SPHERE TERMS OF SERVICE
EFFECTIVE: September 12, 2025

These Terms of Service (the “Agreement”, “Terms of Service,” or “TOS”) describe the terms and conditions on which SPHERE Technology Solutions, Inc. (“SPHERE,” “we,” “us,” or “our”) offers you, whether personally or on behalf of an entity (“you” or “your”), access to its identity management platform (the “Services”).

  1. SERVICES. SPHERE will provide the Services as may be made generally available by SPHERE. SPHERE may, in its sole discretion, discontinue the Services or modify the features of the Services from time to time without prior notice. SPHERE may, from time to time, offer access to Services that are classified as Alpha or Beta version. SPHERE makes no representations that these versions will ever be made generally available and reserves the right to discontinue or modify any version at any time without notice. Alpha and Beta versions are provided AS IS, may contain bugs, errors or other defects, and your use of an Alpha or Beta version is at your sole risk.
  2. USE OF SERVICES AND YOUR RESPONSIBILITIES. You may only use the Services pursuant to the terms of this Agreement. You are solely responsible for your use of the Services and for any users whom you invite or who access or use the Services through your account (including you, each an “End User”) and shall abide by, and ensure compliance with, all federal, state, local laws, and/or regulations (“Laws”) in connection with your use of the Services, including but not limited to Laws related to intellectual property, privacy and export control.
    • 2.1. Prohibited Use. You agree that you will not use, and will not permit any End User to use, the Services to: (i) modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of the Services or any Distributed Software; (ii) knowingly or negligently use the Services in a way that abuses, interferes with, or disrupts SPHERE’s networks, your accounts, or the Services; (iii) engage in activity that is illegal, fraudulent, false, or misleading; (iv) transmit through the Services any material that may infringe the intellectual property or other rights of third parties; (v) build or benchmark a competitive product or service, or copy any features, functions or graphics of the Services; or (vi) use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation; (vii) upload or transmit any software, Data or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of SPHERE or other users of Services; (viii) engage in any activity or use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any servers or networks connected to the Services or SPHERE’s security systems; (ix) use the Services in violation of any SPHERE policy or in a manner that violates applicable law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations, and you agree that you are solely responsible for compliance with all such laws and regulations; or (x) access the Services for the purpose of competing with SPHERE, using a false identity or false information, for reasons other than a good faith desire to use the Services or otherwise to (a) build a competitive product or service; (b) copy any, or build a product using, similar ideas, features, functions, or graphics of the Services.
    • 2.2. Limitations on Use. You may not reproduce, resell, or distribute the Services unless you have been specifically permitted to do so under a separate agreement with SPHERE. You may not offer or enable any third parties to use the Services purchased by you, display on any website or otherwise publish the Services or any data obtained from a Service (other than Data created by you) or otherwise generate income from the Services or use the Services for the development, production or marketing of a service or product substantially similar to the Services.
    • 2.3. Cooperation. You agree to cooperate fully with and provide all necessary information to us in your performance under this Agreement, and agree to take any and all actions reasonably necessary to enable us to perform the Services an efficient and timely manner.
    • 2.4. Distributed Software. Depending on the Service options selected, SPHERE may provide you with access to certain distributed software (together with any fixes, updates, and upgrades, the “Distributed Software”). Subject to the terms and conditions of this Agreement, SPHERE hereby grants to you, during the Term, a non-exclusive, non-transferable, revocable right to access and use the Distributed Software solely for you own internal business purposes in accordance with the terms of this Agreement and any applicable documentation. SPHERE reserves any and all right, title and interest in and to the Distributed Software other than the limited rights expressly granted to you in this Agreement.
    • 2.5. Professional Services. You may engage SPHERE from time to time for professional services as may be outlined in an Order Form or Statement of Work, which will be subject to the terms outlined therein and the applicable terms and conditions of this Agreement. The term “Services” as used in this Agreement, will be deemed to include the Professional Services.
  3. SPHERE OBLIGATIONS. SPHERE will maintain reasonable physical and technical safeguards to prevent unauthorized disclosure of or access to the data sent or uploaded by you in using the Services (“Data”), in accordance with reasonable practices. SPHERE will notify you if it becomes aware of unauthorized access to your Data. SPHERE will not access, view or process your Data except (i) as provided for in this Agreement and in SPHERE’s Privacy Policy; (ii) as authorized or instructed by you, (iii) as required to perform its obligations under this Agreement; or (iv) as required by law. To the extent applicable, the parties shall comply with relevant national, international, state and/or regional data protection regulation or legislations, including with respect to personal data (as defined under the relevant legislation or regulation) disclosed in connection with Services.
  4. FEES & PAYMENT
    • 4.1. Fees. You agree to pay SPHERE the applicable fees (the “Fees”) for use of the Services as posted on SPHERE’s website, or as described in an applicable order (a “Service Order”). For each Renewal Term, Fees will increase by 5% over the prior annual fee.
    • 4.2. Invoices. For Services associated with a Service Order and except as otherwise specified, SPHERE will invoice you for such Services. Per the Service Order, you agree to pay all invoiced amounts within thirty (30) days of the invoice date.
    • 4.3. Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties (“Taxes”), however designated, that may be applicable to such amounts payable, excluding any taxes based solely on the income of either party. You are solely responsible for payment of any and all such taxes. Taxes will not be deducted from payments to SPHERE, except as required by applicable law, in which case you will increase the amount payable as necessary so that, after making all required deductions and withholdings, SPHERE receives and retains (free from any liability for Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. Upon SPHERE’s request, you will provide proof of withholding remittance to the respective tax authority.
    • 4.4. Suspension. SPHERE reserves the rights to suspend your access to the Services with notice in the event of non-payment of Fees. Payment of Service fees are not refundable.
  5. TERM & TERMINATION
    • 5.1. Term. The Agreement will be effective from the Effective Date and continue for the period for which Fees are paid or as identified on our website or an applicable Service Order (the “Initial Term”). This Agreement will automatically renew for successive periods of one (1) year (each a “Renewal Term”) until the Services are terminated as provided below.
    • 5.2. Termination. Unless otherwise specified in a Service Order, either party may terminate a Service Order upon thirty (30) days’ written notice to the other party prior to expiration of the then current Term. If the other party is in material breach, a party may terminate this Agreement immediately upon written notice to the other party that it is in material breach provided that if the breach is capable of cure (other than non-payment of Fees), the breaching party will have ten (10) days from the notice date to cure the breach to the non-breaching party’s reasonable satisfaction.
    • 5.3. Effects of Termination. Upon termination or expiration of this Agreement (a) SPHERE may disable your access to the Services and delete any and all related data, and (b) you shall immediately (i) cease your use of the Services and delete all access credentials, (ii) delete any Distributed Software in your possession or control, (iii) delete all of SPHERE’s Confidential Information in its possession or control, and (iv) pay SPHERE any amounts owed under this agreement through the date of termination or expiration. Upon request by SPHERE, you will affirm to SPHERE that you have complied with all of the foregoing. Sections 4 through 18, inclusive, shall survive any termination of this Agreement.
  6. CONFIDENTIAL INFORMATION. As used herein, “Confidential information” means, any and all information, regardless of whether it is in tangible or intangible form, disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is either (i) marked as confidential or proprietary, (ii) identified in writing as confidential or proprietary within thirty (30) days of disclosure, or (iii) would be reasonably understood by the Receiving Party to be the confidential or proprietary information given the nature of the information. Confidential Information includes, without limitation, the distributed software, the features and functionality of the Services (both current and planned) and any pricing information provided to you. Information shall not be deemed Confidential Information of such information (i) is or becomes known to the Receiving Party without obligation of confidentiality, (ii) becomes publicly available other than through a breach of this Agreement by the Receiving Party, or (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. The Receiving Party shall use reasonable measures to protect and safeguard against unauthorized disclosure of the Disclosing Party’s Confidential Information. Confidential Information of the Disclosing Party may be disclosed by the Receiving Party only to: (i) such employees and agents of the Receiving Party as may have a need to know such information in the course of their duties, and (ii) its legal or financial advisors or potential acquirers or financing sources of the Receiving Party on a need to know basis, provided, that, in each case, such recipients are bound by contractual or professional ethical duties or confidentiality obligations at least as restrictive as those set forth herein. Confidential Information of the Disclosing Party may be disclosed by the Receiving Party if the Receiving Party is required by law of a court of a competent jurisdiction or other governmental authority to be disclosed provided that the Receiving Party is required by law of a valid order of a court or other governmental authority provided that the Receiving Party delivers reasonable notice to the Disclosing Party and uses commercially reasonable efforts to cooperate with Disclosing Party’s attempt to obtain a protective order. Upon written request of the Disclosing Party, the Receiving Party agrees to promptly return to Disclosing Party or destroy all Confidential Information of the Disclosing Party that is in the possession of the Receiving Party.
  7. PROPRIETARY RIGHTS. SPHERE and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Services and in all trade names, trademarks, service marks, logos, and domain names (“SPHERE Marks”) associated or displayed with the Services. You may not frame or utilize framing techniques to enclose any SPHERE Marks, or other proprietary information (including images, text, page layout, or form) of SPHERE without express written consent. You may not use any meta tags or any other “hidden text” utilizing SPHERE Marks without SPHERE’S express written consent.
  8. COPYRIGHT. You may not post, modify, distribute, or reproduce in any way copyrighted material, trademarks, rights of publicity or other proprietary rights, including the Distributed Software, without obtaining the prior written consent of the owner of such proprietary rights. SPHERE may deny access to the Services to any user who is alleged to infringe another party’s copyright. If you believe that your copyright has been infringed, please notify SPHERE as specified here.
  9. EXPORT RESTRICTIONS. You acknowledge that the Services, or portion thereof may be subject to the export control laws of the United States and other applicable country export control and trade sanctions laws (“Export Control and Sanctions Laws”). You and your End Users may not access, use, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of any applicable export control or trade sanctions law or regulation. You represent and warrant that (i) you and your End Users are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions (including without limitation Cuba, Iran, North Korea, Syria, Crimea, and occupied regions of Ukraine) and that you and your End Users will not access or use the Services, or export, re-export, divert, or transfer the Services, in or to such countries or territories; (ii) you and your End Users are not identified on any U.S. government restricted party lists (including without limitation the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons and Foreign Sanctions Evaders List, the U.S. Department of Commerce’s Denied Parties List, Entity List, and Unverified List, and the U.S. Department of State’s proliferation-related lists); and (iii) no Data created or submitted by you or your End Users is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. You are solely responsible for complying with the Export Control Laws and monitoring them for any modifications.
  10. WARRANTIES. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED “AS IS” AND SPHERE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. SPHERE MAKES NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. SPHERE CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. USE IS AT YOUR OWN RISK. SPHERE MAKES NO WARRANTY FOR GUARANTEE WITH RESPECT TO ANY THIRD PARTY SERVICES OR PRODUCTS DELIVERED WITH OR EMBODIED IN THE SERVICES OR DELIVERABLES PROVIDED HEREUNDER.
  11. INDEMNIFICATION. You agree to indemnify, defend and hold harmless SPHERE, its affiliates, officers, directors, employees, consultants, agents, suppliers and resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from your use of the services, your violation of this Agreement or the infringement or violation by you or any user of your account, of any intellectual property or other right of any person or entity or applicable law.
  12. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SPHERE OR ITS AFFILIATES, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF SPHERE, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, SPHERE’S, ITS AFFILIATES’, SUPPLIERS’ AND RESELLERS’ MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE GREATER OF (A) THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS, OR (B) FIVE HUNDRED DOLLARS ($500). CERTAIN U.S. STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
  13. PRIVACY POLICY. Use of the Services is also subject to SPHERE’S Privacy Policy, a link to which is located at the footer of SPHERE’S website. The Privacy Policy is incorporated into this Agreement by this reference. You understand and agree that SPHERE may contact you via e-mail or otherwise with information relevant to your use of the Services, regardless of whether you have opted out of receiving marketing communications or notices.
  14. CHOICE OF LAW AND FORUM. This Agreement and all claims or causes of action that may be based upon, arise out of or relate to this Agreement, shall be governed by and construed under the laws of the State of New Jersey. You and SPHERE consent to the exclusive jurisdiction and venue of the state courts located in and serving Essex County, New Jersey, and the federal courts in the District of New Jersey.
  15. FORCE MAJEURE. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, pandemics or threat thereof, or any other cause which is beyond the reasonable control of such party.
  16. ASSIGNMENT. You may not assign or transfer this Agreement without our prior written consent. Any attempted assignment or delegation in violation of this Section shall be null and void. This Agreement may be assigned by us in whole or part and will inure to the benefit of Our successors and assigns.
  17. WAIVER AND SEVERABILITY. Failure by either Party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.
  18. GENERAL PROVISIONS. This Agreement embodies the entire understanding and agreement between the Parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the Parties respecting such subject matter, except that if you or your company have executed a separate written agreement or you have signed a separate agreement governing your use of the Services, then such agreement shall control to the extent that any provision of this Agreement conflicts with the terms of such agreement. SPHERE may elect to change or supplement the terms of this Agreement from time to time at its sole discretion. SPHERE will exercise commercially reasonable business efforts to provide notice to you of any material changes to this Agreement. Upon the posting of changes to this Agreement (or the date of notice, if such is provided), they will be binding on you. If you do not agree with the changes, you should discontinue using the Services. If you continue using the Services after such posting or notice, you will be deemed to have accepted the changes to the terms of this Agreement. In order to participate in certain Services, you may be notified that you are required to download software and/or agree to additional terms and conditions. Unless expressly set forth in such additional terms and conditions, those additional terms are hereby incorporated into this Agreement.