Terms of Service.

1. Agreement to These Terms

These Terms of Service (“Terms”) form a binding agreement between you, or the organisation you represent (“you”), and Sphere Smart Tech Ltd (“Sphere Smart Tech,” “we,” “us” or “our”). If you use the Services on behalf of an organisation, you represent that you are authorised to bind that organisation to these Terms. If you do not agree, you must not access or use the Services.

2. Definitions

• “Services” means our websites, client portals, APIs, documentation and the digital asset infrastructure technology we make available.
• “Client Agreement” means any separate written agreement, order form or statement of work executed between you and us for the provision of specific Services.
• “Content” means any text, data, software, graphics or other materials made available through the Services.

3. Eligibility

The Services are intended for businesses, institutions and professionals. You must be at least 18 years old and legally capable of entering into contracts to use the Services. Access may be restricted in certain jurisdictions, and you are responsible for ensuring that your use complies with the laws applicable to you.

4. The Services

We provide technology and infrastructure that enables the launch, operation and security of digital asset services. The specific scope, availability, service levels and commercial terms applicable to any paid engagement are set out in the relevant Client Agreement. We may modify, enhance or discontinue features of the Services, and will use reasonable efforts to give notice of material changes that affect active engagements.

5. Accounts and Security

Where access requires an account or credentials, you are responsible for maintaining the confidentiality of those credentials and for all activity that occurs under them. You must notify us promptly of any unauthorised use or suspected security breach. We may suspend access where we reasonably believe credentials have been compromised or the Terms have been violated.

6. Acceptable Use

You agree not to, and not to permit others to:

• Use the Services for any unlawful, fraudulent or malicious purpose, including money laundering, terrorist financing or sanctions evasion;
• Interfere with, disrupt, or attempt to gain unauthorised access to the Services, systems or networks;
• Reverse engineer, decompile or attempt to extract source code except to the extent permitted by law;
• Introduce malware or use the Services to transmit harmful code;
• Resell, sublicense or misrepresent the Services, or use them to infringe the rights of others.

7. Intellectual Property

The Services and all associated Content, software, trademarks and know-how are owned by Sphere Smart Tech Ltd or its licensors and are protected by intellectual property laws. Subject to your compliance with these Terms and any Client Agreement, we grant you a limited, non-exclusive, non-transferable and revocable right to access and use the Services for your internal business purposes. No other rights are granted.

8. Third-Party Services

The Services may interoperate with third-party networks, blockchains, protocols or providers that we do not control. We are not responsible for the availability, security or performance of such third-party services, and your use of them may be subject to separate terms.

9. Fees and Payment

Fees for paid Services are set out in the applicable Client Agreement. Unless stated otherwise, fees are exclusive of taxes, are non-refundable, and are payable in accordance with the agreed schedule. Late payments may result in suspension of the affected Services.

10. No Financial Advice; Digital Asset Risk

We provide technology and infrastructure. We do not provide investment, legal, tax or financial advice, and nothing in the Services constitutes a recommendation to buy, sell or hold any digital asset. Digital assets are volatile and carry significant risk, including the potential loss of value. You are solely responsible for your own decisions, regulatory compliance and risk management.

11. Disclaimers

The Services are provided “as is” and “as available” without warranties of any kind, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Services will be uninterrupted, error-free or completely secure. This section applies to the fullest extent permitted by law and does not limit any warranties that cannot be excluded.

12. Limitation of Liability

To the maximum extent permitted by law, Sphere Smart Tech Ltd will not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, data or goodwill, arising out of or related to your use of the Services. Our total aggregate liability arising out of or related to the Services will not exceed the amounts paid by you to us for the Services giving rise to the claim in the twelve months preceding the event, or, where no fees were paid, one hundred United States dollars (US$100).

13. Indemnification

You agree to indemnify and hold harmless Sphere Smart Tech Ltd and its officers, directors, employees and agents from and against any claims, liabilities, damages, losses and expenses, including reasonable legal fees, arising out of or connected with your use of the Services, your Content, or your breach of these Terms or applicable law.

14. Term and Termination

These Terms apply while you access or use the Services. We may suspend or terminate your access at any time if you breach these Terms, if required by law, or to protect the integrity or security of the Services. Provisions that by their nature should survive termination — including intellectual property, disclaimers, limitation of liability and indemnification — will survive.

15. Governing Law and Disputes

These Terms are governed by the laws applicable to Sphere Smart Tech Ltd in its jurisdiction of incorporation, without regard to conflict-of-law principles. The parties will attempt to resolve any dispute amicably in good faith. Where a Client Agreement specifies a governing law or dispute-resolution mechanism, that agreement prevails for disputes arising under it.

16. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will revise the “Last updated” date above. Your continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

17. Miscellaneous

If any provision of these Terms is held to be unenforceable, the remaining provisions will remain in full force. Our failure to enforce any right is not a waiver of that right. You may not assign these Terms without our prior written consent; we may assign them in connection with a corporate transaction. These Terms, together with any applicable Client Agreement, constitute the entire agreement between the parties regarding the Services.

18. Contact Us

Questions about these Terms can be directed to:

• Sphere Smart Tech Ltd
• PO Box 1212, Hamchako, Mutsamudu, The Autonomous Island of Anjouan
• Licence No. L16091/SST
• Email: [email protected]