Effective Date: July 8, 2024
Spheros Corp. (hereinafter, “Spheros”, “Company”, “we” or “us”) provides online services accessible via our website at https://www.spheros.io (Site) and the Spheros Platform, which includes Sphere Accounts for Individuals and Businesses as well as SphereLink Services which are available for Businesses (“the Platform”). By accessing Spheros’ Site, Services, and Platform, User agrees to comply with and be legally bound by these Terms and Conditions of Use (“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.
This Term of Use agreement ("the "Agreement") specifies the Terms and Conditions for access to and use of https://www.spheros.io (the "Site") and describe the terms and conditions applicable to your access of and use of our Site, Services, and Platform (collectively “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 at www.spheros.io/terms-of-use. Each use by you shall constitute and be deemed your unconditional acceptance of this Agreement.
Your visit to our site is also governed by our Privacy Notice. Please review our Privacy Notice.
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.
Individual Sphere Accounts.
Our Platform allows you to store User-provided personal data for you and your children, if applicable, in a secure, cloud-based data vault, which only you can access. We enable you to undergo optional third-party data verification services, such as identity proofing, for the purpose of verifying aspects of your personal data, and to store results of those verifications in your vault in the form of Badges. You may, at your sole discretion, choose to share you or your child’s data or a subset of such data through the platform by initiating Connections (defined below) 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. Connections may share data with you, in return. Data shared with Business Connections will be governed by that business entity’s Terms of Use and Privacy Policy, as consented at time of sharing. Data shared with Individual Connections is not subject to additional Terms of Use or Privacy Policies, and should be shared with discretion. 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 without your express consent. 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.
Business Sphere Accounts.
Our platform allows Business Users to store commercial business and employee data (“Commercial Data”) in a secure, cloud-based data vault, which only authorized Business representatives can access. We enable optional third-party data verification services, such as business identity proofing, for the purpose of verifying aspects of your Commercial Data, and to store results of those verifications in the form of Badges. Business Users may, at their sole discretion, choose to share Commercial Data or a subset of that data 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 data for business purposes. Connections may share data with Business Users, in return. Data shared with Business Connections will be governed by that business entity’s Terms of Use and Privacy Policy, as consented at time of sharing. Before Spheros provides a third party 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 any personal information or Commercial Data to a third-party entity without your express consent. 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.
Business SphereLink Services.
Our SphereLink offering allows Businesses (“SphereLink Client” or “Client”) to collect and manage consented identity data and Commercial Data from Individual and Business Users. By using the Platform to collect third-party data, SphereLink Client warrants that it has a legitimate business purpose for requesting the data, and that all data collected with consent will be handled by Client in accordance with Client’s Terms of Use and Privacy Notice. 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 the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq.). SphereLink Client 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 Client. The SphereLink Client 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. SphereLink Client agrees to promptly notify Spheros at support@spheros.io of any complaints Client receives from Users claiming deficiencies related to procedures required under the FCRA.
Connections.
When a Sphere Account holder establishes a relationship with another Sphere Account holder (including SphereLink Clients), through Spheros’ platform, and provides consent to share specific data with them , we refer to that relationship as a Connection. Sphere Account holders control how and when their data is shared through these Connections and have the ability to revoke consent and sharing of data at any time.
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.
To utilize our Platform, you are required to create an 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.
You agree that you will not share your 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 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 account or our Platform.
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.
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.
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:
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.
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.
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