These Terms of Service (Terms) form a binding legal agreement between Aquilae AI, Inc. (Aquilae AI, Sphere, we, us) and the individual or entity accessing or using the Sphere website, marketplace, platform, or related services (Customer, Buyer, Rights Holder, or User).
By accessing or using the Sphere Services, you agree to be bound by these Terms.
1. Overview of the Sphere Marketplace
Sphere operates a marketplace where Rights Holders may upload, list, and offer licenses to proprietary datasets, files, metadata, and related assets (Marketplace Assets). Buyers may purchase licenses to use Marketplace Assets under the terms selected by the Rights Holder.
For clarity, Buyers include approved AI companies, AI labs, robotics teams, and enterprise AI groups that license Marketplace Assets. Rights Holders are the data owners, institutions, enterprises, domain experts, or other authorized licensors that make Marketplace Assets available through Sphere.
Marketplace transactions are licensing agreements, not outright purchases, assignments, or transfers of copyright, intellectual property, database rights, or underlying ownership. A Buyer receives only the usage rights stated in the applicable license, and the Rights Holder retains ownership of the Marketplace Asset unless a separate written assignment is expressly executed.
Sphere acts solely as a facilitator of these transactions. Sphere does not own Marketplace Assets and does not grant licenses on behalf of Rights Holders except as explicitly authorized by them.
2. Account Registration
To use the Services, you must:
- Provide accurate account information
- Maintain the security of your credentials
- Be at least 18 years old
- Not be prohibited from using the Services under applicable law
Sphere may suspend or terminate accounts for violations of these Terms.
3. Marketplace Assets (Rights Holders)
3.1 Ownership
Rights Holders retain all ownership, copyright, intellectual property, and other proprietary rights in Marketplace Assets they upload.
Sphere does not:
- Claim ownership
- Train models on Marketplace Assets
- Resell Marketplace Assets outside the Marketplace
- Use Marketplace Assets except as required to operate the Services
3.2 License Terms Selected by Rights Holder
Rights Holders may choose the license terms for each Marketplace Asset, including:
- Non-exclusive license (default)
- Exclusive license
- Model-training permitted
- Model-training prohibited
- Custom license terms
Sphere will present these terms to Buyers at checkout.
3.3 Rights Holder Representations
Rights Holders represent and warrant that:
- They own or control all rights necessary to license the Marketplace Assets
- The Marketplace Assets do not infringe third-party rights
- The metadata and provenance information provided is accurate
- They authorize Sphere to facilitate licensing transactions
4. Buyer Obligations
4.1 No Access Without Purchase
Buyers must not:
- Scrape
- Download
- Extract
- Copy
- Capture
- Or otherwise obtain Marketplace Assets
Unless they have purchased a valid license.
4.2 Model Training and AI Development Rights
Buyers may use Marketplace Assets to:
- Train
- Fine-tune
- Evaluate
- Or otherwise develop machine learning or AI models
As permitted by the purchased license terms selected by the Rights Holder.
4.3 No Redistribution or Resale
Unless explicitly allowed by the Rights Holder's license, Buyers may not resell, sublicense, redistribute, or publicly share Marketplace Assets.
4.4 Compliance
Buyers must comply with:
- The license terms selected by the Rights Holder
- These Terms
- All applicable laws
4.5 Rights Holder Misrepresentation and Buyer Exposure
Buyers who obtain Marketplace Assets through Sphere in good faith and comply with the applicable license terms are not exposed under these Terms to claims arising solely from a Rights Holder's unauthorized upload or misrepresentation of licensing authority. Rights Holders are responsible for their ownership and rights representations, and Sphere may restrict access, process takedowns, and facilitate dispute workflows if a rights issue is reported.
5. Sphere Marketplace Rules
5.1 Anti-Scraping and Anti-Extraction
Users must not:
- Scrape listings
- Bypass purchase flows
- Attempt to extract previews or metadata
- Use automated tools to harvest Marketplace Assets
Sphere may use automated systems to detect and block scraping.
5.2 Enforcement Rights
Sphere may:
- Suspend or terminate accounts
- Block access to Marketplace Assets
- Revoke licenses obtained through fraud
- Remove or disable listings
- Audit activity for compliance
5.3 Fraud and Abuse
Sphere may withhold payouts or reverse transactions if:
- Fraud is suspected
- Chargebacks occur
- A Buyer violates license terms
- A Rights Holder misrepresents ownership
- A dispute is under investigation
6. Payments, Fees and Payouts
6.1 Marketplace Fees
Sphere charges a marketplace fee on each transaction. Fees are disclosed at the time of listing or purchase.
6.2 Buyer Payments
Buyers authorize Sphere (or its payment processors) to charge their payment method for:
- Purchase price
- Applicable taxes
- Sphere's marketplace fee
6.3 Rights Holder Payouts
Sphere will pay Rights Holders:
- Monthly, for all cleared transactions
- Minus Sphere's marketplace fee
- Minus any withheld amounts for fraud, chargebacks, or disputes
6.4 Withholding Rights
Sphere may withhold payouts if:
- Fraud is suspected
- A Buyer disputes a transaction
- A Rights Holder violates these Terms
- Required by law
6.5 Referral Programs and Promotional Rewards
Sphere may offer referral programs, bonuses, promotional rewards, or similar incentives. Any such program is governed by the applicable program terms shown in-product or otherwise provided by Sphere.
Sphere may modify, suspend, pause, replace, or terminate any referral or promotional program at any time, including reward rates, caps, eligibility requirements, attribution rules, payment timing, and covered transaction types. No referral reward is earned, vested, due, or payable unless and until Sphere verifies eligibility and approves the reward under the applicable program terms.
Sphere may deny, reduce, withhold, revoke, offset, or recover referral or promotional rewards for fraud, abuse, duplicate or related accounts, common ownership, refunds, chargebacks, disputes, mistaken payments, policy violations, missing tax documentation, or legal requirements. Users who promote Sphere in exchange for potential compensation must clearly disclose that relationship and comply with all applicable laws, platform rules, advertising rules, and anti-spam requirements.
7. Licensing of Marketplace Assets
7.1 License, Not Transfer of Ownership
Each completed marketplace transaction creates a license agreement for the permitted uses selected by the Rights Holder. It is not an outright purchase of the Marketplace Asset, and it does not transfer copyright, IP, title, ownership, or any other rights except the specific license rights expressly granted.
7.2 License Grant
Upon purchase, Buyers receive a license to use the Marketplace Asset only under the terms selected by the Rights Holder.
7.3 License Restrictions
Unless explicitly permitted:
- No redistribution
- No sublicensing
- No reverse engineering
- No publication or public posting
7.4 License Enforcement
Sphere may revoke or suspend licenses obtained through:
- Fraud
- Scraping
- Unauthorized access
- Violation of license terms
8. Data and AI Processing
Sphere may process:
- Account data
- Usage data
- Metadata
- Integration data (for example Google Workspace)
Sphere does not:
- Train models on Marketplace Assets
- Allow AI vendors to retain or reuse user data
AI vendors receive only transient context needed to answer user prompts.
9. Suspension and Termination
Sphere may suspend or terminate access if:
- A User violates these Terms
- A User engages in scraping or unauthorized extraction
- A Rights Holder misrepresents ownership
- A Buyer violates license terms
- Required by law
Upon termination:
- Buyers lose access to Marketplace Assets not yet downloaded
- Sphere may delete Customer Data
- Sphere may retain records for compliance
10. Intellectual Property
Sphere retains all rights in:
- The Sphere platform
- The Sphere brand
- Sphere-generated metadata
- Sphere-generated previews
Users retain rights in their own data and Marketplace Assets. A Buyer's purchase of a license does not assign or transfer the Rights Holder's copyright, IP, title, or ownership interest in the Marketplace Asset.
11. Limitation of Liability
To the maximum extent permitted by law:
- Sphere is not liable for indirect, incidental, or consequential damages
- Sphere's total liability is limited to the amount paid by the User in the prior 12 months
12. Indemnification
Users agree to indemnify Sphere for claims arising from:
- Misuse of Marketplace Assets
- Violation of license terms
- Infringement caused by uploaded Marketplace Assets
- Scraping or unauthorized extraction
Rights Holders also agree to indemnify Sphere and affected Buyers for claims arising from Marketplace Assets they upload without sufficient rights, authorization, consent, or licensing authority.
13. DMCA and IP Disputes
Sphere follows the DMCA takedown and counter-notification process. Notices may be sent to contact@getsphere.xyz.
14. Governing Law
These Terms are governed by the laws of the State of New York. Venue is exclusively in New York, New York.
15. Changes to These Terms
Sphere may update these Terms at any time. Material changes will be communicated via email or in-product notifications.
16. Contact
Aquilae AI, Inc.
Email: contact@getsphere.xyz