SoleSpark Terms of Use

1. Acceptance of Terms

Welcome to SoleSpark (the “Platform,” “App,” or “Service”). These Terms of Use (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and ToeBros LLC, a Delaware limited liability company (“Company,” “we,” “us,” or “our”).

BY CREATING AN ACCOUNT, ACCESSING, OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS, OUR PRIVACY POLICY, AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE PLATFORM.

We reserve the right to modify these Terms at any time. Material changes will be communicated via the App or email. Your continued use after such modifications constitutes acceptance of the updated Terms.

2. Eligibility

To use the Platform, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into a binding contract
• Not be prohibited from using the Service under applicable laws
• Not have been previously banned or removed from the Platform

You represent and warrant that all information you provide during registration is accurate and complete. You agree to maintain the accuracy of such information.

2.1 Age Verification

We require all users to verify their date of birth during registration. We also employ photo verification for general users and government-issued ID verification for marketplace sellers. We reserve the right to terminate any account we reasonably believe belongs to a minor.

3. Account Registration and Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized use of your account

We reserve the right to suspend or terminate accounts that we reasonably believe have been compromised or are being used fraudulently.

3.1 Photo Verification

To enhance safety and authenticity, we require photo verification during account setup. Failure to complete verification may result in limited access to Platform features.

4. Platform Description

SoleSpark is a dual-platform mobile application that provides:

4.1 Social Connection Services

A matching and social networking service designed for the foot enthusiast community. Users can create profiles, set preferences, match with other users, and communicate via direct messaging.

4.2 E-Commerce Marketplace

A marketplace where verified sellers can list pre-owned footwear for sale, and buyers can purchase items through our secure transaction system. All transactions utilize our double-blind shipping process to protect buyer and seller privacy.

5. User Conduct and Content Policies

5.1 Prohibited Content

You agree NOT to post, upload, transmit, or share any content that:

• Is sexually explicit, pornographic, or obscene (including in direct messages)
• Contains nudity or depicts sexual acts
• Depicts or promotes violence, self-harm, or illegal activities
• Is defamatory, harassing, threatening, or bullying toward other users
• Infringes on the intellectual property rights of others
• Contains malware, viruses, or other harmful code
• Promotes discrimination based on race, ethnicity, religion, gender, sexual orientation, disability, or other protected characteristics
• Involves commercial solicitation or spam
• Contains false or misleading information
• Violates any applicable law or regulation

5.2 Prohibited Conduct

You agree NOT to:

• Use the Platform for any illegal purpose
• Impersonate another person or misrepresent your identity
• Create multiple accounts or share account credentials
• Use automated systems (bots) to access the Platform
• Attempt to circumvent security measures or access restricted areas
• Scrape or harvest user data from the Platform
• Interfere with or disrupt the Platform or servers
• Engage in fraud, scamming, or deceive other users
• Solicit personal information from other users for malicious purposes
• Take screenshots or recordings within the App (technical measures are in place to prevent this)
• Attempt to circumvent the double-blind shipping process
• Conduct transactions outside of the Platform's payment system

5.3 Content Moderation

We use a combination of AI-powered moderation tools, third-party AI extensions, and user reporting to monitor and enforce our content policies. We reserve the right to remove any content and terminate any account that violates these Terms at our sole discretion, with or without notice.

IMPORTANT: Content policies apply to ALL areas of the Platform, including direct messages. While we do not proactively monitor private messages, we may investigate reported content and take action against violations.

6. Marketplace Terms

6.1 Role of the Platform

The Platform provides the venue for buyers and sellers to transact. ToeBros LLC is NOT a party to transactions between buyers and sellers. We do not own, sell, or possess the items listed on the marketplace. We do not guarantee the quality, safety, legality, or authenticity of items listed.

6.2 Seller Requirements

To sell on the marketplace, you must:

• Complete identity verification (government-issued ID)
• Provide accurate product descriptions and images
• Ship items within the timeframe specified at listing
• Comply with all applicable tax laws, including providing W-9 forms when required and reporting income as legally required
• Accept returns and process refunds in accordance with our marketplace policies
• Not list counterfeit, stolen, or prohibited items

6.3 Buyer Responsibilities

As a buyer, you agree to:

• Provide accurate shipping information
• Pay for items promptly using our designated payment methods
• Inspect items upon receipt and report issues within the specified timeframe
• Not initiate chargebacks without first attempting resolution through our dispute process

6.4 Double-Blind Shipping

To protect user privacy, all marketplace transactions utilize our double-blind shipping process. Neither buyers nor sellers have direct access to each other's shipping addresses. Our trusted third-party shipping partner handles all address information. By using the marketplace, you consent to the sharing of your shipping address with our shipping partner solely for fulfillment purposes.

You may store your shipping address within the App for convenience. This information is encrypted and only shared with our shipping partner when you complete a purchase.

6.5 Payments and Fees

Marketplace transactions are processed by PaymentCloud. By using the marketplace, you agree to PaymentCloud's terms of service. As a high-risk merchant account, certain reserve policies may apply, including the holding of a percentage of transaction funds for a period as determined by PaymentCloud's risk assessment.

All fees are subject to change with reasonable notice.

Subscription payments for premium features are processed through Apple Pay (iOS) or Google Pay (Android) and are subject to their respective terms of service.

6.6 Disputes Between Users

We encourage buyers and sellers to resolve disputes directly. If direct resolution fails, you may submit a dispute through our resolution center. We reserve the right to mediate disputes at our discretion but are not obligated to do so. Our decision in any dispute is final.

7. Premium Subscriptions

The Platform offers premium subscription tiers with enhanced features. Subscription details, pricing, and benefits are displayed in the App.

7.1 Billing and Renewal

Subscriptions are billed through Apple App Store or Google Play Store. By subscribing, you authorize recurring charges to your payment method. Subscriptions automatically renew unless canceled at least 24 hours before the end of the current period.

7.2 Cancellation and Refunds

You may cancel your subscription at any time through your device's app store settings. Cancellation takes effect at the end of the current billing period. We do not provide refunds for partial subscription periods. Refund requests are handled according to Apple/Google's refund policies.

8. Intellectual Property

8.1 Our Intellectual Property

The Platform, including its design, features, functionality, code, graphics, trademarks (including “SoleSpark” and “Step into connection”), and all other proprietary content, is owned by ToeBros LLC and protected by U.S. and international intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of the Platform without our express written consent.

8.2 User Content License

By uploading content to the Platform, you grant us a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, display, and distribute your content in connection with operating and promoting the Platform. This license ends when you delete your content or account, except for content shared with other users or in public areas, which may persist.

You represent and warrant that you own or have the necessary rights to all content you upload and that such content does not infringe on the rights of any third party.

9. Copyright Infringement (DMCA)

We respect intellectual property rights and respond to notices of alleged infringement in accordance with the Digital Millennium Copyright Act (DMCA). If you believe content on our Platform infringes your copyright, please send a notice to our designated agent:

DMCA Agent: Pomeroy Law Group, PLLC
Address: 54 West 40th Street, New York, NY 10018
Email: jeremy@pomeroylawgroup.com

Your notice must include: identification of the copyrighted work, identification of the infringing material, your contact information, a statement of good faith belief, a statement under penalty of perjury, and your signature.

10. Disclaimers

THE PLATFORM IS PROVIDED “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, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT: (A) THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (B) ANY DEFECTS WILL BE CORRECTED; (C) THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE PLATFORM WILL MEET YOUR EXPECTATIONS.

WE DO NOT SCREEN, VERIFY, OR ENDORSE USERS. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. WE ARE NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER, WHETHER ONLINE OR OFFLINE.

WE DO NOT GUARANTEE ANY MATCHES, CONNECTIONS, OR RELATIONSHIPS THROUGH THE PLATFORM.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TOEBROS LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of (or inability to access or use) the Platform
• Any conduct or content of any third party on the Platform
• Any content obtained from the Platform
• Unauthorized access, use, or alteration of your transmissions or content
• Marketplace transactions between users
• Any interactions with other users, whether online or offline

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12. Indemnification

You agree to indemnify, defend, and hold harmless ToeBros LLC and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including attorney's fees) arising from:

• Your use of the Platform
• Your violation of these Terms
• Your violation of any third-party rights, including intellectual property rights
• Your content or marketplace listings
• Your interactions with other users
• Any claim that your content caused damage to a third party

13. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

13.1 Informal Resolution

Before initiating any formal dispute resolution, you agree to first contact us at support@solespark.com and attempt to resolve any dispute informally for at least 30 days.

13.2 Binding Arbitration

If we cannot resolve a dispute informally, you and ToeBros LLC agree to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Platform through BINDING INDIVIDUAL ARBITRATION administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules.

Arbitration shall take place in New York, or at another mutually agreed location. The arbitrator's decision shall be final and binding. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

13.3 Class Action Waiver

YOU AND TOEBROS LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of representative or class proceeding.

13.4 Exceptions

Notwithstanding the above, either party may bring an individual action in small claims court or seek injunctive relief for intellectual property infringement.

14. FOSTA-SESTA Compliance

The Platform is committed to complying with the Allow States and Victims to Fight Online Sex Trafficking Act (FOSTA) and the Stop Enabling Sex Traffickers Act (SESTA). The Platform may NOT be used for:

• Sex trafficking or any form of human trafficking
• Prostitution or escort services
• Any form of commercial sexual activity

We actively monitor for and report suspected violations to appropriate authorities. Violations will result in immediate account termination and may be reported to law enforcement.

15. Termination

15.1 Termination by You

You may terminate your account at any time through the App settings. Upon termination, your data will be deleted in accordance with our Privacy Policy and GDPR requirements.

15.2 Termination by Us

We may suspend or terminate your account immediately, without prior notice or liability, for any reason, including if you breach these Terms. Upon termination, your right to use the Platform will immediately cease.

15.3 Effects of Termination

Sections that by their nature should survive termination shall survive, including but not limited to: intellectual property provisions, disclaimers, limitations of liability, indemnification, and dispute resolution.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New York, United States, without regard to its conflict of law provisions. Any disputes not subject to arbitration shall be resolved in the state or federal courts located in New York County, New York.

17. Miscellaneous

17.1 Entire Agreement

These Terms, together with the Privacy Policy and any other legal notices published on the Platform, constitute the entire agreement between you and ToeBros LLC regarding the Platform.

17.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

17.3 Waiver

Our failure to enforce any right or provision of these Terms shall not be considered a waiver of those rights.

17.4 Assignment

You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

17.5 Force Majeure

We shall not be liable for any failure to perform our obligations due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages.

17.6 Notices

We may provide notices to you via the App, email, or other means. You may provide notices to us at hello@solespark.com.

18. Contact Information

For questions about these Terms, please contact us:

ToeBros LLC
418 Broadway STE R, Albany, NY, 12207, USA
Email: hello@solespark.com
Phone: (917) 848-4882

19. Acknowledgment

BY CREATING AN ACCOUNT OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE AND OUR PRIVACY POLICY.

You also acknowledge and agree that:

• You are at least 18 years of age
• You consent to the collection and processing of sensitive personal data (interest/preference data) as described in our Privacy Policy
• You understand and agree to the arbitration provisions and class action waiver
• You have reviewed and agree to our content policies, including the prohibition on explicit content

End of Terms of Use