Terms of Use

Effective Date: November 11, 2024

Spheros Corp. (hereinafter, “Spheros”, “Company”, “we” or “us”) provides online services (the "Services") accessible via our website at https://www.spheros.io (the "Site") and the Spheros platform, which includes Sphere Accounts for individuals and businesses (the "Platform"). Sphere Accounts ("Sphere Accounts") are secure, reusable, digital identities for seamless data sharing and management. By accessing Spheros’ Site, Services, and Platform, User agrees to comply with and be legally bound by these Terms and Conditions of Use (the “Terms”).

PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR SITE, SERVICES, AND PLATFORM. THESE TERMS GOVERN USERS’ ACCESS TO AND USE OF THE PLATFORM AND CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN USER AND SPHEROS.

PLEASE NOTE THAT THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT APPLY TO ALL SPHEROS USERS. USER UNDERSTANDS AND AGREES TO BE BOUND BY THIS ARBITRATION CLAUSE AND CLASS ACTION WAIVER.

Agreement

This Terms of Use agreement ("the "Agreement") specifies the Terms applicable to your access to and use of our Site, Services, and Platform.This Agreement may be modified at any time by Spheros Corp. upon posting of the modified Agreement. Any such modifications shall be effective immediately. You can view the most recent version of these terms at any time here. Each use by you shall constitute and be deemed your unconditional acceptance of this Agreement.

Privacy

Your visit to our Site is also governed by our Privacy Notice. Please review our Privacy Notice.

Changes

We reserve the right to change these Terms in the future. We encourage you to review these Terms and our Privacy Notice periodically so you are aware of the most current rights and obligations applicable to your use of our Platform. The most current version of these Terms (along with the effective date) will be posted on our Platform. Reasons for changes could include, without limitation, changes in law or in the Site, Services, and Platform. Changes to these Terms will be effective immediately or, if required by law, 30 days after notice to you, which may be given by posting the updated Terms on our Platform or by electronic mail. If you continue to use the Platform after we change these Terms, you are deemed to have accepted all changes.

How Our Platform Works

Accounts

The Spheros Platform supports Sphere Accounts for both Individual and Business Users (referred to as “Users,” collectively). By using the Spheros Platform, you expressly agree that all information provided by you is complete and correct, and that your identity, as established by the information and documents that you submit, matches your true identity, which is the identity you claim while using the Spheros Platform.

Individual Users

Our Platform allows adult individuals to store User-provided personal data for themselves and their children, if applicable, in a secure, cloud-based data vault, which only they can access. We enable Individual Users to undergo optional third-party data verification services, such as identity proofing, for the purpose of verifying aspects oftheir personal data, and to store results of those verifications in their vault.

Business Users

Our platform allows businesses to store commercial business and employee data (“Commercial Data”) in a secure, cloud-based data vault. To register as a business user (“Business User”), a company must select “Business” as the Account Type during the onboarding process. A Business User refers to the registered business itself, while Business User representatives are authorized individuals within the business who are provided login access to the Platform to securely access and manage the company’s data. We also offer optional third-party data verification services, such as business identity proofing, to verify aspects of your Commercial Data and store verification results in your vault. badges.

Services

Store

Our Platform allows Users to store data, documents, and credentials in a secure, cloud-based data vault.This vault is only accessible to the Individual User or authorized Business User representatives in the case of a business Sphere Account.

Connect

When a User establishes a relationship with another Individual or Business User, through the Platform, and provides consent to share specific data with them, we refer to that relationship as a “Connection.” Before Spheros provides a third-party entity with your data, you will be asked to review your data and consent to share, and may discontinue sharing by revoking the Connection at any time. As further outlined in our Privacy Notice, Spheros will not provide your personal data to a third-party entity withoutyour express consent.

Send

Users may, at their sole discretion, choose to share data or a subset of such data, documents, and credentials through the Platform by initiating Connections to third-party entities, whether individuals or business entities, that rely on this data in order to establish relationships, grant access to their services, or otherwise access and process your personal data for business purposes. Individual Users may choose to share their child’s data or a subset of their data as part of this Connection. Connections may share data with you, in return. Data shared with Business Users will be governed by that business entity’s Terms of Use and Privacy Policy, if provided, as consented at time of sharing. Data shared with Individual Users and non Users (if and when data is shared off platform and receipts are not Sphere Account holders) is not subject to additional Terms of Use or Privacy Policies, and should be shared with discretion.

Receive

Users may collect and manage consented identity data and Commercial Data from Individual and Business Users. By using the Platform to collect third-party data, User warrants that it has a legitimate business purpose for requesting the data, and that all data collected with consent will be handled by User in accordance with User’s Terms of Use and Privacy Notice, where applicable. Spheros is not a consumer reporting agency, and none of the information provided through the Service constitutes a "consumer report" as such term is defined in the FCRA (FCRA means theFair Credit Reporting Act, 15 U.S.C. § 1681 et seq.). User agrees that it shall not use any Services in any manner that would cause their use of the Platform to be construed as a consumer report by any entity having jurisdiction over Spheros or the User. The User further agrees not to take any adverse action, based in whole or in part, on the data from the Platform, against any consumer." Adverse action" and "consumer" have the definitions given to them in the FCRA. User agrees to promptly notify Spheros at support@spheros.io of any complaints they receive from Users claiming deficiencies related toprocedures required under the FCRA.

Revoke

Users control how and when their data is shared through Connections. Users have the ability to revoke consent and sharing of data at any time by disconnecting, which restricts access to data and any future updates to that data, from the time of revocation.

Billing

Spheros offers both free and paid Services. Some Platform features may only be accessed and used after payment of applicable fees. You can learn more about Spheros’s subscription offerings here. Pricing may vary by location and the billing address you provide to us at the time of purchase will be the situs of where Spheros’ Services are delivered. If you subscribe to paid Services, you are responsible for paying all applicable fees associated with that subscription.

Subscriptions and Renewals

Your subscription will automatically renew on a monthly basis. You can cancel your subscription at any time. If you cancel your subscription, you will not receive a refund or credit for any amounts that have already been billed.

Taxes

Your subscription fees are inclusive of all taxes unless otherwise specified in an agreement with Spheros, within the Platform or in an applicable invoice. Tax rates are calculated based on the billing address you provide, as the billing address is the situs of where Spheros’ Services are delivered, and the applicable tax rate at the time of your subscription charge. Tax rates and applicable tax laws are subject to change. In the event that Spheros determines that an error occurred in the calculation or collection of sales tax on previous transactions, Spheros reserves the right to issue a supplemental invoice to you for the outstanding sales tax amount. Further, in the event that a taxing authority determines that Spheros should have charged you sales tax and Spheros did not, you agree to pay whatever sales tax is due. In either case, you agree to pay any such additional sales tax amounts as required by applicable law.

Cancellation

You can cancel your subscription by downgrading to a Free tier at anytime, either through your account settings or by contacting Support. If you cancel your subscription, you will not be entitled to a refund of any fees already paid and any outstanding fees will become immediately due and payable. Canceling your subscription does not mean that your Sphere Account will be deleted. You will still have access to your Sphere Account and any information you have stored in the Platform, but will not have access to the upgraded services that were part of your paid subscription. If you want your Sphere Account to be deleted, follow the account deletion steps.

Free Trials and Pilots

Spheros may offer you a free trial or pilot to allow you to try our Platform. Spheros reserves the right to set eligibility requirements and the duration for free trials and pilots.

At the end of your free trial, Spheros will charge the subscription fee for the next billing cycle to your selected payment method, unless you cancel before the trial period ends. For pilot Users, access to additional features will end unless you subscribe to a paid plan before the pilot period concludes. You will retain access to your Sphere Account which includes any data stored and, in some cases, connections made if the connection type and direction is supported by the tier you downgrade to.

Changes to Pricing

Spheros reserves the right to change its prices at any time. For subscription plans, any changes in pricing will take effect at your next renewal date that occurs on or after thirty (30) days from the date of notice.

Billing Communications

You agree that Spheros may contact you with information relevant to your subscription, billing, and use of the Service. Spheros may communicate with you via email, push notifications (if enabled), or other available methods. It is your responsibility to ensure that you can receive such communications, and Spheros will not be responsible if you do not receive notifications due to disabled push notifications or other communication settings.

Who Can Use Our Platform

Our services are intended to be used by Individuals and Businesses who are able to legally agree to these terms. Our services are intended for adults only. Our services are not intended to be used by children under the age of 13 or minors under the age of majority in their jurisdiction. While our Platform may be used by an adult parent or guardian of a child, the use of the Platform is intended only for such parent or guardian at this time. If User accepts or agrees to these terms on behalf of a business or other legal entity, User represents and warrants they have the authority to bind said business or other legal entity to these terms.

Accounts Registration

To utilize our Platform, you are required to create a Sphere Account. You agree that any information you provide and maintain is accurate, current, and complete, including your contact information for notices and other communications from us and your payment information. You agree not to impersonate or misrepresent your affiliation with any person or entity, including using another person’s username, password, or other account information, or another person’s name or likeness, or provide false details for a parent or guardian. You agree that we may take steps to verify the accuracy of information you provide, including contact information for a parent or guardian. Business Sphere Accounts and SphereLink Accounts may be governed by an additional agreement and may be subject to additional terms.

Passwords and Security

You agree that you will not share your Spheros Account or account information with others. You are responsible for taking reasonable steps to maintain the confidentiality of your username and password, and you are responsible for all activities under your Spheros Account that you can reasonably control. You agree to promptly notify us of any unauthorized use of your username, password or other account information, or of any other breach of security that you become aware of involving your Spheros Account or our Platform.

Electronic Notice

You consent to receive notices, including agreements, disclosures, and other communications, electronically from us at the email address you have provided. You agree that these electronic notices satisfy any legal requirements that such communications be in writing.

Compliance with Law

You agree to comply with all applicable laws regarding your use of the Platform. You further agree that information provided by you is truthful and accurate to the best of your knowledge.

Acceptable Use & Restrictions

Your use of the Spheros Platform must comply with these Terms and is at the discretion of Spheros and we may terminate your use of this website at any time. In connection with your use of our Platform as a User, you may not and agree to not:

use the Platform for any commercial purposes or other purposes that are not expressly permitted by these Terms;
copy, store, or otherwise access any information contained on the Platform for purposes not expressly permitted by these Terms;
infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity, or contractual rights;
impersonate or misrepresent your affiliation with any person or entity;
interfere with or damage the Platform, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
use the Platform to transmit, distribute, post, or submit any information concerning any other person or entity, including, without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card, or account numbers;
use manual or automated software, devices, scripts, robots, other means or processes to access, scrape, crawl or spider any web pages or other services contained on the Platform;
use the Platform in connection with the distribution of unsolicited commercial email (spam) or advertisements;
use automated scripts to collect information or otherwise interact with the Platform;
post, upload, publish, submit, or transmit any content that, in company’s sole judgment: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability; (iii) is fraudulent, false, misleading, or deceptive; (iv) is defamatory, obscene, pornographic, vulgar, or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
use, display, mirror, or frame the Platform, or any individual element within the Platform, Spheros’ name, any Spheros trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without company’s express written consent;
access, tamper with, or use non-public areas of the Platform, company’s computer systems, or the technical delivery systems of company’s providers;
attempt to probe, scan, or test the vulnerability of any company system or network or breach any security or authentication measures;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Spheros or any of company’s providers or any other third party (including another user) to protect the Platform;
forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform to send altered, deceptive or false source-identifying information;
attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Platform; or
advocate, encourage, or assist any third party in doing any of the foregoing;
engage in any activities to tarnish, dilute, or otherwise harm Spheros’ brand, including but not limited to unauthorized use of the Platform, registering or using “Spheros” or derivative terms in domain names, trade names, trademarks, or other source identifiers that closely imitate or are confusingly similar to company’s domains, trademarks, taglines, promotional campaigns, or the Platform;
engage in any activity that damages or adversely affects, or could damage or adversely affect performance or proper functioning of the Platform;
export, re-export, import, or transfer the Platform except as authorized by U.S. law, the export control laws of your jurisdiction, and any other applicable laws; OR
violate or infringe on anyone else’s rights or otherwise cause harm to others.

Spheros has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Spheros may involve and cooperate with law enforcement authorities in prosecuting Users who violate these Terms. Users acknowledge that Spheros has no obligation to monitor Users’ access to or use of the Platform or to review or edit any User content but has the right to do so for the purpose of operating the Platform, to ensure compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body. Users agree to cooperate with and assist Spheros in good faith and to provide the company with such information and take such actions as may be reasonably requested by Spheros in connection with any investigation by Spheros or a representative of the company regarding the use or abuse of the Platform.

Use of Information

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.

Intellectual Property Rights

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.

Third Party Links

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.

Indemnification

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.

Disclaimer

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.

Limitation of Liability

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.

Dispute Resolution

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).

Export Controls and Restricted Countries

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.

Applicable 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.

Severability

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.

Waiver

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.

Termination

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

Relationship of the Parties

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.

International Use

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.

Notice

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.

Entire Agreement

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.

Feedback

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.

Contact Information

Our postal address:

377 Valley Rd # 1206
Clifton, NJ 07013

Other ways to reach us:

Email: privay@spheros.io