build a competing engine.*

4.1. Subject to these Terms, SPARQ grants you a personal, limited, non-exclusive, non-transferable, revocable license to access and use the Services, including the SPARQ editor, engine runtime, SDKs, and documentation, to create, collaborate on, publish, operate, and monetize interactive content, and to play content published by others.

4.2. Games you publish through the Services include the SPARQ engine runtime. Your license to distribute the runtime as part of your published game continues for as long as your game is distributed through the Services, in accordance with Section 13.

4.3. **You may not**, except to the extent a restriction is prohibited by applicable law:
(a) copy, modify, distribute, sell, lease, or sublicense the Services or any part of them other than as these Terms allow;
(b) reverse engineer, decompile, or attempt to extract the source code of the engine, editor, or AI Assistant;
(c) circumvent technical protections, moderation systems, or age gates;
(d) scrape, harvest, or bulk-extract data or content from the Services;
(e) use the Services or their outputs to develop, train, or improve a competing game engine, creation tool, or AI code-generation product;
(f) interfere with or disrupt the Services or other users' use of them.

4.4. All rights in the Services not expressly granted to you are reserved by SPARQ and its licensors. "SPARQ", the SPARQ logo, and related marks are trademarks of SPARQ or its Affiliates; you may not use them without our prior written permission, except to state truthfully that your game was made with SPARQ.

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## 5. Your Content: Ownership and Licenses

*In plain words: **You own everything you make with SPARQ.** Full stop. To run the platform we need narrow permissions: to host your work, run it for players, and show it in the store. If you delete your content, our license to it ends. Players who got your game keep it. We don't train AI on your work unless you opt in.*

5.1. **You own your content.** As between you and SPARQ, you retain all right, title, and interest, including all intellectual property rights, in and to everything you create, upload, or import into the Services - projects, games, code, assets, tools, templates, editor customizations, and any other content ("**Your Content**"). Nothing in these Terms transfers ownership of Your Content to SPARQ. No licensing surprises: we will never claim ownership of Your Content, and we will never apply new fees or license conditions retroactively to games you have already published (see Section 20).

5.2. **Private and unpublished content - permission to operate, not a license to exploit.** For Your Content that you have not published (private projects, drafts, in-editor work, collaboration sessions), you authorize SPARQ and its service providers to host, reproduce, and process it **for the sole purpose of providing the Services to you and your invited collaborators** - including storing, syncing, rendering, versioning, securing, debugging, and quality control. We claim no other rights in unpublished content.

5.3. **Published content - the license we need to distribute it.** When you publish Your Content (a game, asset, template, or tool) through the Services, you grant SPARQ a worldwide, non-exclusive, royalty-free, sublicensable (solely to our service providers and Affiliates, including SPARQ Worlds as publisher of record) and transferable license to host, store, reproduce, adapt for technical purposes (such as compiled builds, previews, thumbnails, streaming formats, and platform ports you request), publicly display, publicly perform, distribute, and promote that content **in connection with operating, providing, and marketing the Services**.

5.4. **The license ends when you take your content down.** If you unpublish or delete Your Content, the license in Section 5.3 terminates within thirty (30) days, except: (a) licenses already granted to players and other users under Sections 5.5 and 5.6 survive; (b) we may retain copies in routine backups for up to 90 days and as required by law; and (c) content already included in promotional materials may continue to appear in those existing materials.

5.5. **Players keep what they get.** When a player lawfully acquires access to your published game or content (free or paid), you grant that player a non-exclusive, personal license to access and use it as enabled through the functionality of the Services. That player license survives your later removal of the content, so players do not lose access to what they already acquired.

5.6. **Sharing with other creators.** When you share an asset, template, tool, or editor customization for use by other creators through the Services, you grant each acquiring creator a non-exclusive license to use, modify, and incorporate it into their projects and published games, as permitted by the functionality of the Services and any license options you select when sharing. This license, once granted for a specific acquisition, is irrevocable as to that acquisition (so games built on your shared content don't break), but you can stop new acquisitions at any time by unsharing.

5.7. **No AI training on Your Content.** We do not use Your Content - published or unpublished - or your AI Assistant prompts to train or fine-tune artificial intelligence or machine learning models, except (a) where you expressly enable such use through a designated opt-in control (off by default), or (b) for platform features that do not involve training generative models (such as search indexing, recommendations, moderation, and anti-cheat). We never use content or personal data of users under 18 for AI training, regardless of any setting. See Section 6 and the Privacy Policy.

5.8. **Your responsibilities.** You represent and warrant that you have all rights necessary to grant the licenses above, and that Your Content and its use on the Services do not infringe third-party rights or violate applicable law or the Community Standards. You are solely responsible for Your Content, including compliance of your published games with laws applicable to you and your players (e.g., consumer, privacy, and content-rating laws for the audiences you target).

5.9. **Feedback.** If you send us suggestions or feedback about the Services, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you. Feedback does not include Your Content.

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## 6. AI Assistant

*In plain words: What you put in and what the AI writes out is yours (to the extent anyone can own it). But AI output isn't unique - someone else might get similar code - and it isn't guaranteed to be correct or safe. Check it before you ship it. We don't train on your prompts unless you opt in.*

6.1. **Inputs and outputs.** The SPARQ AI Assistant generates code, configurations, tools, and other material ("**Output**") in response to your prompts and project context ("**Input**"). As between you and SPARQ, you retain ownership of your Input, and SPARQ hereby assigns to you all of its right, title, and interest, **if any**, in and to Output generated for you. Output is part of Your Content once incorporated into your project.

6.2. **Output is not exclusive.** Due to the nature of machine learning, Output may not be unique: other users may receive similar or identical output from the AI Assistant. The assignment in Section 6.1 does not extend to other users' output, and you may not assert rights in Output against another user who independently received similar output.

6.3. **Output is not verified.** Output is generated by artificial intelligence and is not reviewed or verified by SPARQ. It may be inaccurate, incomplete, insecure, inefficient, or unsuitable for your purpose, and may occasionally be objectionable. **You are responsible for evaluating and testing Output before relying on it or shipping it**, including for security, performance, and legal compliance. Generated code may resemble code subject to open-source licenses; you are responsible for license compliance in your published games.

6.4. **AI usage limits and credits.** Use of the AI Assistant may be subject to usage limits, subscription tiers, and AI credit top-ups. AI credits: (a) are not legal tender, currency, or stored value; (b) have no monetary value and are not redeemable for money; (c) are not transferable between accounts; and (d) expire as stated at purchase or, if not stated, at the end of the applicable billing period. Refunds for subscription tiers are handled under Section 9; where a refund is legally required for unused credits, it will be calculated on the remaining subscription time, not on credit counts.

6.5. **AI restrictions.** You may not use the AI Assistant to: (a) develop or train a competing model, engine, or code-assistant; (b) generate content that violates the Community Standards or applicable law; (c) submit personal data of others except as permitted by the Privacy Policy and applicable law; or (d) misrepresent AI-generated content as entirely human-made where a disclosure obligation applies.

6.6. **Third-party model providers.** The AI Assistant is powered in part by third-party model providers - currently including OpenAI, Anthropic, OpenRouter, and Moonshot AI, among others - which process your Inputs to generate Output. Their processing is described in the Privacy Policy. Do not include personal or sensitive information in prompts.

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## 7. Multiplayer, Voice Chat, and Communications

*In plain words: Multiplayer and voice chat are moderated for safety. Voice clips used for moderation are kept briefly. We don't collect voiceprints. Teen accounts get protective defaults.*

7.1. The Services include multiplayer sessions, real-time collaboration, text and voice chat, and recording/replay features. Anything you communicate through these features must comply with the Community Standards.

7.2. **Moderation.** We may monitor, filter, and moderate communications (including with automated tools) for safety, anti-cheat, and legal compliance. Short excerpts of voice chat may be captured and retained briefly for moderation review as described in the Privacy Policy. We do **not** collect biometric identifiers such as voiceprints.

7.3. **Recording and replay.** Where a session enables recording or replay, participants are notified through the product. You are responsible for obtaining any consents required by the laws applicable to you before recording others outside the platform's built-in, disclosed features.

7.4. **Protections for users under 18.** For accounts of users under 18: voice chat and open text chat default to off or friends-only; profiles default to limited discoverability; sessions default to invite-only; and spending controls are available to parents/guardians. We may require age assurance before enabling communication features, and we may re-verify age where an account attempts to change its stated age.

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## 8. SPARQ Credits and Virtual Items

*In plain words: Credits are play money for the SPARQ ecosystem, not real money. They can't be cashed out, transferred, or invested. Purchases are final except where the law says otherwise. If SPARQ ever shuts down, Section 8.7 says we wind down fairly instead of zeroing you out.*

8.1. **What Credits are.** "SPARQ Credits" ("**Credits**") are a limited, personal, revocable license to access features and content within the Services. Credits and virtual goods, items, and content acquired with them ("**Virtual Items**") are **not** legal tender, currency, electronic money, gift cards, deposits, securities, virtual assets, or property of any kind. Credits do not earn interest and have no value outside the Services.

8.2. **Closed loop.** Credits cannot be redeemed, exchanged, or cashed out for real currency, cryptocurrency, or anything of monetary value. Credits and Virtual Items may not be sold, bartered, gifted, or transferred between accounts or outside the Services, and any attempted transfer is void. You may not market or describe Credits or Virtual Items as an investment or offer them for off-platform trade.

8.3. **Purchases are final.** All purchases of Credits and Virtual Items are final and non-refundable, except where a refund is required by applicable law or expressly offered by us.

8.4. **EU/UK withdrawal right.** If you are a consumer in the EU or UK, you have a 14-day right of withdrawal for digital content purchases. By purchasing Credits or Virtual Items and requesting immediate delivery, you expressly consent to immediate performance and acknowledge that you thereby lose the right of withdrawal once delivery has begun. Where you top up Credits without immediately spending them, statutory withdrawal rights are honored per applicable law.

8.5. **Pricing and changes.** Credit prices, exchange rates into in-game purchases, and Virtual Item availability may change prospectively. Regional pricing applies to your declared country of residence; circumventing regional pricing is prohibited.

8.6. **Expiry.** Your license to Credits and Virtual Items ends when your account or these Terms terminate (see Section 15), and unused Credits are forfeited at that time, except to the extent applicable law requires otherwise or Section 8.7 applies.

8.7. **Wind-down protections.** If we permanently discontinue the Services (or the Credits system as a whole), we commit to: (a) at least ninety (90) days' advance notice; (b) suspension of new Credit sales promptly on announcement; (c) a pro-rata refund or equivalent remedy for Credits purchased and unused as of the announcement; and (d) a project and data export window under Section 15.5. This section survives termination.

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## 9. Subscriptions, Billing, and Taxes

*In plain words: Subscriptions renew automatically unless you turn renewal off at least 24 hours before the period ends. Prices may exclude VAT. Buy top-ups only from official channels.*

9.1. Certain features are offered by subscription or one-time purchase. By purchasing, you authorize us and our payment processors to charge your selected payment method.

9.2. **Auto-renewal.** Subscriptions renew automatically for successive periods at the then-current price unless you turn off auto-renewal at least 24 hours before the end of the current period. You can manage or cancel in account settings; cancellation takes effect at the end of the paid period.

9.3. **Price changes.** We will give at least thirty (30) days' notice of subscription price increases, effective from your next renewal. If you don't agree, cancel before renewal.

9.4. **Taxes.** Prices are stated exclusive of applicable taxes (including UAE VAT at 5% where applicable) unless stated otherwise; you are responsible for applicable taxes, which we will collect where required.

9.5. **Authorized purchase channels.** Purchase Credits, subscriptions, and Virtual Items only through the Services, official app stores, or partners we designate. We may void or reverse purchases from unauthorized resellers.

9.6. **Chargebacks.** If you believe a charge is in error, contact us first at billing@sparq.app. We do not penalize accounts for legitimate payment disputes; however, we may suspend or restrict accounts where fraud indicators are present, and we may reverse Credits or Virtual Items funded by reversed payments.

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## 10. Acceptable Use and Community Standards

*In plain words: Don't use SPARQ to hurt people or break the law. The full rules live in the Community Standards; the essentials are here.*

10.1. You must comply with the Community Standards, which form part of these Terms. In summary, you may not create, publish, or communicate content or engage in conduct that:
(a) is illegal, or promotes illegal activity, under laws applicable to you, to SPARQ, or to the audiences you distribute to;
(b) sexualizes minors in any way (zero tolerance - immediate termination and reporting to authorities);
(c) constitutes harassment, hate, credible threats, doxxing, or incitement of violence;
(d) infringes intellectual property, privacy, or other rights;
(e) involves cheating, exploits, malware, or unauthorized access;
(f) constitutes unregulated gambling, or chance-based mechanics that pay out anything of value;
(g) is deceptive, including undisclosed paid promotion, impersonation, or misrepresenting AI content where disclosure is required; or
(h) misuses communication features for spam or unsolicited commercial messaging.

10.2. **Distribution-specific rules.** Content distributed to particular regions must comply with content laws of those regions. For content distributed in the UAE, this includes the media content standards issued under UAE Federal Decree-Law No. 55 of 2023 (Media Regulation) and its executive regulations - including prohibitions on content offending religious beliefs, undermining public order or national symbols, inciting hatred or violence, violating privacy, or spreading false news - and applicable age-classification requirements (Section 13.3). We may geo-restrict content that is lawful in some regions but not others rather than removing it globally, where practicable.

10.3. We may investigate violations and take enforcement action described in Section 11.

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## 11. Content Moderation, Enforcement, and Appeals

*In plain words: If we remove your stuff or restrict your account, we'll tell you what rule was broken and you can appeal. EU users get the extra rights the DSA gives them.*

11.1. **Enforcement actions.** We may remove or restrict content, restrict features, suspend, or terminate accounts for violations of these Terms or the Community Standards, to comply with law, or to protect users or the Services. We aim to use the least severe effective measure.

11.2. **Notice-and-action.** Anyone may report illegal or violating content through in-product reporting or report@sparq.app. We review reports and act on them without undue delay.

11.3. **Statement of reasons.** When we remove or restrict your content or account (other than for security, legal prohibition, or spam-at-scale reasons), we will notify you of the action, the rule or law relied on, and how to appeal.

11.4. **Appeals.** You may appeal enforcement decisions by writing to appeals@sparq.app within 6 months of the decision. Appeals are reviewed by a person not solely reliant on the automated system that made the original decision.

11.5. **EU users.** For users in the European Union, we provide the complaint-handling, out-of-court dispute settlement, and transparency mechanisms required by Regulation (EU) 2022/2065 (Digital Services Act). Our DSA point of contact is dsa@sparq.app. Information about our content-moderation tools, including automated tools, is provided in the Community Standards.

11.6. We do not use dark patterns to obtain consent or influence choices, and we do not serve profiling-based advertising to minors.

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## 12. Intellectual Property Complaints (DMCA and Equivalent)

*In plain words: If someone's content on SPARQ infringes your rights, send a proper notice and we'll act. False accusations have consequences. Repeat infringers lose their accounts.*

12.1. **Copyright notices.** Send copyright infringement notices to our designated agent: Copyright Agent, SPARQ Hub Ltd, Office A, RAK DAO Business Centre, Al Rifaa, Sheikh Mohammed Bin Zayed Road, Ras Al Khaimah, United Arab Emirates; copyright@sparq.app. A valid notice must include: (a) identification of the copyrighted work; (b) identification and location (URL) of the allegedly infringing material; (c) your contact information; (d) a statement of good-faith belief that the use is unauthorized; (e) a statement, under penalty of perjury, that the notice is accurate and you are authorized to act; and (f) your physical or electronic signature.

12.2. **Misrepresentation.** Knowingly misrepresenting that material is infringing may make you liable for damages, including costs and attorneys' fees (17 U.S.C. § 512(f) and equivalents).

12.3. **Counter-notices.** If your content was removed and you believe the removal was mistaken, you may submit a counter-notice with the statutory elements to the same agent. Unless the complainant notifies us within ten (10) to fourteen (14) business days that it has filed a court action, we may restore the content.

12.4. **Repeat infringers.** We may suspend or terminate accounts of users who repeatedly or egregiously infringe intellectual property rights.

12.5. **Trademark and other IP complaints.** Send trademark and other IP complaints to ip@sparq.app with equivalent identifying information.

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## 13. Publishing and Distribution

*In plain words: When you hit publish, SPARQ Worlds acts as the publisher of record and handles distribution plumbing. You choose where your game goes. Age ratings apply where the law requires them.*

13.1. **Publisher of record.** Published games are distributed through infrastructure operated by SPARQ and, where required by applicable media law, under the media publishing license of SPARQ Worlds as publisher of record. This does not transfer any ownership of Your Content (Section 5 controls).

13.2. **Distribution choices.** You control whether your game is private, unlisted, or public, and (where the feature is available) the regions and platforms it is distributed to. Distribution through third-party app stores is additionally subject to those stores' terms.

13.3. **Age ratings.** Published games must carry accurate content descriptors as prompted at publishing. For distribution in the UAE, games are subject to the age-classification system administered by the UAE Media Council (3+, 7+, 12+, 16+, 18+, 21+ tiers or as updated); we may require classification information, apply a rating, or restrict distribution in a region pending classification.

13.4. **Takedowns.** We may suspend or geo-restrict distribution of a game where required by law, regulator direction, app-store or payment-processor requirement, or the Community Standards, with notice and appeal per Section 11.

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## 14. Third-Party Services

14.1. The Services interoperate with third-party services (for example: app stores, payment processors, Discord communities, cloud providers, and AI model providers). Your use of third-party services is governed by their terms, and we are not responsible for them. Links or integrations are not endorsements.

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## 15. Term, Termination, and Data Export

*In plain words: You can leave any time and take your projects with you - you get at least 30 days to export. Players keep games they got. If you break the rules badly, we can suspend or close your account, with notice and appeal in most cases.*

15.1. **Term.** These Terms apply from your first use of the Services until terminated.

15.2. **Termination by you.** You may stop using the Services and delete your account at any time in account settings.

15.3. **Termination or suspension by us.** We may suspend or terminate your access (in whole or part) for material or repeated breach of these Terms, legal compulsion, extended inactivity (Section 15.6), or discontinuation of the Services (Section 8.7). Except where the breach is severe (e.g., Section 10.1(b), security compromise, fraud) or notice is legally prohibited, we will give notice and an opportunity to appeal (Section 11).

15.4. **Effect of termination.** On termination: your license to the Services ends; your license to Credits and Virtual Items ends per Section 8.6; **but**: (a) players' licenses to content they lawfully acquired survive (Section 5.5); and (b) Sections intended to survive (including 5.1, 5.4-5.6, 8.7, 12, 15.4-15.5, 16-19, and 21) survive.

15.5. **Data export.** For at least thirty (30) days after account closure (and longer in a platform wind-down under Section 8.7), you may export your projects, code, and assets in the portable formats the Services support. We will not withhold export of Your Content as leverage in a dispute, except where legally required (e.g., court order) or where the content itself is illegal.

15.6. **Inactivity.** We may close accounts inactive for more than 24 months after two notices to the registered email, with the export window in Section 15.5.

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## 16. Disclaimers

*In plain words: SPARQ is provided as-is, especially during beta. The engine and the AI are tools; what you build with them, and how it performs, is on you.*

16.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING THE AI ASSISTANT AND ALL OUTPUT, ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OR ERROR-FREE OPERATION.

16.2. THE ENGINE, EDITOR, AI ASSISTANT, AND OTHER TOOLS ARE TOOLS. SPARQ IS NOT RESPONSIBLE FOR THE RESULTS OBTAINED THROUGH THEIR USE, INCLUDING THE PERFORMANCE, SECURITY, LEGALITY, OR COMMERCIAL SUCCESS OF GAMES AND CONTENT YOU CREATE OR PUBLISH.

16.3. **Nothing in these Terms excludes, limits, or waives rights you have under mandatory consumer protection law** - including, for consumers in the UAE, non-waivable rights under Federal Law No. 15 of 2020 on Consumer Protection and its executive regulations, and, for consumers in the EU/UK, statutory rights in respect of digital content and services. Sections 16 and 17 apply only to the fullest extent permitted by the law applicable to you.

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## 17. Limitation of Liability

17.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) NEITHER SPARQ NOR ITS AFFILIATES, OFFICERS, EMPLOYEES, OR SUPPLIERS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, DATA, OR GOODWILL; AND (B) THE TOTAL AGGREGATE LIABILITY OF SPARQ AND ITS AFFILIATES FOR ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (i) ONE HUNDRED US DOLLARS (USD 100) OR (ii) THE AMOUNTS YOU PAID TO SPARQ FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

17.2. The exclusions and cap in Section 17.1 do not apply to: (a) liability that cannot be excluded or limited by applicable law (including for death, personal injury, fraud, or gross negligence/willful misconduct); or (b) your non-waivable consumer rights (Section 16.3).

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## 18. Indemnification

18.1. To the extent permitted by the law applicable to you (and not applicable to consumers where prohibited), you will indemnify and hold harmless SPARQ and its Affiliates from third-party claims, damages, and reasonable costs (including legal fees) arising out of or related to: (a) Your Content; (b) your published games and their operation, including your compliance obligations toward your players; (c) your violation of these Terms or applicable law; or (d) your infringement of third-party rights. We will notify you of any such claim and may participate in the defense with our own counsel.

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## 19. Governing Law and Dispute Resolution

*In plain words: These Terms run under DIFC law with DIFC Courts in Dubai - modern, English-language, common-law courts. If you're a consumer in the EU or UK, you keep your local courts and local consumer rights. If you're in the US, disputes go to individual arbitration unless you opt out within 30 days.*

19.1. **Governing law and forum (default).** To the fullest extent permitted by applicable law, these Terms, their subject matter and formation, and any non-contractual obligations arising in connection with them are governed by the laws of the **Dubai International Financial Centre (DIFC)**, Dubai, United Arab Emirates. Subject to Sections 19.3-19.5, you and SPARQ agree, in accordance with Article 5(A)(2) of Dubai Law No. 12 of 2004 (as amended), that the **Courts of the DIFC** have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms or the Services, including proceedings before the DIFC Courts' Small Claims Tribunal for qualifying claims.

19.2. **Informal resolution first.** Before starting formal proceedings, you and we agree to try to resolve any dispute informally: write to legal@sparq.app with your name, account, and a description of the dispute, and allow sixty (60) days for good-faith discussion. This step is not required where urgent injunctive relief is sought or where it is incompatible with mandatory local law.

19.3. **Consumers in the EU, EEA, UK, and Switzerland.** Nothing in this Section 19 deprives you of the protection of mandatory provisions of the law of your country of residence or of your right to bring or defend proceedings in the courts of that country. Section 19.5 (arbitration) does not apply to you. You may also use the out-of-court mechanisms in Section 11.5.

19.4. **Consumers in the UAE.** Nothing in this Section limits rights you hold under UAE consumer protection law that cannot be waived by agreement, including any right to bring qualifying claims before competent UAE consumer authorities or courts.

19.5. **Users in the United States - arbitration.** If you reside in the United States, you and SPARQ agree to resolve disputes through **binding individual arbitration** administered by National Arbitration and Mediation (NAM) under its consumer rules, after the informal-resolution step in Section 19.2, except that either party may bring qualifying claims in small-claims court and either party may seek injunctive relief for intellectual-property or security matters. **Class actions and class arbitrations are waived** to the extent permitted by law. Batch procedures apply where twenty-five (25) or more similar demands are filed by the same or coordinated counsel. **You may opt out of this arbitration agreement within 30 days of first accepting these Terms** by emailing arbitration-optout@sparq.app with your name and account; opting out does not affect the rest of these Terms. The Federal Arbitration Act governs this Section 19.5.

19.6. **Language.** These Terms are drafted in English. If we publish translations (including Arabic), the English version prevails to the extent permitted by applicable law.

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## 20. Changes to These Terms

*In plain words: We'll tell you before meaningful changes take effect, we keep a public changelog, and we will never rewrite the deal retroactively for games you've already shipped.*

20.1. We may update these Terms. For material changes, we will give at least thirty (30) days' notice by email and in-product before the changes take effect, except where shorter notice is required by law, security, or regulatory obligation. Continued use after the effective date constitutes acceptance; if you do not agree, stop using the Services and, if applicable, exercise your export rights (Section 15.5).

20.2. **No retroactive economics.** Changes to pricing or license terms will not apply retroactively to games already published or transactions already completed. The terms in effect at the time of publication continue to govern already-published versions of your game until you republish under new terms, except for changes required by law or safety.

20.3. We maintain a public, dated changelog of these Terms at sparq.app/legal/changelog.

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## 21. General

21.1. **Entire agreement.** These Terms (with the documents incorporated by reference) are the entire agreement between you and SPARQ regarding the Services and supersede prior agreements on that subject.

21.2. **Severability.** If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remainder will remain in effect.

21.3. **No waiver.** Failure to enforce a provision is not a waiver.

21.4. **Assignment.** You may not assign these Terms without our consent. We may assign them to an Affiliate or in connection with a merger, acquisition, or sale of assets, provided the assignee assumes our obligations, including Sections 5, 8.7, and 20.2.

21.5. **Force majeure.** Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it uses reasonable efforts to mitigate. This does not excuse payment obligations for amounts already accrued.

21.6. **Notices.** We may notify you via the email on your account or in-product. Legal notices to SPARQ go to legal@sparq.app and SPARQ Hub Ltd, Office A, RAK DAO Business Centre, Al Rifaa, Sheikh Mohammed Bin Zayed Road, Ras Al Khaimah, United Arab Emirates, and are effective on receipt.

21.7. **Electronic agreement.** These Terms may be accepted electronically in accordance with UAE Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services and equivalent laws.

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## 22. Contact

SPARQ Hub Ltd
Office A, RAK DAO Business Centre, Al Rifaa, Sheikh Mohammed Bin Zayed Road, Ras Al Khaimah, United Arab Emirates
Support: support@sparq.app · Legal: legal@sparq.app · Privacy: privacy@sparq.app