Legal
Last Updated: October 13, 2026
These Developer Terms of Service ("Agreement") govern your relationship with Spark App Studio LLC ("Company", "we", "us", or "our") as an independent contractor developer ("Developer", "you", or "your"). By registering as a developer or accepting project assignments, you agree to be bound by these terms.
Important: Spark App Studio LLC is a Platform and Intermediary
You acknowledge and agree that Spark App Studio LLC operates as a platform and intermediary that connects clients seeking custom application development services with independent developer contractors. By using our platform, you understand and accept the following:
Client-Developer Relationship: Your relationship with clients is a direct contractual relationship facilitated through our platform. Spark App Studio LLC is not a party to that relationship and is not responsible for your work product, performance, or conduct, except as expressly provided in these Developer Terms of Service.
Independent Contractor Status: You are an independent contractor, not an employee, agent, partner, or joint venturer of Spark App Studio LLC. This Agreement does not create an employment relationship, and you will not be entitled to any employee benefits including but not limited to health insurance, retirement benefits, paid time off, unemployment compensation, or workers' compensation.
Tax Responsibilities: You are solely responsible for all taxes, including income tax, self-employment tax, and any other applicable taxes on amounts paid to you. We will not withhold taxes on your behalf. You may receive a Form 1099 if required by law.
No Exclusive Relationship: You are free to work for other clients and companies. However, you must not allow other work to interfere with your obligations under this Agreement.
Work Product Ownership: All work product, code, designs, documentation, and deliverables ("Work Product") created by you in connection with any project shall be considered "work made for hire" under U.S. copyright law. To the extent any Work Product does not qualify as work made for hire, you hereby irrevocably assign, transfer, and convey to Spark App Studio LLC all right, title, and interest in and to such Work Product, including all intellectual property rights therein.
Client Ownership: You acknowledge that upon full payment, the client will own all custom Work Product. You shall not reuse, repurpose, or redistribute any client-specific code or designs without express written permission from both Spark App Studio LLC and the client.
Our Tools and Templates: Spark App Studio LLC retains all rights to its proprietary development tools, templates, frameworks, methodologies, and any pre-existing intellectual property. You are granted a limited license to use these tools solely for completing assigned projects.
Confidential Information: You agree to maintain strict confidentiality regarding all non-public information disclosed to you, including but not limited to: client information, business strategies, financial data, technical specifications, source code, trade secrets, and proprietary methodologies ("Confidential Information").
Non-Disclosure Obligation: You shall not disclose Confidential Information to any third party without prior written consent. You shall use Confidential Information solely for performing your obligations under this Agreement.
Duration: Your confidentiality obligations shall survive termination of this Agreement and continue for a period of five (5) years, or indefinitely for trade secrets.
Compensation Structure: Projects are fixed-price, based on the quote you submit and the client approves. Clients pay a 50% deposit before work begins and pay for each milestone after approving its delivery. You do not submit invoices or time logs.
Platform Fee: Spark App Studio LLC retains 20% of each client payment for the work (excluding card processing fees). This fee covers platform costs, client acquisition, project management, and administrative overhead.
Payouts: For each client payment on your project (deposit, milestone or maintenance plan), you receive 80% of the amount the client pays for the work, excluding card processing fees, transferred to your Stripe Connect account when the client's payment succeeds. If your account cannot receive payouts when a client pays, your payout is held and sent once your account is able to receive it.
Client Cancellations, Refunds & Clawbacks: Clients may cancel a project under the Client Terms of Service. If a client cancels:
How Clawbacks Work: Clawbacks are made by reversing the corresponding Stripe Connect transfers to your account. If your Stripe balance is insufficient for a reversal, the outstanding amount is a debt owed to Spark App Studio LLC. It is deducted automatically from your next payouts until repaid, and any amount still outstanding after 30 days from notice is payable on request. The same applies to your share of any client payment that is refunded or disputed with the client's card issuer (a chargeback): your share is clawed back when the disputed funds are withdrawn from Spark App Studio LLC, or withheld from your payout if it has not yet been sent, and is returned to you if the dispute is decided in our favor. We notify you by email of every clawback and its amount.
Disputes: Any payment disputes must be raised in writing within 30 days of the disputed payment. Failure to raise disputes within this timeframe constitutes acceptance of the payment.
You agree to:
Every change to a project's code must pass automated tests, a build and a Shoalscan security scan, as described in the Quality Checks guide in the developer documentation. You agree to:
Delivering a milestone without passing checks, or confirming checks that did not pass, is a breach of these Terms.
No Direct Client Contact: All client communications must be conducted through Spark App Studio LLC's designated channels unless explicitly authorized. You shall not share personal contact information with clients or encourage clients to work with you outside the platform.
Non-Solicitation: During the term of this Agreement and for twelve (12) months thereafter, you agree not to: (a) directly solicit, engage, or accept work from any Spark App Studio LLC client you worked with through the platform; or (b) encourage any Spark App Studio LLC client to terminate or reduce their relationship with us.
Liquidated Damages: If you violate the non-solicitation provision, you agree to pay Spark App Studio LLC liquidated damages equal to 50% of the gross revenue from any such unauthorized work for a period of 24 months, as calculating actual damages would be impractical.
You represent and warrant that:
Restricted Business Types & Stripe Connect Compliance: Spark App Studio LLC uses Stripe Connect for payment processing and payouts to developers. Stripe maintains a list of prohibited and restricted business types that cannot use their payment services. You are solely responsible for ensuring that your business type and the services you provide comply with Stripe's terms of service and acceptable use policies.
Prohibited Business Types Include: Gambling, casinos, lotteries, sports betting; adult services, pornography, escort services; illegal drugs, cannabis products (in most jurisdictions); weapons, firearms, dangerous materials; debt settlement, check cashing, money orders; counterfeit goods, pirated content; pyramid schemes, MLM businesses; cryptocurrency mining, ICOs, secondary NFT sales; and other categories as defined by Stripe. A complete list is available at Stripe's Prohibited & Restricted Businesses.
Developer Liability: You represent and warrant that your business does not operate in a prohibited business category and that any services you provide through Spark App Studio LLC will not be used for prohibited purposes. If your business operates in a restricted category (such as healthcare, licensed financial services, or legal services), you represent that you have obtained all necessary licenses and authorizations required by law. You acknowledge that Spark App Studio LLC may validate your business type before allowing you to connect your Stripe account, and that providing false or misleading information about your business type constitutes a material breach of this Agreement.
Consequences of Non-Compliance: If we discover that your business type is prohibited by Stripe's terms, or if Stripe rejects, suspends, or terminates your Stripe Connect account due to your business type, we reserve the right to immediately suspend or terminate this Agreement and your access to the platform. You will remain liable for all work completed and any outstanding obligations up to the date of termination. We are not responsible for any losses, damages, or consequences you may incur as a result of your business type being incompatible with Stripe's terms, including but not limited to inability to receive payments, loss of project assignments, or account suspension.
Ongoing Compliance: You agree to immediately notify Spark App Studio LLC if your business type changes or if you become aware that your business type may be prohibited or restricted by Stripe. Failure to provide such notice may result in immediate termination of this Agreement.
Defect Warranty: You warrant that your Work Product will be free from material defects and will function substantially in accordance with project specifications. For thirty (30) days following delivery of any Work Product, you agree to correct, at no additional charge, any material defects that prevent the Work Product from functioning as specified in the project requirements.
This warranty does not cover: (a) defects caused by modifications made by others; (b) defects resulting from misuse, abuse, or use contrary to specifications; (c) defects in third-party components or services; (d) issues arising from changes to the operating environment; or (e) feature requests or enhancements beyond the original scope.
You agree to indemnify, defend, and hold harmless Spark App Studio LLC, its officers, directors, employees, contractors, clients, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or relating to:
Disclaimer: SPARK APP STUDIO PROVIDES THE PLATFORM AND PROJECT OPPORTUNITIES "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
Liability Cap: TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPARK APP STUDIO'S TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID TO YOU IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
Exclusion of Damages: IN NO EVENT SHALL SPARK APP STUDIO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF GOODWILL, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE.
Termination by Either Party: Either party may terminate this Agreement at any time with or without cause by providing written notice. Termination shall not affect obligations for ongoing projects, which must be completed or transitioned according to the project terms.
Immediate Termination: Spark App Studio LLC may immediately terminate this Agreement and suspend your access to the platform if you: (a) breach any material term of this Agreement; (b) engage in fraudulent, illegal, or unethical conduct; (c) fail to meet quality or deadline requirements; or (d) violate confidentiality or intellectual property obligations.
Survival: Provisions regarding intellectual property, confidentiality, indemnification, limitation of liability, and dispute resolution shall survive termination of this Agreement.
Informal Resolution: In the event of any dispute, claim, or controversy, the parties agree to first attempt to resolve the matter through good faith negotiations.
Binding Arbitration: If the dispute cannot be resolved through negotiation within thirty (30) days, it shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in the jurisdiction where Spark App Studio is headquartered.
Class Action Waiver: You agree to resolve disputes on an individual basis only and waive any right to participate in class actions or class-wide arbitration.
You agree not to:
Spark App Studio LLC reserves the right to modify these Developer Terms at any time. We will notify you of material changes via email or platform notification. Your continued participation after such modifications constitutes acceptance of the updated terms. If you do not agree to the modifications, you must cease using the platform.
Entire Agreement: This Agreement, together with any project-specific terms, constitutes the entire agreement between you and Spark App Studio LLC and supersedes all prior agreements.
Severability: If any provision is found to be unenforceable, the remaining provisions shall remain in full force and effect.
Governing Law: This Agreement shall be governed by the laws of the United States and the state in which Spark App Studio LLC is incorporated, without regard to conflict of law principles.
Assignment: You may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Spark App Studio LLC. Any attempted assignment in violation of this provision shall be null and void. Spark App Studio LLC may assign this Agreement without consent (a) to any of its Affiliates; or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or business to which this Agreement relates. For purposes of this Agreement, "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with Spark App Studio LLC.
Spark App Studio LLC
For questions about these Developer Terms of Service, please contact us through the platform messaging system or via email at developers@sparkappstudio.com