Spheros reserves the right, and you authorize us, to use and assign all information regarding Platform uses by you and information provided by you in any manner consistent with our Privacy Notice and these Terms.

The Platform is protected by copyright, trademark, and other laws of the United States and foreign countries. User acknowledges and agrees that the Platform, including all associated intellectual property rights, is the exclusive property of Spheros and its licensors. User will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform.

All trademarks, service marks, logos, trade names, and any other proprietary designations used by Spheros belong to the company as trademarks or registered trademarks of Spheros Corp. Any other trademarks, service marks, logos, trade names, and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

We grant you a personal, non-exclusive, non-transferable license to access our Sites and to use the information and services provided through them for their intended purposes. User will not use, copy, print, display, perform, reproduce, publish, modify, delete, add to, license, post, transmit, or distribute any Intellectual Property from any of the Platform in whole or in part, for any public or commercial purpose without the specific written permission of Spheros. No licenses or rights are granted by implication or otherwise under any intellectual property rights owned or controlled by Spheros or its licensors, except for the licenses and rights expressly granted in these Terms. User has no right to sublicense the license rights granted in this section.

You warrant and represent that you shall access the Platform and use the services provided for lawful purposes only. Violations of system or network security may result in civil or criminal liability. Spheros will investigate occurrences and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations. You are prohibited from violating or attempting to violate the security of any of the Platform.

The Platform may contain links to third-party websites or resources. User acknowledges and agrees that Spheros is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Spheros of such websites or resources or the content, products, or services available from such websites or resources. User acknowledges sole responsibility for and assumes all risk arising from User’s use of any such websites or resources or the content, products, or services on or available from such websites or resources.

You agree to indemnify, defend and hold Spheros and and its officers, directors, employees, agents, distributors and affiliates harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to your violation of this Agreement or use of the Platform or the posting or transmission of any materials on or through the Platform by you, including, but not limited to, any third party claim that any information or materials you provide infringes any third party proprietary right.

THE SPHEROS PLATFORM IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. YOU AGREE THAT USE OF THE PLATFORM IS AT YOUR SOLE RISK. SPHEROS DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT YOUR JURISDICTION DOES NOT ALLOW LIMITATIONS ON WARRANTIES, THIS LIMITATION MAY NOT APPLY TO YOU. SPHEROS RESERVES THE RIGHT TO MAKE ADDITIONS, DELETIONS, OR MODIFICATIONS TO THE INFORMATION PROVIDED OR IN THE MATERIALS INCLUDED ON THE PLATFORM, AT ANY TIME WITHOUT ANY PRIOR NOTIFICATION. YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE PLATFORM SHALL BE TO DISCONTINUE USING THE PLATFORM.

UNDER NO CIRCUMSTANCES WILL SPHEROS BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE PLATFORM, YOUR PLATFORM USE, OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE FOR CAUSES BEYOND OUR CONTROL OR ANY OTHER DAMAGE WHICH DOES NOT RESULT FROM A BREACH OF OUR OBLIGATIONS UNDER THIS AGREEMENT. WE ARE NOT RESPONSIBLE FOR ANY LACK OF FUNCTIONALITY OR FAILURE TO PROVIDE ANY PART OF THE PLATFORM, OR ANY LOSS OF CONTENT OR DATA THAT IS DUE TO: YOUR EQUIPMENT, DEVICES, OPERATING SYSTEM OR INTERNET CONNECTION; OR YOUR FAILURE TO COMPLY WITH SPECIFIED COMPATIBILITY REQUIREMENTS. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED ONE HUNDRED U.S. DOLLARS (US $100).

You may have additional rights under certain laws (including consumer laws) which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in this Agreement that directly conflict with such laws may not apply to you.

IMPORTANT: PLEASE REVIEW THE MEDIATION AND ARBITRATION REQUIREMENTS SET FORTH BELOW. USER EXPRESSLY ACKNOWLEDGES REVIEWING AND UNDERSTANDING THESE DISPUTE RESOLUTION REQUIREMENTS AND HAS TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

THESE REQUIREMENTS PRECLUDE USER FROM BRINGING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST COMPANY AND FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION BROUGHT AGAINST COMPANY BY ANOTHER PARTY.

FURTHERMORE, USER ACKNOWLEDGES AND AGREES TO WAIVE ANY RIGHT TO A TRIAL BY JURY. USER AND COMPANY EACH RETAIN THE RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION RELATING TO ANY DISPUTE THAT IS PROPERLY THE SUBJECT OF THIS ARBITRATION AGREEMENT.

• Informal Dispute Resolution. In the event that a disagreement arises between you and Spheros regarding any claim or controversy at law or equity arising out of, relating to, or connected in any way with the Platform (collectively, “Dispute”), prior to initiating any legal action, you must first contact us directly by email at legalnotices@spheros.io. You must describe the nature of the Dispute, the basis for your Dispute, and the resolution you are seeking.
  
  You agree that the term “Dispute” in these Terms will have the broadest meaning possible. These Terms also cover any Dispute between you and any officer, director, board member, agent, employee, affiliate of Spheros, or third party if Spheros could be liable, directly or indirectly, for such Dispute.
  
  During the 60 days from the date you first contacted us, you and we agree to engage in good faith efforts to resolve the Dispute and you will not initiate any legal action during this period. You and we agree to toll any statutes of limitations that may apply, along with any filing deadlines during this 60 day time period.
• Mediation Prior to Arbitration. If a Dispute arises from or relates to these Terms or the breach thereof, and if the Dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the Dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to these Terms, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
• Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
• Arbitration Location and Procedure. Unless otherwise agreed to by the parties in writing, the arbitration will be conducted in a location pursuant to the AAA Rules. The arbitration shall be governed by the laws of the State of Delaware. User consents to electronic service of process, with service to be made to the email address provided in your Spheros Account.
  
  Hearings will take place pursuant to the standard procedures of the applicable AAA  Arbitration Rules. Pursuant to the  Arbitration Rules, the arbitrators will have the authority to allocate the costs of the arbitration process among the parties but will only have the authority to allocate attorneys' fees if a particular law permits them to do so. The award of the arbitrators shall be accompanied by a reasoned opinion. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witnesses. In such an event, the other party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.
  
  If the party’s claim does not exceed $10,000, then the arbitration will be conducted solely based on documents the parties submit to the arbitrator, unless a party requests a hearing, or the arbitrator determines that a hearing is necessary. If a party’s claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
• Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the Limitation of Liability section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If User prevails in arbitration, User will be entitled to an award of attorney’s fees and expenses, to the extent provided under applicable law.
• Arbitration Fees. The parties’ responsibility to pay any AAA filing, administrative, and arbitrator fees (Arbitration Fees) will be solely as set forth in the AAA Rules. However, if User’s claim for damages does not exceed $10,000, Spheros will pay all such Arbitration Fees unless the arbitrator finds that either the substance of User’s claim or the relief sought in User’s Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), in which case the Arbitration Fees will be User’s sole responsibility.
  
  User agrees that any and all communications and evidence related to any payment, charge, or insurance dispute ultimately resolved by arbitration or mediation arising out of or relating to these Terms shall be held and will remain confidential, and User will not take any action that will harm the reputation of any of the other parties to the arbitration or mediation or Spheros, or which would reasonably be expected to lead to unwanted or unfavorable publicity to and of the parties, Spheros or other entities involved in or incidental to the arbitration or mediation. User understands this includes both parties and entities claimant, respondent, witnesses, and Spheros.
• Changes to ADR Policies. Notwithstanding the provisions of the Modification section below, if Spheros changes this Dispute Resolution section after the date User first accepted these Terms (or accepted any subsequent changes to these Terms), User may reject any such change by sending written notice to the attention of the Spheros Legal Team within 30 days of the date such change became effective, as indicated in the Last Updated Date above or in the date of Spheros’ email to User notifying User of such change. By rejecting any change, User agrees to arbitrate any Dispute between User and Spheros in accordance with the provisions of this Dispute Resolution section as of the date User first accepted these Terms (or accepted any subsequent changes to these Terms).

By using the Platform, User represents and warrants that (i) User is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting country” and (ii) User is not named on any U.S. Government list of prohibited or restricted parties. User also will not use the Platform for any purpose prohibited by U.S. law.

You agree that the laws of the state of Delaware, without regard to conflicts of laws provisions will govern these Terms and Conditions of Use and any dispute that may arise between you and Spheros.

If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

The failure of Spheros to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by Spheros must be in writing and signed by an authorized representative of Spheros.

Spheros may terminate this Agreement at any time, with or without notice, for any reason.

Nothing contained in this Agreement or your use of the Platform shall be construed to constitute either party as a partner, joint venturer, employee or agent of the other party, nor shall either party hold itself out as such. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each shall remain independent contractors responsible for their own actions.

The Platform, Sites, and Services are controlled and/or operated by Spheros in the United States of America. Spheros makes no representation that materials on the Platform are appropriate or available for use in other locations outside the United States. Persons who choose to access the Platform from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. By providing any personal information to the Platform, all Users fully understand and unambiguously consent to the collection and processing of such information in the United States.

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be provided in writing by Spheros via email (if provided) or posted on the Platform. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

This Terms of Use constitutes the entire agreement between you and Spheros and governs the terms and conditions of your use of the Platform, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Spheros with respect to the Platform. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Notice), guidelines, or rules that may apply when you use the Platform. Spheros may revise this Terms of Use at any time by updating this Agreement and posting it on the Platform. Accordingly, you should visit the Platform and review the Terms of Use periodically to determine if any changes have been made. Your continued use of the Platform after any changes have been made to the Terms of Use signifies and confirms your acceptance of any such changes or amendments to the Terms of Use.

We love to hear what you have to say about Spheros, our Platform, or Services, whether good or bad, and encourage all Users to provide feedback, comments, and suggestions (collectively, “Feedback”) to us at any time. You may send us Feedback at support@spheros.io. You acknowledge and agree that all Feedback will be the sole and exclusive property of Spheros, and you hereby irrevocably assign to us and agree to irrevocably assign to us all of your right, title, and interest in and to all Feedback, including, without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At Spheros’ request and expense, you will execute documents and take such further acts as Spheros may reasonably request to assist Spheros to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

Our postal address:

377 Valley Rd # 1206
Clifton, NJ 07013

Other ways to reach us:

Email: privay@spheros.io