SphereMail welcomes You to its web site and to enjoy the services it makes available to You from its web site (the “Services” or “SphereMail Services”). By checking the "I Agree" box, on the sign-up screen, You are agreeing that these Terms of Service and membership agreement (the "Terms of Service") entered into by and between ("You") and SphereMail, Inc., (below referred to as “SphereMail,” “we,” “our”, “us” or “Company”) and its affiliates (collectively, "SphereMail") (each also referred to in the Terms of Service as a "Party" and collectively as the "Parties"). Now in consideration of the Parties’ mutual promises and 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

You intend to operate as either a coworking space, a business center/executive suites or a Mailbox retail store front (the “Venue”) and desire to enable Your members (“Subscribers”) to access the SphereMail Services described in these Terms of Use. These Terms of Service govern Your membership in the SphereMail, Inc. community and You and Your Subscribers’ access to the Services including the membership portions of the web site located at www.spheremail.co (the "Site”). The Site is operated by SphereMail. Access to and use of the membership portions of the Site are provided by SphereMail to You on the condition that You accept these Terms of Service and SphereMail’s Privacy Policy described herein. If You do not agree to accept and abide by these Terms of Service, You should not access or use the membership portions of the Site.

SphereMail reserves the right, in its discretion, to change or modify all or any part of these 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 SphereMail sending an email to Your email address as listed in Your SphereMail 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 of all of the terms and conditions in these Terms of Service, including any changes or modifications made by SphereMail as permitted above which shall thereafter be incorporated by reference into these Terms of Service. If at any time these Terms of Service are no longer acceptable to You, You should immediately cease use of the membership portions of the Site.

2. Description of services

SphereMail provides members with access to a rich collection of resources, including without limitation, mail tracking, virtual phone numbers, mail management cloud-based web and mobile applications. You understand and agree that the SphereMail Services may include certain communications from SphereMail, such as service announcements, administrative messages and newsletters, and that these communications are considered part of the SphereMail 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 SphereMail Services, including the release of new SphereMail properties, shall be subject to these Terms of Service. You are solely responsible for obtaining access to the SphereMail Services, including, but not limited to all equipment necessary to access the SphereMail Services. You understand that the technical processing and transmission of the SphereMail Services, including Your messages and other communications, may involve (a) transmissions over various networks.

3. Your registration obligations

To obtain access by You and Your Subscribers to the SphereMail Services and dashboard You must register as a “Business or Venue” account. In these Terms of Use, Users with Member accounts will be referred to as “Members” and Users with Business or Venue accounts will be referred to as “Business or Venue.” In connection with registering for, using or participating in the Service, You agree (i) to provide accurate, current and complete information about You and/or Your Business or Venue as requested by SphereMail ("Registration Data"); (ii) to maintain the confidentiality of Your password and other information related to the security of Your account; (iii) to maintain and promptly update the Registration Data and any other information You provide to SphereMail, to keep such information accurate, current and complete; and (iv) to be fully responsible for all use of Your account and for any actions that take place through Your account.

If You use the Service on behalf of a company or other organization, You represent and warrant that You are authorized to bind such company or organization to these Terms of Use and to act on behalf of such company with respect to any actions You take in connection with the Service. You agree to respond promptly and completely to requests from SphereMail for additional information that SphereMail deems necessary to determine Your authority to act on behalf of a company or organization. SphereMail may suspend or terminate Your access to the Service and Your account if SphereMail has reason to believe that You are not authorized to act on behalf of a company or organization for which You claim to be acting in connection with the Services.

4. Subscriptions between members and businesses or venues

Your Subscribers must agree to abide by the following policies:

1. Your Subscribers must agree to be bound by and comply with any additional terms, conditions and policies provided by You relating to the use of a specific Service, including compliance with The United States Postal Service, IT access and use procedures, and other terms or procedures provided by Your Business or Venue. Such Venue-specific terms and conditions may be provided in electronic format through the Services or in hard copy format.
2. Your Subscribers may not use the Services or Your Venueto carry out any illegal activities or use the physical space in violation of law.
3. You acknowledge that the Service is a web or mobile platform only. Your transactions, communications and interactions with any other users of the Service (“Users”), including transactions, communications and interactions initiated through the Service, are solely between You and such Users, and You are solely responsible for such transactions, communications and interactions.
4. You acknowledge that SphereMail does not offer mail service and SphereMail does not act as an agent for Your Business or Venue or any other Member. Instead, SphereMail provides the Service to allow Members and their Users to transact and communicate directly with one another. SphereMail may, but has no obligation to, monitor disputes between You and any other Users relating to the Service. SphereMail is not responsible or liable in any manner for any loss or damage arising out of Your transactions, communications and interactions with any other Users and You hereby release SphereMail from any and all claims, causes of actions, obligations or liabilities arising from or relating to such transactions, communications and interactions.

5. Account security

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 SphereMail is authorized to accept Your user name and password as conclusive evidence of Your activities under Your account. SphereMail shall have no obligation, liability or responsibility to monitor the activities occurring within the SphereMail Services, the Site and under Your user name and password. You agree to (a) immediately notify SphereMail 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. SphereMail 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.

6. Privacy policy

You understand that through Your and Your Subscribers’ use of the Services You consent to the collection and use (as set forth in the SphereMail Privacy Policy) of information, including the transfer of this information to the United States and/or other countries for storage, processing and use by SphereMail 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 SphereMail Privacy Policy.

You acknowledge, consent and agree that SphereMail 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:

1. comply with legal process;
2. enforce the Terms of Service;
3. respond to claims that any Content violates the rights of third parties;
4. respond to Your requests for customer service;
5. protect the rights, property or personal safety of SphereMail, its Users and the public.

7. Limited license

All SphereMail content on the Site and otherwise available through the Service, including designs, text, graphics, images, video, information, software, audio and other files, and their selection and arrangement (the "Site Content"), are the proprietary property of SphereMail, its users or its licensors. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, other than as expressly permitted in these Terms of Use. You and Your Subscribers may access and use the Service and the Site Content and download or print a reasonable number of copies of portions of the Site Content solely for Your and Your Subscribers’ personal or business use, provided that the User maintains all copyright or other proprietary notices on all copies of such Site Content. Except for Your own User Content, You may not publish or otherwise distribute Site Content, including via the Internet or any intranet or extranet site, or incorporate the Site Content in any other database or compilation. You may not use any data mining, robots, scraping or similar data gathering or extraction methods to obtain Site Content. Any use of the Site or the Site Content other than as specifically authorized herein is prohibited and will automatically terminate Your rights with respect to use of the Service and the Site Content granted herein. All rights of SphereMail or its licensors that are not expressly granted in these Terms of Use are reserved to SphereMail and its licensors.

8. Use of content and software license

You acknowledge that the Site Content contains or may contain information, text, software, illustrations, graphics, messages and other material which is protected by copyright, trademark or other proprietary rights of SphereMail or other third parties (including other members). Site Content is provided to the Site through members entering into a separate agreement, on a non-exclusive basis. You and Your Subscribers may download Site Content only in accordance with these Terms of Service. You and Your Subscribers may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, reverse engineer or in any way exploit any of the Site Content, in whole or in part, except as otherwise expressly permitted in these Terms of Service.

You and Your Subscribers may display certain information on designated portions of the Site or otherwise through the Service regarding You or their organizations and, as a Venue Owner, Your facility's profile (a “Profile”). Your Profile will display to other Users certain of Your Registration Data and other content about You that You upload or otherwise provide to SphereMail for use in Your Profile (collectively the “Profile Content”). You agree to provide accurate and current information in Your Profile and to promptly update the Profile Content to keep it accurate and current. All Profile Content is the sole and exclusive property of You and/or Your Subscribers.

You are solely responsible for the Profile Content, messages, notes, text, information, and any other content that You upload, publish, display or otherwise provide to SphereMail for display (hereinafter, "post") on or through the Service, or transmit to or share with other Users (collectively, "User Content"). You may not post, transmit, or distribute User Content that You did not create or that You do not have permission to post. You understand and agree that SphereMail may, but is not obligated to, review the Site and may delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including User Content that SphereMail believes violates these Terms of Use. SphereMail has no backup or storage obligations regarding User Content. You are solely responsible at Your sole cost and expense for creating backup copies and replacing any User Content or Site Content You post or store on the Site or provide to SphereMail. SphereMail does not verify the accuracy or authenticity of any User Content, including any business description or facility information provided by You, and makes no representations or warranties with respect to any User Content. When You post User Content to the Site, You grant SphereMail an irrevocable, perpetual, non-exclusive, transferable, fully paid, limited, worldwide license (with the right to sublicense) to use, reproduce, publicly perform, publicly display, modify, translate, excerpt (in whole or part), publish and distribute such User Content on the Site and for no other purpose. Subject to the rights granted to us in these Terms of Use, You retain ownership of Your User Content and Your Subscribers retain ownership of their respective User Content.

9. Payment terms

You will not be charged for Your access to SphereMail’s web or Mobile application. You may establish the subscription fees and plans for Your Subscribers (the “Service Fees”). You have a choice to elect between Revenue Share or pay by user-license.

9.1 Processing of Customer Personal Data

SphereMail will collect Service Fees directly from Your Subscribers at the rates and in the intervals established by You. You are entirely responsible for ensuring that Your Subscribers:

1. Pay all Service Fees in U.S. Dollars, or your local currency that to U.S. Dollars, and understand that Service Fees are non-refundable.
2. Provide SphereMail with a valid credit card or other payment method approved by SphereMail, and authorize SphereMail to automatically charge the Service Fees in advance, or as otherwise agreed in writing between You and SphereMail, until their subscription for the Services is cancelled or otherwise terminated.

If a Subscriber’s Service Fees are not paid on a timely basis, including without limitation due to an invalid or expired credit card number, You agree to make reasonable efforts to assist SphereMail’s collection of the Service Fees from Your defaulting Subscriber. SphereMail may, in addition to any other available remedies, suspend or terminate the defaulting Subscriber’s use of the Services, and any unpaid amounts will bear interest at a rate of FIFTEEN percent (15%) per month (or the highest rate permitted by law, if less) until fully paid. To the fullest extent permitted by law, refunds (if any) are at the sole discretion of SphereMail and nothing in these Terms of Service obligate SphereMail to extend credit to any party.

Service Fees collected, net of the Processing Fee described below and the phone and phone use charges described in section 10 (“Payments”) shall be remitted to You via direct deposit to Your bank account, regular check, or electronically no later than 15 days after the previous month's end. Payments and a report detailing the monthly usage of the Services by Your Subscribers is available on SphereMail's website. To the fullest extent permitted by law, You and Your Subscribers waive all claims relating to charges and Service Fees unless claimed within 30 days after the charge (without prejudice to Your Subscribers’ credit card issuer rights).

To ensure proper payment, You are entirely responsible for maintaining accurate contact and payment information associated with Your account, which includes, without limitation, applicable tax information. In addition, You shall keep complete and accurate records regarding payment by Your Subscribers. SphereMail may audit such records to confirm proper payment hereunder and otherwise confirm compliance with these Terms of Service.

9.2 User-license election

To ensure proper payment, You are entirely responsible for maintaining accurate contact and payment information associated with Your account, which includes, without limitation, applicable tax information. In addition, You shall keep complete and accurate records regarding payment by Your Subscribers. SphereMail may audit such records to confirm proper payment hereunder and otherwise confirm compliance with these Terms of Service.

Late fee: User license and other services offered to be paid on the 1st. of each month and will considered late after the 15th of the month if not. The operator account will deactivated (canceled) and a late payment fee will be assessed for each operator account.

10. Phone and phone usage charges

1. SphereMail shall deduct, on a monthly basis, $10.00 (Ten dollars) for a local number or a toll free plus 30% for every virtual phone purchased by Your Subscribers. Charges will only take effect after a phone number is purchased.
2. SphereMail shall deduct $0.04/minute (local number) or $0.06/minute for a toll free number plus 30% for all incoming and outgoing calls made by Your Subscribers. Charges will only take effect after phone minutes are used.
3. If you elect to offer free minutes, SphereMail shall deduct, on a monthly basis, $10.00 (Ten Dollars) for a number plus 30% for every virtual phone purchased by Your Subscribers. Charges will only take effect after a phone number is purchased.

11. Refunds and charge disputes

1. SphereMail shall deduct from monthly Payments any refund amounts credited by You to Your Subscribers.
2. SphereMail deduct a $15.00 dispute fee plus any refund amounts credited to the Subscriber by their financial institution in the event any charges are disputed by the Subscriber.
3. SphereMail shall do its best and in good faith to resolve the disputed charges and notify You of the outcome within 180 days. SphereMail may request from You any communication between You and the disputing Subscriber to help assist in resolving the dispute.
4. In its collection and dispute resolution activities under this Agreement and in all other dealings with Subscribers, SphereMail will fully comply with all applicable federal and Commonwealth consumer laws and regulations.

12. Trademarks

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

13. Rules of conduct on this site.

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 SphereMail, are entirely responsible for all Content that You or Your Subscribers upload, post, email, transmit or otherwise make available via the SphereMail Services. SphereMail does not control the Content posted via the SphereMail Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the SphereMail Services, You may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will SphereMail 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 SphereMail Services.

You agree to not use the SphereMail 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. Harm minors in any way.
3. Impersonate any person or entity, including, but not limited to, any SphereMail 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 SphereMail Service.
5. Upload, post, email, transmit or otherwise make available any Content that You or Your Subscriber does not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information or 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 dialog, cause a screen to "scroll" faster than other users of the SphereMail 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 SphereMail Services or servers or networks connected to the SphereMail Services, or disobey any requirements, procedures, policies or regulations of networks connected to the SphereMail Services, including using any device, software or routine to bypass our robot exclusion headers.
11. 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 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.
14. Collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through m above.

You acknowledge that SphereMail may or may not pre-screen Content, but that SphereMail 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 SphereMail Services. You acknowledge that any screening of Content performed by SphereMail is done as a courtesy only. Without limiting the foregoing, SphereMail and its designees shall have the right to remove any Content that violates the Terms of Services or is otherwise objectionable to SphereMail, 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 SphereMail or submitted to SphereMail, including without limitation information in SphereMail message boards and in all other parts of the SphereMail Services.

You understand that the SphereMail Services and software embodied within the SphereMail 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 SphereMail and/or third party Content providers who provide Content to SphereMail. You may not attempt to override or circumvent any of the usage rules embedded into the SphereMail. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the SphereMail Services, in whole or in part, is strictly prohibited.

14. Contributions to SphereMail

By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to SphereMail, You acknowledge and agree that:

1. Your Contributions do not contain confidential or proprietary information.
2. SphereMail is not under any obligation of confidentiality, express or implied, with respect to the Contributions.
3. SphereMail 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.
4. SphereMail may have something similar to the Contributions already under consideration or in development.
5. Your Contributions automatically become the property of SphereMail without any obligation of SphereMail to You.
6. You are not entitled to any compensation or reimbursement of any kind from SphereMail under any circumstances.

15. No commercial reuse of SphereMail's services

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 SphereMail Services (including Content, advertisements, software but excluding copies of Images that You have purchased and obtained the right to use).

16. SphereMail's proprietary rights

You acknowledge and agree that the SphereMail Services and any necessary software used in connection with the SphereMail 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 SphereMail 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 SphereMail 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 SphereMail Services, such Content or the Software, in whole or in part.

SphereMail grants to You a personal, non-transferable and non-exclusive right and license to use the object code of its Software; 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, or sell, assign, sub-license, 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 SphereMail Services.

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

17. Mail services to subscribers

This section applies to Your Subscribers.

Letters and packages delivered by any carrier or any type of delivery (“Mail”): Subscribers must complete the United States Postal Service (“USPS”) Form 1583, sent to You or them via email.

To activate any of Your Subscription plans, USPS Form 1583 must executed in person or notarized and mailed to our address below along with the California USPS acknowledgment Form.

1. Postage due on Your behalf or cash on delivery may not be accepted.
2. In regards to international mail and package forwarding, You acknowledge that, and in compliance with international laws and treaties, SphereMail partners may be 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 SphereMail's 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, SphereMail partners 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. SphereMail partners may not forward mail or packages to Cuba, Iran, Nigeria, North Korea, Sudan, or Vietnam unless otherwise permitted under U.S. law.
4. You hereby waive any rights, and release and hold SphereMail and SphereMail partners 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 SphereMail or its partners 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 SphereMail and SphereMail partners 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 SphereMail and SphereMail partners reserve the right to open the item and attempt to determine the intended recipient or sender. If SphereMail or SphereMail partners are unable to deliver it to its intended recipient or return it to its sender after opening the item, SphereMail or its partners will dispose of the item without compensation to anyone, the sender, the receiver or the carrier.
7. You agree not to publish any of SphereMail partners’ remote addresses if You are not current in Your payments to SphereMail or its partners.
8. Any mail or package missing Your assigned (# or PMB) number or containing 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 SphereMail or its partners.

18. Special admonitions for international use and export and import compliance

Recognizing the global nature of the Internet, You agree to comply with all local rules regarding online conduct and acceptable Content. Use of the SphereMail Services and transfer, posting and uploading of software, technology, and other technical data via the SphereMail 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:

1. 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 SphereMail Services to parties identified on such lists.
2. Agree not to use the SphereMail Services for military, nuclear, missile, chemical or biological weaponry end uses in violation of U.S. export laws.
3. Agree not to transfer, upload, or post via the SphereMail Services any software, technology or other technical data in violation of U.S. or other applicable export or import laws.

19. Representations and warranties

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, You have both the apparent and actual authority to bind such company to deliver its obligations under these Terms of Service.
3. No portion of the Content as delivered to SphereMail from Your account from time to time will knowingly 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 to your best knowledge all Content provided by You will be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the SphereMail 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 SphereMail Service, or the Site in any way.
4. As a Venue, any facility You offer for mail service hereunder is in sound and safe condition and free of any known conditions or defects that would pose a hazard to or risk the safety of any Subscriber.

20. Indemnity

1. You agree to indemnify, defend and hold SphereMail and its business partners, affiliates, and their respective directors, officers, employees, shareholders, agents and licensors of Content (collectively, the “SphereMail Parties”) harmless from and against any and all claims, demands, liability, losses, costs and expenses (including reasonable legal fees and costs) incurred by any SphereMail Party as a result of or in connection with:
   1. any use or alleged use of the Site, the SphereMail Services, or provision of Content occurring under Your user name by any person, whether or not authorized by You;
   2. Your connection to the SphereMail Services;
   3. Your violation of the Terms of Service; or (iv) Your violation of any rights of another while using the SphereMail Services. The obligations under this Section 20 shall survive expiration or earlier termination of this Agreement.
2. SphereMail 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 cooporate with SphereMail's defense of such claim. exclusive defense and control of any matter otherwise subject to indemnification by You, and in such case, You agree to cooporate with SphereMail's defense of such claim.

21. Term and termination

1. Termination for Convenience. Operator (Licensee) may terminate this Agreement or any Order Form for any reason upon thirty (30) days’ written notice to Licensor (SphereMail). In the event that Operator (Licensee) exercises this termination for convenience option, the aggregate total of monthly minimum commitment payments due to SphereMail for the remainder of the current term shall be due and payable to SphereMail in a lump sum from Licensee as a condition of termination.
2. Termination for Cause. This Agreement may be terminated at any time if either Party fails to perform any of its material obligations hereunder and such failure continues for fifteen (15) days following written notice from the non-breaching Party. For these purposes (a) any obligation of Licensee to pay any amount to SphereMail shall be treated as a material obligation, and (b) if Licensee fails to make a required payment by the due date and fails to remedy such non-payment in 15 days, SphereMail may, in its discretion, immediately terminate this Agreement and any access to the Platform without giving written notice of such failure or any additional failure.
3. Effect of Termination/Non-Renewal. Upon any termination or non-renewal of this Agreement, the License shall terminate, and Licensee shall have no further rights to offer the White Label Services or White Label SphereMail platform. (Operator) Licensee is still obligated to pay SphereMail all amounts owed for the remaining Term pursuant to this Agreement and any outstanding Order Form, as well as any pending or owed Transaction Fees.
4. 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 SphereMail) or in the Registration Data (for You), if the other Party:
   1. 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;
   2. makes an assignment for the benefit of creditors;
   3. 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;
   4. is adjudicated insolvent or bankrupt;
   5. is in breach of the Terms of Service.
5. In addition, SphereMail 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:
   1. in the reasonable opinion of SphereMail, any material misrepresentation made as to the capacity, identity or copyright ownership of the Images You provided hereunder;
   2. no log-in or other activity in the account for twelve (12) months.

22. Disclaimer of warranties

1. The site and the SphereMail services are provided by spheremail 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 merchantability or fitness for a particular purpose. SphereMail does not represent or warrant that the site, the SphereMail services, or the content will be uninterrupted or error free.
2. SphereMail does not represent or warrant that the site, the SphereMail services, or any content will be free of viruses or similar contamination or destructive features.
3. Limitation of liability.
   1. You assume all responsibility and risk for use of the site, the mobile application and the SphereMail service including, without limitation, for any of the content downloaded from your account.
   2. In no event shall SphereMail or any of its respective 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 SphereMail services, the content or any part thereof, or any rights granted to you hereunder, even if SphereMail 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.
   3. In any event, SphereMail's total maximum aggregate liability under these terms of service or in respect of the use or exploitation of any or all part of the site, the spheremail services, or the content in any manner whatsoever shall be limited to the fees collected by SphereMail for the content that is the subject matter of the claim, but in any event will not exceed ten ($10.00) united states dollars.
   4. 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 spheremail or any of its directors, officers, employees, shareholders, partners, agents or licensees shall be limited to the greatest extent permitted by law.

23. Miscellaneous

These Terms of SERVICE and the Privacy Policy constitute the entire agreement between You and SphereMail regarding You and Your Subscribers’ use of the Service and supersede any prior agreements between You and SphereMail relating to Your use of the Service. The failure of SphereMail to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Service is determined to be unlawful, void or for any reason unenforceable, such determination shall not affect the validity and enforceability of any of the remaining provisions. These Terms of Service may be accepted in writing or electronically.

24. Applicable law; notice; waiver of jury trial and class action suits; dispute resolution.

The Site and the SphereMail Services are controlled, operated and administered by SphereMail from within the State of California, U.S.A. Although the Site and the SphereMail 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 Your Registration Data as originally provided or as updated from time to time.

Any and all disputes arising out of, under or in connection with these Terms of Service, including without limitation, their validity, interpretation, performance and breach, shall be submitted to arbitration in Los Angeles, California, pursuant to the rules of the American Arbitration Association in effect at the time arbitration is demanded.

If SphereMail is obligated to go to court or arbitration to enforce any of its rights, or to collect any fees, You agree to reimburse SphereMail for its legal fees, costs and disbursements if SphereMail is successful.

25. 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 SphereMail 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 of the same term or condition, or a waiver of any other term or condition, of these Terms of Service. The failure of either 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 these 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 are not assignable by You or them without SphereMail's prior written consent. SphereMail may assign these Terms of Service without Your consent to any other party so long as such party agrees to be bound by their terms.
7. 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.
8. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect.
9. The Parties have requested that these Terms of Service and all related documents be drawn up in English.
10. These Terms of Service can be amended by the written agreement of the Parties or by SphereMail sending an email to Your email address as listed in Your SphereMail account. Your continued access to the SphereMail 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.
11. 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.

26. Contact

If You have concerns relating to the Site, the SphereMail Service or the Terms of Service, please contact SphereMail at support@spheremail.co. Or mail us at 1714 Stockton, Suite 300, San Francisco, CA 94133.

27. Acknowledgment and agreement

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 SphereMail 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 they contain, 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.