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REZERV IT, LLC (“DBA SpherePad”)

Terms of Service

SpherePad welcomes You to its web site and to enjoy the services it makes available to You from its web site. By checking the "I Agree" box, in the sgin-up screen, You are agreeing that these terms of service and membership agreement (the "Terms of Service") are entered into by and between you ("You") and SpherePad and its affiliates (collectively, "SpherePad") (each also referred to in the Terms of Service as a "Party" and collectively as the "Parties"). Now in consideration of the Party's mutual promises and such other good and valuable consideration, the receipt of which is hereby acknowledged by the Parties hereto, the Parties do agree as follows:

  1. SCOPE OF TERMS OF SERVICE.
  2. The Terms of Service govern Your membership in the SpherePad community and Your access to the SpherePad Services (as defined below), including the membership portions of the web site located at www.SpherePad (the "Site") . The Site is operated by SpherePad. Access and use of the membership portions of the Site are provided by SpherePad to You on the condition that You accept the terms and conditions of the Terms of Service, the Privacy Policy, and if You elect to upload photographic, documents, or other works to the Site, that. By accessing or using the membership portions of the Site, You agree to the terms and conditions of the Terms of Service. If you do not agree to accept and abide by the Terms of Service, You should not access or use the membership portions of the Site.

    SpherePad reserves the right, in its discretion, to change or modify all or any part of the Terms of Service at any time, effective immediately upon notice published on the Site. This Agreement can be amended by the written agreement of the Parties or by SpherePad sending an email to Your email address as listed in Your SpherePad account. Your continued use of the membership portions of the Site after such notice is published or email is sent or Your failure to terminate these Terms of Service within thirty (30) days will be deemed to be Your acceptance to all of the terms and conditions in these Terms of Service, including any changes or modifications made by SpherePad as permitted above which shall thereafter be incorporated by reference into the Terms of Service. If at any time the terms and conditions of these Terms of Service are no longer acceptable to You, You should immediately cease use of the membership portions of the Site.

  3. DESCRIPTION OF SERVICES.
  4. SpherePad provides members with access to a rich collection of resources, including without limitation, various bulletin board and communications tools in addition to unique content (the “SpherePad Service(s)”). You also understand and agree that the SpherePad Services may include certain communications from SpherePad, such as service announcements, administrative messages and the newsletters, and that these communications are considered part of the SpherePad membership and You will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current SpherePad Services, including the release of new SpherePad properties, shall be subject to the Terms of Service. You are solely responsible for obtaining access to the SpherePad Services, including, but not limited to all equipment necessary to access the SpherePad Services. You understand that the technical processing and transmission of the SpherePad Services, including Your messages and other communications, may involve (a) transmissions over various networks.

  5. YOUR REGISTRATION OBLIGATIONS.
  6. In order to enjoy the SpherePad Services, You will first need to create a user account. You agree to: (a) provide true, accurate, current and complete information about Yourself as prompted by the SpherePad Service’s registration form (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If You provide any information that is untrue, inaccurate, not current or incomplete, or SpherePad has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, SpherePad has the right to suspend or terminate Your account and refuse any and all current or future use of the SpherePad Services (or any portion thereof). SpherePad is concerned about the safety and privacy of all its users, particularly children. For this reason, only those persons who are of age eighteen (18) are permitted to create a SpherePad account and you hereby certify that you are at least eighteen (18) years old.

  7. ACCOUNT SECURITY.
  8. You acknowledge and agree that You will be solely responsible for the security of Your user name and password, and similarly, for all of the activities that occur in conjunction with Your user name and password. You also agree that SpherePad is authorized to accept Your user name and password as conclusive evidence of Your activities under such account. SpherePad shall have no obligation, liability or responsibility to monitor the activities occurring within the SpherePad Services, the Site and under Your user name and password. You agree to (a) immediately notify SpherePad of any unauthorized use of your password or account or any other breach of security, and (b) ensure that You exit from Your account at the end of each session. SpherePad cannot and will not be liable for any loss or damage arising from Your failure to comply with this Section of the Terms of Service.

  9. SpherePad PRIVACY POLICY.
  10. You understand that through Your use of the SpherePad Services You consent to the collection and use of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by SpherePad and its affiliates. You should be aware that each third party Payment Processor will also have a privacy policy that covers your disclosure of personal information to the Payment Processor and such privacy policy is separate and apart from the

    You acknowledge, consent and agree that SpherePad may access, preserve and disclose Your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the Terms of Service; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to Your requests for customer service; or (v) protect the rights, property or personal safety of SpherePad, its users and the public.

  11. RULES OF CONDUCT ON THIS SITE.
  12. You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This means that You, and not SpherePad, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the SpherePad Services. SpherePad does not control the Content posted via the SpherePad Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the SpherePad Services, You may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will SpherePad be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the SpherePad Services.

    You agree to not use the SpherePad Services to:

    1. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, indecent, lewd, sexually suggestive, inflammatory, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
    2. b. harm minors in any way;
    3. impersonate any person or entity, including, but not limited to, an SpherePad employee, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
    4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the SpherePad Service;
    5. upload, post, email, transmit or otherwise make available any Content that You do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
    6. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party;
    7. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
    8. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
    9. disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the SpherePad Services are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;
    10. interfere with or disrupt the SpherePad Services or servers or networks connected to the SpherePad Services, or disobey any requirements, procedures, policies or regulations of networks connected to the SpherePad Services, including using any device, software or routine to bypass our robot exclusion headers;
    11. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
    12. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to 8 U.S.C. §1189(a)(4
    13. “stalk” or otherwise harass another; and/or collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through m above.
    14. You acknowledge that SpherePad may or may not pre-screen Content, but that SpherePad and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, correct any errors or omissions in any Content, refuse, or remove any Content that is available via the SpherePad Services. You acknowledge that any screening of Content performed by SpherePad to determine is done as a courtesy only. Without limiting the foregoing, SpherePad and its designees shall have the right to remove any Content that violates the Terms of Services or is otherwise objectionable to SpherePad, in its sole discretion. You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, You acknowledge that You may not rely on any Content created by SpherePad or submitted to SpherePad, including without limitation information in SpherePad message boards and in all other parts of the SpherePad Services.

      You understand that the SpherePad Services and software embodied within the SpherePad Services may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by SpherePad and/or third party Content providers who provide Content to the SpherePad. You may not attempt to override or circumvent any of the usage rules embedded into the SpherePad. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the SpherePad Services, in whole or in part, is strictly prohibited.

  13. CONTRIBUTIONS TO SpherePad.
  14. By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to SpherePad, You acknowledge and agree that: (a) Your Contributions do not contain confidential or proprietary information; (b) SpherePad is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) SpherePad shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) SpherePad may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of SpherePad without any obligation of SpherePad to You; and (f) You are not entitled to any compensation or reimbursement of any kind from SpherePad under any circumstances.

  15. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT.
  16. SpherePad respects the intellectual property of others, and we ask our users to do the same. SpherePad may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If You believe that Your work has been copied in a way that constitutes copyright infringement, or Your intellectual property rights have been otherwise violated, please provide SpherePad’s Copyright Agent with the following information in the manner described below:

    1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
    2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
    3. a description of where the material that you claim is infringing is located on the site;
    4. your address, telephone number, and email address;
    5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
    6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
    7. SpherePad’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows: 
      By mail:
      Copyright Agent

      c/o SpherePad
      1714 Stockton Street #300
      San Francisco, CA 94133
      By email: info@spherepad.co
  17. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SPHEREPAD Services.
  18. SpherePad does not claim ownership of the Content You submit or make available for inclusion on the SpherePad Services. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the SpherePad Services.

    “Publicly accessible” areas of the SpherePad Services are those areas that are intended by SpherePad to be available to the general public. By way of example, publicly accessible areas of the SpherePad Services would include, but are not limited to, the SpherePad message boards that are open to both members and visitors of the Site. However, publicly accessible areas of the SpherePad Services would not include areas off of the Site such as portions of World Wide Web sites that are accessible via hypertext or other links but are not hosted or served by SpherePad.

  19. GENERAL PRACTICES REGARDING USE AND STORAGE.
  20. You acknowledge that SpherePad may establish general practices and limits concerning use of the SpherePad Services, including without limitation the maximum number of days that messages, message board postings or other uploaded Content will be retained by the SpherePad Services, the maximum number of messages that may be sent from or received by an account on the SpherePad Services, the maximum number of or size of any files that may be uploaded to the SpherePad Site, the maximum disk space that will be allotted on the SpherePad servers on Your behalf, and the maximum number of times (and the maximum duration for which) You may access the SpherePad Services in a given period of time. You agree that SpherePad has no responsibility or liability for the deletion or failure to store any messages, other communications or other Content maintained or transmitted by the SpherePad Services. You acknowledge that SpherePad reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that SpherePad reserves the right to modify these general practices and limits from time to time and to charge for those SpherePad Services that may be initially offered on a “free” basis to its users.

  21. LINKS.
  22. The SpherePad Services may provide, or third parties may provide, links to other World Wide Web sites or resources. You acknowledge and agree that SpherePad is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such other sites or resources. You further acknowledge and agree that SpherePad shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

    SpherePad permits You to display on Your web site, or create a hyperlink on Your web site to, individual postings on the SpherePad Service so long as such use is for noncommercial and/or news reporting purposes only (e.g., for use in personal web blogs or personal online media). If the total number of such postings displayed or linked to on Your web site exceeds one thousend (1000) postings, Your use will be presumed to be in violation of the Terms of Service, absent express written permission granted by SpherePad to do so. You may also create a hyperlink to the home page of SpherePad Sites so long as the link does not portray SpherePad, its employees, or its affiliates in a false, misleading, derogatory, or otherwise offensive matter.

  23. NO COMMERCIAL REUSE OF SPHEREPAD SERVICES.
  24. You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the SpherePad Services (including Content, advertisements, software but excluding copies of Images that You have purchased and obtained the right to use).

  25. SPHEREPAD PROPRIETARY RIGHTS.
  26. You acknowledge and agree that the SpherePad Services and any necessary software used in connection with the SpherePad Services (the “Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in advertisements or information presented to You through the SpherePad Services or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or as authorized by SpherePad or the applicable licensor (such as an advertiser), You agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the SpherePad Services, such Content or the Software, in whole or in part.

    SpherePad grants to You a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that You do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the SpherePad Services.

    You agree that all of SpherePad’s trademarks, trade names, service marks and other SpherePad logos and brand features, and product and service names are trademarks and the property of SpherePad (the “SpherePad Marks”). Without SpherePad’s prior written permission, You agree not to display or use in any manner the SpherePad Marks.

  27. SPECIAL ADMONITIONS FOR INTERNATIONAL USE AND EXPORT AND IMPORT COMPLIANCE.
  28. Recognizing the global nature of the Internet, You agree to comply with all local rules regarding online conduct and acceptable Content. Use of the SpherePad Services and transfer, posting and uploading of software, technology, and other technical data via the SpherePad Services may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations. In particular, You: (a) represent that You are not a party identified on any government export exclusion list, including but not limited to the U.S. Denied Persons, Entity, and Specially Designated Nationals Lists, nor will You transfer software, technology, and other technical data via the SpherePad Services to parties identified on such lists; (b) agree not to use the SpherePad Services for military, nuclear, missile, chemical or biological weaponry end uses in violation of U.S. export laws; (c) agree not to transfer, upload, or post via the SpherePad Services any software, technology or other technical data in violation of U.S. or other applicable export or import laws.

  29. CONFERENCE ROOMS AND EVENT SPACE RESERVATION
    1. Conference rooms are available on first come first serve basis.
    2. If you decide to cancel an already reserved conference room or an event space, you must give us a 24hours notice before your meeting or event begins.
    3. If your meeting extends beyond the allocated time. You will be charged a minimum of 30 minutes intervals.
  30. MAIL SERVICES.
  31. Letters and packages delivered by any carrier or any type of delivery (“Mail”). You must complete the United States Postal Service (“USPS”) Form 1583, sent to you via email or downloaded via this website. To activate any of your Virtual Office plan USPS Form 1583 must executed in person or notarized and mailed to our address below along with the California USPS acknowledgment Form, which is sent to upon your subscription.


    By mail:
    Virtual Office Service
    c/o SpherePad
    1714 Stockton Street #300
    San Francisco, CA 94133
    1. Postage due on your behalf or cash on delivery will not be accepted.
    2. In regards to international mail and package forwarding, you acknowledge that, and in complience with international laws and treaties, we maybe required to open and inspect all suspected packages and mail prior to forwarding such items to another country, and you grant us your consent to open any such packages delivered to us in your name. Packages that cannot, in our sole discretion, be shipped without violation of international laws or treaties will not be shipped outside the country in which we received them. For such packages, we are not responsible for taking any action other than holding the package, at your expense, until you should request it forwarded to an address in the country in which we received it.
    3. We do not forward mail or packages to Cuba, Iran, Nigeria, North Korea, Sudan, or Vietnam.
    4. You hereby waive any rights, and release and hold SpherePad harmless from any claims if your mail item is lost or being forwarded to another subscriber’s forwarding address.
    5. You hereby waive any rights, and release and hold SpherePad harmless from any claims if your mail item is damaged due to fire, earthquake, strikes, riots, insurrection, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, or any other causes that are beyond the reasonable control of such Party.
    6. You hereby waive any rights, and release and hold SpherePad harmless from any claims if we are unable to determine the recipient of a mail item and are unable to return the item to the delivering carrier or the sender, therefore we reserve the right to open the item and attempt to determine the intended recipient or sender. If we remain unable to deliver it to its intended recipient or return it to its sender after opening the item, we will dispose of the item without compensation to anyone, the sender, the receiver or the carrier.
    7. You agree not to publish a any of “SpherePad”s ” remote addresses if you are not current in your payments to us.
    8. Any mail or package missing your assigned (# or PMB) number or contains the incorrect (# or PMB) number shall be sent back to the sender.
    9. All mail and packages shall be sent back to the sender if you are not current in your payments to us.
  32. REPRESENTATIONS AND WARRANTIES.
  33. You hereby represent and warrant that:

    1. You are over the age of eighteen (18) and have all the legal capacity and authority to enter into these Terms of Service;
    2. if You are registering by or on behalf of a company, that You have both the apparent and actual authority to bind such company to deliver its obligations under these Terms of Service; and
    3. No portion of the Content as delivered to SpherePad from Your account from time to time contain any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in the Terms of Service and that all Content will be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the SpherePad Service, the Site or the Images or any other hardware or computer system, or which would otherwise render inaccessible or impair the use of the Images, the SpherePad Service, or the Site in any way.
  34. INDEMNITY.
    1. You agree to indemnify, defend and hold SpherePad and its affiliates, and their respective directors, officers, employees, shareholders, agents and licensors of Content (collectively, the “SpherePad Parties”) harmless from and against any and all claims, demands, liability, losses, costs and expenses (including reasonable legal fees and costs) incurred by any SpherePad Party as a result of or in connection with: (i) any use or alleged use of the Site, the SpherePad Services, or provision of Content occurring under Your user name by any person, whether or not authorized by You; (ii) Your connection to the SpherePad Services; (iii) Your violation of the Terms of Service; or (iv) Your violation of any rights of another. The obligations under this Section 18 shall survive expiration or earlier termination of this Agreement.
    2. SpherePad reserves the right, at Your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and in such case, You agree to cooperate with SpherePad’s defense of such claim.
  35. TERM AND TERMINATION.
    1. These Terms of Service are effective until terminated. You may terminate this Agreement at any time by terminating Your account within the SpherePad Service. SpherePad may also terminate this Agreement for any reason by giving You thirty (30) days notice by e-mail at the last email address contained in Your Registration Data which You submitted when You registered for the SpherePad Services. If SpherePad terminates Your membership pursuant to the Terms of Service, such termination shall be deemed to be notice of termination of the Content Agreement, as well; in other words, the Terms of Service shall be terminus.
    2. You may terminate your upon written notice 24 hours prior to your subscription renewal, if you fail to do so; Your subscription shall be renewed automatically and any amounts paid for such subscription shall not be refunded.
    3. Either Party may terminate these Terms of Service upon written notice effective immediately upon being sent to the last address included on the Site (for SpherePad) or in the Registration Data (for You), if the other Party (i) liquidates all or substantially all of its assets, dissolves as a corporation other than through inadvertence, or otherwise ceases to do business in a material way, or (ii) makes an assignment for the benefit of creditors, or (iii) files a petition in bankruptcy, petitions or applies for a receiver or trustee for all or any substantial part of its property and such receiver or trustee is appointed, or commences, or has commenced against it, a proceeding under any bankruptcy, reorganization, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, any of which shall remain in force for a period of thirty (30) days or more, or (iv) is adjudicated insolvent or bankrupt, or (v) is in breach of the Terms of Service.
    4. In addition, SpherePad may terminate an account and may off-set any fees or credits contained in such account (if any) against its costs of administration if there has been: (i) in the reasonable opinion of SpherePad, any material misrepresentation made as to the capacity, identity or copyright ownership of the Images or You provided hereunder; or (ii) no log-in or other activity in the account for twelve (12) months.
  36. DISCLAIMER OF WARRANTIES.
    1. THE SITE AND THE SpherePad SERVICES ARE PROVIDED BY SPHEREPAD STRICTLY ON AN “AS IS” BASIS, WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SPHEREPAD DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SPHEREPAD SERVICES, OR THE CONTENT WILL BE UNINTERRUPTED OR ERROR FREE.
    2. SPHEREPAD DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SPHEREPAD SERVICE, OR ANY CONTENT WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
  37. LIMITATION OF LIABILITY.
    1. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE AND THE SPHEREPAD SERVICE INCLUDING, WITHOUT LIMITATION, FOR ANY OF THE CONTENT DOWNLOADED FROM YOUR ACCOUNT.
    2. IN NO EVENT SHALL SPHEREPAD OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THESE TERMS OF SERVICE, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE SPHEREPAD SERVICES, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF SPHEREPAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.IN ANY EVENT, SPHEREPAD’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS OF SERVICES OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE SITE, THE SPHEREPAD SERVICES, OR THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES COLLECTED BY SPHEREPAD FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM, BUT IN ANY EVENT WILL NOT EXCEED TEN ($10.00) UNITED STATES DOLLARS. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF SPHEREPAD OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
      APPLICABLE LAW; NOTICE; WAIVER OF JURY TRIAL AND CLASS ACTION SUITS; DISPUTE RESOLUTION. The Site and the SpherePad Services are controlled, operated and administered by SpherePad from within the State of California, U.S.A. Although the Site and the SpherePad Service may be accessed from other locations, and each of these jurisdictions has laws that may differ from those of the State of California and the United States, You acknowledge and agree that these Terms of Service will be governed under the laws of the State of California, without regard to its conflicts of laws principles. You hereby irrevocably submit to the exclusive jurisdiction of the Courts of the State of California with respect to the subject matter of these Terms of Service. These Terms of Service will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to service of any required notice or process upon You by email, registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by You at the time You are first granted access to the membership portions of the Service. YOU AGREE TO WAIVE ANY RIGHT YOU MAY HAVE TO (i) TRIAL BY JURY; AND (ii) TO COMMENCE OR PARTICIPATE IN ANY CLASS ACTION AGAINST SpherePad THE SITE, THE SpherePad Service, THESE TERMS OF SERVICE, OR ANY AGREEMENTS CONTEMPLATED HEREBY. Any and all disputes arising out of, under or in connection with these Terms of Service, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in Los Angeles, California, pursuant to the rules of the rules of the American Arbitration Association in effect at the time arbitration is demanded. If SpherePad is obligated to go to court or arbitration to enforce any of its rights, or to collect any fees, You agree to reimburse SpherePad for its legal fees, costs and disbursements if SpherePad is successful.
  38. GENERAL.
    1. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the SpherePad Services or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
    2. No action or inaction by either Party shall be deemed to be a waiver of any term or condition of these Terms of Service unless expressly set forth in writing and signed by the Party to be charged. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or subsequent waiver or the same term or condition, or a waiver of any other term or condition, of these Terms of Service. The failure of any Party to assert any of its rights hereunder shall not constitute a waiver of any of such rights.
    3. Nothing contained in these Terms of Service shall, or shall be deemed to, place the Parties in a relationship of partners or joint venturers; and neither Party shall have the authority to obligate or bind the other Party in any manner whatsoever.
    4. You agree that, except as otherwise expressly provided in the Terms of Service, there shall be no third-party beneficiaries to the Terms of Service.
    5. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, or any other causes that are beyond the reasonable control of such Party.
    6. These Terms of Service are personal to You (and if You are entering into these Terms of Service by or on behalf of a company, are personal to such company) and therefore is/are binding upon Your heirs, executors and legal representatives, as the case may be, and is not assignable by You without SpherePad’s prior written consent. SpherePad may assign these Terms of Service without Your consent to any other party so long as such party agrees to be bound by its terms. If all or part of any provision of these Terms of Service is wholly or partially invalid or unenforceable, the Parties or, in the event the Parties are unable to agree, the arbitrator, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision. If any provision is held to or found to be invalid, then all other provisions will continue to be valid. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect. The Parties have requested that these Terms of Service and all related documents be drawn up in English. These Terms of Service can be amended by the written agreement of the Parties or by SpherePad sending an email to Your email address as listed in Your SpherePad account. Your continued access to the SpherePad Services or failure to terminate these Terms of Service within thirty (30) days of posting of such amendment will be deemed to be acceptance of the amendment by You and such amendment thereafter will be incorporated by reference into these Terms of Service. You specifically agree and acknowledge that You have, in addition to the terms of these Terms of Service, reviewed the terms and conditions of the Privacy Policy and any other agreements which may be incorporated by reference therein, and You agree to be bound by them.
  39. CONTACT.
  40. If you have concerns relating to the Site, the SpherePad Service or the Terms of Service, please contact SpherePad at info@SpherePad

  41. ACKNOWLEDGEMENT AND AGREEMENT.
  42. YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND HAVE SOUGHT OR HAVE HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF SPHEREPAD AGREEING TO PROVIDE ACCESS TO THE SITE AND THE SpherePad Services TO YOU, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE TERMS OF SERVICE.

    If You are a California resident, by checking the box below by the words “I ACCEPT”, You waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

    These Term of Service contain many important provisions that affect Your rights and obligations in connection with the SpherePad Service. By checking the box next to “I Agree” at the end of these Terms of Service, You thereby indicate Your assent to, and agree to be bound by the terms and conditions of these Terms of Service. If You do not agree to be bound to these Terms of Service or the terms and conditions it contains, do not check the “I Agree” box; You will not be permitted to access certain features of the Site. Please print a copy of the Terms of Service for Your records.


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