Terms of Service
Last Updated: June 26, 2025
1. Introduction
THESE TERMS OF SERVICE (THE "TERMS") FORM A BINDING LEGAL AGREEMENT BETWEEN SPHERE AI INC. ("SPHERE AI," "WE," "US") AND THE ENTITY OR INDIVIDUAL IDENTIFIED AS "CUSTOMER" ON ANY ACCOMPANYING ORDER FORM, CHECKOUT PAGE, OR ORDER CONFIRMATION THAT REFERENCES THESE TERMS (THE "ORDER").
THESE TERMS, THE ORDER, AND ALL DOCUMENTS INCORPORATED BY REFERENCE HEREIN (COLLECTIVELY, THE "AGREEMENT") GOVERN THE PROVISION, ACCESS TO, AND USE OF THE SPHERE AI TECHNOLOGY (AS DEFINED BELOW) AND ASSOCIATED SERVICES. IF A SEPARATE, SIGNED ENTERPRISE AGREEMENT EXISTS BETWEEN CUSTOMER AND SPHERE AI FOR USE OF THE SPHERE AI TECHNOLOGY, THAT AGREEMENT WILL TAKE PRECEDENCE OVER THESE TERMS. SPHERE AI AND CUSTOMER ARE EACH REFERRED TO AS A "PARTY" AND COLLECTIVELY AS THE "PARTIES." CAPITALIZED TERMS NOT OTHERWISE DEFINED IN THESE TERMS SHALL HAVE THE MEANING GIVEN TO THEM IN THE ORDER.
BY ACCESSING OR USING THE SPHERE AI TECHNOLOGY, YOU SIGNIFY YOUR ACCEPTANCE OF THIS AGREEMENT.
2. Support
Throughout the Term, Sphere AI will apply commercially reasonable efforts to deliver the Sphere AI Technology in a way that minimizes errors and interruptions. Sphere AI may offer technical support to Users for issues and inquiries related to the operation of the Sphere AI Technology.
3. Data and Artificial Intelligence
3.1. Use of Customer Data
Customer grants Sphere AI a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to its contractors and service providers), and non-transferable (except as provided in Section 18.1) right to use, copy, store, disclose, transmit, transfer, publicly display, modify, create derivative works from, and Process any materials that Customer or its Users input or provide to Sphere AI, including Prompts or other queries ("Customer Data"), solely as required: (a) to fulfill its obligations under this Agreement; (b) to create or derive Telemetry; or (c) to adhere to applicable Laws. "Telemetry" refers to information generated from the use of the Service, such as technical logs, data, metrics, and learnings about Customer's and Users' use of the Services, which does not identify Users, Customer, or any natural person as its source. Sphere AI is free to use and exploit Telemetry without restriction. For clarity, Sphere AI does not use (i) Prompts or Responses related to Customer's use of the Services, or (ii) any Customer Data collected via the Google Workspace API to train its own artificial intelligence or machine learning models, nor does it authorize any AI Platform to do so.
3.2. Output
Sphere AI (and its service providers) gather and receive certain data, including Responses, by Processing certain Customer Data within the Services. This data generation may involve technologies that rely on artificial intelligence, machine learning, and similar features, including AI Platforms. In response to Prompts or other queries from Customer, Sphere AI may provide access to this data, along with reports, information, content, and other materials (collectively, "Output"). For clarity, Output does not include Generated Content. Customer understands that Output may contain proprietary and third-party data and agrees to use the Output only in compliance with this Agreement and applicable Laws.
3.3. Generated Content
The Services may create or provide to Customer text, phrases, images, or other works of authorship for marketing, promotional, or similar uses ("Generated Content"). Customer is solely responsible for reviewing all Generated Content to confirm its suitability for Customer's use. Sphere AI does not guarantee the truth or accuracy of Generated Content. Customer acknowledges that Sphere AI shall not be liable for Customer's use of any Generated Content. Customer's reliance on Generated Content is at its own risk, as further detailed in Section 9 (Warranties and Disclaimers). Sphere AI reserves the right, at its discretion, to remove any Customer Data or Generated Content from the Services for any reason.
3.4. AI Platforms
The Services may deliver Output from various AI Platforms as specified in an Order. However, Sphere AI does not guarantee that Output from any particular AI Platform will be available at all times. The inclusion of any AI Platform is at Sphere AI's sole discretion and is subject to change.
4. Customer Obligations
Customer is accountable for its Customer Data, including its content and accuracy, and must adhere to all applicable Laws when using the Services. Customer represents and warrants that it has provided all necessary disclosures and notices, and has secured all rights, consents, and permissions required for Sphere AI to Process Customer Data and exercise the rights granted in this Agreement without infringing upon any Laws, third-party rights, or policies applicable to the Customer Data.
5. Suspension of Services
Sphere AI may suspend Customer's access to the Sphere AI Technology immediately if: (a) Customer violates Section 2.5 (Usage Restrictions) or Section 5 (Customer Obligations); (b) Customer's account payment is overdue by 30 days or more; (c) changes in Law necessitate a suspension or could impose additional liability on Sphere AI; or (d) Customer's actions pose a risk to other Sphere AI customers or to the security, availability, or integrity of the Sphere AI Technology. When feasible, Sphere AI will make reasonable efforts to provide prior notice of suspension. Upon resolution of the underlying issue, Sphere AI will restore Customer's access.
6. Third-Party Platforms
The Services may integrate with third-party platforms, services, or products not provided by Sphere AI ("Third-Party Platforms"), such as the "Google Workspace API." The use of any Third-Party Platform is governed by Customer's agreement with the relevant provider, not by this Agreement. Sphere AI does not control and is not liable for Third-Party Platforms, including their security, functionality, operation, or how they Process Customer Data. By enabling a Third-Party Platform to connect with the Sphere AI Technology, Customer authorizes Sphere AI to access and exchange Customer Data with that Third-Party Platform on its behalf. If an integration requires Sphere AI to use Customer's access credentials, Customer: (a) agrees to provide them, (b) warrants it has the right to do so, and (c) authorizes Sphere AI to use them on its behalf to provide the Services.
7. Fees and Payment
7.1. Fees
Customer agrees to pay the fees for the Sphere AI Technology as set forth in each Order ("Fees"). All Fees are payable in U.S. dollars unless specified otherwise in the Order. Fees are invoiced according to the schedule in the Order and are due within 30 days of the invoice date, unless the Order states otherwise. Fees for any Renewal Term will be at Sphere AI's then-current rates. Late payments will incur a service charge of 1.5% per month or the maximum rate permitted by Law, whichever is lower. All Fees are non-refundable, except as expressly stated in Section 9.2 (Warranty Remedy) and Section 13.4 (Mitigation).
7.2. Taxes
Customer is responsible for all sales, use, GST, value-added, withholding, or similar taxes and levies applicable to its Orders, whether domestic or foreign, excluding taxes on Sphere AI's net income ("Taxes"). Fees are stated exclusive of all Taxes.
8. Warranties and Disclaimers
8.1. Limited Warranty
Sphere AI warrants to Customer that during the Term ("Warranty Period"), the Services will perform in all material respects as described in the Documentation, and Sphere AI will not materially diminish the overall functionality of the Services (the "Limited Warranty").
8.2. Warranty Remedy
If Sphere AI breaches the Limited Warranty and Customer provides a reasonably detailed warranty claim within 30 days of discovering the breach, Sphere AI will use reasonable efforts to correct the non-conformity. If Sphere AI is unable to do so within 30 days of receiving the claim, either Party may terminate the Agreement concerning the non-conforming Service. Sphere AI will then refund any prepaid, unused fees for the terminated portion of the Term. This section provides Customer's exclusive remedy and Sphere AI's sole liability for any breach of the Limited Warranty. This warranty does not cover issues arising from: (a) Customer's or Users' misuse or unauthorized modifications of the Service; (b) problems within or caused by AI Platforms or Third-Party Platforms; (c) use of the Sphere AI Technology not in accordance with the Documentation; or (d) any Trials and Betas or other free use.
8.3. DISCLAIMERS
EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9.1, THE SPHERE AI TECHNOLOGY, ALL SUPPORT, TECHNICAL SERVICES, OUTPUT, AND GENERATED CONTENT ARE PROVIDED "AS IS." SPHERE AI, ON BEHALF OF ITSELF AND ITS SUPPLIERS AND LICENSORS, DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SPHERE AI DOES NOT WARRANT THAT CUSTOMER'S USE OF THE SPHERE AI TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE, NOR THAT IT WILL REVIEW CUSTOMER DATA FOR ACCURACY OR PRESERVE IT WITHOUT LOSS. SPHERE AI IS NOT RESPONSIBLE FOR DELAYS, FAILURES, OR OTHER ISSUES INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE ITS CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
9. Term and Termination
9.1. Term
The "Initial Term" of this Agreement is specified in the Order. Following the Initial Term, this Agreement will automatically renew for successive periods equal in length to that specified in the Order ("Renewal Terms"), unless either Party provides written notice of non-renewal at least 30 days before the end of the then-current term. The Initial Term and all Renewal Terms are collectively the "Term." If no Renewal Term is specified, the Agreement ends after the Initial Term. Sphere AI may amend these Terms periodically by posting the updated version on its website at [Your Website URL]/terms, noting the last update date. Such amendments become effective upon the earlier of Customer's acceptance or 30 days after posting. Each Renewal Term will be subject to the then-current version of these Terms.
9.2. Termination for Cause
Either Party may terminate this Agreement if the other Party: (a) fails to cure a material breach (including non-payment of fees) within 30 days of receiving written notice; (b) ceases operations without a successor; or (c) seeks protection under bankruptcy or similar proceedings, or if such a proceeding is initiated against it and not dismissed within 60 days.
9.3. Effect of Termination
Upon expiration or termination, Customer's rights to access the Sphere AI Technology and Sphere AI's obligations to provide it will end. Following termination, Sphere AI is not obligated to store Customer Data and may delete it at its discretion. Customer Data and other Confidential Information may be retained in the Recipient's standard backup archives but will remain subject to the confidentiality obligations of this Agreement.
9.4. Survival
The following sections will survive the expiration or termination of this Agreement: 2.5 (Usage Restrictions), 4 (Data and Artificial Intelligence), 5 (Customer Obligations), 8 (Fees and Payment), 9.3 (Disclaimers), 10.3 (Effect of Termination), 10.4 (Survival), 11 (Ownership; Feedback), 12 (Limitation of Liability), 13 (Indemnification), 14 (Confidentiality), 15 (Required Disclosures), and 18 (General Provisions).
10. Ownership; Feedback
No rights or licenses are granted by either Party except as expressly stated in this Agreement. As between the Parties, Customer retains all intellectual property rights in its Customer Data. Except for the limited licenses granted herein, Sphere AI and its licensors retain all intellectual property rights in and to the Sphere AI Technology. If Customer provides Sphere AI with feedback, suggestions, or comments regarding the Sphere AI Technology, Output, Generated Content, or other Sphere AI offerings ("Feedback"), Sphere AI has (a) the sole discretion to act on such Feedback and (b) the unrestricted right to use or incorporate Feedback into its products and services.
11. Limitation of Liability
11.1. Waiver of Consequential Damages
EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS OR LICENSORS) WILL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
11.2. Liability Cap
EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS, EACH PARTY'S (AND ITS SUPPLIERS' AND LICENSORS') TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO SPHERE AI UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE.
11.3. Excluded Claims
"Excluded Claims" means: (a) Customer's breach of Section 2.5 (Usage Restrictions) or Section 5 (Customer Obligations); or (b) a Party's breach of Section 14 (Confidentiality) (but not including claims related to Customer Data).
11.4. Nature of Claims
The waivers and limitations in this Section 12 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and will survive even if any limited remedy in this Agreement fails it's essential purpose.
12. Indemnification
12.1. Indemnification by Sphere AI
Sphere AI will defend Customer against any third-party claim alleging that the Sphere AI Technology, when used by Customer as permitted by this Agreement, infringes a third party's U.S. patent, copyright, or trademark, or misappropriates its trade secret. Sphere AI will indemnify and hold Customer harmless from any damages and costs finally awarded against Customer (including reasonable attorneys' fees) or agreed to in a settlement by Sphere AI resulting from such a claim.
12.2. Indemnification by Customer
Customer will indemnify, hold harmless, and, at Sphere AI's request, defend Sphere AI against any third-party claim arising from Customer Data, Customer's breach of this Agreement, or Customer's use of Output or Generated Content, including any damages and costs awarded against Sphere AI (including reasonable attorneys' fees) or agreed to in a settlement by Customer.
12.3. Procedures
The indemnifying party's obligations are conditioned on receiving: (a) prompt written notice of the claim; (b) exclusive control over the investigation, defense, and settlement of the claim; and (c) all reasonable cooperation from the indemnified party, at the indemnifying party's expense for reasonable out-of-pocket costs. The indemnifying party cannot settle any claim without the indemnified party's prior consent if the settlement would require the indemnified party to admit fault or take any action (other than ceasing use of the Sphere AI Technology, when Sphere AI is the indemnifying party).
12.4. Mitigation
If an infringement claim arises, Sphere AI may, at its option: (a) secure the rights for Customer's continued use of the Sphere AI Technology; (b) replace or modify the infringing portion to make it non-infringing without materially reducing functionality; or (c) terminate this Agreement and refund any prepaid, unused fees for the terminated portion of the Term.
12.5. Exceptions
Sphere AI's obligations under this Section 13 do not apply to claims arising from: (a) Customer's modification of the Sphere AI Technology or its use in combination with items not provided by Sphere AI; (b) unauthorized use of the Sphere AI Technology; (c) any settlement or admission made by Customer without Sphere AI's prior consent; or (d) Trials and Betas or other free use.
12.6. Exclusive Remedy
THIS SECTION 13 PROVIDES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND SPHERE AI'S ENTIRE LIABILITY FOR THE INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
13. Confidentiality
13.1. Definition
"Confidential Information" means information disclosed by one Party ("Discloser") to the other ("Recipient") that is marked as proprietary or confidential or should reasonably be understood as such. Sphere AI's Confidential Information includes this Agreement's terms, the Output, and the Sphere AI Technology. Customer's Confidential Information includes Customer Data, Prompts, and Responses.
13.2. Obligations
The Recipient will: (a) hold Confidential Information in strict confidence and not disclose it to third parties except as permitted herein; and (b) use Confidential Information only to fulfill its obligations and exercise its rights under this Agreement. The Recipient may disclose Confidential Information to its employees, agents, and contractors with a legitimate need to know, provided they are bound by confidentiality obligations no less protective than those in this section, and the Recipient remains responsible for their compliance.
13.3. Exclusions
Confidentiality obligations do not apply to information that the Recipient can document: (a) is or becomes publicly known through no fault of the Recipient; (b) was rightfully known by the Recipient before disclosure; (c) was rightfully received from a third party without a breach of confidentiality; or (d) was independently developed without using the Discloser's Confidential Information.
13.4. Remedies
A breach of confidentiality may cause irreparable harm for which monetary damages are inadequate. Each Party may seek equitable relief, in addition to other remedies, for any breach or threatened breach of this Section 14.
14. Required Disclosures
Nothing in this Agreement prevents either Party from disclosing Confidential Information as required by Law, subpoena, or court order, provided that (if legally permitted) the Discloser is given prior notice and an opportunity to seek a protective order.
15. Trials and Betas
If Customer is granted access to the Sphere AI Technology on a free, trial, alpha, beta, or early access basis ("Trials and Betas"), such use is permitted only for internal evaluation during the period designated by Sphere AI (or 30 days, if not specified). Either party may terminate Trials and Betas at any time. Trials and Betas may be incomplete or contain features that are never released. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SPHERE AI PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS AND BETAS, AND ITS LIABILITY FOR TRIALS AND BETAS WILL NOT EXCEED US$50.
16. Publicity
Sphere AI may include Customer's name and trademarks in its customer lists and promotional materials. Sphere AI will cease any further use upon Customer's written request.
17. General Provisions
17.1. Assignment
Neither Party may assign this Agreement without the other's prior written consent, except in connection with a merger, reorganization, or sale of all or substantially all of its assets. Any unpermitted assignment is void.
17.2. Governing Law and Venue
This Agreement is governed by the laws of the State of New York and the United States, without regard to conflict of laws principles. The exclusive jurisdiction and venue for any action related to this Agreement will be the state and federal courts located in New York, New York.
17.3. Notices
All notices must be in writing. Notices to Sphere AI should be sent to: [Your Company Address]. Notices to Customer will be sent to the address or email on the Order.
17.4. Entire Agreement
This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements.
17.5. Amendments
Amendments must be in writing and signed by both Parties, except as permitted by Section 10.1. Any terms in a Customer purchase order are rejected and have no legal effect.
17.6. Waivers and Severability
Waivers must be in writing. If any provision is found unenforceable, it will be replaced with a valid provision that most closely reflects the original intent, and the remainder of the Agreement will stay in effect.
17.7. Force Majeure
Neither Party is liable for delays or failures to perform due to events beyond its reasonable control (e.g., strikes, war, pandemics, natural disasters), except for payment obligations.
17.8. Subcontractors
Sphere AI may use subcontractors and remains responsible for their compliance with this Agreement.
17.9. Independent Contractors
The Parties are independent contractors. This Agreement does not create a partnership, agency, or joint venture.
17.10. Export Controls
Customer will comply with all applicable U.S. and foreign export laws. Customer warrants it is not on any U.S. government prohibited party list and will not use the Sphere AI Technology in violation of any U.S. export embargo or restriction.
17.11. Open Source
The Services may include open source software ("OSS"). To the extent an OSS license requires, its terms will apply to the OSS on a stand-alone basis.
17.12. Government End-Users
If the user is a U.S. Government entity, the use, duplication, or disclosure of the Sphere AI Technology is restricted by the terms of this Agreement pursuant to FAR 12.212 and DFARS 227.7202.
17.13. Conflicts
If there is a conflict between an Order and these Terms, the Order will control.