There are some important parts of these Terms of Service that we would like to draw your attention to:
- Sphere provides an online venue where individuals or businesses who require expert advice (“Clients”) and individuals or businesses who are willing to perform such advice (“Experts”) can connect with each other.
- Clients and Experts enter into a direct contract with each other in relation to advice being offered. Sphere and its affiliates are not a party to that contract so they are not responsible if a Client or Expert does not offer sufficient advice, or if an Expert offers inadequate or bad advice other.
- By accessing and using the Service and complying with these Terms of Service, you consent to receiving calls and text messages from us to your mobile phone, if we consider this necessary in order to discuss a Client engagement with you.
1. Our Service and our Fee
The Service is a platform for enabling connections between Clients and Experts. Clients are individuals and/or businesses seeking to obtain advice services (“Advice”) from Experts, and are therefore clients of Experts. Clients and Experts together are referred to in these Terms of Service as “Users”. Clients request Advice on the Services which they would like given by an Expert who is willing to advise on the required topic in a “Chat”. In consideration for providing the Service, we receive a fee in respect of advice given.
2. Service Only Provides a Venue
Sphere does not take part in the interaction between Users in relation to the Service (other than to try to facilitate fulfilment of advice) and is not responsible for the performance of contracts by Users. Sphere (i) has no control over the quality, timing, legality, failure to provide, or any other aspect whatsoever relating to the Advice and the way it is given, or of any ratings provided by Users in respect of each other, Advice provided by Clients, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Users, and (ii) gives no assurances about the suitability, reliability, timeliness, or accuracy of the Advice requested and provided by Users identified through the Service whether in public, private, or offline interactions.
3. User Vetting
Clients and Experts may be subject to an extensive vetting process before they can register and during their use of the Service, including but not limited to a verification of identity and a comprehensive criminal background check, at the Country, State and local level, using third-party services as appropriate. Users hereby give consent to Company to conduct background checks as often as required in compliance with applicable laws.
Although Sphere may perform background checks of Users, as outlined in more detail above, Sphere cannot confirm that each User is who they claim to be and therefore, Sphere cannot and does not assume any responsibility for the accuracy or reliability of identity or background check information. When interacting with other Users on the Service or in real life you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don’t know, for example, by not disclosing personally identifiable information. Sphere will not be liable for any false or misleading statements made by Users of the Service.
4. Agreeing to a Chat; Billing and Payment Policy
Users of the Service contract for Advice directly with other Users. Sphere will not be a party to any contracts for Advice or services and is not responsible for the performance of such contracts by Users.
Users of the Service will be required to provide their credit card or bank account details to Sphere and the Payment Service Provider retained by Company (the “PSP”).
Within 24 hours after a Client receives confirmation through the Service or via email that a Chat has been completed, Client authorises Company to provide Client's payment details to the PSP for processing of Chat Payment, out of pocket expenses owed to Expert, any tip or gratuity, if applicable, and any fees owed to Company for the use of the Service.
Sphere reserves the right, in its sole discretion (but not the obligation), to (i) place on hold any Chat Payment and out of pocket expenses, or (ii) refund, provide credits or arrange for the PSP to do so.
Chat Payment and fees must be paid through the Service.
Users of the Service will be liable for any taxes (including VAT, if applicable) required to be paid on the Services provided under the Agreement (other than taxes on the Company’s income).
The PSP is a third party, currently Stripe Payments UK Ltd. We are not a provider or reseller of the PSP and in order for Experts to receive payments through the PSP, each Expert must enter into Terms of Service (the “ToS”) with the PSP; these terms are available here. By accepting our Terms of Service, each Expert confirms: (a) that they have downloaded or printed the ToS, and (b) that they have reviewed and accept the ToS subject to the amendments described below. The ToS represent the terms of the PSP and are not the terms of Sphere. Sphere gives no assurance as to the suitability or appropriateness of the ToS for Experts and Experts should read them carefully. We have agreed with the PSP that we, and not Experts, will take responsibility for the terms in the PSP ToS identified below and will deal with those issues on behalf of Experts: If you have questions regarding the ToS, please contact the PSP at email@example.com or https://support.stripe.com/.
The Service is only a venue for connecting Users. Because Sphere is not involved in the actual contract between Users or in the completion of the Chat, if you have a dispute with one or more Users, you release Sphere from any and all claims, liabilities and losses of every kind and nature, known and unknown in any way connected with such disputes. Sphere expressly disclaims any liability that may arise between Users of its Service.
7. Public Areas; Acceptable Use
The Service may from time to time, contain profiles, email systems, blogs, message boards, applications, job postings, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Areas”) that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and materials that are relevant and proper to the applicable forum. Without limitation, while using the Service, you may not:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including Sphere staff.
- Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful topic, name, material or information.
- Use the Service for any purpose, including, but not limited to offering Advice, which is illegal or otherwise unlawful.
- Upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any third party.
- Upload files that contain viruses, Trojan horses, corrupted files or any other similar software that may damage the operation of another’s computer.
- Advertise or offer to sell any goods or services for any commercial purpose through the Service which are not relevant to the services offered through the Service.
- Post or upload any content to which you have not obtained any necessary rights or permissions to use accordingly.
- Conduct or forward surveys, contests, pyramid schemes, or chain letters. Impersonate another person or allow any other person or a User or entity to use your identification to post or view comments.
- Download any file posted by another User that a User knows, or reasonably should know, cannot be legally distributed through the Service.
- Restrict or inhibit any other User from using and enjoying the Public Areas. Imply or state that any statements you make are endorsed by Sphere, without the prior written consent of Sphere.
- Use a robot, spider, manual and/or automatic processes or devices to data-mine, data-crawl, scrape or index the Service in any manner.
- Hack or interfere with the Service, its servers or any connected networks.
- Adapt, alter, license, sublicense or translate the Service for your own personal or commercial use.
- Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by Sphere.
- Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.
- Upload content that provides materials or access to materials that exploit people under the age of 18 in an abusive, violent or sexual manner.
- Use the Service to solicit for any other business, website or service, or otherwise contact Users for employment, contracting or any purpose not related to use of the Service as set forth herein.
- Use the Service to collect usernames and or/email addresses of Users by electronic or other means.
- Register under different usernames or identities, after your account has been suspended or terminated.
You understand that all submissions made to Public Areas will be public, and that you will be publicly identified by your name or login identification when communicating in Public Areas and Sphere will not be responsible for the action of any Users with respect to any information or materials posted in Public Areas.
8. Account, Password, Security and Mobile Phone Use
While certain parts of the Service are accessible by everyone, in order to use the Service provided through the Service you must register and create an account on the Service (an “Account”). You are responsible for maintaining the confidentiality of any login and password details provided by you or given to you by Sphere for accessing the Service. You are solely and fully responsible for all activities that occur under your password or account, even if not authorised by you. Sphere has no control over the use of any User’s account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorised party may be using your password or account or you suspect any other breach of security in respect of your account, you must contact Sphere immediately.
By providing your mobile phone number and using the Service, you hereby affirmatively consent to Sphere’s use of your mobile phone number for calls and texts only where Sphere thinks it reasonably necessary to facilitate fulfilment of Advice. Sphere will not assess any charges for calls or texts, but standard message charges or other charges from your wireless carrier may apply. You may opt out of receiving text messages from us by modifying your account settings in the profile page section of your Account or emailing firstname.lastname@example.org.
9. Termination and Suspension
Sphere may terminate or suspend your right to use the Service at any time if, in its opinion, you have failed to comply with any provision of this Agreement (including the Marketplace Guidelines), if any details you have provided to us turn out to be false, or if we believe it is necessary to do so in order to protect other Users and/or for the security of the Service, by providing you with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice. If Sphere terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, Sphere reserves the right to take appropriate legal action.
You may terminate this Agreement at any time by ceasing all use of the Service. All parts of these Terms of Service, which by their very nature should survive the expiration or termination of this Agreement, shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
10. Your Information and Likeness
“Your Information” is defined as any information and materials you provide to Sphere or other Users in connection with your registration for and use of the Service, including without limitation that information posted or transmitted for use in Public Areas. You are solely responsible for Your Information, and we act merely as a passive conduit for your online distribution and publication of Your Information. The information and materials described in this Section, as provided by each User, is collectively referred to herein as “User-Generated Content.“
You hereby confirm to Sphere that Your Information (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) will not infringe any third party’s copyright, patent, trademark, trade secret or other intellectual property right or rights of publicity or privacy; (d) will not violate any law or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (f) will not be obscene or contain child pornography or be harmful to minors; (g) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (h) will not create liability for Sphere or cause Sphere to lose (in whole or in part) the services of its ISPs or other partners or suppliers, for instance by posting illegal photos or other content or altering profile information to create a denial of service from a third party.
The Service hosts User-Generated Content relating to reviews of specific Experts. Such reviews are opinions of Users and not the opinion of Sphere, have not been verified or approved by Sphere and each Client should undertake their own research to be satisfied that a specific Expert is the right person for Advice. You agree that Sphere is not liable for any User-Generated Content.
You hereby grant Sphere a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise all copyright, publicity rights, and any other rights you have in Your Information, in any media now known or not currently known in order to perform and improve upon the Service. Each Expert who provides to Sphere any videotape, film, recording, photograph, voice, or all related instrumental, musical or other sound effects, in exchange for the right to use the Service, hereby irrevocably grants to the Sphere the non-exclusive, fully-paid, royalty-free, transferable, sublicensable, worldwide, unrestricted, and perpetual right to:
- Use any videotape, film, recording or photograph that such Expert provides to the Sphere, and use, reproduce, modify or create derivative works from such Expert’s picture, silhouette and other reproductions of their physical likeness (as the same may appear in any still camera photograph and/or motion picture film or video) (collectively the “Physical Likeness“), in connection with the exhibition, distribution, display, performance, transmission, broadcasting on any and all media, including, without limitation, the internet, of any videos or images of such Expert in connection with the Service.
- Use, and permit to be used, such Expert’s Physical Likeness and Voice in the advertising, marketing, and/or publication of the Service in any media.
- Use, and permit to be used, with Expert’s consent, such Expert’s name and identity in connection with the Service.
11. Links to Other Websites
As part of the functionality of the Service, you may link your account with online accounts you may have with third-party service providers (each such account, a "Third-Party Account”), for example Facebook and Twitter by either: (i) providing your Third-Party Account login information through the Service; or (ii) allowing Sphere to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Sphere and/or grant Sphere access to your Third-Party Account (including, but not limited to, for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Sphere to pay any fees or making Sphere subject to any usage limitations imposed by such third-party service providers.
By granting Sphere access to any Third-Party Accounts, you understand that (i) Sphere may access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “SNS Content”) so that it is available on and through the Service via your account, including without limitation any friend lists, and (ii) Sphere may submit and receive additional information to your Third-Party Account so long as you are notified of this when you link your account with the Third-Party Account.
Unless otherwise specified in these Terms of Service, all SNS Content, if any, shall be considered to be User-Generated Content for all purposes of these Terms of Service. Depending on the Third-Party Accounts you choose, and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Service. Please note that if a Third-Party Account or associated service becomes unavailable or Sphere’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content may no longer be available on and through the Service. You will have the ability to disable the connection between your account on the Service and your Third-Party Accounts at any time, as set out below.
Please note that your relationship with the third-party service providers associated with your Third-Party Accounts is governed solely by your agreement(s) with such third-party service providers. Sphere makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Sphere is not responsible for any SNS Content. At your request made via e-mail to email@example.com, Sphere will deactivate the connection between the Service and your Third-Party Account and delete any information stored on Sphere’s servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account. Sphere retains these in order to be able to check that Users who have been suspended or terminated by Sphere do not re-apply to join.
12. Worker Classification and Withholdings
Each User assumes all liability for proper classification of workers as independent contractors or employees based on applicable legal guidelines. Users do not have authority to enter into written or oral - whether implied or express - contracts on behalf of Sphere. Users acknowledge that Sphere does not, in any way, supervise, direct, or control an Expert’s work or Advice given in any manner. Sphere does not set an Expert’s work hours or location of work. Sphere will not provide any equipment, labour or materials needed for a particular Chat. The Service is not an employment service, employment business or employment agency and Sphere does not serve as an employer of any Expert.
As such, Sphere will not be liable for any tax or withholding, including but not limited to National Insurance, employer’s liability, social security, PAYE or other payroll withholding tax in connection with a Client’s use of an Expert’s services. Client agrees to indemnify Sphere and its affiliates from any and all claims, liabilities and reasonable costs arising from or in connection with:
- an Expert being misclassified as an independent contractor or employee;
- Sphere being incorrectly held to be an employer or joint employer of an Expert; or
- any other relevant third-party claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits or any other employee benefits.
14. Intellectual Property Rights
All intellectual property rights pertaining to any content on the Service (including text, graphics, software, photographs and other images, videos, sound, trade marks and logos) are owned by us or our licensors (and Users may be licensors if they have provided the content concerned). We give you a non-exclusive licence to use and access the Service and its content solely for your own personal use, provided that you shall not: copy or make any part of the Service or its content available for access or use by any other person, except as expressly permitted by these terms or otherwise expressly authorised by us.
Except to the extent expressly set out in these terms, you are not being given any rights in respect of any intellectual property rights owned by Sphere or its licensors and you acknowledge that you do not acquire any ownership of, or other rights in relation to, any such intellectual property rights by downloading any content from the Service. The service marks and trademarks of Sphere, including without limitation Sphere and the Sphere logos are service marks owned by Sphere. Any other trademarks, service marks, logos and/or trade names appearing via the Service are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
15. Copyright Complaints and Copyright Agent
Sphere respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Service infringe upon your copyright or other intellectual property right, please send the following information to firstname.lastname@example.org.
- A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Service where the material that you claim has been infringed is located. Include enough information to allow Sphere to locate the material, and explain why you think an infringement has taken place;
- A description of the location where the original or an authorised copy of the copyrighted work exists - for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
- Your address, telephone number and e-mail address;
- A statement by you that you have a good faith belief that the disputed use is not authorised by the copyright owner, its agent or the law;
- A statement by you that the information in your notice is accurate and that you are the copyright owner or authorised to act on the copyright owner’s behalf; and
- An electronic or physical signature of the owner of the copyright or the person authorised to act on behalf of the owner of the copyright interest.
16. Confidential Information
You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special and unique asset of Sphere and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than disclosure to your authorised employees and agents who are bound to maintain the confidentiality of Confidential Information. You shall promptly notify Sphere in writing of any circumstances that may constitute unauthorised disclosure, transfer, or use of Confidential Information.
You shall use best efforts to protect Confidential Information from unauthorised disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Sphere upon termination of this Agreement for any reason whatsoever. The term “Confidential Information” shall mean any and all of Sphere’s trade secrets, confidential and proprietary information and all other information and data of Sphere that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure.
Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
17. Disclaimer of Warranties
We will use all reasonable endeavours to ensure that the Service is available for use for as much of the time as possible, but we do not guarantee that it will be available all of the time and, in particular, it may be unavailable from time to time due to scheduled maintenance or upgrades or for reasons outside our control (such as failures of internet access). We do not give or enter into any condition, warranty or other term to the effect that the Service:
- is or will be available all of the time;
- is or will be free from defects; or
- will comply with any particular standards.
Except as expressly set out in these terms, no implied conditions, warranties or other terms, including any implied term relating to satisfactory quality or fitness for purpose, will apply to the Service or to any service provided by us via the Service. We shall not be liable to you for any loss of profits, goodwill or other intangible losses (even if Sphere has been advised of the possibility of such damages) or for any indirect, special or consequential loss or damage, whether such loss or liability arises due to negligence, breach of contract, misrepresentation or for any other reason. The foregoing will not affect any statutory rights that you may have as a consumer through your use of the Service.
Nothing in this agreement shall in any way limit or exclude Sphere’s liability for negligence, causing death or personal injury or for fraudulent misrepresentation or for anything, which may not be legally excluded or limited. Sphere does not review User chats or other comments or content, and is not involved in any transactions carried out directly between Users.
18. No Liability
Sphere is not responsible for and shall have no liability in relation to any Advice or other dealings that are facilitated by Users using our Service. Any disputes in relation to any Advice or dealings with Clients or Experts should be raised and resolved directly with Client or Expert concerned. If you have a dispute with any Users whilst using the Service, you agree to release us from all claims, demands and damages of every nature, known and unknown, arising from or in any way connected with such disputes.
You hereby agree to indemnify Sphere, its directors, officers, employees, agents, subsidiaries, affiliates, and its partners from and against any and all claims, losses, liabilities, judgments and reasonable costs, including legal fees and costs, incurred in connection with (i) your use or inability to use the Service, or (ii) any content submitted by you or using your account to the Service, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. Sphere reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of Sphere.
20. Governing Law
These Terms of Service and your use of the Service shall be governed by English law. You agree that any dispute between you and us regarding these Terms of Service or the Service will only be dealt with by the English courts, provided that, if you live in a part of the United Kingdom other than England, the applicable law of that part of the United Kingdom will govern and any dispute will only be dealt with by the courts there. Nothing shall prevent us from bringing proceedings to protect our intellectual property rights before any competent court.
22. General Provisions
Failure by Sphere to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the entire agreement between you and Sphere with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. This Agreement will inure to the benefit of Sphere, its successors and assigns.
23. Changes to this Agreement and the Service
24. Contacting us
If you have any questions about these Terms of Service or about the Service, please contact us by email at email@example.com or by post to 22a St James's Square, London, SW1Y 4JH, United Kingdom.