Terms of Service — Sponzy
App Name: Sponzy Legal Entity: Sponzy (Sole Proprietorship, Kenya) Version: 1.0 Effective Date: 28 May 2026 Last Updated: 28 May 2026
Table of Contents
1. Introduction & Acceptance of Terms
1.1 About Sponzy
Welcome to Sponzy ("Sponzy," "we," "us," or "our"), a creator-brand sponsorship marketplace operated as a sole proprietorship registered in Kenya. Sponzy provides a web-based platform that connects digital content creators with brands and sponsors, enabling creators to earn income through sponsored content based on verified views, engagement metrics, and Revenue Per Mille (RPM) data. The platform also supports event management, ticketing, digital wallet and escrow services, and AI-powered discovery features.
1.2 Binding Agreement
These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Sponzy governing your access to and use of the Sponzy website, web application, progressive web app (PWA), APIs, and all associated services (collectively, the "Platform" or "Services"). By accessing or using the Platform in any way — including by browsing, registering an account, creating content, making a payment, listing a sponsorship opportunity, or applying for a sponsorship — you expressly agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE PLATFORM.
1.3 Acceptance Methods
Your agreement to these Terms is evidenced by any of the following:
1.4 Incorporated Documents
These Terms incorporate by reference the following additional policies, all of which form part of your agreement with Sponzy:
In the event of a conflict between these Terms and any incorporated document, these Terms shall prevail unless the incorporated document expressly states otherwise.
1.5 Language
These Terms are drafted in English. If we provide translations for convenience, the English version shall govern in all cases of conflict or ambiguity.
2. Definitions
As used throughout these Terms, the following definitions apply:
3. Eligibility & Age Requirements
3.1 Minimum Age
The Platform is intended for users who are 18 years of age or older. By using the Platform, you represent and warrant that you are at least 18 years old. If you are under the age of 18, you are not permitted to register for or use the Platform.
3.2 Legal Capacity
By using the Platform, you represent and warrant that:
3.3 Geographic Eligibility
The Platform is currently offered primarily to users in Kenya and East Africa. Sponzy makes no representation that the Platform is appropriate or available for use in other locations. Users who access the Platform from other jurisdictions do so at their own risk and are responsible for compliance with local laws.
3.4 Brand Eligibility
Brands registering on the Platform must be duly incorporated, licensed, or otherwise authorised to conduct business under applicable law. Individuals registering as a Brand on behalf of a legal entity represent that they have the authority to bind that entity to these Terms.
3.5 Previously Banned Users
Users who have been permanently banned from the Platform are not eligible to register new accounts or use the Platform under any circumstances. Attempting to circumvent a ban by creating a new account is a material breach of these Terms and may result in legal action.
3.6 Age Verification
Sponzy does not currently operate an independent age verification system. By using the Platform, you self-certify that you meet the minimum age requirement. If Sponzy discovers that a User is under the minimum age, that User's account will be immediately terminated and all associated data deleted in accordance with our Privacy Policy.
4. Account Registration & Security
4.1 Account Creation
To access most features of the Platform, you must create an account. You may register using:
You agree to provide accurate, current, and complete information during registration and to promptly update your account information if it changes. Providing false information is a breach of these Terms and may result in immediate account suspension.
4.2 One Account Per User
Each individual may only maintain one personal account on the Platform. Brands may maintain one account per legal entity. Operating multiple accounts is prohibited unless Sponzy has granted prior written permission. If we detect duplicate accounts, we reserve the right to merge or delete any or all such accounts at our discretion.
4.3 Account Security
You are solely responsible for maintaining the confidentiality of your account credentials, including your password and any authentication tokens. You agree to:
4.4 Unauthorised Access
You must notify Sponzy immediately at legal@sponzy.app if you know or suspect that your account credentials have been compromised, that unauthorised access to your account has occurred, or that any security breach affecting your account has taken place. Sponzy will not be liable for any loss or damage arising from your failure to comply with these security obligations.
4.5 Account Activity Responsibility
You are responsible for all activities that occur under your account, whether or not you authorised them, until you notify Sponzy of any unauthorised access. This includes responsibility for all Content posted, all transactions initiated, and all agreements entered into through your account.
4.6 Automated Account Creation
You may not create an account using an automated method, bot, script, or crawler. Each account must be created by a human user.
4.7 Account Abandonment
Accounts that have not been accessed for a continuous period of 24 months may be considered abandoned. Sponzy reserves the right to deactivate abandoned accounts after providing reasonable notice to the registered email address. Any remaining wallet balance in an abandoned account will be handled in accordance with our payout policy and applicable Kenyan law.
4.8 Account Verification
Sponzy may require you to verify your identity or account details at any time, including through document verification, phone number confirmation, or social media linking. Failure to complete verification when requested may result in restriction of account features or suspension.
5. License to Use the Platform
5.1 Grant of License
Subject to your compliance with these Terms, Sponzy grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for your personal or internal business purposes in connection with the Services.
5.2 Permitted Uses
You may use the Platform to:
5.3 Restrictions
You may not, directly or indirectly:
5.4 API Access
If Sponzy provides you with access to any API, your use of such API is subject to these Terms and any additional API-specific terms Sponzy may publish. You may not use the API to scrape, extract, or harvest Platform data in bulk.
5.5 Reservation of Rights
All rights not expressly granted in these Terms are reserved by Sponzy. No licence is granted by implication, estoppel, or otherwise.
6. User Conduct & Prohibited Activities
6.1 General Conduct Rules
All users of the Platform must at all times:
6.2 Specific Prohibitions — Marketplace Conduct
Users are expressly prohibited from:
6.3 Technical Prohibitions
Users are expressly prohibited from:
6.4 Content Prohibitions
Users may not submit, upload, share, or distribute Content that:
6.5 Commercial Restrictions
Users may not:
6.6 Enforcement
Sponzy reserves the right, but not the obligation, to investigate and take appropriate action in response to violations of this Section, including but not limited to removing Content, suspending or terminating accounts, withholding pending payouts, and referring matters to law enforcement authorities.
7. User-Generated Content
7.1 Your Content, Your Responsibility
The Platform allows users to create, upload, publish, and share Content, including sponsored content posts, portfolio samples, campaign briefs, event listings, and profile information. You are solely responsible for all Content you submit to the Platform. You represent and warrant that:
7.2 Licence Grant to Sponzy
By submitting Content to the Platform, you grant Sponzy a worldwide, non-exclusive, royalty-free, sublicensable, and transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform your Content solely in connection with operating and improving the Platform and Services. This includes the right to display your profile, portfolio content, and campaign deliverables to Brands, other Creators, and the public as appropriate to the functioning of the Marketplace. This licence does not grant Sponzy the right to sell your Content to third parties unrelated to the operation of the Platform.
7.3 You Retain Ownership
Nothing in these Terms transfers ownership of your Content to Sponzy. You retain all intellectual property rights in Content you create. The licence granted in Section 7.2 is limited to operating the Platform and does not constitute an assignment.
7.4 Moral Rights
To the extent permitted by applicable law, you waive any moral rights you may have in your Content in connection with Sponzy's exercise of the licence granted in Section 7.2.
7.5 Content Moderation
Sponzy has the right, but not the obligation, to monitor, review, edit, or remove any Content at any time, for any reason or no reason, without prior notice. This includes Content that we determine, in our sole discretion, violates these Terms, our Community Guidelines, or any applicable law. Sponzy does not assume any liability for Content it fails to review or remove.
7.6 Copyright Infringement & Takedowns
If you believe that Content on the Platform infringes your copyright, please send a written notice to Sponzy's designated copyright contact at legal@sponzy.app containing the following information:
Sponzy will review all properly submitted notices and respond in accordance with applicable law.
7.7 Counter-Notification
If you believe Content was removed from the Platform in error, you may submit a counter-notification to legal@sponzy.app including: your contact information, a description of the removed Content and its location prior to removal, a statement under penalty of perjury that you have a good-faith belief the Content was removed in error, and your consent to the jurisdiction of the courts of Kenya.
7.8 Repeat Infringer Policy
Sponzy will, in appropriate circumstances, disable or terminate the accounts of users who are found to be repeat infringers of intellectual property rights.
7.9 Deletion of Content
You may delete Content you have posted through the Platform's interface, subject to the following:
8. Intellectual Property Rights
8.1 Sponzy's Intellectual Property
All intellectual property in the Platform — including but not limited to the software, source code, algorithms, user interface design, visual design, trademarks, logos, service marks, trade dress, domain names, and all other original works of authorship — is owned by or licensed to Sponzy and is protected under Kenyan law, including the Copyright Act (Cap. 130) and the Trade Marks Act (Cap. 506), and applicable international intellectual property treaties. Nothing in these Terms grants you any right, title, or interest in Sponzy's intellectual property other than the limited licence expressly set out in Section 5.
8.2 Trademarks
"Sponzy," the Sponzy logo, and any other product or service names used on the Platform are trademarks or service marks of Sponzy. You may not use these marks without Sponzy's prior written consent. Other trademarks and logos displayed on the Platform belong to their respective owners.
8.3 Feedback
If you submit ideas, suggestions, recommendations, or other feedback to Sponzy regarding the Platform ("Feedback"), you grant Sponzy a perpetual, irrevocable, worldwide, royalty-free licence to use, incorporate, and commercialise such Feedback without restriction and without any obligation to you. Sponzy is under no obligation to act on any Feedback.
8.4 Copyright Notices
You must not remove, alter, or obscure any copyright, trademark, or other proprietary notice or attribution placed by Sponzy on or within the Platform.
8.5 Open Source Components
The Platform may incorporate open-source software components, each of which is subject to its own licence terms. Where required, Sponzy will make open-source licence notices available upon request.
9. Marketplace & Sponsorship Transactions
9.1 Nature of the Marketplace
Sponzy operates a two-sided marketplace that facilitates connections between Creators and Brands. Sponzy is not a party to any sponsorship agreement between a Creator and a Brand, except where Sponzy acts as an escrow agent for funds. The ultimate agreement for any sponsorship campaign is between the Creator and the Brand, and Sponzy is not responsible for the performance of either party.
9.2 Brand Obligations
Brands using the Platform agree to:
9.3 Creator Obligations
Creators using the Platform agree to:
9.4 Sponzy's Role
Sponzy provides the technology platform and escrow service that enables marketplace transactions. Sponzy may, at its discretion, review campaign briefs, creator applications, and content deliverables for compliance with these Terms, but is under no obligation to do so.
9.5 No Guarantee of Results
Sponzy makes no guarantee that any Creator will secure sponsorship opportunities through the Platform, or that any Brand will achieve any particular marketing outcome from campaigns run through the Platform. Campaign performance depends entirely on Creator quality, audience engagement, and market conditions.
10. Payment Terms & Billing
10.1 Currencies & Pricing
All fees and prices on the Platform are denominated in Kenya Shillings (KES) unless otherwise specified. Sponzy reserves the right to display prices in other currencies for informational purposes; the KES amount shall govern in all cases.
10.2 Payment Processing
Payments on the Platform are processed by Paystack, a licensed payment service provider. By making a payment on the Platform, you agree to Paystack's terms of service and privacy policy, available at https://paystack.com/terms. For transactions involving mobile money:
Sponzy does not store full payment card numbers or mobile money PINs. All sensitive payment data is handled directly by Paystack.
10.3 Brand Payments & Escrow Funding
Brands must fund the campaign escrow in full before a Creator application can be accepted and work commenced. Escrow funds are held by Sponzy until the campaign deliverables have been verified and approved. Campaign budgets are non-refundable once a Creator has completed verified deliverables, except as set out in Section 15.
10.4 Sponzy Commission
Sponzy charges a platform commission on all completed sponsorship transactions. The applicable commission rate is displayed in the Platform at the time of campaign creation. Sponzy reserves the right to update commission rates with 30 days' notice to affected users.
10.5 Failed Payments
If a payment fails due to insufficient funds, a declined card or mobile money transaction, or any other reason:
10.6 Taxes
You are solely responsible for determining and remitting all taxes applicable to your use of the Platform, including income tax on Creator earnings, VAT or other transaction taxes applicable to Brand payments, and any withholding taxes. Sponzy may be required by Kenyan law to collect and remit VAT on certain digital service fees. Where required, applicable taxes will be disclosed at checkout.
10.7 Price Changes
Sponzy reserves the right to change its fee structure and pricing at any time, with at least 30 days' written notice (by email or in-app notification) to affected users. Continued use of the Platform after the effective date of any price change constitutes acceptance of the new pricing.
11. Subscriptions & Auto-Renewal
11.1 Subscription Plans
Sponzy may offer subscription plans for Creators and/or Brands that provide access to enhanced features, priority placement in the Marketplace, advanced analytics, or other benefits. Subscription details, including pricing, billing frequency, and included features, are described on the Platform.
11.2 Automatic Renewal
Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. By subscribing, you authorise Sponzy to charge your payment method on a recurring basis for the subscription fee, plus any applicable taxes, at the start of each renewal period.
11.3 Cancellation
You may cancel a subscription at any time through your account settings. Cancellation will take effect at the end of the current billing period; you will continue to have access to subscription benefits until then. Sponzy does not provide refunds for unused portions of a subscription period except as required by applicable law.
11.4 Free Trials
If Sponzy offers a free trial of a subscription plan, your trial will automatically convert to a paid subscription at the end of the trial period unless you cancel before the trial ends. Sponzy will notify you before your trial converts to a paid plan.
11.5 Subscription Changes
You may upgrade or downgrade your subscription plan at any time. Upgrades take effect immediately, with the price difference prorated for the remainder of the billing period. Downgrades take effect at the start of the next billing period.
12. Wallet, Escrow & Payouts
12.1 Creator Wallet
Sponzy provides each Creator with a digital wallet for holding earned sponsorship income prior to cashout. The wallet is an accounting ledger maintained by Sponzy and does not constitute a bank account, deposit account, or e-money account. Funds in the wallet do not accrue interest.
12.2 Escrow Service
When a Brand funds a campaign, the campaign budget is held in escrow by Sponzy. Escrow funds are released to the Creator's wallet upon:
12.3 Earnings Calculation
Creator earnings from sponsored campaigns are calculated based on the RPM metric system described in Section 13. The earnings amount credited to a Creator's wallet reflects the applicable payout formula, minus Sponzy's platform commission.
12.4 Cashout / Payout Process
Creators may initiate a cashout of their wallet balance subject to the following conditions:
Payouts are processed via Paystack to the Creator's linked mobile money account (M-Pesa or other supported methods) or bank account. Sponzy aims to process payout requests within 2–5 business days of submission, but this is not guaranteed.
12.5 Payout Fees
Sponzy may charge a small processing fee on cashout transactions. Applicable fees are displayed in the Platform at the time of payout initiation.
12.6 Holds & Withholding
Sponzy reserves the right to place a hold on wallet funds or delay payouts if:
Sponzy will notify you of any hold and the reason therefor as soon as practicable, subject to any legal constraints on disclosure.
12.7 Unclaimed Funds
Wallet balances that remain unclaimed for 24 months may be subject to forfeiture in accordance with applicable Kenyan law. Sponzy will make reasonable efforts to contact you before forfeiting any wallet balance.
13. Creator Earnings, RPM & Metrics
13.1 RPM-Based Earnings Model
Sponzy's Creator compensation model is based primarily on verified views and RPM (Revenue Per Mille) data drawn from connected social media platforms, including TikTok and others as may be integrated from time to time. The RPM rate applicable to each campaign is determined by the Brand's campaign budget, the campaign type, and market conditions.
13.2 TikTok & Platform Integrations
Creators may connect their TikTok and other social media accounts to Sponzy via official API integrations. By connecting a third-party platform:
13.3 Fraud Detection
Sponzy employs automated systems to detect engagement fraud, including ghost views, anomalous engagement ratios, and follower-to-engagement mismatches. Where fraud is detected:
13.4 Metric Disputes
If you disagree with the metrics used to calculate your earnings, you may raise a dispute through the Platform's dispute resolution process within 14 days of the earnings calculation being posted to your wallet. Sponzy's determination following investigation shall be final.
13.5 No Guarantee of Minimum Earnings
Sponzy does not guarantee any minimum level of earnings for Creators. Earnings depend entirely on campaign availability, application success, and verified content performance.
14. Event Management & QR Ticketing
14.1 Event Listings
Sponzy may provide features that allow Creators or Brands to create, manage, and promote events through the Platform, including the sale of tickets via QR code-based digital ticketing.
14.2 Event Host Responsibilities
If you create or list an event through the Platform, you are the "Event Host" and are solely responsible for:
14.3 QR Ticket Validity
Tickets purchased through the Platform will be issued as QR codes to the purchaser's registered email address or accessible within the purchaser's Platform account. QR codes are non-transferable unless expressly permitted by the Event Host. Duplicate or counterfeit QR codes are invalid and will not grant entry.
14.4 Ticket Purchase Terms
Ticket purchasers agree that:
14.5 Sponzy's Role in Ticketing
Sponzy provides the technical infrastructure for event listing and ticketing. Sponzy is not the organiser of any event listed on the Platform and is not liable for event cancellation, changes, or the conduct of Event Hosts.
15. Refund & Cancellation Policy
15.1 Brand Campaign Refunds
Campaign escrow funds are non-refundable once a Creator has submitted verified deliverables meeting the campaign brief. However, Brands may be entitled to a refund of escrow funds in the following circumstances:
15.2 Creator Earnings Reversals
Creator earnings that have been credited to a wallet may be reversed in the following circumstances:
15.3 Subscription Refunds
Subscription fees are generally non-refundable. Sponzy may, at its discretion, offer pro-rated refunds for unused subscription periods in exceptional circumstances. Requests must be submitted to legal@sponzy.app within 7 days of the charge.
15.4 Event Ticket Refunds
Refund rights for event tickets are determined by the Event Host's refund policy at the time of purchase, which must be displayed on the event listing. Sponzy will facilitate refunds in cases of event cancellation. Where an Event Host fails to honour a refund obligation, Sponzy may, at its discretion, attempt to recover funds from the Event Host's account but does not guarantee recovery.
15.5 Dispute Process
All refund disputes must be raised through the Platform's built-in dispute resolution system or by contacting legal@sponzy.app. Sponzy will investigate and make a determination within 14 business days. Sponzy's determination is final.
16. Third-Party Services & Integrations
16.1 Third-Party Services
The Platform integrates with and relies on various third-party services, including but not limited to:
16.2 Third-Party Terms
Your use of any third-party service integrated with the Platform is subject to that service's own terms of service and privacy policy. Sponzy does not control and is not responsible for third-party services.
16.3 Third-Party Links
The Platform may contain links to third-party websites or resources. Such links are provided for convenience only. Sponzy does not endorse and is not responsible for any third-party content, products, or services accessible via such links.
16.4 Third-Party Service Disruptions
Sponzy will not be liable for any disruption, failure, or degradation of the Platform caused by the unavailability or malfunction of third-party services, including payment processors, cloud infrastructure providers, or API providers.
17. AI Features & Taste AI
17.1 Taste AI Description
Sponzy incorporates an AI-powered recommendation and discovery feature called "Taste AI" that helps Creators discover relevant sponsorship opportunities and helps Brands identify suitable Creators. Taste AI is powered by third-party large language model (LLM) providers and proprietary Sponzy algorithms.
17.2 No Professional Advice
Taste AI does not provide legal, financial, marketing, or business advice. Any recommendations generated by Taste AI are for informational and discovery purposes only. You should not rely on Taste AI output as a substitute for professional judgement.
17.3 AI Accuracy
AI-generated recommendations and outputs may be inaccurate, incomplete, or outdated. Sponzy makes no representation as to the accuracy, completeness, or fitness for purpose of Taste AI outputs. You use Taste AI outputs at your own risk.
17.4 AI Content Responsibility
You are solely responsible for how you use content generated or recommended by Taste AI. Sponzy is not liable for any decisions you make in reliance on Taste AI outputs.
17.5 Prohibited AI Use
You may not use Taste AI or any other AI feature on the Platform to:
17.6 AI Training Data
Sponzy may use anonymised and aggregated user interaction data to improve the performance of AI features. We will not use personally identifiable conversation content to train AI models without your express consent. Please see our Privacy Policy for further details.
18. AI-Assisted Development Disclaimer
18.1 Nature of the Software
The Sponzy Platform was built using a combination of traditional software development practices and AI-assisted code generation tools, including but not limited to GitHub Copilot, Claude (Anthropic), and similar tools. While Sponzy has taken commercially reasonable steps to review, test, and secure the code, users should be aware that AI-assisted code development carries inherent risks.
18.2 Known Risk Classes
AI-assisted code may, despite review, contain vulnerabilities including:
Sponzy actively monitors for and remediates these vulnerability classes.
18.3 Security Commitments
Sponzy commits to:
18.4 Responsible Disclosure Policy
If you discover a security vulnerability in the Sponzy Platform, please:
Users who act in good faith in accordance with this policy will not be subject to legal action by Sponzy for their security research. This policy does not authorise any access to systems or data beyond what is strictly necessary for proof of concept.
18.5 No Exploit Licence
Nothing in this Section grants you any right to scan, test, probe, or attack the Sponzy Platform or its infrastructure without prior written permission. Unauthorised penetration testing, vulnerability scanning, or exploitation is strictly prohibited and may result in civil and/or criminal liability.
18.6 Limitation of Liability for AI-Code Vulnerabilities
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPONZY EXPRESSLY DISCLAIMS LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM SECURITY VULNERABILITIES INHERENT IN OR INTRODUCED BY AI-ASSISTED CODE GENERATION TOOLS, WHERE: (A) SUCH VULNERABILITIES WERE NOT KNOWN TO SPONZY AT THE TIME OF DEPLOYMENT; AND (B) SPONZY TOOK COMMERCIALLY REASONABLE STEPS TO IDENTIFY AND REMEDIATE KNOWN VULNERABILITIES PRIOR TO DEPLOYMENT. THIS LIMITATION DOES NOT APPLY WHERE SPONZY FAILED TO ACT ON A KNOWN, REPORTED VULNERABILITY WITHIN A REASONABLE TIME.
19. Security Responsibilities
19.1 Sponzy's Security Measures
Sponzy implements industry-standard technical and organisational measures to protect the Platform and user data, including:
19.2 No Absolute Security Guarantee
No system can be guaranteed to be completely secure. Sponzy does not warrant that the Platform is free from vulnerabilities or that your data will never be subject to unauthorised access. By using the Platform, you acknowledge and accept this inherent risk.
19.3 User Security Responsibilities
You are responsible for:
19.4 Data Breach Response
In the event of a confirmed data breach affecting your personal data, Sponzy will:
20. Disclaimers & Warranties
20.1 "As Is" Service
THE PLATFORM AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SPONZY EXPRESSLY DISCLAIMS:
20.2 Marketplace Disclaimer
SPONZY DOES NOT WARRANT OR GUARANTEE THAT ANY CREATOR WILL RECEIVE ANY SPONSORSHIP OFFERS, OR THAT ANY BRAND WILL ACHIEVE ANY PARTICULAR MARKETING RESULT. THE MARKETPLACE IS AN INTRODUCTORY AND FACILITATION SERVICE ONLY.
20.3 Third-Party Content
SPONZY DOES NOT ENDORSE, VERIFY, OR TAKE RESPONSIBILITY FOR ANY CONTENT, CLAIMS, OR REPRESENTATIONS MADE BY USERS OR THIRD PARTIES ON OR THROUGH THE PLATFORM.
20.4 Consumer Protection Rights
Nothing in this Section limits any rights you may have under mandatory consumer protection provisions of applicable Kenyan law or any other law that cannot be excluded by contract.
21. Limitation of Liability
21.1 Exclusion of Indirect Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPONZY SHALL NOT BE LIABLE FOR ANY:
WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, EVEN IF SPONZY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
21.2 Cap on Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPONZY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO YOUR USE OF THE PLATFORM OR THESE TERMS SHALL NOT EXCEED THE GREATER OF:
21.3 Essential Basis
YOU ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND SPONZY. SPONZY WOULD NOT HAVE BEEN ABLE TO PROVIDE THE PLATFORM ON THE TERMS HEREIN WITHOUT THESE LIMITATIONS.
21.4 Exceptions
Nothing in these Terms excludes or limits Sponzy's liability for:
22. Indemnification
22.1 Your Indemnification Obligation
You agree to indemnify, defend, and hold harmless Sponzy and its affiliates, officers, employees, agents, successors, and assigns (collectively, "Sponzy Parties") from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:
22.2 Sponzy's Right to Control Defence
Sponzy reserves the right, at its own expense, to assume exclusive control over the defence of any claim for which you are obligated to indemnify Sponzy. You agree to cooperate fully with Sponzy's defence of such claims and not to settle any such claim without Sponzy's prior written consent.
23. Termination & Suspension
23.1 Termination by You
You may close your Sponzy account at any time by following the account deletion process in your account settings or by contacting legal@sponzy.app. Upon account deletion:
23.2 Termination or Suspension by Sponzy
Sponzy may suspend or terminate your account at any time, with or without notice, for any reason or no reason, including but not limited to:
23.3 Immediate Termination
The following conduct may result in immediate account termination without prior notice or appeal:
23.4 Effect of Termination
Upon termination of your account:
23.5 Data After Termination
Following a 30-day grace period after account deletion, Sponzy will delete your personal data in accordance with our Privacy Policy, subject to any data that must be retained for legal, regulatory, or fraud prevention purposes.
23.6 Reinstatement
There is no automatic right to reinstatement after suspension or termination. Users who believe their account was suspended or terminated in error may appeal to legal@sponzy.app. Sponzy's decision on any reinstatement appeal is final.
24. Governing Law & Jurisdiction
24.1 Governing Law
These Terms and any dispute arising out of or in connection with them or the Platform shall be governed by and construed in accordance with the laws of Kenya, without regard to its conflict of law provisions.
24.2 Jurisdiction
Subject to Section 25, you irrevocably submit to the exclusive jurisdiction of the courts located in Nairobi, Kenya for the resolution of any dispute arising out of or relating to these Terms or your use of the Platform.
24.3 Language of Proceedings
The language of all legal proceedings shall be English.
24.4 Consumer Rights
Nothing in this Section limits any statutory rights you may have under Kenyan consumer protection law, including the Consumer Protection Act (Cap. 46C), that cannot be excluded by contract.
25. Dispute Resolution
25.1 Informal Resolution First
Before initiating any formal legal proceeding, you agree to first attempt to resolve any dispute with Sponzy informally. You must email legal@sponzy.app with a written description of your dispute and the resolution you seek. Sponzy will use commercially reasonable efforts to respond within 15 business days. Both parties agree to negotiate in good faith for at least 30 days before escalating the dispute.
25.2 Mediation
If informal resolution fails, either party may request mediation administered by the Nairobi Centre for International Arbitration (NCIA) or another mutually agreed mediator before proceeding to litigation or arbitration. Mediation costs shall be shared equally between the parties.
25.3 Litigation
If mediation fails or is waived, disputes shall be resolved by the courts of Kenya as specified in Section 24.2.
25.4 Small Claims
Nothing in this Section prevents you from bringing a small claim in the relevant Kenyan magistrate's court if your dispute qualifies.
25.5 Injunctive Relief
Notwithstanding the above, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute.
25.6 Time Limitation
Any claim arising out of or relating to these Terms or the Platform must be brought within 2 years of the date on which the claim arose. Claims not brought within this period are waived.
26. Changes to These Terms
26.1 Our Right to Amend
Sponzy reserves the right to modify these Terms at any time. We will notify you of material changes by:
26.2 Notice Period
For material changes, we will provide at least 30 days' advance notice before the changes take effect. Non-material changes (such as corrections of typographical errors or clarifications that do not affect your rights) may take effect immediately.
26.3 Acceptance of Changes
Your continued use of the Platform after the effective date of any amended Terms constitutes your acceptance of the new Terms. If you do not agree to the amended Terms, you must stop using the Platform and may delete your account.
26.4 Material Changes Defined
A "material change" means any amendment that:
27. Severability, Waiver & Entire Agreement
27.1 Severability
If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severed from these Terms to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.
27.2 No Waiver
Sponzy's failure to enforce any provision of these Terms shall not constitute a waiver of Sponzy's right to enforce that provision in the future. No waiver by Sponzy of any breach of these Terms shall be deemed a waiver of any subsequent breach.
27.3 Entire Agreement
These Terms, together with the Privacy Policy and any other documents expressly incorporated by reference, constitute the entire agreement between you and Sponzy with respect to the Platform and the Services, and supersede all prior or contemporaneous understandings, representations, and agreements, whether oral or written.
27.4 No Oral Modifications
These Terms may not be modified by oral agreement. Any modification must be in writing and published by Sponzy in accordance with Section 26.
27.5 Assignment
Sponzy may assign or transfer its rights and obligations under these Terms without your consent, including in connection with a merger, acquisition, or sale of assets. You may not assign or transfer your rights or obligations under these Terms without Sponzy's prior written consent.
28. Contact Information
For all legal, privacy, and general inquiries regarding these Terms:
Sponzy Nairobi, Kenya Email: legal@sponzy.app Security/Vulnerability Reports: hello@sponzy.app Response Time: We aim to respond to all legal inquiries within 30 business days.
These Terms were last updated on 28 May 2026. A version history is available upon request.
[END OF TERMS OF SERVICE]