TERMS & CONDITIONS
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Sphere Terms & Conditions

The following Terms and Conditions of Use (these “Terms”) set forth the terms of use governing these applications, websites, content, products, and services (the “Services”).

Please read the following Terms carefully before you use the Services or submit any information through the Services. Your use of the Services and/or your submission of any information through the Services constitutes your agreement to be bound by these Terms without limitation or qualification and creates a binding agreement between Stellar Guidance Technologies Inc. (“Sphere” or “we”) and you (the “Agreement”). By accessing and/or using the Services, or clicking any button to indicate your consent, you accept and agree to be bound by these Terms, just as if you had agreed to these Terms in writing. If you do not agree to these Terms, do not use the Services. IF YOU ARE NOT WILLING TO BE BOUND BY THESE TERMS, DO NOT USE THE SERVICES AND DO NOT SUBMIT ANY INFORMATION THROUGH THE SERVICES.

These Terms may be modified from time to time. Modifications shall be effective immediately upon being posted on the Services. You should read these Terms whenever you visit the Services so that you are aware of any modifications. Your use of the Services after modifications have been posted constitutes your agreement to be bound by these Terms as modified.


Terms of Use
  1. Restrictions on Use of the Services You may access and view the content on the Services on your computer or other device and, unless otherwise indicated in these Terms, make single copies or prints of the content from the Services solely for your personal, non-public, internal and non-commercial use. Except as expressly permitted by the foregoing sentence, you may not reproduce, redistribute, publish or otherwise use by electronic or any other means any content from the Services. For the avoidance of doubt, unless otherwise specifically indicated in these Terms or on the Services, use of the Services is only for your personal, internal and non-commercial use. You further agree that you may not alter, edit, delete, remove, otherwise change the meaning or appearance of, or repurpose, any of the content, code, data, or other materials on or available through the Services, including, without limitation, the alteration or removal of any trademarks, trade names, logos, service marks, or any other proprietary content or proprietary rights notices.

  2. Ownership Sphere owns, solely and exclusively, all rights, title and interest in and to the Services. All of the content on the Services, including without limitation all text, images, graphics, sounds and software code, is the copyrighted work of Sphere or others and your use of all such content is subject to the restrictions set forth in paragraph 1 above. The Sphere trademarks and logos are owned by Sphere and may not be used or displayed without the prior written consent of Sphere. All trademarks, service marks and company names and logos appearing on the Services are the property of their respective owners and may not be used in connection with products and/or services that are not related to, associated with or sponsored by their rights holders, or in a manner likely to cause customer confusion, or in any manner that disparages or discredits their rights holders. Your misuse of the trademarks displayed on the Services is strictly prohibited. No right, title or interest in any Services content, code, data or materials, or in any trademarks, service marks or company names and logos appearing on the Services is transferred to you as a result of your use of the Services. If you make use of the Services, or the content, code, data or materials thereon or available through the Services, except as otherwise provided herein, you may violate copyright and other laws of Canada, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use.

  3. Services Directed at Canadian Visitors The Services is targeted at and intended for visitors residing in Canada. Given the global nature of the Internet, however, the Services may be accessed by visitors residing outside of Canada. Sphere makes no representations or warranties that the Services is appropriate or available for use in countries outside of Canada. Visitors who choose to access the Services from outside of Canada do so at their own initiative and are responsible for compliance with any and all local laws and regulations that may apply to such access.

  4. Public Forums & Code of Conduct The Services may, from time to time, make messaging services, chat services, bulletin boards, message boards, blogs, other forums and other such services available on or through the Services. You agree that you shall not upload, post, transmit, distribute or otherwise publish through the Services or any service or feature made available on or through the Services, any materials which (i) restrict or inhibit any other user from using and enjoying the Services; (ii) are fraudulent, unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent; (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law; (iv) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (v) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right; (vi) contain a virus, spyware, or other harmful component; (vii) contain embedded links, advertising, chain letters or pyramid schemes of any kind; or (viii) constitute or contain false or misleading indications of origin, endorsement or statements of fact. You further agree not to impersonate any other person or entity, whether actual or fictitious, including Sphere, Sphere’s family or Sphere’s personnel. You may not offer to buy or sell any product or service on or through your comments submitted on the Services. You alone are responsible for the content and consequences of any of your activities and any actions that violate these Terms may subject you to civil and criminal liability. The posts, comments and/or messages of users of the Services do not reflect the views of Sphere or the Services.

  5. Submitted Materials Unless specifically requested, Sphere does not solicit nor does Sphere wish to receive any confidential, secret or proprietary information or other material from you through the Services. Any information, creative works, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials submitted through the Services ("Submitted Materials") will be deemed not to be confidential or secret, and may be used by Sphere in any manner consistent with the Service’s Privacy Policy, which is hereby incorporated by reference. By submitting or sending Submitted Materials to Sphere and/or through the Services, you: (i) represent and warrant that the Submitted Materials are original to you, that no other party has any rights thereto, and that any "moral rights" in Submitted Materials have been waived; and (ii) grant Sphere, Sphere affiliates and Sphere assigns a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and incorporate in other works any Submitted Materials (in whole or part) in any form, media, or technology now known or later developed, including for promotional and/or commercial purposes. Sphere is not responsible for maintaining Submitted Material, and may delete or destroy Submitted Material at any time.

  6. Submitted Materials Unless specifically requested, Sphere does not solicit nor does Sphere wish to receive any confidential, secret or proprietary information or other material from you through the Services. Any information, creative works, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials submitted through the Services ("Submitted Materials") will be deemed not to be confidential or secret, and may be used by Sphere in any manner consistent with the Service’s Privacy Policy, which is hereby incorporated by reference. By submitting or sending Submitted Materials to Sphere and/or through the Services, you: (i) represent and warrant that the Submitted Materials are original to you, that no other party has any rights thereto, and that any "moral rights" in Submitted Materials have been waived; and (ii) grant Sphere, Sphere affiliates and Sphere assigns a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and incorporate in other works any Submitted Materials (in whole or part) in any form, media, or technology now known or later developed, including for promotional and/or commercial purposes. Sphere is not responsible for maintaining Submitted Material, and may delete or destroy Submitted Material at any time.

  7. Private or Sensitive Information on Public Forums It is important to remember that comments submitted may be recorded and stored in multiple places, both on the Services and elsewhere on the Internet. It is therefore important that you are careful and selective about the personal information that you disclose about yourself and others, and in particular, you should not disclose sensitive, embarrassing, proprietary or confidential information to Sphere or on the Services.

  8. Advertising Rights Sphere reserves the right to sell, license and/or display any advertising, attribution, links, promotional and/or distribution rights in connection with your Submitted Materials, and Sphere and its licensors or affiliates will be entitled to retain any and all revenue generated from any sales or licenses of such advertising, attribution, links, or promotional or distribution rights. Nothing in these additional terms obligates or may be deemed to obligate Sphere to sell, license or offer to sell or license any advertising, promotion or distribution rights.

  9. Linking to the Site Unless otherwise specifically indicated in these Terms or on the Site, you agree that: (i) if you include a link from any other web site to the Site, such link shall open in a new browser window and shall link to the full version of an HTML formatted page of this Site; (ii) you are not permitted to link directly to any image hosted on the Site, such as using an "in-line" linking method to cause the image hosted by the Site to be displayed on another web site; and (iii) you may not download or use images hosted on this Site on another web site, for any purpose, including, without limitation, posting such images on another site. You agree not to link from any other web site to this Site in any manner such that the Site, or any page of the Site, is "framed," surrounded or obfuscated by any third party content, materials or branding. Sphere reserves all of Sphere’s rights under the law to insist that any link to the Site be discontinued, and to revoke your right to link to the Site from any other web site at any time upon written notice to you.

  10. Links to Third Party Sites To provide you with access to related sites, the Site may contain links to third party websites. By linking to such sites, you agree to review and agree to such third party websites’ terms and conditions and privacy policies before using such website. Sphere is not responsible for the privacy practices or the content of any of such third party websites. Sphere is not affiliated with, and does not endorse or sponsor, any such third party websites or any product or service of any such third parties. The Site disclaims any liability for links from another web site to this Site or for links to another web site from this Site. Sphere does not represent or warrant that the contents of any third party web site are accurate, compliant with state or federal law, or compliant with copyright or other intellectual property laws. Any reliance on the contents of a third party web site is done at your own risk and you assume all responsibilities and consequences resulting from such reliance.

  11. Account Registration and Security You understand that you may need to create an account to have access to some parts of the Services. In consideration of your use of the Services, you will: (a) provide true, accurate, current and complete information about yourself and your business as prompted by the Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Sphere has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Sphere has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). If you create an account, you are entirely responsible for the security and confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Services.

  12. Your Representations and Warranties You shall be solely responsible for your own Submitted Materials and the consequences of posting or publishing them. In connection with your use of the Services and any Submitted Materials, you affirm, represent and warrant the following: (i) you are over the age of 18 and have the right and authority to enter into this Agreement, and are fully able and competent to satisfy these Terms; (ii) you have obtained all consents, and possess all copyright, patent, trademark, trade secret and any other proprietary rights, or the necessary licenses thereto, to grant the license in Section 5; (iii) if necessary you have the written consent of each and every identifiable natural person in any Submitted Materials to use such persons name or likeness in the manner contemplated by the Services and this Agreement, and each such person has released you from any liability that may arise in relation to such use; (iv) You have read, understood, agree with, and will abide by the terms of this Agreement; (v) You are not, and have not been an agent of Sphere and were not and are not acting on behalf of, or as a representative of, Sphere or any other party in connection with any Submitted Materials; (vi) the Submitted Materials and Sphere use thereof as contemplated by this Agreement and the Services will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity; (vii) You are not, nor is any other person who appears in your Submitted Materials, a current member of the Screen Actors Guild (SAG), the American Federation of Television and Radio Actors (AFTRA) or any other rights society; (viii) You have not and will not engage in any of the following in connection with the production of, your appearance in, or contribution(s) to your Submitted Materials: infliction of injury to any person or animal, humiliation of any person (whether public or private), infliction of emotional distress on any person, assault or battery of any person, damage to any property without permission, entry on any property without permission, or any other act or omission that could give rise to civil and/or criminal liability; (ix) Submitted Materials do not contain: (a) material falsehoods or misrepresentations that could harm Sphere or any third party; (b) content that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing or encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; (c) advertisements or solicitations of business; or (d) impersonations of third parties, other than those which are readily apparent.

  13. Disclaimer YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. Sphere does not guarantee or warrant that files available for download from the Services will be free of infection from viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties. Without limiting the foregoing, EVERYTHING ON THE SERVICES IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SPHERE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SPHERE ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR EQUIPMENT ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING THE SERVICES OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO CONTENT, OR AUDIO CONTENT FROM THE SERVICES. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SERVICES. SPHERE NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT ON THE SERVICES. SPHERE IS NOT RESPONSIBLE FOR ANY OFFENSIVE, DEFAMATORY, OBSCENE, INDECENT, UNLAWFUL OR INFRINGING POSTING MADE THEREON BY ANY USER OF THE SERVICES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SERVICES. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT, INCLUDING BUT NOT LIMITED TO FINANCIAL, HEALTH, OR LIFESTYLE INFORMATION, OPINION, ADVICE OR OTHER CONTENT.

    WITHOUT LIMITATION OF THE ABOVE IN THIS SECTION, SPHERE MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES MENTIONED ON THE SERVICES, AND HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS IN CONNECTION WITH ANY SUCH PRODUCTS OR SERVICES.

  14. Limitation of Liability IN NO EVENT SHALL SPHERE OR ANY OTHER PARTY INVOLVED IN CREATING OR MAINTAINING THE SERVICES OR ANY OF ITS CONTENTS BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, OR DAMAGES RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF YOUR ACCESS TO, USE OF OR INABILITY TO ACCESS OR USE THE SERVICES, INCLUDING WITHOUT LIMITATION DAMAGES TO YOUR COMPUTER EQUIPMENT. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, in such jurisdictions liability is limited to the fullest extent permitted by law.
  15. Injunctive Relief You acknowledge that any use of the Services except as expressly permitted by these Terms without the prior written permission of Sphere will cause irreparable injury for which monetary damages would not be sufficient and you consent to entry of immediate and permanent injunctive relief with respect to such unauthorized use.

  16. Indemnification You agree to indemnify, defend and hold harmless Sphere, Devon Brooks, Shona Beats and their respective affiliated entities, and their respective officers, directors, members, agents, employees, consultants, freelancers, independent contractors and representatives to the fullest extent permitted by law from and against any and all actions, proceedings, arbitrations or investigations or threats thereof, losses, expenses, damages, costs and expenses (including reasonable fees, disbursements, and other charges of counsel), resulting from any violation by you of these Terms or the Privacy Policy.

  17. Force Majeure Neither Sphere nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, ‘acts of God’, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.

  18. Termination Sphere may terminate, change, suspend or discontinue any aspect of the Services at any time. Sphere may restrict, suspend or terminate your access to the Services if you are in breach of these Terms or applicable law, or for any other reason, without notice or liability.

  19. Applicable Law These Terms and the Privacy Policy will be governed by and construed in accordance with Canadian law, without regard to any principles of conflicts of law. You agree that any action at law or in equity that arises out of or relates to any use of the Services will be filed only in the provincial or federal courts located in British Columbia and you hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.

  20. DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE In operating the Web Site, we may act as a “services provider” (as defined by DMCA) and offer services as online provider of materials and links to third party web sites. As a result, third party materials that we do not own or control may be transmitted, stored, accessed or otherwise made available using the Web Site. Sphere has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Services. If you believe any material available via the Services infringes a copyright, you should notify us using the notice procedure for claimed infringement under the DMCA (17 U.S.C. Sect. 512(c)(2)). We will respond expeditiously to remove or disable access to the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content. You should address infringement notices to our designated agent (i.e., proper party for notice): Fasken Martineau DuMoulin LLP: 550 Burrard St #2900, Vancouver, BC V6C 0A3.

    You must include the following information in your notice:
    • Identify the copyrighted work or other intellectual property that you claim has been infringed;
    • Identify the material on the Web Site that you claim is infringing, with enough detail so that we may locate it on the Web Site;
    • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
    • A statement by you declaring under penalty of perjury that (a) the above information in your notice is accurate, and (b) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;
    • Your address, telephone number, and email address; and
    • Your physical or electronic signature.
    • We may give notice to our users of any infringement notice by means of a general notice on any of our websites, electronic mail to a user's e-mail address in our records, or by written communication sent by first-class mail to a user's physical address in our records. If you receive such an infringement notice, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:
    • Your physical or electronic signature;
    • Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
    • A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
    • Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of Canada, for any judicial district in which we may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

    SPHERE CAUTIONS YOU THAT UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS AND ATTORNEYS FEES INCURRED BY US, BY ANY COPYRIGHT OWNER OR BY ANY COPYRIGHT OWNER’S LICENSEE THAT IS INJURED AS A RESULT OF OEF RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.
  21. Entire Agreement These Terms are the entire agreement between you and Sphere and supersede any prior understandings or agreements (written or oral).

  22. Additional Assistance If you do not understand any of the foregoing Terms or if you have any questions or comments, we invite you to contact us at hq@sphereishere.com.

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