Sphir Terms of Use

Part of the Sphir Terms
Effective: November 25, 2019

PLEASE READ THESE TERMS OF USE CAREFULLY. THIS IS A BINDING CONTRACT.

1. Binding Agreement.
   1. Your Agreement to the Sphir Terms.

      Our Terms of Use, Content & Behavior Guidelines, Privacy Policy, Card Guidelines and any other guidelines, policies, or legal notices posted on the Sphir website (collectively the “Sphir Terms”), constitute a binding contract and govern your access to and use of the Sphir website (the “Website”), whether or not you have created an account, including all data, images, graphics, audio, videos, photos, links or other content of any nature, however accessed or appearing on the Website (collectively, “Content”).

      By accessing or using the Website, you agree to be bound by the Sphir Terms and to enter into this binding contract between you and Supirb Technologies, LLC, a Washington limited liability company, which will constitute the entire agreement between you and us concerning your access to or use of the Website.

      The terms “we,” “us,” and “Sphir” as used throughout the Sphir Terms refer to Supirb Technologies, LLC. The terms “you” and “your” refer to you, the user of the Website and a Sphir account holder (whether an individual, entity, or organization).

   2. Consultation with Counsel.

      You are advised to engage counsel to review this binding contract on your behalf. Your failure to do so will be deemed your conclusion that such review is unnecessary to protect your interests.

   3. Your Agreement to the Sphir Terms if Modified.

      Generally: We may revise, including adding to, deleting, or modifying, the Sphir Terms, in whole or in part, by posting the revised Sphir Terms on the Website. Your continued access to or use of the Website after the effective date of the revised Sphir Terms constitutes your acceptance of the Sphir Terms, as revised, f rom and after the effective date of the revised Sphir Terms.

      Revisions to the Agreement to Arbitrate: You are required to arbitrate certain Disputes as defined in and required by Section 13. You will be provided notice of any revisions to the Agreement to Arbitrate shall as set forth in Section 13.7.

   4. Your Representations.

      If you are using the Website as an individual, you represent that you are at least 18 years of age. If you are not 18 years of age, you are not permitted to use the Website and must discontinue use immediately.

      If you are using the Website on behalf of an entity or organization, you represent that you are an authorized representative of such entity or organization with the authority to bind such entity or organization to the Sphir Terms and grant the licenses set forth herein.

      If you do not agree and consent to be bound by the Sphir Terms, you are not authorized to access or use the Website and must discontinue use of the Website immediately.

   5. Sphir Grant of License.

      In exchange for your agreement to be bound by the Sphir Terms, we give you a limited, royalty-f ree, nontransferable, non-sublicensable, and non-exclusive license to access and use the Website in the manner permitted by the Sphir Terms. This license does not allow you to resell the Website. This license does not allow you to provide access to the Website or to sell your Content on the Website to third parties who do not have a user account. This license also does not allow for any collection or use of any product listings, descriptions, or prices; any derivative use of any aspect of the Website; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted herein are expressly reserved. We may terminate this license if you do not comply with the Sphir Terms.

2. Users.

   Our Website is a public website. You may access or use the Website if you:

   (a) are a person who is 18 years of age or older, or you represent an entity or organization;

   (b) agree to abide by the Sphir Terms;

   (c) have an active account on the Website;

   (d) have not previously had an account deactivated or deleted f rom the Website; and

   (e) are not barred f rom using the Website under the laws of your applicable jurisdiction.

3. Account and Password.
   1. Account Creation; Passwords.

      We require that you create an account to access or use the Website and that you set a password. User accounts on the Website, including passwords, are encrypted to ensure privacy. Only you have the password to your account. You are responsible to safeguard and remember your password. If you forget your password, you may reset it so long as you have a valid email address associated with your account.

      WE ARE NOT RESPONSIBLE AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE YOU SUFFER AS A RESULT OF LOSING OR FORGETTING YOUR PASSWORD.

   2. Account Transfers.

      If you were authorized to, and did, open an account on behalf of an organization or entity, and the legal owner of the account needs to be changed, please contact AccountTransfers@Sphir.io.

4. Privacy.

   Please review our Privacy Policy to learn the details of how we collect, handle, and use the information you provide to us, as well as the information and data we learn about you when you use the Website.

   To be clear, we don’t sell or trade your personal identifying information, ever. We do not generate revenue f rom advertising, and therefore do not sell or trade your information or data to advertisers or sell or run ads on the Website. Notwithstanding the forgoing, as provided in Section 15.6, we may transfer your information and Content to a buyer of Supirb.

   There is no fee to create an account, to use the Website, or to create or add Content; we receive revenue f rom fees charged for certain types of Content storage, streaming, and f rom e-commerce transactions initiated through the Website.

5. Content and Behavior.
   1. You Are Responsible.

      You are solely responsible for your access to or use of the Website, including the Content you create, access, stream, provide, add, share, collect, or use, and the consequences associated with doing so. As a condition of use, we require that all Content complies with the Sphir Terms and that it does not violate any applicable laws, rules, or regulations.

      You are responsible to comply with our Content and Behavior Guidelines and Card Guidelines.

      You agree that you are accessing or using the Website and relying on any Content strictly at your own risk. We do not confirm, or have any responsibility to confirm, the actual identity of any user. You are responsible to confirm the identity of other users prior to interacting with them, including f riending or messaging them. We do not endorse, support, or provide any type of warranty regarding the truth, accuracy, completeness, or reliability of any Content on the Website, and we do not endorse any opinions or views expressed by users or Content.

      By accessing or using the Website, you understand that you may be exposed to harmful, inaccurate, incomplete, or offensive Content. You also understand and agree that we make no representations or warranties as to the truth, accuracy, completeness, or reliability of any Content, and that no Content is intended by us to be legal, financial, or medical advice or diagnosis, and should not be relied upon by you as such absent a direct professional relationship between you and the provider of such Content.

   2. User Representations and Grant of License.
      1. Representations.

         By accessing or using the Website, you represent and warrant that: (a) you own or have sufficient rights and authority to access, stream, provide, add, share, collect, or use the Content; (b) Content you provide, add, or share does not and will not violate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or other right; (c) Content you access, stream, provide, add, share, collect, or use is consistent with the Sphir Terms ; (d) Content you provide, add, or share does not contain any viruses, adware, spyware, worms, or other harmful or malicious code; and (e) you have sufficient rights and authority to make the representations and to grant the license and rights herein on your behalf or on behalf of the entity or organization you represent.

      2. Grant of License.

         With regard to Content you provide, add, or share, you represent and warrant that you: (a) own your original Content; or (b) you are authorized to provide, add, or share the Content; and (c) hereby grant to Sphir and its sublicensees (to the fullest extent and for the maximum duration permitted by applicable law) an unrestricted, irrevocable, royalty-f ree, worldwide, nonexclusive, assignable, and sublicensable license and right to use (including to promote the Website), reproduce, modify, adapt, publish, translate, create derivative works f rom, transmit, distribute, and display (by any means, methods, or formats now known or later developed or discovered), without paying any compensation to you.

      You acknowledge and agree that this license permits us to make Content you provide, add, or share available to other users in the manner consistent with your user settings or for such purposes as are permitted by law.

   3. Expectations and Prohibitions.
      1. Expected Behavior.

         We intend that Sphir will be a public, civil, and safe space for users to share information and knowledge. While we respect f reedom of expression, we expect that the discourse and exchange on the Website will be conducted in a civilized and respectful manner. We also expect that our users will help us maintain such a space by reporting abuses and unacceptable behavior when they encounter it.

      2. Unacceptable Behavior or Activity on the Website.

         Please review our Content and Behavior Guidelines , ensure you are familiar with the activities and behavior we prohibit on the Website, and comply with them at all times when using the Website.

   4. Reporting, Investigation, and Appeal.

      Except for intellectual property complaints which are handled differently (see below), if you believe another user is violating the Sphir Terms, we encourage you to report such conduct by flagging the objectionable Content through the flag feature on the Website. We will investigate alleged objectionable Content that is brought to our attention and take actions we deem appropriate. Notwithstanding any other provision of the Sphir Terms, if we initiate an investigation of your Content and/or behavior, you agree to fully cooperate with the investigation, which will include, but not be limited to, fully disclosing and/or providing access to your Content in any way we or our designated agent may require.

      If we determine that you have violated the Sphir Terms or applicable law, you agree to promptly take all steps we deem necessary or appropriate to correct the violation, which may include removing the violating Content and/or discontinuing the violating behavior. You further agree to provide evidence to us that such steps have been taken, which may include giving us access to your account.

      Notwithstanding the forgoing, we reserve the right to deactivate and/or delete an account without notice at any time and for any reason, including if we think the Content or actions associated with the account are inconsistent with the law or do not comply with the Sphir Terms, or if the user fails to adequately cooperate with our investigations. If an account is deleted, all Content associated with that account will be deleted and cannot be retrieved.

      If you are concerned that someone may have incorrectly flagged your Content to us, or you believe your account was deactivated or deleted in error, please contact us at ContentManagement@Sphir.io.

   5. Intellectual Property Infringement and Complaints.

      We respect the intellectual property of others and we intend to follow the requirements of the law. If you believe that your intellectual property rights have been infringed, please submit a claim of infringement to report all types of intellectual property claims including, but not limited to, copyright, trademark, patent, and trade secret misappropriation, as set forth below. Any claim of infringement must be made in English.

      We take allegations of infringement seriously and will respond to claims of infringement when all requested information is provided. We reserve the right to deactivate and/or delete any infringer’s account.

      1. Copyright Infringement.

         Generally, copyright infringement is the unauthorized display, reproduction, distribution, or publication of a copyrighted work, or the creation of a derivative work thereof. We comply with the Digital Millennium Copyright Act of 1998 found at 17 U.S.C. (“DMCA”) and advise you to review our Copyright and Digital Millennium Copyright Act Policy. If you are a copyright owner (or such owner’s authorized representative) and believe your copyrights have been infringed, please follow our  Notice and Procedure for Making Claims of Copyright Infringement.

      2. Trademark Infringement.

         Trademark infringement is the unauthorized use of a trademark or service mark on or in connection with goods and/or services, in a manner that is likely to cause confusion, deception, or mistake about the source of the goods and/or services. If you are a trademark owner (or such owner’s authorized representative) and believe your trademark has been infringed, please follow our  Notice and Procedure for Making Claims of Trademark Infringement.

      3. Patent Infringement.

         Patent infringement is the unauthorized making, using, offering for sale, or selling of a patented invention without permission from the patent holder. If you are a patent owner (or such owner’s authorized representative) and believe your patent has been infringed, please follow our  Notice and Procedure for Making Claims of Patent Infringement.

      4. Trade Secret Misappropriation.

         Trade Secret misappropriation or wrongful disclosure is the unauthorized use of a trade secret acquired through improper means, including where acquisition of the trade secret involves a breach of confidence. In general, public Content on the Website will not be considered a trade secret. If you are the owner of a trade secret (or such owner’s authorized representative) and believe your trade secrets has been infringed, please follow our  Notice and Procedure for Making Claims of Trade Secret Misappropriation.

6. Intellectual Property.
   1. Copyrights.

      All Content we create and/or include in or make available through the Website, including text, graphics, pages, headers, meta data, logos, buttons, emojis, icons, images, audio clips, digital downloads, data compilations, and software is and remains owned by us or the Content supplier, and is protected by United States and international copyright laws. The compilation of all Content we include in or make available through the Website is our exclusive property and protected by United States and international copyright laws.

   2. Trademarks.

      The Sphir logos and the look and feel of the Website, including the graphics, logos, pages, headers, buttons, emojis, icons, scripts, and service names we have included in or made available through the Website, are our trademark and trade dress intellectual property in the United States and other countries. Our trademarks and trade dress may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Sphir. Our trademarks and trade dress are protected by United States and international laws. Click here to see a non-exhaustive list of our trademarks.

      All other trademarks on the Website are the property of their respective owners who may or may not be affiliated with, connected to, or sponsored by us. Reference or appearance on the Website does not constitute or imply endorsement, sponsorship, recommendation, or affiliation.

   3. Patents.

      One or more of the patents owned by us apply to the Website and to the features and services accessible via the Website. Portions of the Website operate under license of one or more patents. Click here to see a non-exhaustive list of our applicable patents and applicable licensed patents. 

7. Third-Party Services.

   You may be able to interact with third-party operating systems, applications, websites, links, software, products and/or services (collectively, the “Other Services”) through the Website. You choose which Other Services you interact with; none of which are endorsed or controlled by us. We encourage you to be cautious and to ask questions before you disclose your personally identifiable information.

   We do not provide you with any licenses to such Other Services, and it is solely your responsibility to obtain all necessary licenses for such Other Services. You are permitted to access and use such Other Services only as consistent with the Sphir Terms and applicable third-party terms.

   Be aware that we have no control over, and assume no responsibility for, any share functionality, content, privacy policies, or practices of any Other Services you choose to access or use. Other Services may access, obtain, collect, aggregate, transfer, disclose, use and/or sell your data -- something over which we have no control.

8. Our Reserved Rights.
   1. Enforcement Considerations.

      We reserve the right to consider your user history and activity when we apply and enforce the Sphir Terms. If we take steps to investigate your use of the Website or we deactivate or delete your account, you agree to reimburse our expenses related to enforcing the Sphir Terms and/or monitoring your activity. We reserve the right to pursue injunctive or other equitable relief. We are not required to notify you of steps taken by us to investigate, limit, and/or terminate your use of the Website.

   2. Deactivation or Deletion of Your Account.

      We reserve the right at any time and in our sole discretion, without notice or liability, to suspend your license to use the Website and to deactivate and/or delete your account, hide, delay or remove your Content, or restrict or suspend your access to certain Website services or features, if we think: (a) you have violated any terms contained in the Sphir Terms; (b) you are misusing or abusing the Website or the Sphir Terms in any way; (c) you pose a security risk to us or your actions could adversely impact the Website, our systems, or any other user; (d) your actions could subject us to any third-party claim or liability; (e) you refuse to cooperate in our investigations and/or fail to respond to requests for information; (f) we have a Dispute with you; (g) we are unable to continue providing the Website to you; (h) your account is no longer associated with a verified email address or has had prolonged inactivity; or (i) for any other reason.

   3. Storage, Transfer, or Disclosure of Information and Data.

      We reserve the right to collect information and data (including all Content you provide, add, or share on the Website to which we have access) and to transfer such information and data to locations throughout the world for storage and/or processing by us or third parties we authorize.

      We reserve the right to access, read, preserve, and/or disclose any information to which we have access that we reasonably believe is necessary to: (a) satisfy any applicable law, regulation, legal process; (b) enforce the Sphir Terms , including any investigations we may conduct to determine whether a violation has occurred; (c) detect, prevent, or otherwise address f raud, security, or technical issues, (d) respond to user support requests; (e) investigate complaints or flagged Content; or (f) protect our rights, property, or safety and those of our users, and/or the public.

   4. Idea Submission.

      We reserve the right to use any feedback, ideas, suggestions, or questions you provide to us in any manner and for any purpose, without any obligation or compensation to you.

9. Disclaimers; No Warranties.

   THE WEBSITE IS PROVIDED TO YOU “AS-IS” AND ON AN “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT REPRESENT OR WARRANT THAT ANY CONTENT IS TRUE, ACCURATE, COMPLETE, RELIABLE, OR ERROR-FREE. WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE WEBSITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS AND THEREFORE ENCOURAGE YOU TO USE INDUSTRY-STANDARD SOFTWARE TO DETECT AND DISINFECT ALL DOWNLOADS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SPHIR OR THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

10. Limitation of Liability and Damages.

    WE EXPRESSLY DISCLAIM ALL LIABILITY TO THE FULLEST EXTENT PERMITTED BY LAW, AND YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY, INCLUDING REGARDING ANY OF THE FOLLOWING:

    • Any use of the Website;
    • Any failure to secure your account login and/or password;
    • Any reliance on information or Content on the Website;
    • Any e-commerce transaction;
    • Any Card Promotion;
    • Any recommendation, endorsement, or testimonial you provide on the Website;
    • The access or use of any Other Services;
    • Content obtained f rom a third-party website;
    • Any conduct or Content of a third party on the Website;
    • Any Content contributed to or obtained f rom the Website;
    • Any unauthorized access, use, or alteration of your Content;
    • The incompatibility of devices or the inability to access the Website;
    • Any personal injury of any kind, including seizures, related to use of the Website;
    • Any property damage of any kind related to use of the Website;
    • Any damages incurred by you in connection with any products or services sold or provided to you by anyone other than us, which you received or learned about through the Website;
    • Any tortious interference related to use of the Website;
    • Any emotional impact related to use of the Website;
    • The interruption or unavailability of the Website for any reason at any time;
    • The failure of any third-party software or services affecting use of or access to the Website;
    • Any inaccurate, disturbing, offensive, or harmful Content; and
    • Any bugs, viruses, or similar code which may be transmitted to or through the Website.

    WITHOUT WAIVING THE FOREGOING, IN ANY ACTION BY YOU TO RECOVER DAMAGES FROM US, YOU AGREE THAT YOUR RECOVERY, IF ANY, WILL BE LIMITED TO THE GREATER OF ONE HUNDRED U.S. DOLLARS OR THE AMOUNT YOU PAID US, IF ANY, FOR PRODUCTS AND/OR SERVICES IN THE SIX MONTHS PRECEDING THE DATE YOU BRING YOUR INITIAL CAUSE OF ACTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS OR REVENUES, OR ANY LOSS OR USE OF DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES. THE LIMITATIONS OF THIS SECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11. Your Release.

    If you have a disagreement with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) f rom claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disagreements. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

12. You Indemnify Us.

    You agree to indemnify and hold us (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents, and representatives) harmless f rom and against any and all claims, demands, losses, damages, obligations, liabilities, costs, and expenses, including attorneys’ fees and expenses, made by a third party, including due to or arising f rom: (a) your access, use, or misuse of the Website, including any Content; (b) your violation of the Sphir Terms ; (c) your breach of any representations, warranties, and covenants; (d) your violation of any third party’s right; (e) access to your account by a third party; (f) your Promotions (see the Card Guidelines for more information about Promotions); (g) your use of any Other Services; (h) any e-commerce transaction (including any product liability claims associated therewith) to which you are a party; or (i) your breach of any law, rule, or regulation. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

13. Legal Disputes.

    READ THIS SECTION 13 CAREFULLY AS IT AFFECTS YOUR RIGHTS AND HAS A SIGNIFICANT IMPACT ON HOW OUR CLAIMS AGAINST EACH OTHER ARE RESOLVED, IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US, AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

    You and we agree that any Dispute (defined below) between us (which, for purposes of this Section 13 includes, without limitation, our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents, representatives, licensors, and subcontractors), including those arising out of or related to access or use of the Website, will be resolved pursuant to the terms of this Section 13. Initiation of the Dispute resolution process constitutes an “action” or “proceeding” under the Sphir Terms.

    YOU AND SPHIR AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR MEMBER IN ANY PURPORTED CLASS OR COLLECTIVE ACTION, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION. UNLESS BOTH YOU AND SPHIR AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S); ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.

    If applicable law precludes enforcement of any of the preceding paragraph’s limitations or conditions as to a particular claim for relief (including arbitrability), then that claim (and only that claim) shall be severed f rom the arbitration and may be brought in court, subject to your and our right to appeal the court’s decision.

    1. Dispute Defined.

       The term “Dispute” shall mean any and all claims or actions based on any theory, including contract, warranty, tort, product liability, strict liability, f raud, consumer protection, subrogation, or any other applicable statute, regulation, ordinance or common law, arising out of or related to: (a) access to or use of the Website; (b) any transactions, including e-commerce, conducted through the Website; (c) the interpretation, validity, or enforceability of any term or provision of the Sphir Terms (including arbitrability); or (d) any other difference of opinion or disagreement.

    2. Notice of Dispute.

       If you have a Dispute with us, you must provide notification of such Dispute to us in writing and may do so by completing our Dispute Form, and, together with any supporting documentation, mailing the Dispute Form to Supirb Technologies, LLC, Attn: Legal Department, 24 Roy Street No. 316, Seattle, WA 98109, USA. Your notification will be deemed given to us on the date we receive your fully completed Dispute Form. We will have 60 days from the date we receive your notification to respond.

       If we have a Dispute with you, we will send notification of the particular Dispute, expressly identified as such, to your account email address, which will be deemed given on the date we email you. We are not required to notify you of steps taken by us to investigate a Dispute.

    3. Agreement to Negotiate a Resolution.

       If a Dispute arises, we each agree to use our best efforts to work together to negotiate a resolution. If we are unable to resolve the Dispute within 90 days of the date notification of such Dispute is received, either you or we may seek to formally resolve the Dispute through binding arbitration as provided in Section 13.4.

    4. Agreement to Arbitrate and Waivers.

       Unless you opt out as provided in Section 13.5 , by accessing or using the Website you irrevocably: (a) agree to arbitrate any Dispute, which we are not able to mutually resolve, through binding arbitration in Seattle, Washington (“Agreement to Arbitrate”); and (b) waive any right to participate in class, collective, or private attorney general actions or arbitration proceedings relating to all Disputes. Arbitration shall be conducted by one arbitrator through JAMS Dispute Resolution Services in accordance with the American Arbitration Association’s Commercial Arbitration Rules and Mediation Procedures (unless use of the commercial rules and procedures is prohibited by applicable law). Any judgment resulting f rom such a proceeding will be enforceable in any applicable country, federal, or state court.

    5. Opt-Out Procedure.

       IF YOU ARE A NEW USER OF THE WEBSITE, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE AND/OR DECLINE TO WAIVE YOUR ABILITY TO PARTICIPATE IN A CLASS, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR ARBITRATION PROCEEDING (“OPT OUT”), BY MAILING US A WRITTEN OPT-OUT NOTICE (“OPT-OUT NOTICE”). YOUR OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE SPHIR TERMS FOR THE FIRST TIME (OR SUCH LONGER PERIOD IF REQUIRED BY LAW). YOU MUST MAIL THE OPT-OUT NOTICE TO SUPIRB TECHNOLOGIES, LLC, ATTN: LEGAL DEPARTMENT, RE: OPT-OUT NOTICE, 24 ROY STREET, NO. 316, SEATTLE, WA 98109.

       For your convenience, we have provided an Opt-Out Notice form. You must fully provide all the information requested by the Opt-Out Notice form, sign the Opt-Out declaration, and mail this Opt-Out Notice form within the required time f rame (or mail a written document containing all of the same information) in order to reject the Agreement to Arbitrate and/or to decline to waive your ability to participate in a class, collective, or private attorney general action or arbitration proceeding. Your Opt-Out Notice must state the nature of your Opt-Out and include your name, address of residence (including street address, city, state, and zip code), the username and email address associated with your Sphir account to which the Opt-Out applies, and your signed declaration. If your Opt-Out Notice is incomplete, unsigned, or late it will not be effective.

       Submitting an effective Opt-Out Notice is the only way to reject this Agreement to Arbitrate and/or decline to waive your ability to participate in a class, collective, or private attorney general action or arbitration proceeding.

       If you Opt-Out as provided in this Section, all other provisions of the Sphir Terms will continue to apply to you. Opting out has no effect on any previous, other, or future arbitration agreements or waivers between you and us.

    6. Arbitration Exclusion.

       Notwithstanding anything in the Sphir Terms to the contrary, we will not be required to arbitrate any Dispute for which we seek equitable and/or other relief for the alleged or actual unlawful use of our trade secrets, copyrights or other intellectual property, or in which we seek indemnification (collectively, the “Excluded Proceedings”).

    7. Revisions.

       Notwithstanding any provision in the Sphir Terms to the contrary, you and we agree that if we revise any provision of this Section 11, such revision shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of such revision. The revised terms shall apply to all other Disputes that have arisen or may arise between you and us. We will notify you of revisions to the Agreement to Arbitrate by posting the revised Sphir Terms on the Website at least 15 days before the effective date of the revision.

14. Basis of the Bargain.

    YOU ACKNOWLEDGE AND AGREE THAT (A) WE HAVE OFFERED USE OF THE WEBSITE, SET PRICES (IF ANY), AND ENTERED INTO THE SPHIR TERMS WITH YOU IN RELIANCE UPON THE INDEMNIFICATION, WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND DAMAGES, AND THE GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION PROVISIONS SET FORTH HEREIN (COLLECTIVELY, THE “BARGAINED TERMS”); (B) THE BARGAINED TERMS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND US; (C) THE BARGAINED TERMS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND US; AND (D) WE WOULD NOT BE ABLE TO PROVIDE ACCESS TO OR USE OF THE WEBSITE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS AND AGREEMENTS.

15. General Provisions.
    1. Governing Law; Costs; Waiver of Jury Trial.

       The Sphir Terms, including any Dispute, will be governed by the laws of the State of Washington, without regard to conflict of law principles, and you hereby irrevocably consent to jurisdiction and venue in Seattle, King County, Washington, and hereby waive all rights to a jury trial. Each party shall pay its own costs related to any Dispute, including attorneys’ fees and expenses; provided, however, the party substantially prevailing in an Excluded Proceeding will be entitled to recover all costs and expenses of such proceeding, including attorneys’ fees and expenses, to the fullest extent permitted by law.

    2. Construction.

       Headings used in the Sphir Terms are for convenience of reference only and will not affect in any way their meaning or interpretation. As used in the Sphir Terms, the plural includes the singular, the singular includes the plural and any reference to the gender of any person shall be deemed adjusted to connote the gender of the person intended to be designated by such reference, and the words “includes” or “including” shall mean including without limitation.

    3. Entire Agreement.

       The Sphir Terms and any other guidelines or policies or legal notices posted on the Website constitute the entire agreement between you and us concerning your access and use of the Website, and such agreement may not be modified except as set forth in Section 1.3.

    4. Severability.

       f any provision of the Sphir Terms is deemed unlawful, void, or unenforceable by an arbitrator or court of competent jurisdiction, then that provision will be limited or eliminated f rom the Sphir Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

    5. Successors and Assigns.

       Your agreement to be bound by the Sphir Terms shall bind and inure to the benefit of the parties’ successors and assigns; provided, however, that neither your agreement to be bound by the Sphir Terms nor any of your rights hereunder may be assigned by you without our prior written consent, which we may grant or withhold in our sole discretion.

    6. Merger or Sale.

       If we are involved in a merger, acquisition, reorganization, sale of assets, or bankruptcy, some of all of the Website, Content, and the information we collect f rom you and learn f rom your use of the Website may be sold or transferred as part of that transaction.

    7. Waiver.

       If we fail to exercise or enforce any right or provision of the Sphir Terms, it will not constitute a waiver of such right or provision. Any waiver of any provision of the Sphir Terms will be effective only in writing and signed by us.

    8. Survival.

       The terms and conditions of the Sphir Terms survive the termination, deactivation, and/or deletion of your user account.

    9. Language.

       All communications between you and us must be in English.

    10. Electronic Communications.

        When you access or use the Website, or send an email, a message, or other communications to us electronically, you consent to receive communications from us electronically by any means. This may include email, text messages, mobile push notices, and/or notices or messages through the Website. You are advised to retain copies of these communications for your records. You agree that all agreements, including the Sphir Terms, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Questions. For answers to some of the most f requently asked questions, review the Easy Reference Guide.

Contact Us. If you have questions regarding the Sphir Terms or your account, you may contact us at SphirTerms@Sphir.io. or Supirb Technologies, LLC, Attn: User Support Department, 24 Roy Street, No. 316, Seattle, WA 98109.