Agreement to Terms

IMPORTANT NOTICE: THESE TERMS REQUIRE BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM RELATING TO THESE TERMS, THE SERVICES OR PROPERTIES OR ANY RELATIONSHIP BETWEEN US. ANY SUCH DISPUTE OR CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR ARBITRATION. THESE TERMS ALSO CONTAIN A DISCLAIMER OF WARRANTIES AND A DISCLAIMER OF LIABILITY, AS WELL AS A RELEASE AND INDEMNIFICATION BY YOU. PLEASE READ THEM CAREFULLY.

Agreement to Terms. This terms and conditions agreement (these "Terms") constitutes a legally binding contract between Sphere Knowledge Ltd. ("Sphere", "we", "us") and you, with respect to your use of all properties (Web sites, mobile application, instant message platform, telephone service or otherwise) owned or operated by Sphere and our affiliates (collectively, the "Properties"), and all products and services available from Sphere and our affiliates, or other third parties in connection with the Properties (individually and collectively with the Properties, the "Services"). By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by, these Terms, our Privacy Policy (https://www.sphere.me/privacy) and, if applicable, the Additional Program Terms (as defined below), including any updates posted here or otherwise communicated to you. If you do not agree to the Terms, the Privacy Policy and the Additional Terms (if applicable), please do not use the Services.

References to Sphere (or "we" or "us") in these Terms *do not* refer to or include Sphere's service providers *unless* expressly provided herein, and such service providers do not, unless expressly provided otherwise, act for or on behalf of Sphere.

Changes to Terms. We may modify these Terms at any time by posting a revised version. Any changes to the Terms will be effective immediately upon posting. Please review the Terms each time you use the Services as your continued use of the Services after such changes will constitute acceptance of, and agreement to, such changes. You waive any right you may have to receive specific notice of such changes.

Consent. You affirm that you are at least 13 years of age or the age of majority in your jurisdiction, whichever is greater, and are fully able and competent to enter into, and comply with, these Terms. If you are accessing and using the Services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. In that situation, "you" and "your" will refer to both you and that entity.

Our Privacy Policy. Our Privacy Policy, which describes how we collect and use information from our users, is available at https://www.sphere.me/privacy, as well as through the link titled "Privacy" on our homepage and other locations within the Properties.

Other Program Terms. Certain programs offered by Sphere through the Services may have additional terms and conditions (the “Additional Program Terms”). If you elect to participate in one of these programs, Sphere will communicate the applicable Additional Program Terms to you. By participating in that program, you acknowledge that you have read, understood, and agree to be bound by, the Additional Program Terms, which will be deemed to be a part of these Terms.

Our Services

Services We Provide. Sphere connects users (individually, "User," collectively, "Users") seeking additional information, guidance, instruction or advice on a range of topics with individuals who may claim to have professional or expert-grade knowledge or experience in the area or topic about which additional information is sought by the User. The Sphere Services help Users discover more information about themselves and the world around them.

No Responsibility, Endorsement or Guarantee for Users. Sphere does not deliver, and is not responsible for, any User's advice, information, suggestions, recommendations or endorsements.  The Users are not employees, contractors or agents of Sphere, and Sphere is not an agent of any Users. Sphere does not sponsor, endorse, recommend or approve any User who offers products or services through the Services. While we try to confirm that Users meet certain requirements, we cannot and do not represent or warrant that any User is licensed, qualified, bonded, insured or capable of performing any service. Except as expressly provided, we do not make any guarantees, warranties or representations of any kind regarding any User, any advice or other information that a User provides or the products, services, suggestions or recommendations that a User provides, and we are not responsible for any action or inaction of any User. Reference to any products, services or other information by trademark, manufacturer, supplier or otherwise does not constitute or imply an endorsement, sponsorship or recommendation by us. We do not guarantee that the Services can match a User's service needs with another User or that there are Users in a User's area that are capable of and willing to meet a User's service needs.

Third Party Materials. Sphere does not recommend or endorse any services offered outside the Sphere platform, and we take no responsibility over any events or circumstances or activities undertaken outside the Sphere platform. To the extent any User offers services outside the Sphere platform (including, without limitation, advertisements or links provided by a User within the Sphere platform which direct the User to third-party websites or other services or offerings outside the Sphere platform (collectively, "Third Party Materials"), we advise you that these Third Party Materials are not owned or controlled by Sphere, and Sphere does not endorse, sponsor or recommend any Third Party Materials.

Permissible Use and Sphere Intellectual Property

Grant of Limited License to Users.Subject to your compliance with these Terms, we hereby grant you, as a User, a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Services for your personal, non-commercial and informational use only, including for the purpose of providing and receiving information, guidance, instruction or advice through the Sphere platform and services.

Sphere Services are Protected. The Services, including all material and information, and the selection, arrangement and composition of such information ("Materials") are proprietary property of Sphere, its suppliers, and licensors and are protected by intellectual property laws under the laws of England and Wales and other international intellectual property laws, including but not limited to patent, trademark and copyright laws. You agree not to remove, alter or obscure any copyright, trademark or proprietary rights notice incorporated in or accompanying the Services. Except for the limited license explicitly granted to you under these Terms, no other license is granted to you, whether by implication, estoppel or otherwise and all rights are explicitly reserved.

No Reverse Engineering. You may not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or architectural framework for the Services (except to the extent specifically permitted by applicable law).

No Automated Queries; No Harvesting. You may not access, download, monitor, or copy any information or content contained on or in the Properties or the Services through automated or artificial means (including, but not limited to, screen and database scraping, spiders, robots, crawlers, deep-link, or any similar or equivalent automatic or manual process), or in any way obtain or attempt to obtain any content or information through any means that Sphere does not intentionally made available through the Properties and the Services. However, general purpose Internet search engines and non-commercial public archives that use tools to gather information for the sole purpose of displaying hyperlinks to the Services are granted a limited exception from the foregoing exclusion, provided that they do so from a stable IP address or range of IP addresses using an easily-identifiable agent that adheres to all limitations set forth in any applicable robots.txt file. You may not harvest information about Users for any purpose.

No Improper Uses.You may not frame any part of our Services. You may not use, or attempt to use, the Services through any means not explicitly and intentionally made available, provided or intended with respect to the Services (including, but not limited to, attempting to gain unauthorized access to any portion of the Properties, the Services, or any other systems connected to the Properties and Services). You may not use or access the Properties or the Services in any manner that could damage, disable, overburden, or impair the Services or that could interfere with the rights of or otherwise harm Sphere, its service providers, suppliers, other Users or any other person.

No illegal or harmful activity

In no event may any User make use of the Sphere platform or Services to participate in any inquiry or discussion that encourages, facilitates or condones, or could reasonably be interpreted as encouraging or facilitating or condoning, illegal or harmful activity within the jurisdiction from which any portion of the dialogue commences or takes place. This includes (without limitation) any discussion or inquiry in relation to activities deemed criminal in nature, or which are contrary to regulation or public policy.

In the event any User is discovered to have participated in any communication in which the User (as the case may be) has encouraged, facilitated or condoned such illegal or harmful activity, such User's (as the case may be) account shall be suspended or terminated immediately, and Sphere reserves the right to pursue further action against the individual subject to a review by Sphere's internal legal team.

User Submissions and Other Collected Information

Accurate Information. If you are a User, you will be asked to disclose certain information about yourself and your service requirements when you submit a request for User services and when you open or confirm your account. You agree to provide us with accurate, complete and up to date information and to keep it updated, complete and correct.

Users may be asked to open an account and may be asked to complete a profile in connection with the Services. You agree to promptly complete your profile and to provide us with such additional information as we reasonably request; to provide accurate, complete and up to date information in connection with the Services; and keep that information updated, complete and correct.

CONSENT. BY PROVIDING YOUR INFORMATION THROUGH THE SERVICES, YOU ARE REQUESTING TO BE (AND YOU EXPRESSLY CONSENT TO BE) CONTACTED BY SPHERE, OUR SERVICE PROVIDERS, COMPANIES THAT RECEIVE YOUR SERVICE REQUEST, AND OTHER USERS, AS THE CASE MAY BE. YOU CONSENT TO BE CONTACTED BY TELEPHONE, EMAIL, MAIL, TEXT (SMS) MESSAGING, FAX, OR OTHER REASONABLE MEANS AT ANY OF THE RESIDENTIAL, CELL OR FAX PHONE NUMBERS OR ADDRESSES YOU PROVIDE, EVEN IF THEY ARE LISTED ON A NATIONAL "DO NOT CALL" OR "DO NOT CONTACT" LIST. YOU AGREE THAT THESE COMMUNICATIONS MAY INCLUDE PRERECORDED, ARTIFICIALLY VOICED OR AUTODIALED TELEMARKETING MESSAGES, AND THAT THEY MAY BE MONITORED AND RECORDED FOR QUALITY ASSURANCE AND OTHER REASONS. YOU AGREE THAT THESE PARTIES MAY CONTACT YOU FOR PURPOSES OF PROVIDING THE SERVICES OR SERVICES YOU HAVE REQUESTED (AS THE CASE MAY BE), MARKETING, SERVICING YOUR ACCOUNT, ADDRESSING COMPLAINTS, BILLING OR OTHER ACCOUNT-RELATED MATTERS, OR OTHER PURPOSES REASONABLY RELATED TO THE SERVICES. YOUR CONSENT TO RECEIVE MARKETING COMMUNICATIONS IS NOT REQUIRED AS A CONDITION OF PURCHASING ANY GOODS OR SERVICES. For complete details on our use of your information, including Collected Information (as defined below), and how to opt out of receiving Sphere marketing communications, please see our Privacy Policy.

Security of Account. You agree you won't disclose your password to anyone and you'll notify us immediately of any unauthorized use of your account. You are responsible for all activities that occur in your account, whether or not you know about them.

Collected Data Definition. You agree and acknowledge that Sphere and Users may collect text, photos, videos, measurements, comments, reviews, feedback, notes, ideas, know-how, techniques, data or other information (individually and collectively, "Information") before, during, and after the provision of Services, or otherwise in connection with the Services, relating to you, your household, your business, your real or personal property or otherwise (individually and collectively, "Collected Information").

You Are Responsible for User Submissions. The Services may permit you and other Users to submit Information (individually and collectively, "User Submissions"). The person submitting a User Submission, and not Sphere, is solely responsible for that person's User Submission and the consequences of submitting it. By way of example and not limitation, if an User provides you with advice or other information, the User (and not Sphere) is solely responsible for that advice and information. You acknowledge and agree that Sphere has no obligation to pre-screen your or any other person's User Submissions.

Knowingly submitting false names or contact information not only wastes everybody's time, it could result in harm to consumers (including violations of privacy) and significant legal and regulatory liability, damages, penalties and costs for Sphere and its service providers and partners, and. ACCORDINGLY, IF YOU KNOWINGLY INPUT FALSE INFORMATION IN A SERVICE REQUEST, INCLUDING BUT NOT LIMITED TO ANY NAME OR CONTACT INFORMATION THAT IS NOT YOURS (WHETHER IT'S SOMEONE ELSE'S OR JUST MADE UP), YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO SPHERE AND EACH USER OR OTHER PARTY WHO ACCEPTS THAT SERVICE REQUEST FOR ANY LOSSES, LIABILITIES, DAMAGES (DIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER), FINES OR PENALTIES, AND COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES) INCURRED BY THE AFFECTED PARTIES IN CONNECTION WITH THE IMPROPER SUBMISSION.

Confidentiality of User Personally Identifiable Information. Sphere will not display or provide, either to other Users or to the public at large, the location or personal information of any User. Users are strongly DISCOURAGED FROM providING any personally identifiable information to other Users, and any provision of such information by a User to another User is done at the User's own risk. Please be careful what you post, to avoid inadvertently disclosing your address or any other personal information that you do not wish to be seen by Users or by the general public.

License to User Submissions. With respect to both User Submissions and Collected Information, you grant Sphere a worldwide, non-exclusive, royalty-free, fully paid, perpetual, irrevocable, and fully sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, publish, broadcast, publicly perform and display, make, use, import, offer to sell, sell, and otherwise transfer and exploit all copyrights, inventions, and other intellectual property rights in the User Submissions and Collected Information in any form and any medium. We will not pay you or otherwise compensate you for User Submissions or Collected Information.

Do Not Post Illegal or Harmful Content. You agree that you are the exclusive owner of all rights in the User Submissions and such rights have not been assigned or encumbered. You agree not to post, submit or link to any User Submissions or material that infringes, misappropriates or violates the intellectual property or other rights of any third party, or that is in violation of any federal, state or local law, rule or regulation. Additionally, you agree not to post, submit or link to any User Submissions or material that is deceptive, fraudulent, threatening, harassing, defamatory, obscene or otherwise objectionable as determined by Sphere.

Do Not Post Improper Content. You agree not to post, submit or link to any User Submissions or material that (i) directly or indirectly directs persons to another online or offline location that provides products or services similar to the Services; (ii) involves unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; or (iii) facilitates gambling, gaming, raffles, lotteries, sweepstakes, and/or any other activity featuring the award of a prize.

Review of User Submissions.We do not approve, control or endorse your or anyone else's User Submissions and have no obligation to do so. However, we reserve the right (but assume no obligation) to pre-screen, refuse, remove or modify User Submissions for any reason, at our sole discretion.

Suggestions. If you elect to provide or make available to Sphere any suggestions, comments, ideas, improvements or other feedback relating to the Services or otherwise (“Suggestions”), Sphere will be free to use, disclose, reproduce, have made, modify, license, transfer and otherwise utilize and distribute your Suggestions in any manner, without credit or compensation to you.

Telephone Calls and Other Communications. When you contact us, when we contact you, or when you communicate with a User through the Services (including when we forward calls between Users), we may monitor and/or record those communications for quality assurance, customer satisfaction and other purposes. You consent to this monitoring and recording.

Accuracy of Information. Sphere makes no representation or warranty about the accuracy or suitability of the User Submissions or other information displayed on the Properties or provided through the Services. We use commercially reasonable efforts to promptly update any incorrect information displayed on the Properties, when we are notified or otherwise become aware of such inaccuracy.

Reviews of Users Submitted by Users

The following guidelines apply to any review submitted on Sphere

Your review must be relevant and accurate

• User reviews must be based on a "customer experience" with fellow Users. Users may leave a review for a User who provided information, guidance, instruction or advice to a User from within the Sphere platform. Users may not leave a review for a User with whom the User did not interact, or with regards to interactions between Users taking place outside the Sphere Services.
• User reviews must be honest and factually accurate. Users should describe what happened in the course of interaction with fellow Users. Avoid generalizations about the User's reputation or character.

Users must not have a conflict of interest

A User may not post a review of a User if:

• the User has a current or past affiliation with a specific User (including, but not limited to employment, contractor relationship, co-ownership, management, or partnership).
• the User is related to a specific User, including by blood, adoption, or marriage.

User reviews must not include any of the following:

• Offensive or objectionable content, including material that is deceptive, fraudulent, threatening, abusive, hateful, harassing, defamatory, unlawful, obscene, in violation of another person’s privacy or proprietary rights, or otherwise objectionable as determined by Sphere.
• Private or personally identifiable information such as addresses, phone numbers, or last names of Users (or affiliates or relations thereof), other than information already provided or permitted to be cited by the User with the User's prior consent
• Promotion of or comments about another company (i.e., other than the User for whom you are leaving the review).
• Disparaging comments about Sphere or its partners. This does not include factually accurate statements about what happened in your customer experience.

Users may not leave a review under false pretenses

• Users may not pretend to be anyone other than themselves (i.e. the User who engaged in the interaction).
• Users may not post multiple reviews for the same customer experience.
• Users may not leave a review in which any exchange of value (money or services) influenced whether to leave a review or the review’s content.

Sphere may screen, remove, suspend, or modify a User’s review

Sphere does not approve, control or endorse a User’s review and has no obligation to do so. However, we reserve the right (but have no obligation) to pre-screen, refuse, remove, suspend, or modify reviews for any reason at our sole discretion including but not limited to non-compliance with these Terms.

Generally, we will not remove or modify a review that meets these Review Guidelines unless the User who posted the review asks us to delete it.

If Sphere is notified of a pending legal action or investigation relating to or potentially affecting the relevance or accuracy of the review (including but not limited to a dispute between Users), the review may be removed from the site and placed in a "pending status" until the issue is resolved.

Additional Terms for Specialized Topics of Inquiry

Certain topics or areas of discussion or inquiry involve subject matters involving “heightened,” specialized, and often regulated topics. Users are encouraged to review “Terms of Service Regarding Certain Specialized Topics of Inquiry,” which terms are incorporated by reference herein and form part of these Terms of Service.

Additional General Terms for Users

If you are a User, the terms in this section also apply to you.

Licenses and Obligations. As a User, you agree that you will solicit, accept and perform work only if you possess the qualifications, experience and skill necessary to complete such work, and you will complete such work with the degree of skill and care that is required by current good and sound professional procedures and practices in accordance with applicable industry standards. To the extent you hold yourself out as knowledgeable in certain professional services industries (medical, legal, financial, accounting, tax and other such professional service industries), you also agree that you have (and will continue to maintain) current valid licenses, authorizations, insurance and bonding required by all applicable authorities for any work you solicit, accept or perform.

Informational Requests.You agree to comply with Sphere's informational requests from time to time in connection with the Services, including providing information to be used by Sphere (or its third party service providers) to perform background checks, credit checks, evaluations of reputation and character and other assessments, and to confirm status if we have connected you with a User.

Taxes. You agree to be properly registered to collect sales, use, excise and other taxes, duties, and other governmental assessments in connection with your products or services ("Taxes"). You acknowledge and agree that you are responsible for collecting, withholding, remitting and reporting all applicable Taxes on the provision of your products or services to Users. You agree that you, and not Sphere, are solely responsible for all matters related to Taxes.

Updated Information.You agree to immediately notify us if: (i) any information you have provided to Sphere, or any relevant information about you, has changed, (ii) a User has notified you that they have a complaint with you or any products or services provided by you, (iii) you have received notice of any complaint, investigation, fine or adverse action taken by a governmental authority with respect to your professional license or your products or services, or (iv) you have been notified of any termination, suspension, or lapse of any professional license, insurance or bonding.

Information Regarding Users. Sphere may provide you with personal information relating to individuals that are seeking products or services. You may not rent, sell or otherwise provide this information to others without such individual’s consent or except as required to provide your products or services to such individual. You may not use, or attempt to use, this information in a manner that would violate these Terms or for any purpose not intended by Sphere.

Reviews. To the extent you advertise your services on any platform or Service apart from the Sphere Services, and to the further extent you wish to link to your Sphere profile on such outside platform or service, you agree to link your website to your Sphere profile, at a place on your website determined by you, using the following text: "Review my projects and endorsements on Sphere.” When you include an email address of a past customer in your project information, you agree that we may reach out to that person asking for reviews and recommendations of you and inviting them to create an account on Sphere.

Quality Control. Sphere representatives and our service providers may access and monitor your User account and usage and communication information and may monitor, review and use such account and usage and communication information as they deem appropriate, including (for example) as reasonably needed to confirm status of project requests when we have connected you with a User, to investigate complaints or billing issues, to provide services to you, and to verify information you or Users have provided.

Confidentiality. If you receive confidential information from Sphere, until such information is no longer confidential, you agree not to use it or disclose it to any third party except as necessary to perform your obligations contemplated by our relationship. Confidential information includes but is not limited to information concerning Sphere’s fees, marketing plans, financial results, pricing schedules, product lines, product plans, proprietary technology, research information, practices, trade secrets, and any and all other information that is not generally known to the public.

No Advertising of Outside Services. Unless expressly approved by Sphere, Users may not make their non-Sphere products or services or offerings available to Users, or to advertise themselves or any individual or entity with which they may be affiliated or outside non-Sphere service or product offering.

Independent Contractor. You acknowledge that you are an independent contractor and no agency, partnership, joint venture or employee-employer relationship with Sphere is intended or created by these Terms or any relationship between us, that you have no power or authority to make any commitments on behalf of Sphere, and that Sphere has no power or authority to make any commitments on your behalf. You will be solely responsible for the supervision, direction and control, compensation, benefits and withholdings of all of your personnel.

Third-Party Intellectual Property

Third-Party Intellectual Property. All non-Sphere trademarks, product names and logos appearing on our Services are property of their respective owners.

Claims of Copyright Infringement. Sphere takes intellectual property infringement seriously; we respect the intellectual property rights of others and request that you do the same.  You are hereby informed that Sphere has adopted and reasonably implemented a policy that provides for the termination in appropriate circumstances of registered Users who are repeat copyright infringers.  If you believe your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, you may notify our copyright agent and include the following information: (i) a physical or electronic signature of the person authorized to act on behalf of the owner of the intellectual property, (ii) identification of the work claimed to have been infringed, (iii) a description of where the material that you claim is infringing is located within the Services, (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an e-mail address, (v) a signed statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law, and (vi) a signed statement that the information in the notification is accurate, and under penalty of perjury, that you are the intellectual property owner or you are authorized to act on behalf of the owner:

Notification pursuant to the above should be submitted to:

help@sphere.me

Release

YOU AGREE THAT YOU BEAR ALL RISK AND YOU AGREE TO AND DO HEREBY RELEASE SPHERE, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SHAREHOLDERS, AGENTS, REPRESENTATIVES, LICENSORS, LICENSEES AND SUPPLIERS (COLLECTIVELY, THE "SPHERE PARTIES") FROM ALL CLAIMS, DEMANDS, LIABILITIES AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, NOW AND IN THE FUTURE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES AND YOUR USE OF, OR TRANSACTIONS WITH, SPHERE, USERS, OR OTHER THIRD PARTIES. YOU FURTHER WAIVE ANY AND ALL RIGHTS AND BENEFITS OTHERWISE CONFERRED BY ANY STATUTORY OR NON-STATUTORY LAW OF ANY JURISDICTION THAT WOULD PURPORT TO LIMIT THE SCOPE OF A RELEASE OR WAIVER. YOU WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS WHICH YOU HAVE OR MAY HAVE UNDER ANY RELEVANT JURISDICTIONAL CODE SECTION OR REGULATION TO THE FULL EXTENT THAT YOU MAY LAWFULLY WAIVE ALL SUCH RIGHTS AND BENEFITS.

Warranty Disclaimer

THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SPHERE PARTIES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE, IN CONNECTION WITH THE SERVICES AND YOUR USE OF OR TRANSACTIONS WITH SPHERE, USERS, OR OTHER THIRD PARTIES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, SECURITY, ACCURACY, AVAILABILITY, USE OF REASONABLE CARE AND SKILL, AND NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, AND COURSE OF PERFORMANCE.

Limitation of Liability

IN NO EVENT WILL THE SPHERE PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY COST OF COVER, LOST PROFITS OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF, BASED ON, OR RESULTING FROM YOUR USE OF THE SERVICES AND YOUR USE OF, OR TRANSACTIONS WITH, SPHERE, USERS, OR OTHER THIRD PARTIES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SPHERE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE SPHERE PARTIES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PRIVACY POLICY, THE SERVICES, AND YOUR USE OF, OR TRANSACTIONS WITH, SPHERE, USERS, OR OTHER THIRD PARTIES EXCEED THE LESSER OF (A) THE AMOUNT YOU HAVE PAID TO SPHERE FOR USE OF THE APPLICABLE SERVICES IN THE PRECEDING TWELVE MONTH PERIOD OR (B) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO SPHERE, TEN DOLLARS (IF YOU ARE A USER).

Any claims relating to use of the Services must be brought within one (1) year from the date the cause of action arose. Claims brought after such period will be VOID.

Indemnification

IN ADDITION TO YOUR INDEMNIFICATION OBLIGATIONS WITH RESPECT TO FALSE INFORMATION (DESCRIBED ABOVE), YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE SPHERE PARTIES FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LOSSES, OBLIGATIONS, LIABILITIES, EXPENSES, DAMAGES AND COSTS (INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES) DUE TO OR ARISING OUT OF (1) YOUR ACCESS TO OR USE OF THE SERVICES, (2) YOUR USE OF, OR TRANSACTIONS WITH, SPHERE, USERS, OR OTHER THIRD PARTIES, OR (3) ANY OTHER VIOLATION BY YOU OF ANY OF THESE TERMS. SPHERE RESERVES THE RIGHT, AT ITS OWN COST AND SOLE DISCRETION, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL FULLY COOPERATE WITH SPHERE IN ASSERTING ANY AVAILABLE DEFENSES.

Disputes

Binding Arbitration. YOU AGREE THAT ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, THE PRIVACY POLICY, YOUR ACCESS TO OR USE OF THE SERVICES OR THE PROPERTIES OR ANY RELATIONSHIP BETWEEN US, INCLUDING BUT NOT LIMITED TO THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THESE TERMS OR THE PRIVACY POLICY (ANY OF THESE, A “DISPUTE”) WILL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.

The arbitration will be conducted by the London Courts of International Arbitration (“LCIA”) under its then-applicable rules, including (as appropriate) its Supplementary Procedures for Consumer-Related Disputes. The LCIA’s rules are available at its host website.  Payment of all filing, administration and arbitrator fees will be governed by the LCIA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that the hearing will be conducted in London, United Kingdom. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

Class Action Waiver. ANY DISPUTE WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR ARBITRATION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL LEGAL ACTION. YOUR ACCESS AND CONTINUED USE OF THE PROPERTIES AND/OR THE SERVICES SIGNIFIES YOUR EXPLICIT CONSENT TO THIS WAIVER.

IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN COURTS OF COMPETENT JURISDICTION LOCATED IN LONDON, UNITED KINGDOM. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH PROCEEDING.

Notwithstanding anything to the contrary, you and Sphere may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect intellectual property rights, whether in aid of, pending or independently of the resolution of any Dispute pursuant to the arbitration procedures set forth above.

Governing Law. You agree that these Terms, the Privacy Policy and any Dispute will be governed solely by the laws of England and Wales, without regard to conflict of law provisions. Without limiting the jurisdiction of any other court, you admit and further irrevocably agree to submit to the personal jurisdiction of the courts located within London, United Kingdom, for the purpose of entering judgments on arbitral awards.

General

Dormant Accounts. If an account remains inactive for one year or more, Sphere reserves the right to terminate the account, including any loyalty points or other User benefits associated with the account.

Currency; No Interest. All dollar amounts listed within the Services are denominated in U.S. dollars unless otherwise specified. You acknowledge and agree that funds in your account within the Services will accrue no interest and you are entitled to no interest earned or otherwise resulting from balances in any accounts within the Services.

Assignment. These Terms, and any rights and licenses granted hereunder, may be transferred or assigned by you only with Sphere's prior written consent, but may be assigned by Sphere without restriction and without notice to you.

Export Control. Software and the transmission of applicable technical data, if any, in connection with the Services may be subject to export controls. You agree to comply with all applicable laws regarding software and the transmission of technical data exported from the United Kingdom or the country in which you reside.

Entire Agreement and Severability. These Terms (which, as noted above, include any applicable “Terms of Service Regarding Certain Specialized Topics of Inquiry”) constitute the entire agreement between you and Sphere concerning the Services and supersede all prior or contemporaneous communications of any kind between you and Sphere with respect to the Services. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, void, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms, and the remainder of these Terms shall remain in full force and effect.

Waiver. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Sphere's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Modification of Services. We reserve the right to modify, restrict access to, or discontinue the Services (or any portion of the Services), temporarily or permanently, with or without notice to you, and we are not obligated to support or update the Services. Unless explicitly stated otherwise, any new features that augment or enhance the current Services shall be subject to these Terms.

Termination; No Right to Services. We reserve the right to refuse service to anyone. We reserve the right, with or without notice, and in our sole discretion, to terminate any license to the Services, in whole or in part, and to block or prevent any User's future access to and use of the Services, for any at any time and for any reason (including but not limited to those specifically described in these Terms).

Third Party Beneficiaries. Neither these Terms nor the Privacy Policy create any right of action on the part of any third party, except for the Sphere Parties and suppliers or others who are party to written agreements with us explicitly giving them third party beneficiary rights.

Attorney Fees. If any of the Sphere Parties take legal action against you as a result of your violation of these Terms, the Sphere Parties will be entitled to recover from you, and you agree to pay, all reasonable attorneys' fees and costs of such action, in addition to any other relief granted to the Sphere Parties.

Contact Us. If you have questions about these Terms, please contact us by email at help@sphere.me.

Terms and Conditions Regarding Certain Specialized Topics of Inquiry

IMPORTANT NOTICE: THESE TERMS ARE INCORPORATED BY REFERENCE INTO THE SPHERE TERMS AND CONDITIONS AGREEMENT, AND TOGETHER FORM A PART OF THE TERMS AND CONDITIONS UNDER WHICH ALL USERS WILL BE ENTITLED TO USE THE SPHERE SERVICES.  CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS ACCORDED SUCH TERMS IN THE TERMS AND CONDITIONS DOCUMENT AT https://www.sphere.me/terms. FAILURE TO COMPLY WITH THESE TERMS OR ANY OTHER TERMS AND CONDITIONS SHALL CONSTITUTE A BREACH OF AGREEMENT AND SHALL BE GROUNDS FOR IMMEDIATE TERMINATION BY SPHERE, AND SUSPENSION OR REVOCATION OF YOUR ACCESS TO THE SPHERE PLATFORM OR TO ANY SPHERE SERVICES.

Notice with Respect to Legal Information. Certain topics of inquiry on the Sphere platform may involve questions concerning a User's legal rights and remedies with respect to a given set of circumstances. USERS ARE HEREBY NOTIFIED THAT ANY INFORMATION PROVIDED TO ANOTHER USER DOES NOT, AND WILL NOT, CONSTITUTE LEGAL ADVICE, NOR DOES THE INTERACTION BETWEEN USERS CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN THE USERS. IT IS NOT A SUBSTITUTE FOR CONSULTATION WITH A LAWYER LICENSED TO PRACTICE LAW IN THE RELEVANT JURISDICTION, AND YOU SHOULD NOT RELY ON SUCH LEGAL INFORMATION. YOU UNDERSTAND THAT QUESTIONS AND ANSWERS AND OTHER POSTINGS TO THE SERVICES ARE NOT CONFIDENTIAL AND ARE NOT SUBJECT TO ATTORNEY-CLIENT PRIVILEGE.

The Services and the content hereupon is for information purposes only. The engagement and interaction between Users are not intended to be a substitute for professional legal advice, counsel or guidance. In the event of any legal claim or dispute.

Notice with Respect to Medical Information. Certain topics of inquiry on the Sphere platform may involve questions concerning a User's physical, mental, emotional or medical condition. USERS ARE HEREBY NOTIFIED THAT ANY INFORMATION PROVIDED TO A USER BY ANOTHER USER OR USERS DOES NOT, AND WILL NOT, CONSTITUTE MEDICAL ADVICE, NOR DOES THE INTERACTION BETWEEN USERS CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN THE USERS. IT IS NOT A SUBSTITUTE FOR CONSULTATION WITH A MEDICAL PROFESSIONAL LICENSED TO PRACTICE MEDICINE IN THE RELEVANT JURISDICTION OR WITH THE REQUIRED CREDENTIALS, AND YOU SHOULD NOT RELY ON SUCH MEDICAL INFORMATION WITHOUT CONSULTING YOUR PHYSICIAN. YOU UNDERSTAND THAT QUESTIONS AND ANSWERS AND OTHER POSTINGS TO THE SERVICES ARE NOT CONFIDENTIAL AND ARE NOT SUBJECT TO DOCTOR-PATIENT CONFIDENTIALITY OR PRIVILEGE.

The Services and the content hereupon are for information purposes only. The engagement and interaction between Users are not intended to be a substitute for professional medical advice, diagnosis, or treatment. A User should always seek the advice of his or her doctor or other qualified health professional with any questions he or she may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of an interaction you have had using the Sphere Services.

In no event may a User provide any advice or information which encourages, condones or facilitates, or which could reasonably be interpreted as encouraging, condoning or facilitating, any illegal or harmful activity, including (without limitation) any communications which may be interpreted as encouraging or facilitating any use or consumption of illegal substances or prescriptive medications (where no such prescription has first been provided or obtained).

If you think you may have a medical emergency, call 911 (for US residents) or 999 (for UK residents) or other emergency number applicable in your jurisdiction immediately. Sphere does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned in any Services. Reliance on any information provided by us, Users, others appearing on the Sphere platform at our invitation, or other visitors to the Sphere platform is solely at your own risk.

Notice with Respect to Certain Licensed Professions. Certain Users may hold themselves out as licensed professionals in certain specialized professions requiring such licenses or accreditations. Sphere provides no assurances or guarantees as to the authenticity of such claims, or whether any credentials are valid, existing or current as of the date on which such claims are made by other User. Users are encouraged not to rely on User's claims with regards to licensing or accreditation, and to the extent Users desire to know additional information about an User's licensing claims, Users are encouraged to seek such reassurances directly from the User to the point of User's satisfaction. In no event shall Sphere be held liable in the event an User's claims prove to be false in such respect. However, Users are encouraged to notify Sphere in the event it is discovered that any User is falsely claiming any expertise, knowledge, credential, license or accreditation to which the User is not entitled or which the User does not, at the time of claim, have or possess.

In no event may a User provide any advice or information which encourages, condones or facilitates, or which could reasonably be interpreted as encouraging, condoning or facilitating, any illegal or harmful activity, including (without limitation) any communications which may be interpreted as encouraging or facilitating any activity which could reasonably be expected to result in harmful activity.