These Terms govern

• the use of this Website and

• any other Agreement or legal relationship with the Owner

in a binding manner. Terms with an initial capital letter are defined in the respective section of this document.

The User is requested to read this document carefully.

No provision of these Terms creates an employment relationship, agency, or association between the parties involved.

This Website is a service of:

SPHERENODE LTD, 115 Wood Lane W127ED, London UK

Email address of the Owner: support@spherenode.com

To know at a glance

To know at a glance

• Please note that certain provisions of these Terms may apply only to specific categories of Users. In particular, some provisions may apply only to Consumers or only to Users who do not act as Consumers. Such limitations are always explicitly mentioned in each relevant clause. If not mentioned, the clauses apply to all Users.

• Access to this Website is allowed for Users who meet the age requirements specified in these Terms.

TERMS OF USE

Unless otherwise specified, the terms of use of this Website stated in this section have general validity.

Additional terms of use or access applicable in specific situations are expressly indicated in this document.

By using this Website, the User declares to meet the following requirements:

• There are no restrictions relating to Users regarding whether they are Consumers or Professional Users;

• The User must be at least 18 years old;

• The User is not located in a country subject to government embargo by the United States of America or in a country listed as a state sponsoring terrorism by the Government of the United States of America;

• The User is not listed on any list of barred contractors by the Government of the United States of America;

Registration

To use the Service, the User can create an account by providing all the required data and information completely and truthfully.
It is not possible to use the Service without creating a User account.

It is the responsibility of Users to keep their access credentials secure and to maintain their confidentiality. To this end, Users must choose a password that corresponds to the highest level of security available on this Website.

By creating an account, the User agrees to be fully responsible for any activity carried out using their access credentials. Users are obliged to inform the Owner immediately and unequivocally through the contact details specified in this document if they believe that their personal information, such as User account, access credentials, or personal data, has been violated, illegally disclosed, or stolen.

Account closure

The User is free to close their account and cease using the Service at any time by following this procedure:

• Contacting the Owner at the contacts in this document.

Account suspension and cancellation

The Owner reserves the right to suspend or cancel a User's account at any time at its discretion and without notice, if deemed inappropriate, offensive, or contrary to these Terms.

The suspension or cancellation of the account does not grant the User any right to compensation, refund, or indemnity.

The suspension or cancellation of an account due to reasons attributable to the User does not exempt the User from paying any applicable fees or charges.

Content on this Website

Unless otherwise specified or clearly recognizable, all content available on this Website is owned by or provided by the Owner or its licensors.

The Owner takes great care to ensure that the content available on this Website does not violate applicable laws or third-party rights. However, it is not always possible to achieve this result.
In such cases, without prejudice to legally enforceable rights and claims, Users are kindly requested to direct their complaints to the contacts specified in this document.

Rights to the content of this Website

The Owner expressly holds and reserves all intellectual property rights to the aforementioned content.

Users are not authorized to use the content in any way that is not necessary or implicit in the correct use of the Service.

In particular, but without limitation, users are prohibited from copying, downloading, sharing beyond the specified limits, modifying, translating, processing, publishing, transmitting, selling, sublicensing, transforming, transferring/disposing to third parties, or creating derivative works from the content available on this Website, as well as allowing third parties to undertake such activities through their User account or device, even without their knowledge.

Where explicitly stated on this Website, the User is authorized to download, copy, and/or share certain content available on this Website only for personal and non-commercial purposes and on the condition that the attribution of the authorship of the work and any other relevant circumstances requested by the Owner are observed.

The limitations and exclusions provided by copyright law remain unaffected.

Access to external resources

Through this Website, Users may access resources provided by third parties. Users acknowledge and accept that the Owner has no control over such resources and therefore is not responsible for their content and availability.

The conditions applicable to resources provided by third parties, including those applicable to any licenses on content, are determined by the same third parties and regulated in their respective terms and conditions or, in their absence, by law.

Permitted use

This Website and the Service may only be used for the purposes for which they are offered, according to these Terms and applicable law.

It is the User's sole responsibility to ensure that their use of this Website and/or the Service does not violate the law, regulations, or third-party rights.

Therefore, the Owner reserves the right to take any appropriate measures to protect its legitimate interests, and in particular to deny the User access to this Website or the Service, terminate contracts, report any censurable activity carried out through this Website or the Service to the competent authorities - e.g. judicial or administrative authorities - whenever the User engages or there is suspicion of engaging in:

• violations of laws, regulations, and/or the Terms;

• injuries to third-party rights;

• acts that may significantly prejudice the legitimate interests of the Owner;

• offenses against the Owner or a third party.

“Word of mouth”

This Website allows Users to receive benefits if, thanks to their recommendation, a new User purchases a Product offered on this Website.
To take advantage of this opportunity, the User can invite friends to purchase Products on this Website by sending them a special code provided by the Owner. Each code can be redeemed only once.
If one of the invited individuals, by purchasing a Product on this Website, decides to redeem an invite code, the User who invited them will receive the benefit or advantage (such as, for instance: a discount, an additional service, an upgrade, etc.) indicated on this Website.
Invite codes may only be redeemable for certain Products among those offered on this Website.

The Owner reserves the right to terminate the offer at any time at its discretion.

Although there is no limit on the number of people who can be invited, the number of benefits or advantages that each User can receive for an equal number of redeemed invite codes may be subject to a maximum limit.

TERMS AND CONDITIONS OF SALE

Paid products

Some of the Products offered on this Website as part of the service are paid.

The fees, duration, and conditions applicable to the sale of such Products are described below and in their respective sections of this Website.

To purchase the Products, the User is required to register or login to this Website.

Product description

Prices, descriptions, and availability of the Products are specified in their respective sections of this Website and are subject to change without notice.

Although the Products on this Website are presented with the utmost technical accuracy possible, the representation on this Website through any means (including, as applicable, graphic materials, images, colors, sounds) is to be understood as a mere reference and does not imply any warranty regarding the characteristics of the purchased Product.

The characteristics of the selected Product will be specified during the purchase process.

Purchase procedure

Each phase, from selecting the product to submitting the order, is part of the purchase procedure.

The purchase procedure consists of the following steps:

• Users are invited to choose the desired Product and to verify their purchase choice.

• After checking the information visible in the purchase choice, Users can place the order by submitting it.

Order submission

Submitting the order involves the following:

• Submitting the order by the user constitutes the conclusion of the contract and creates an obligation on the User to pay the price, taxes, and any additional fees and costs, as specified on the order page.

• In case the purchased Product requires action from the User, such as providing information or personal data, specifications, or specific requests, submitting the order also constitutes an obligation for the User to cooperate accordingly.

• Once the order is submitted, Users will receive a confirmation of receipt of the order.

All notifications related to the above-described purchase procedure will be sent to the email address provided by the User for this purpose.

Prices

During the purchase procedure and before submitting the order, Users will be duly informed of all fees, taxes, and costs (including any shipping charges) that will be charged to them.

The prices on this Website:

• depending on the section that the User is consulting, include all applicable fees, taxes, and costs, or are indicated net of applicable fees, taxes, and costs.

Promotions and discounts

The Owner may offer discounts or special promotions for the purchase of Products. Such promotions or discounts are always subject to the requirements and terms and conditions set forth in the respective section of this Website.

Promotions and offers are always granted at the sole discretion of the Owner.

Repeated or periodic promotions or discounts do not constitute any claim or right enforceable by the Users in the future.

Depending on the case, discounts and promotions are valid for a determined period of time or until stocks last. Unless otherwise specified, the time limits for promotions and discounts are understood to refer to the time zone of the Owner's headquarters, as indicated in the contact details in this document.

Payment methods

The details regarding the accepted payment methods are highlighted during the purchase procedure.

Some payment methods are subject to additional conditions or incur additional costs. Detailed information is provided in the relevant section of this Website.

All payments are processed independently by third-party services. Therefore, this Website does not collect payment-related data – such as credit card numbers – but receives a notification once the payment has been successfully completed.

In the event that the payment made with one of the available methods fails or is rejected by the payment service provider, the Owner is not obliged to execute the order. If the payment does not go through, the Owner reserves the right to request the User to reimburse any related expenses or damages.

Authorization for future payments via PayPal

If the User authorizes the PayPal function that allows future purchases, this Website will store an identification code linked to the User's PayPal account. This way, this Website can automatically process payments for future purchases or for the payment of periodic installments for a previous purchase.

The authorization can be revoked at any time by contacting the Owner or changing the personal settings of PayPal.

Reservation of rights of use

Until receipt of the full purchase price by the Owner, the User does not acquire rights to the ordered Products.

Delivery

Performance of services

The purchased service will be performed or made available within the times indicated on this Website or according to the methods communicated before the order submission.

Duration of the contract

Subscriptions

With the subscription, the User receives a Product continuously or periodically. Details regarding the type of subscription and termination are described below.

Indefinite subscriptions

Paid subscriptions begin on the day the Owner receives payment.

To keep the subscription active, the User is required to pay the requested period fee promptly. Otherwise, the service may be interrupted.

Termination of indefinite subscriptions

Indefinite subscriptions can be terminated at any time by sending a clear and unequivocal termination notice to the Owner, using the contacts provided in this document or - if applicable - following the instructions on this Website.

The termination will be effective 1 day after the Owner receives the termination notice.

User rights

Right of withdrawal

Unless an exception applies, the User may enjoy the right to withdraw from the contract within the specified period (generally 14 days) for any reason and without justification. The User can find further information on the right of withdrawal in this section.

No right of withdrawal on this Website

Users acknowledge and agree that there is no right of withdrawal from contracts concluded on this Website due to the particular features of the offer.

Limitation of liability and indemnification

Indemnification

The User agrees to indemnify and hold harmless the Owner and its affiliates, employees, officers, agents, co-branders, partners, and employees from any claims or demands – including, without limitation, legal fees and costs – made by third parties due to or in connection with negligent behavior such as use or connection to the service, violation of these Terms, violation of third-party rights, or laws by the User, its affiliates, officers, agents, co-branders, partners, and employees, to the extent permitted by law.

Limitation of liability for User activities on this Website

Unless otherwise specified and subject to applicable laws concerning product liability, any claims for damages against the Owner (or anyone acting on its behalf) are excluded.

The above does not limit the liability of the Owner for death, personal injury, or physical or mental integrity damages, damages arising from the violation of essential contractual obligations, such as obligations strictly necessary to achieve the cause of the contract, and/or damages caused intentionally or through gross negligence, provided that the User's use of this Website has been proper and correct.

Unless damages are caused intentionally or through gross negligence or affect life and/or personal physical or mental integrity, the Owner is only liable to the extent of typical damages for the type of contract and foreseeable at the time of conclusion.

Australian Users

Limitation of liability

No provision of these Terms excludes, limits, or modifies any warranty, condition, indemnity, right, or protection that the User may have under the Competition and Consumer Act 2010 (Cth) or other similar state and territorial legislation, which constitutes a right that cannot be excluded, limited, or modified in any way (non-excludable right). To the maximum extent permitted by law, our liability to the User, including liability for breach of a non-excludable right and any other liabilities not otherwise excluded under these Terms and Conditions, is limited, at the Owner's discretion, to a new supply of the services or to the payment of the cost of repeating their supply.

US Users

Exclusion of warranty

The Owner provides this Website “as is” and as available. The use of the Service is at the User's own risk. To the maximum extent permitted by law, the Owner expressly excludes any representations, conditions, and warranties of any kind – whether express, implied, statutory, or any other kind, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement of third-party rights. No advice or information, whether oral or written, that the User obtains from the Owner or through the Service will create warranties not expressly provided in this document.

Notwithstanding the above, the Owner and its affiliates, employees, officers, agents, co-branders, partners, suppliers, and employees do not guarantee that the content is accurate, reliable, or correct; that the Service will be available, uninterrupted, and secure at any particular time or place; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is done at the User's own risk, and the User is solely responsible for any damage to their computer system or mobile device or loss of data resulting from such action or from the User's use of the Service.

The Owner does not guarantee, endorse, or assume responsibility for any product or service advertised or offered by third parties through the Service or any website or service linked via hyperlink. Furthermore, the Owner does not participate in or in any way monitor any transaction between Users and third-party providers of products or services.

The Service may become inaccessible or may not function properly with the User's browser, device, and/or operating system. The Owner cannot be held liable for any damage, whether perceived or actual, resulting from the content, operation, or use of the Service.

Federal laws, some states, and other jurisdictions do not allow the exclusion and limitation of certain implied warranties. The exclusions above may not apply to Users. This Agreement grants Users specific legal rights. Users may have additional rights that vary from state to state. The limitations and exclusions under this Agreement apply to the maximum extent permitted by law.

Limitation of liability

To the maximum extent permitted by applicable law, in no event shall the Owner and its affiliates, employees, officers, agents, co-branders, partners, suppliers, and employees be liable for

• any indirect, intentional, collateral, special, consequential, or exemplary damages, including, without limitation, damages resulting from loss of profits, goodwill, use, data, or other intangible losses, arising from or related to the use, or inability to use the Service; and

• any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Service or the User's account or information contained therein;

• any errors, omissions, or inaccuracies in contents;

• personal injury or property damage, of any kind, resulting from the User's access to or use of the Service;

• any unauthorized access to the Owner's secure servers and/or any personal information stored therein;

• any interruption or cessation of transmissions to or from the Service;

• any bug, virus, trojan, or similar that may be transmitted to or through the Service;

• any error or omission in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or

• the defamatory, offensive, or illegal conduct of any User or third parties. In no event shall the Owner and its affiliates, employees, officers, agents, co-branders, partners, suppliers, and employees be liable for any claim for indemnification, suit, liability, obligation, damage, loss, or cost for an amount greater than that paid by the User to the Owner during the 12 months preceding, or for the duration of this Agreement between the Owner and the User, whichever is shorter.

This limitation of liability section applies to the maximum extent permitted by law in the applicable jurisdiction, regardless of whether the alleged liability arises from contract, tort, negligence, strict liability, or any other basis, even if the Owner has been advised of the possibility of such damage. Some jurisdictions do not allow the exclusion or limitation of incidental and consequential damages; therefore, the above limitations or exclusions may not apply to the User. These Terms grant the User specific legal rights, and the User may have additional rights that vary from jurisdiction to jurisdiction. The waivers, exclusions, or limitations of liability provided by these Terms do not apply beyond the limits set by applicable law.

Indemnity

The User agrees to defend, indemnify, and hold harmless the Owner and its affiliates, employees, officers, agents, co-branders, partners, suppliers, and employees from and against any claim or demand, damage, obligation, loss, liability, charge, or debt and expense, including, without limitation, legal fees and costs arising from

• the use or access to the Service by the User, including any data or content transmitted or received by the User;

• the violation of these Terms by the User, including, without limitation, any breaches by the User of any statement or warranty provided by these Terms;

• the violation by the User of any third-party rights, including, but not limited to, any rights relating to privacy or intellectual property;

• the violation by the User of any laws, rules, or regulations;

• any content sent from the User's account, including, without limitation, misleading, false, or inaccurate information, and including in the case where access is made by third parties using the User's username and password or other security measures, if any;

• the malicious conduct of the User; or

• the violation of any legal provision by the User or its affiliates, employees, officers, agents, co-branders, partners, suppliers, and employees, to the extent permitted by applicable law.

Common provisions

No implied waiver

The failure of the Owner to exercise any rights under applicable law or claims arising from these Terms does not constitute a waiver of such rights. No waiver may be deemed definitive in relation to a specific right or any other right.

Service interruption

To ensure the best level of service possible, the Owner reserves the right to interrupt the Service for maintenance purposes, system updates, or any other modifications, providing appropriate notice to Users.

To the extent allowed by law, the Owner reserves the right to suspend or completely cease Service operations. In the event of the cessation of Service operations, the Owner will endeavor to allow Users to retrieve their Personal Data and information and will respect Users' rights related to the continued use of the product and/or compensation, according to legal provisions.

Furthermore, the Service may not be available for causes beyond the reasonable control of the Owner, such as force majeure circumstances (e.g. infrastructure failures, blackouts, etc.).

Reselling the Service

Users are not authorized to reproduce, duplicate, copy, sell, resell, or exploit this Website or the Service in whole or in part without prior written consent from the Owner, either directly or through a legitimate resale program.

Privacy policy

The information on the processing of Personal Data is contained in the privacy policy of this Website.

Intellectual property

Without prejudice to any more specific provision contained in the Terms, intellectual and industrial property rights, such as copyrights, trademarks, patents, and design rights relating to this Website are held exclusively by the Owner or its licensors and are protected by the applicable laws and international treaties regarding intellectual property.

All trademarks – word or figurative – and any other distinctive sign, trade name, service mark, illustration, image, or logo that appear in connection with this Website are and remain the exclusive property of the Owner or its licensors and are protected under the applicable laws and international treaties regarding intellectual property.

Modifications of the Terms

The Owner reserves the right to modify the Terms at any time. In such case, the Owner will provide appropriate notice of the changes to Users.

The changes will take effect in the relationship with the User only from the moment communicated to the User.

Continued use of the Service implies the User's acceptance of the updated Terms. If the User does not wish to accept the changes, they must cease use of the Service and may withdraw from the Agreement.

The previous version continues to govern the relationship until the User accepts the changes. This version can be requested from the Owner.

If required by law, the Owner will notify Users in advance of the effective date of the modified Terms.

Assignment of the contract

The Owner reserves the right to transfer, assign, dispose of, novate, or subcontract individual or all rights and obligations under these Terms, having regard to the legitimate interests of Users.

The provisions concerning the modification of these Terms apply.

The User is not authorized to assign or transfer their rights and obligations under the Terms without the written consent of the Owner.

Contacts

All communications regarding the use of this Website must be sent to the contacts indicated in this document.

Safeguard clause

If any provision of these Terms is or becomes invalid or ineffective under applicable law, the invalidity or ineffectiveness of that provision does not affect the validity and effectiveness of the remaining provisions, which remain valid and effective.

US Users

Any invalid or ineffective provision will be interpreted and adapted to the necessary limits to make it valid, effective, and compliant with the original purpose.
These Terms constitute the entire agreement between the User and the Owner regarding the regulated subject matter and prevail over any other communication, including any prior agreements between the parties regarding the regulated subject matter.
These Terms will be enforced to the fullest extent permitted by law.

European Users

If a provision of these Terms is or becomes null, invalid, or ineffective, the parties will strive to amicably identify a valid and effective provision to replace the invalid, ineffective, or null one.
In the event of failure to agree on the aforementioned terms, if permitted or required by applicable law, the null, invalid, or ineffective provision will be replaced by the applicable legal discipline.

Notwithstanding the above, the nullity, invalidity, or ineffectiveness of a specific provision of these Terms does not result in nullity of the entire Agreement unless the null, invalid, or ineffective provisions within the Agreement are essential or of such importance that the parties would not have entered into the contract had they known that the provision would be invalid, or in cases where the remaining provisions would impose an excessive and unacceptable burden on one of the parties.

Applicable law

The Terms are governed by the law of the place where the Owner is established, as indicated in the relevant section of this document, regardless of conflict of law provisions.

Prevalence of national law

However, notwithstanding the above, if the law of the country in which the User is located provides a higher level of consumer protection, that higher level of protection prevails.

Jurisdiction

Exclusive jurisdiction to hear any dispute arising from or in connection with the Terms is held by the judge of the place where the Owner is established, as indicated in the relevant section of this document.

Exception for Consumers in Europe

The above does not apply to Users acting as European Consumers or Consumers located in the United Kingdom, Switzerland, Norway, or Iceland.

Consumers in the United Kingdom

Consumers based in England and Wales may bring an action concerning these Terms in English and Welsh courts. Consumers based in Scotland may bring an action concerning these Terms in Scottish or English courts. Consumers based in Northern Ireland may bring an action concerning these Terms in Northern Ireland or England courts.

US Users

Each party expressly waives any right to a jury trial, in any court, in relation to any action or dispute.
Any claim under these Terms must be brought individually, and no party shall participate in a class action or other proceedings together with or on behalf of others.

Dispute resolution

Amicable settlement of disputes

Users can report any disputes to the Owner, who will seek to resolve them amicably.

Without prejudice to Users' right to file a lawsuit, in the case of disputes related to the use of this Website or the Service, Users are kindly requested to contact the Owner at the contacts indicated in this document.

The User can send a complaint to the Owner's email address specified in this document, including a brief description and, if applicable, details of the order, purchase, or account involved.

The Owner will respond to the request without undue delay and within 30 days of receipt.

Platform for dispute resolution with Consumers

The European Commission has introduced an online platform for alternative dispute resolution that facilitates the out-of-court settlement of disputes related to and arising from online sales and service contracts.

Therefore, any European Consumer or Consumer based in Norway, Iceland, or Liechtenstein can use this platform to resolve disputes arising from contracts concluded online. The platform is available here.