, LLC, a Washington limited liability company
, and we own and operate the Sphir website (www.sphir.io; the
, the Sphir social media platform accessed from the Website (the
, and any and all services offered through the Website and Platform (collectively, the
(the Website, Platform, and Services are collectively referred to herein as the
By using any of the Technology, you are agreeing to comply with and be bound by these
; available at www.sphir.io/privacy_policy), and the
available at (www.sphir.io/privacy_policy) (the Terms, Policy, and Guidelines are collectively referred to herein as the
Please review the following terms carefully.
Acceptance of Agreements.
By accessing or using any of the Technology, you expressly agree to be subject to the Sphir Rules. If you do not agree to be subject to the Sphir Rules, you must not access any of the Technology.
The Technology is intended for users who are 18 years of age or older and who are capable of entering into legally binding contracts. If you are under 18 years of age or are incapable of entering into a legally binding contract, please do not access or use any of the Technology.
Code of Conduct.
General Purpose. The Technology is a social network built on honesty and mutual respect amongst its users and the general public. Sphir honors Technology users’ civil rights, including without limitation freedom of speech rights under the United States Constitution. With these freedoms in mind, Sphir has adopted a balanced approach to Technology user conduct that protects your civil rights, while enforcing honest, respectful, and legal activity on the Technology.
Discriminatory and Bullying Conduct.
Sphir does not condone discriminatory or bullying conduct on the Technology including without limitation:
- hate speech;
- threats of violence; or
- bullying against a person or group based on race, religious beliefs, country of origin, ethnicity, sexual orientation, disability, or gender.
Any conduct referencing suicidal acts, threats of suicide, or threats of bodily harm, whether to one’s self or another on the Technology, will be taken seriously and should be reported to Sphir immediately.
Terrorist Acts and Conduct.
Sphir takes any warning, planning, or communication of terrorist acts to persons, entities, and properties very seriously. Sphir urges all Technology users to report any suspected terrorist-type activities. Any and all types of terrorist activity on the Technology, whether warning or communication of the same, will result in restricted or termination of access to the Technology, and reporting to applicable enforcement.
Sphir does not permit any content on the Technology that constitutes or consists of:
Uploading any such content to the Technology constitute grounds for immediate and permanent termination of access to the Technology.
- inappropriate nudity;
- sex work or the promotion of prostitution, including virtual sex acts; or
- child pornography.
- Human trafficking.
- Sexual abuse of any kind.
Materials, including but not limited to text, data, images, graphics, photos, audio, audiovisual, videos, and content of any nature provided on the Technology by a user (collectively,
is owned by the user contributing such User Content. As a user of the Technology, you are solely responsible for your own User Content. By transmitting your User Content through or on the Technology, you represent that you have all rights and authorizations necessary to post, submit, display, produce, or otherwise transmit your User Content to the Technology.
Content and Marks.
Unless considered User Content, Sphir owns or lawfully uses all of the content contained in the Technology including: (a) any text, software, graphics, photos, sounds, music, videos, designs, compilations, magnetic translations, digital conversion interactive features and the like (collectively, the
(b) any trademarks, service marks, trade dress and logos, whether owned by Sphir or any third party (collectively, the
and (c) any know-how, methodologies, equipment, or processes used by Sphir to provide the Technology (collectively, the
The Content, Marks, and Procedures are provided to you “as-is” for your personal use and may not be downloaded, copied, reproduced, distributed, transmitted, broadcasted, displayed, sold, licensed or otherwise exploited for any other purposes whatsoever not expressly permitted under these Terms without the prior written consent of Sphir and any other respective owners. All rights not expressly granted under this subsection of these Terms are expressly reserved.
Licenses to Sphir and Waiver of Rights.
Unless as otherwise provided in the Sphir Rules, by using the Technology, you acknowledge and agreethat you waive your moral rights to be identified as the author on any and all of your User Content.
If you believe that your work has been copied or displayed on the Technology in a way that constitutes copyright infringement or infringement of another party’s right, please submit a notice with the following information to Sphir’s Copyright Agent (pursuant to 17 U.S.C. § 512(c)(2)) via mail or e-mail as provided below:
- Your address, telephone number, and email address;
- A description of the work(s) that you claim have been infringed;
- A description of where the alleged infringing material(s) are located;
- A statement by you that you have a good faith belief that the disputed use of such work(s) are not authorized by the owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that all of the information in your notice is accurate and that you are the owner or are authorized to act on the owner’s behalf; and
An electronic or physical signature of the person authorized to act on behalf of the owner of the work(s).
Should work(s) you had uploaded to the Technology be removed or disabled by Sphir based upon a notice submitted by another Technology user, or rights holder, pursuant to this subsection of the Terms, and you believe that such a compliant is incorrect or submitted in error, you may submit a counter notice to Sphir’s copyright agent via the e-mail or mailing address detailed above including the following information:
Lucas S. Michels
Ironmark Law Group
215 N.E. 40th Street, Suite C-3
Seattle, Washington 98105
Tel: +1 (206) 547-1914
- Your address, telephone number, and email address;
- A description of the work(s) that have been removed or to which access has been disabled and the location at which the work(s) appeared before it was removed or access to it was disabled;
- A statement by you, made under penalty of perjury, that you have a good faith belief that the work(s) were removed or disabled as a result of mistake or misidentification of material to be removed or disabled;
- A statement that You consent to (a) the jurisdiction of Federal District Court for the judicial district in which you are located (if you reside in the United States), (b) the jurisdiction of any Federal District Court in which Sphir may• be located (if you reside outside of the United States), and (c) that you or your agent will accept service of process from the person or agent who provided the original notice to Sphir; and
- Your or your agent’s electronic or physical signature.
You will defend, indemnify, and hold harmless Sphir, and any of Sphir’s employees, shareholders, officers, directors, agents, parent entities, subsidiary entities, and other affiliates (collectively, the Affiliated Parties) from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses, including, without limitation, attorneys’ fees and costs, arising from:
- your use or misuse of the Technology;
- your violation of any terms of the Sphir Rules;
- your violation of any third-party right; or
- any claim that your use of the Technology caused damage to any third party.
Limitation of Liability.
Your use of the Technology is at your sole risk. To the fullest extent permitted by law, Sphir disclaims all warranties, express or implied, in connection with your use of the Technology, and will in no event be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages, whatsoever resulting from:
The foregoing liability limitations apply to the fullest extent permitted by law.
- use of the Technology;
- reliance of information or content provided on the Technology;
- use of any third-party website linked from the Technology;
- incompatibility or inaccessibility of the Technology;
- personal injury or property damage of any kind resulting from your use of the Technology;
- interruption or unavailability of the Technology;
- inaccurate information posted on the Technology; and
- bugs, viruses, or similar code which may be transmitted to or through the Technology.
Representations and Warranties.
You represent and warrant that:
- (a) you are 18 years of age or older and are able to accept and comply with the Sphir Rules;
- (b) all information you provide on the Technology is accurate and truthful;
- (c) you will not use, copy, or distribute in any medium, any part of the Content, Marks, or Procedures other than for purposes expressly provided for in these Terms;
- (d) unless expressly permitted in writing by Sphir, you will not alter or modify any part of any of the Technology, nor circumvent, disable, or otherwise interfere with the security, copy-protection, or use-restriction features of the Technology;
- (e) you will not access the Website or Platform through any technology or means other than as explicitly authorized by Sphir;
- (f) you will refrain from any act in relation to the Technology that is in breach of any law or regulation of any applicable jurisdiction;
- (g) you will not use the Technology for selling or distributing your Website or Platform account information (i.e. username(s), password(s), or account(s)) unless expressly permitted in writing by Sphir;
- (h) you will refrain from any act in relation to the Technology that will harm Sphir or any third party;
- (i) you will not access without authority, interfere with, damage or disrupt any part of the Technology, or any equipment, network, or software on which the Technology is stored;
- (j) you will not infringe, breach, or misappropriate any right of Sphir, any Affiliated Party, or any other third party through your use of the Technology;
- (k) you will not in any way use the Technology to communicate or transmit any information that may be deemed obscene, indecent, pornographic, vulgar, profane, racist, sexist, discriminatory, offensive, derogatory, harmful, harassing, threatening, embarrassing, malicious, abusive, hateful, menacing, defamatory, or untrue;
- (l) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and you are not listed on any U.S. Government list of prohibited or restricted parties;
- (m) you will refrain from any act contrary to any specific rule or requirement provided in these Terms;
- (n) you will ensure that any charges incurred by you on the Technology will be honored by your credit card company, and you will pay the charges you incurred on the Technology, including any applicable taxes.
You represent and warrant that:
Content on a third-party website or application linked from Technology (collectively,
may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited without the authorization of such third-party website or application owner. Sphir does not endorse any content, opinion, recommendation, or advice expressed in any Third-Party Content.
Third-Party Product and Service Providers.
Sphir may use third- party product and service providers to assist in the operation of the Technology including without limitation hosting, hardware, software, networking, storage, and related technology required to provide the Technology (collectively,
Sphir will make a good faith effort to notify and assist in remedying any failure of any Third-Party Provider to sufficiently provide any such services, but Sphir will not be liable to you for any failure of a Third-Party Provider to provide any such service to the Technology.
The Technology may include various third- party software components or software services (
that are provided to you under separate license terms with owners of such Third-Party Software owners (collectively,
You are permitted to use Third- Party Software in conjunction with the Technology, provided that such use is consistent with the Sphir Rules, and applicable Third-Party Terms.
The Technology may also enable interoperation with certain third-party operating systems and applications not included or authorized by Sphir. Sphir does not provide you with any licenses to such third- party operating systems and applications, and it is solely your responsibility to obtain all necessary licenses for such third-party operating systems and applications from their owners’ respective vendors.
Enforcement After Termination.
All provisions of these Terms will survive termination of your use of the Technology including without limitation ownership provisions, warranty disclaimers, indemnity and limitations of liability.
The Website and Platform is based in the United States and are deemed to be passive websites that do not give rise to personal jurisdiction over the Technology, either specific or general, in jurisdictions other than the State of Washington. Those who access or use the Technology fromanother jurisdiction other than the U.S. are responsible for compliance with such jurisdiction’s laws and regulations.
Governing Law, Jurisdiction and Dispute Resolution.
This Terms will be governed by and interpreted under the laws of the State of Washington. The parties will conduct friendly negotiations to resolve any dispute arising from or out of the Sphir Rules, which may include mediation if requested by either party. Should mediation fail, you irrevocably consent to resolve any dispute or conflict arising out of or relating to the Terms by binding arbitration in Seattle, Washington by one (1) arbitrator through JAMS
Dispute Resolution Services,
and in accordance with the
American Arbitration Association’s Commercial Arbitration Rules and Mediation Procedures.
Any judgment resulting from such a proceeding will be enforceable in any applicable state or federal Court. The party substantially prevailing in any such proceeding will be entitled to recover all costs and expenses of such proceeding, including attorney’s fees and costs.
These Terms will be binding on and inure to the benefit of you and Sphir, and both parties’ respective successors, assigns, heirs and personal representatives. You will not assign or transfer any right or obligation under these Terms without the prior written consent of Sphir and any attempted assignment without Sphir’s prior written consent will be null and void. Sphir may transfer any rights or obligations under these Terms without your prior written consent.
Completeness and Severability.
The Sphir Rules and any other legal notices published by Sphir on the Technology constitute the entire agreement between you and Sphir concerning your use of the Technology. If any provision of these Terms is deemed invalid by a Court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which remain in full force and effect.
No term or provision of these Terms will be considered waived by Sphir, and no breach excused by Sphir, unless such waiver or consent is in writing and signed by Sphir. The waiver by Sphir of, or consent by Sphir to, a breach, of any provision of these Terms by you will not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by you.
Terms and Website Modification.
Sphir reserves the right, at its sole discretion, to modify or replace any and all of the terms of these Terms, or change, suspend, restrict, or discontinue the Technology, or any aspect or portion thereof, at any time by posting a notice on the Technology, or sending you a notice via e- mail.
Questions about the Technology should be sent to Sphir via e-mail to firstname.lastname@example.org or via mail to
Attn: Services Questions,
at Supirb Tech, 24 Roy St. #316, Seattle, WA 98109.
If you do not agree with these Terms, you must immediately terminate your use of the Technology.