Terms of Service
These Terms of Service (the "Terms") form a binding agreement between JPAgency LLC, a limited liability company organized under the laws of the State of [[STATE OF FORMATION]], United States, with its registered address at [[REGISTERED ADDRESS]] ("Chispa", "we", "us" or "our"), and the business or individual accepting these Terms (the "Customer", "you" or "your"). By clicking "I agree", creating an account, or accessing or using the Service, you represent that you have read and understood these Terms and agree to be bound by them and by the Commission Schedule, the Data Processing Agreement, the Privacy Policy and the Cookie Policy, each incorporated by reference. If you accept on behalf of an organization, you represent that you are authorized to bind it.
1. Definitions
"Service" means the Chispa platform, the web application, APIs, integrations, the AI copilot and related services. "AI Copilot" means the artificial-intelligence features that draft and, where you enable them, send messages on your behalf. "Managed Creator" means a creator (model) whose third-party platform account you connect to the Service. "Fan Platform" means a third-party platform on which a Managed Creator operates (for example, OnlyFans) or through which you communicate with fans (for example, Telegram). "Fan" means an end user who interacts with a Managed Creator on a Fan Platform. "Sale" means a payment made by a Fan on a Fan Platform. "Net" means the amount of a Sale after the Fan Platform's standard platform fee is deducted (for OnlyFans, currently twenty percent (20%)), and after refunds. "Attributed Sale" means a Sale attributable to your use of the Service under Section 6. "Seat" means the per-model monthly charge for channels billed by seat rather than by commission (for example, Telegram). "Prepaid Credits" means the prepaid balance consumed by AI usage.
2. Acceptance and eligibility
You must be at least 18 years old and use the Service only for lawful, business purposes. You represent and warrant that every Managed Creator account you connect is operated by a real person who is at least 18 years old and who has authorized you to manage their account, and that you hold all rights and consents necessary to connect those accounts and to process the data that flows through them, including Fan data. The Service is a professional talent- and agency-management tool; it is not itself an adult-content platform and does not host, sell or distribute adult content.
3. The Service
Chispa provides a customer-relationship and messaging platform for agencies that manage Managed Creators, including the AI Copilot, analytics, content planning, scheduling and billing. Chispa is independent: it is not affiliated with, endorsed by, or sponsored by any Fan Platform, and any names or marks of Fan Platforms are used only to identify interoperability. We may add, modify, suspend or discontinue features at any time. Certain features may be offered without charge or in beta; such features are provided "as is", may change or end at any time, and may carry usage limits.
4. Customer account and team
You are responsible for safeguarding your credentials, for all activity under your account, and for the acts and omissions of your team members, managers and chatters. You will ensure that everyone you authorize complies with these Terms. You are responsible for the accuracy of the information you provide and for maintaining appropriate roles and permissions within your organization.
5. Connected accounts and authorization
You authorize Chispa to access and operate connected Fan Platform accounts on your behalf to provide the Service, including reading and sending messages, reading account and Sale data, and performing the actions you configure. You represent that you have the authority and all necessary consents to grant this authorization for each connected account. You may disconnect a connected account at any time; disconnection does not affect fees already accrued.
6. Fees, attribution and billing
6.1 Fees. You agree to pay the fees set out in the Commission Schedule, which forms part of these Terms. In summary, Chispa charges: (i) a commission on the Net of Attributed Sales, on a descending scale; (ii) a per-model Seat for channels billed by seat rather than commission (for example, Telegram and other non-OnlyFans channels); and (iii) Prepaid Credits consumed by AI usage.
6.2 Attribution. A Sale is an Attributed Sale, and generates a commission, when it is attributable to your use of the Service as determined by the Service's own records. This includes, without limitation: (a) a pay-per-view purchase, paid message, or custom order that resulted from a message sent through the Service, whether that message was composed by the AI Copilot or by a human operator using the Service, identified by matching the Fan Platform's message identifier, including any later unlock of that content, at any time and with no time limit; and (b) a tip received in a conversation that the Service was actively managing (that is, a conversation in which a message was sent through the Service). Platform subscriptions are excluded from commission. The full attribution rules and the calculation base are set out in the Commission Schedule. Attributed Sales are reported to you in the Service's analytics; you must raise any attribution dispute in writing within thirty (30) days as described in the Commission Schedule.
6.3 Base and taxes. Commission is calculated on Net (after the Fan Platform fee and after refunds), using the amounts reported by the Fan Platform. All amounts are exclusive of taxes, which are your responsibility. You are responsible for any withholding, sales, use or value-added taxes applicable to you.
6.4 Payment and processors. Payments, including cryptocurrency top-ups of Prepaid Credits, are handled by third-party payment processors under their own terms; we do not store full payment credentials. Network and processor fees may apply and, where indicated in the Service, are paid by the payer so that you receive the intended credit amount. Chargebacks, disputes or reversals may result in clawback of credited amounts and suspension.
7. Refunds and prepaid balance
7.1 Automatic credit on Fan Platform refunds. If a Fan Platform refunds a Sale that was an Attributed Sale, we will automatically credit your prepaid balance for the corresponding commission on a periodic automated reconciliation cycle using Fan Platform records with a rolling lookback window. Credits are proportional to the refunded portion.
7.2 Otherwise non-refundable. Except as set out in Section 7.1, fees, Seats and Prepaid Credits are non-refundable, including where you dispute attribution outside the process in the Commission Schedule, are dissatisfied with AI output, or choose to stop using the Service. Any credit or accommodation we grant outside Section 7.1 is discretionary and creates no right to future accommodations.
7.3 Balance on termination. On voluntary termination by you, or on termination by us for your material breach, any remaining prepaid balance and paid Seats are forfeited.
8. Acceptable use
You agree not to, and not to permit any person to: (a) use the Service for anything illegal, fraudulent, deceptive or harassing, or that facilitates, depicts or promotes content involving minors, non-consenting persons, or any person whose age or consent you have not verified; (b) impersonate a real individual in a manner that is unlawful in your or the recipient's jurisdiction, or fail to make any disclosure of automated or AI-assisted messaging that applicable law requires; (c) upload malware, scrape, probe, reverse engineer, or interfere with or overload the Service or its infrastructure; (d) circumvent usage limits, security, or attribution measures; (e) resell, sublicense or provide the Service to a third party without our written consent; or (f) violate any Fan Platform's rules or any applicable law. You are solely responsible for all content you create, send, schedule or store through the Service, and for obtaining every consent required for the Fan data you process.
9. Your relationship with Fan Platforms
You acknowledge and agree that: (a) you are solely responsible for your and your Managed Creators' relationships with each Fan Platform and for compliance with each Fan Platform's terms; (b) Chispa is not a party to your Fan Platform accounts and makes no representation about any Fan Platform's policies, enforcement, feature availability or continued operation; and (c) any suspension, restriction, ban or other action by a Fan Platform against you or a Managed Creator, including any action arising or alleged to arise from your use of the Service, is outside our control, does not create liability for us, and does not entitle you to any refund, credit or compensation.
10. AI-assisted communications
10.1 Functions and modes. You authorize the AI Copilot to assist you in operating connected accounts on your behalf. Its functions include drafting and, where you enable automatic sending, sending direct messages, paid (pay-per-view) messages, mass messages, welcome and follow-up sequences and stories; describing and organizing your content (including via computer vision); interpreting inbound Fan messages and media; and monitoring inbound events (such as Fan messages, tips and content unlocks) to inform its behavior and to compute attribution. You choose its autonomy, per model and per conversation: in suggest-only mode it generates suggested replies that a human reviews, edits and sends, and it does not send on its own; in automatic mode it sends routine messages on your behalf, subject to your configuration and to safety controls, for example, it will not send where a human is covering the shift or has taken the conversation manually, at a sensitive moment (which is handed off to a human), when your balance is exhausted, or where a content safeguard blocks the message. You can enable, limit, override or disable the AI Copilot at any time, take over any conversation, and stop automatic sending entirely.
10.2 You are responsible for AI output. The AI Copilot is a support tool. You are solely responsible for reviewing and supervising its outputs and for every message ultimately sent, whether sent by you or auto-sent under settings you enabled, and for the legality, accuracy and appropriateness of those outputs. We do not warrant that outputs will be error-free, accurate, appropriate, compliant, or free from fabrication. Human override is available and you may disable the AI Copilot at any time. We have no liability for any output the AI Copilot generates.
10.3 Improvement and training license. You grant JPAgency LLC a worldwide, royalty-free, perpetual and irrevocable license to use conversation content, metadata and interactions processed through the Service, on an aggregated and de-identified basis, to operate, secure, evaluate, develop and improve the Service and our models and features. We do not sell your data, and this license does not permit us to publish your identifiable content. This Section is subject to the Privacy Policy and the DPA.
11. Intellectual property; your content
Chispa and all associated software, trademarks, and content are owned by JPAgency LLC or its licensors. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service during the term of your use. You retain ownership of the content and data you provide ("Customer Content"); you grant us a license to host, process and transmit Customer Content to provide the Service and as described in Section 10.3 and the DPA. You may submit feedback, and you grant us an unrestricted license to use it without obligation to you.
12. Confidentiality
Each party may access non-public information of the other ("Confidential Information"). Confidential Information will be used only to perform under these Terms and protected with at least reasonable care. This does not apply to information that is public, already known, independently developed, or rightfully received from a third party, or where disclosure is legally compelled (with notice where lawful).
13. Data protection
Our processing of personal data is described in the Privacy Policy. Where we process personal data on your behalf, the Data Processing Agreement applies and you are the controller and we the processor. You are responsible for the lawful basis and notices for the Fan data you route through the Service.
14. Third-party services
The Service integrates with Fan Platforms, AI providers and payment processors. We are not responsible for third-party services, their availability, changes or acts, and your relationship with each third party is governed by its own terms.
15. Suspension and termination
We may suspend or terminate your access, in whole or in part, for breach of these Terms, non-payment, legal or platform risk, suspected fraud or abuse, or as required by law. You may stop using the Service at any time. On termination, your license ends and Section 7.3 applies; we may delete your data after a reasonable period as described in the DPA and Privacy Policy. Provisions that by their nature should survive, including fees owed, Sections 6–13 and 16–29, survive termination.
16. Modifications
We may modify these Terms and the documents they incorporate at any time, at our sole discretion. Any change becomes effective when posted to our legal pages with an updated version identifier, and applies to your use of the Service from that point forward. It is your responsibility to review the current Terms and to remain informed of, and to comply with, them. Your continued use of the Service after a change is posted constitutes your acceptance of the change. We are not obligated to notify you individually of changes, although we may, at our discretion, request renewed acceptance for a significant revision.
17. Warranties and disclaimers
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT AI OUTPUT WILL BE ACCURATE OR APPROPRIATE, OR THAT THE SERVICE WILL KEEP YOU COMPLIANT WITH ANY FAN PLATFORM'S RULES OR ANY LAW.
18. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, JPAgency LLC WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, DATA, GOODWILL, OR FAN-PLATFORM ACCOUNT ACTIONS, EVEN IF ADVISED OF THE POSSIBILITY. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) USD 100. Some jurisdictions do not allow certain limitations, which may not apply to you.
19. Indemnification
You will defend, indemnify and hold harmless JPAgency LLC and its officers, members and personnel from any claim, loss or expense (including reasonable legal fees) arising out of your content, your use of the Service, your breach of these Terms, your violation of any Fan Platform's rules or any law, or any dispute with a Managed Creator, team member, Fan or other third party.
20. Force majeure
We are not liable for any delay or failure to perform due to causes beyond our reasonable control, including acts of God, war, civil unrest, labor conditions, internet or utility failures, third-party service or Fan Platform outages, or governmental action.
21. Governing law
These Terms are governed by the laws of the State of [[STATE OF FORMATION]] and applicable U.S. federal law, without regard to conflict-of-laws rules. Subject to Section 22, the exclusive venue for any dispute is the state and federal courts located in [[STATE OF FORMATION]], and you consent to their jurisdiction.
22. Dispute resolution; binding arbitration
Please read this Section carefully, it affects your legal rights. Except for claims that qualify for small-claims court and requests for injunctive relief to protect intellectual property or Confidential Information, any dispute arising out of or relating to these Terms or the Service will be resolved by final and binding individual arbitration, administered by a recognized U.S. arbitration provider under its commercial rules, before a single arbitrator, seated in [[STATE OF FORMATION]] (or by remote/telephonic proceeding). The arbitrator decides all issues, including arbitrability. Judgment on the award may be entered in any court of competent jurisdiction. This Section is governed by the Federal Arbitration Act. You may opt out of arbitration by sending written notice to [email protected] within thirty (30) days of first accepting these Terms; if you opt out, Section 21 governs venue.
23. Class action and jury trial waiver
YOU AND JPAgency LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY CLASS PROCEEDING. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT RATHER THAN ARBITRATION, YOU AND JPAgency LLC WAIVE ANY RIGHT TO A JURY TRIAL. If the class-action waiver is held unenforceable as to a claim, that claim will proceed in court, but the rest of this Section survives.
24. Copyright and DMCA
We respect intellectual-property rights and expect you to do the same. If you believe content processed through the Service infringes your copyright, send a notice to our designated agent at [email protected] including: (a) your physical or electronic signature; (b) identification of the copyrighted work; (c) identification of the allegedly infringing material and its location; (d) your contact information; (e) a statement that you have a good-faith belief the use is not authorized; and (f) a statement, under penalty of perjury, that the notice is accurate and that you are the owner or authorized to act on the owner's behalf. We will respond to valid notices as required by the Digital Millennium Copyright Act (17 U.S.C. § 512) and may remove material and terminate, in appropriate circumstances, the accounts of repeat infringers.
25. Export controls and sanctions
You represent and warrant that you and your Managed Creators are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and are not identified on any U.S. government restricted-party or sanctions list. You will comply with all applicable export-control and economic-sanctions laws, and you will not use the Service, or permit it to be used, in violation of those laws or to provide the Service to any prohibited person or destination.
26. Assignment
You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition or sale of assets. These Terms bind and benefit the parties' permitted successors and assigns.
27. Notices
We may give notice by email to your account address, by posting in the Service, or by updating the Service's legal pages. You may give notice to us at [email protected]. Notices are effective when sent (email/in-Service) or when posted.
28. Miscellaneous
These Terms and the documents they incorporate are the entire agreement between the parties regarding the Service and supersede prior agreements. If any provision is held unenforceable, it will be limited to the minimum extent necessary and the rest remains in effect. Our failure to enforce a provision is not a waiver. There are no third-party beneficiaries. The parties are independent contractors. Section headings are for convenience only. The English-language version of these Terms governs.
29. Contact
JPAgency LLC, [[REGISTERED ADDRESS]]. Questions about these Terms: [email protected].