TERMS OF USE

By visiting or using this website or any services from Spherica its affiliates or subsidiaries, you agree to comply with and be bound by the following terms and conditions of use (“Terms of Use”). The Terms of Use is a legally binding agreement between you and Spherica, its affiliates, and subsidiaries (“Spherica”) in connection with your use of the Spherica website located at www.spherica.com (“Website”). You acknowledge that you have read and agree with the Terms of Use. If you do not agree to the Terms of Use, do not access or otherwise use the Website.

Some of our services may have additional rules, policies and procedures (“Additional Terms”).  Where Additional Terms apply, they will be made available in connection with your use of that service.  By using that service, you agree to the additional terms.
 

 I. MODIFICATION

The Terms of Use may be modified at any time by Spherica at its sole discretion upon posting of the modified terms. Any such modifications shall be effective immediately. It is your responsibility to check these Terms of Use periodically for changes. Each use by you shall constitute and be deemed your unconditional acceptance of the Terms of Use.
 

II. PRIVACY

Your visit to the Website is also governed by our Privacy Policy. Please review our Privacy Policy available here http://www.spherica.com/policy. Spherica reserves the right, and you authorize us, to use and assign all information regarding website uses by you and all information provided by you in any manner consistent with our Privacy Policy.

III. CONTENT OWNERSHIP

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Website is owned, controlled or licensed by or to Spherica, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

The Spherica name and design are trademarks or registered trademarks and/or trade dress of Spherica in the U.S. and/or other countries and may not be used in connection with any non-Spherica product or service in any manner likely to cause confusion among customers or in any manner that implies sponsorship or endorsement by Sphercia or disparages or discredits Spherica. Other product and company names mentioned on the Website may be trademarks of their respective owners.

Any copying, redistribution, use or publication by you of any such Content or any part of the Website for other than personal, noncommercial use is expressly prohibited without the prior written permission from Spherica or the owner of the respective intellectual property. Under no circumstances will you acquire any ownership rights or other interest in any Content by or through your use of this site. You will abide by any and all additional copyright notices, information, or restrictions contained in any Content on the Website.

Spherica may change, suspend or discontinue any aspect of the Website at any time, including the availability of any the Website feature, database or Content. Spherica may also impose limits on certain features and services or restrict your access to parts or all of the Website without notice or liability.

IV.  SITE USE AND ACCESS

You agree to comply with all applicable laws regarding your use of the Website. You further agree that information provided by you is truthful and accurate to the best of your knowledge. Persons under 13 are prohibited from providing personal information on our Website. Persons under the age of 18 may use the Website only with the involvement of a parent or legal guardian. 

Spherica grants you a limited, revocable, nonexclusive license to use the Website solely for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use. You agree not to copy materials on the site, reverse engineer or break into the site, or use materials, products or services in violation of any law, including any downloading or copying of information for the benefit of another merchant or any use of data mining, deep-links, spiders, robots, or similar data gathering and extraction tools. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Spherica without express written consent. Any use of meta tags or other "hidden text" utilizing Spherica’s name or trademarks without our express written consent is prohibited. You agree not to use any means to scrape or crawl any Web pages or content contained in the Website, use automated methods to use the Website, attempt to circumvent any technological measure implemented by Spherica or any of Spherica’s providers or any third party (including another user) to protect the Website, or attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Website. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any transaction being conducted on the website, or with any other person’s use of thereof. You agree not to advocate, encourage, or assist any third party in doing any of the foregoing.  Spherica may terminate the license or permission granted herein in connection with any unauthorized use. The use of the Website is at the sole discretion of Spherica, and Spherica may terminate your use of the Website at any time, with or without notice, for any reason.

V.  COMMENTS, REVIEWS, COMMUNICATIONS AND/OR OTHER UPLOADS

 You represent, warrant and covenant that you shall not upload, post or transmit to or distribute or otherwise publish through the Website any materials which (i) restrict or inhibit any other user from using and enjoying the Website, (ii) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law, (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right, (v) contain a virus or other harmful component, (vi) contain any information, software or other material of a commercial nature, (vii) contain advertising of any kind, or (viii) constitute or contain false or misleading indications of origin or statements of fact.

By posting messages, uploading files, inputting data or engaging in any other form of communication (individually or collectively “Communications”) to the Website, you hereby grant to Spherica a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such Communications, in all media now known or hereafter developed. The license includes a right for Spherica to make such content available to other companies, organizations or individuals with whom Spherica has relationships for the provision of syndicated services, and to use such content in connection with the provision of those services. You hereby waive all rights to any claim against Spherica for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Communications. You represent and warrant that you own or otherwise control all of the rights to the Communications that you post; that the Communications are accurate; and that use of the Communications you supply does not violate these Terms of Use and will not cause injury to any person or entity. Spherica has the right but not the obligation to monitor and edit or remove any activity or Communications. Spherica takes no responsibility and assumes no liability for any Communications posted by you or any third party.

Unless consented otherwise, by visiting the Website or emailing us you consent to receive communications from us electronically. We may communicate with you via e-mail or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

VI. INDEMNIFICATION

You agree to indemnify, defend and hold Spherica, and all its officers, directors, owners, agents, employees, information providers, affiliates, licensors and licensees (collectively, the “Indemnified Parties”) harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of your use of the Website, including, without limitation, attorneys' fees and costs. You shall cooperate as fully as reasonably required in the defense of any claim. Spherica reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Spherica.

VII.  LINKS TO OTHER SITES

The Website may contain links and pointers to the other websites, resources and/or sponsors of the Website. Links to and from the Website to other third party sites, maintained by third parties, do not constitute an endorsement by Spherica or any of its subsidiaries or affiliates of any third party resources, or their contents. Spherica does not control linked sites of third parties and is not responsible for and does not endorse the content of such sites. Spherica does not assume any responsibility or liability for the actions, content and products of any third party sites.

VIII.       PURCHASE TERMS, PRICES AND METHODS  

Spherica may change any products or services offered on the Website, or the applicable prices for any such products or services, at any time, without notice. The materials on the Website with respect to products and services may be out of date, and Spherica makes no commitment to update the materials on the Website with respect to such products and services. For certain products, you may have the opportunity to sample a portion of the offering prior to purchase. Whether any products offer a sample option or not prior to purchase, any and all purchases are final and non-refundable.

IX. LIMITATION ON LIABILITY

UNDER NO CIRCUMSTANCES WILL SPHERICA 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 WEBSITE, YOUR WEBSITE USE, OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE AND/OR CONTENT IS TO CEASE ALL OF YOUR WEBSITE USE.     

 

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 Terms of Use that directly conflict with such laws may not apply to you.

 

Spherica does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through the Website. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. Spherica reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Website.

Spherica does not and cannot review all materials posted to the Website by users, and Spherica is not responsible for any such materials posted by users. However, Spherica reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in Spherica's sole discretion are objectionable or in violation of these Terms of Use.

X. DISCLAIMER

SPHERICA, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE WEBSITE, IS PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SPHERICA AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE WEBSITE OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE WEBSITE, FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE WEBSITE OR ANY LINKED SITE. FURTHER, SPHERICA AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SPHERICA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SPHERICA AND ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE FOR THE USE OF THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.

You acknowledge that transmission to and from the Website are not confidential and your Communications may be read or intercepted by others. You acknowledge that by submitting Communications to Spherica, no confidential, fiduciary, contractually implied or other relationship is created between you and Spherica other than pursuant to these Terms of Use.

 XI. APPLICABLE LAW

THESE TERMS AND CONDITIONS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS. SOLE AND EXCLUSIVE JURISDICTION FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS SHALL BE AN APPROPRIATE STATE OR FEDERAL COURT LOCATED IN LOS ANGELES COUNTY IN THE STATE OF CALIFORNIA.

Any cause of action you may have with respect to your use of the Website must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of the Terms of Use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Terms of Use, and the remainder of these Terms of Use shall continue in full force and effect.

No recovery may be sought or received for damages other than out-of-pocket expenses. The parties shall attempt to resolve any disputes promptly and in good faith within a reasonable time (not to exceed thirty (30) days). If we are unable to resolve the dispute, either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

XII.  VOID WHERE PROHIBITED

Although the Website is accessible worldwide, not all features, products or services referenced or provided through or on the website are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. We reserve the right to limit, in our sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any product or service made on the Website is void where prohibited. If you choose to access the Website from outside the United States, you do so at your own initiative and are solely responsible for complying with applicable local laws.

 XIII. MISCELLANEOUS

No delay or omission by Spherica to exercise any right or power occurring upon any noncompliance or default by another party with respect to any portion of these Terms of Use shall impair any such right or power or be construed to be a waiver thereof. These terms and conditions may be waived only in writing by an authorized representative of Spherica. Unless stated otherwise, all remedies provided for in these Terms of Use shall be cumulative and in addition to, and not in lieu of, any other remedies available to either party at law, in equity, or otherwise.

If any provision of this Terms of Use or any word, phrase, clause, sentence, or other portion thereof should be held to be unenforceable or invalid for any reason, then such provision or portion thereof shall be modified or deleted in such manner as to render these Terms of Use as modified legal and enforceable to the maximum extent permitted under applicable laws.

Any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Spherica without restriction.

These Terms of Use constitutes the entire agreement between Spherica and you with respect to your use of the Website. Spherica disclaims any and all responsibility for content contained in any third party materials provided users of the Website or through links from the Website. Additional terms and conditions may apply to purchases of goods or services and to specific portions or features of the Website, including contests, promotions or other similar features, all of which terms are made a part of these Terms of Use by this reference. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such service or feature. Spherica reserves the right to (1) modify or change the Website, or any portion of thereof, and any applicable policies or terms; and (2) interrupt the operation of the Website, or any portion of thereof, as necessary to perform routine or non-routine maintenance, error correction, or other changes, at any time, without notice.