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​SpherePad

TERMS OF USE (TOU)

Please read carefully. Ask a SpherePad staff member if you have questions.

REZERV ITT, LLC (Doing Business As SpherePad) welcomes You to enjoy the services it makes available to You from its Coworking Office Space and its web site. By signing and printing you name at the bottom of this agreement, You are agreeing that these Terms of Use (the "Terms of Use") and membership agreement are entered into by and between you ("You") and SpherePad and its affiliates (collectively, "SpherePad") (each also referred to in the Terms of Use as a "Party" and collectively as the "Parties"). Now in consideration of the Party's mutual promises and such 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.
  2. The Terms of Use govern Your membership in the SpherePad community and Your access to the SpherePad Services (as defined below), including the membership to the Coworking office space located at 1714 Stockton Street #300, San Francisco, CA 94133 and are in addition portions of the web site located at www.SpherePad (the "Site"). The Site and the Coworking Office space (the “Premises”) are operated by SpherePad. Access and use of the membership portions of the Site are provided by SpherePad to You on the condition that You accept the terms and conditions of the Terms of Use. By accessing or using the membership portion, You agree to the terms and conditions of the Terms of Use, the Member Agreement and the Community Etiquette.

    SpherePad reserves the right, in its discretion, to change or modify all or any part of the Terms of Use, and the Community Etiquette at any time, effective immediately upon notice. This Agreement can be amended by the written agreement of the Parties or by SpherePad sending an email to Your email address as listed in Your SpherePad account. Your continued use of the membership portions of the Premises and in addition to the Site after such notice is published or email is sent or Your failure to terminate these Terms of Use within thirty (30) days will be deemed to be Your acceptance to all of the terms and conditions in these Terms of Use, including any changes or modifications made by SpherePad as permitted above which shall thereafter be incorporated by reference into the Terms of Use. If at any time the terms and conditions of these Terms of Use are no longer acceptable to You, You should immediately cease use of the membership.

  3. THE SERVICE.
  4. SpherePad offers to its members access to various resources, including but not limited to, private office space, work­stations, internet access, office supplies, office equipment, conference/meeting rooms, and other services offered from time to time pursuant to the Application and Membership Agreement (“Member Agreement”), various bulletin board and communications tools in addition to unique content (the "SpherePad Service(s)"). You also understand and agree that the SpherePad Services may include certain communications from SpherePad, such as service announcements, administrative messages, and that these communications are considered part of the SpherePad 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 SpherePad Services, including the release of new SpherePad properties, shall be subject to the Terms of Use. You are solely responsible for obtaining access to the SpherePad Services, including, but not limited to all equipment necessary to access the SpherePad Services.

  5. RULES OF CONDUCT ON THIS SITE.
  6. You understand that all Content, whether publicly posted or privately transmitted through SpherePad’s network or not, is the sole responsibility of the person from whom such Content originated. This means that​Y​ou, and not SpherePad, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the SpherePad Services. SpherePad does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the SpherePad Services. Under no circumstances will SpherePad 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 SpherePad Services.

    You agree when joining and using or participating in SpherePad Services, you will not:

    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, an SpherePad 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 SpherePad Service;
    5. upload, post, email, transmit or otherwise make available any Content that You do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, 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 dialogue, cause a screen to "scroll" faster than other users of the SpherePad 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 SpherePad Services or servers or networks connected to the SpherePad Services, or disobey any requirements, procedures, policies or regulations of networks connected to the SpherePad Services, including using any device, software or routine to bypass our robot exclusion headers;
    11. intentionally or unintentionally 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 to 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; and/or
    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.
    15. unless you have a specific need and for other medical assistance; bringing pets on the SpherePad Premises is not permitted,
    16. smoke anywhere on the SpherePad Premises, includes but not limited to, Private Offices, conference rooms, Toilets (“Restrooms”), hallways, kitchen, open area and the outside deck area;
    17. unless otherwise approved by SpherePad, use mobile phones or other communication devices in a manner that will be disruptive to other members. In the interests of maintaining a professional environment, SpherePad requests that all members, guests, and clients turn their phones to vibrate while in the Premises. We also ask that you use a phone booth or meeting room for calls longer than two minutes; or
    18. otherwise violate the Member Agreement, this TOU or any of the Community Etiquette.
    19. otherwise exceed the following usage limitations in relation to Your membership maximum limit
    20. otherwise exceed the following usage limitations in relation to the printer and the maximum pages printed limit;
    21. otherwise exceed the following usage limitations in relation to the shared conference space: Members may not have more than 10 individuals total in the large conference room. All monthly allotments of conference space usage included with memberships, as well as purchases of additional usage, are subject to availability of the conference space. Unused time does not roll over or accrue from month to month.

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

  7. NO PROHIBITED OR ILLEGAL USE.
  8. As a requirement of your use of the Services, you will not use the Services on the Premises and Site for any purpose that is unlawful or prohibited by these terms, conditions and notices, or that are prohibited by the “Community Etiquette,” attached to this TOU. You may not use the Services in any manner that could damage, disable, overburden, or impair any SpherePad server, or the network(s) connected to any SpherePad server, or interfere with any other party’s use of any Services. You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any SpherePad server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.

    You hereby represent and warrant that you have all requisite legal power and authority to enter into the Member Agreement and abide by the terms and conditions of this TOU (and all Community Etiquette) and no further authorization or approval is necessary. You further represent and warrant that your participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which you are a party.

  9. SpherePad REQUIRED DISCLOSURES.
  10. You acknowledge, consent and agree that SpherePad 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: (i) comply with legal process; (ii) enforce the Terms of Use; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to Your requests for customer service; or (v) protect the rights, property or personal safety of SpherePad, its users and the public.

    You understand that through Your use of the SpherePad Services You consent to the collection and use of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by SpherePad 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.

  11. CONFIDENTIALITY.
    1. You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by SpherePad or any participant or user of the Services, or any employee, affiliate, or agent thereof that is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, know how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of SpherePad, any analyses, compilations, studies or other documents prepared by SpherePad or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or have reason to know should be treated as confidential.
    2. Your participation in and/or use of the Services obligates you to:
      1. Maintain all Confidential Information in strict confidence;
      2. Not to disclose Confidential Information to any third parties;
      3. Not to use Confidential Information in any way directly or indirectly detrimental to SpherePad or any participant or user of the Services.
    3. All Confidential Information remains the sole and exclusive property of SpherePad or the respective disclosing party. You acknowledge and agree that nothing in the Member Agreement, this TOU or Community Etiquette, or your participation or use of the Services, will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of SpherePad or any participant or user of the Services.
  12. PARTICIPATION IN OR USE OF SERVICES.
  13. You acknowledge that you are participating in or using the Services of your own free will and decision. You acknowledge that SpherePad does not have any liability with respect to your access, participation in, use of the Services, or any loss of information resulting from such participation or use.

  14. DISCLAIMER OF WARRANTIES.
    1. THE SITE AND THE SPHEREPAD SERVICES ARE PROVIDED BY SPHEREPAD 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. SPHEREPAD DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SPHEREPAD SERVICES, OR THE CONTENT WILL BE UNINTERRUPTED OR ERROR FREE.
    2. SPHEREPAD DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SPHEREPAD SERVICES, OR ANY CONTENT WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
    3. LIMITATION OF LIABILITY.
    4. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE, THE PREMISES AND THE SPHEREPAD SERVICE INCLUDING, WITHOUT LIMITATION, FOR ANY OF THE CONTENT DOWNLOADED FROM YOUR ACCOUNT.
    5. IN NO EVENT SHALL SpherePad OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS 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 USE, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE SSPHEREPAD SERVICES, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF SPHEREPAD 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.
    6. IN ANY EVENT, SPHEREPAD'S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS OF USES OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE SITE, THE PREMISES, THE SPHEREPAD SERVICES, OR THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES COLLECTED BY SPHEREPAD FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM, BUT IN ANY EVENT WILL NOT EXCEED TEN ($10.00) UNITED STATES DOLLARS.
    7. 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 SpherePad OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
  15. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.
  16. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPHEREPAD OR ITS SUBSIDIARIES (WHETHER OR NOT WHOLLY­OWNED), AFFILIATES, DIVISIONS, AND THEIR PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS, JOINTLY AND INDIVIDUALLY BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE PARTICIPATION IN OR INABILITY TO PARTICIPATE IN OR USE OF THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF SPHEREPAD, AND EVEN IF SPHERPAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  17. TERM AND TERMINATION
    1. These Terms of Use are effective until terminated. SpherePad reserves the right to terminate any Service at any time or You may terminate this Agreement or the Community Etiquette at any time by terminating Your membership account within the SpherePad Service. SpherePad may also terminate this Agreement for any reason by giving You thirty (30) days notice or before your renewal date by e­mail at the last email address contained in Your Registration Data which You submitted when You registered for the SpherePad Services. If SpherePad terminates Your membership pursuant to the Terms of Use, such termination shall be deemed to be notice of termination of the Terms of Use shall be co­terminus.
    2. SpherePad may terminate these Terms of Use upon written notice effective immediately upon being sent to the last address included on the Site (for SpherePad) or in the Registration Data (for You).
    3. In addition, SpherePad may terminate an account and may off­set any fees or credits contained in such account (if any) against its costs of administration if there has been: (i) in the reasonable opinion of SpherePad, any material misrepresentation made as to the capacity, identity or copyright ownership; or (ii) no log­in or other activity in the account for twelve (12) months.
    4. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NEITHER THE SERVICES PROVIDED BY SPHEREPAD NOR THIS AGREEMENT SHALL IN ANY MANNER CONSTITUTE A LANDLORD/TENANT RELATIONSHIP, AND SPHEREPAD MAY IMMEDIATELY TERMINATE THE SERVICES FOR ANY REASON AT ANY TIME. Upon termination, you agree to immediately remove any and all of your personal property from the Premises.
    5. You may terminate your membership at any time for any reason by giving at least thirty (30) days notice on or before your renewal date. To terminate your membership you must submit your termination request in writing.
  18. INDEMNITY.
    1. You agree to indemnify, defend and hold SpherePad and its affiliates, subsidiaries (whether or not wholly­owned), divisions, and their respective directors, officers, employees, shareholders and agents harmless from and against any and all claims, demands, liability, losses, costs and expenses (including reasonable legal fees and costs) incurred by any SpherePad Party as a result of or in connection with: (i) any use or alleged use of the Site, the SpherePad Services, or provision of Content occurring under Your user name by any person, whether or not authorized by You; (ii) Your connection to the SpherePad Services; (iii) Your violation of the Terms of Use; or (iv) Your violation of any rights of another. The obligations under this Section 11 shall survive expiration or earlier termination of this Agreement.
    2. SpherePad 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 cooperate with SpherePad's defense of such claim or lawsuit.
  19. INSURANCE
  20. By the landlord (“owner”) of the building located at 1714 Stockton Street #300, San Francisco, California 94133, SpherePad is required to carry Liability and Business Personal Property insurance. As a SpherePad member you are not required but it is strongly recommended that they carry an insurance policy to cover their own equipment and personal property while using our space. Such policy may cover your current residence/office, as well as the Premises of SpherePad.

  21. GENERAL TERMS.
  22. By signing this TOU, you furthermore agree to the following additional general terms and conditions of your membership:.

    1. You shall not place anything, or allow anything to be placed, in the common areas, in any, or near the glass or any window, door, partition or wall which may in SpherePad's judgment, appear unsightly from the common areas or from the outside of the building in which the Premises are situated (“Building”).
    2. The sidewalks, halls, passages, exits, entrances, stairways shall not be obstructed or used for any purposes other than for ingress to and egress from the Premises. The halls, passages, exits, entrances, stairways, balconies, fire escapes, and roof are not for the use of the general public and SpherePad shall, in all cases, retain the right to control and prevent access thereto by all persons whose presence in the judgment of SpherePad, reasonably exercised, shall be prejudicial to the safety, character, reputation and interests of the Building. Neither you nor any of your employees or invitees shall go upon the roof of the Building.
    3. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purposes other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein, and to the extent caused by you or your employees or invitees, the expense of any breakage, stoppage or damage resulting from the violation of this norm shall be borne by you.
    4. You shall not cause any unnecessary janitorial labor or services by reason of your carelessness or indifference in the preservation of good order and cleanliness.
    5. No cooking shall be permitted on the Premises, nor shall the Premises be used for lodging (the use of a coffee maker, microwave, toaster oven are, however, permitted uses).
    6. You shall not bring upon, use or keep in the Premises or the Building, any kerosene, gasoline or flammable or combustible fluid or hazardous material, or use any method of heating or air conditioning other than that supplied by SpherePad.
    7. SpherePad shall have sole power to direct electricians to where and how telephone and other wires are to be introduced. No boring or cutting of wires is to be allowed without the consent of SpherePad. The locations of telephones, call boxes and other office equipment affixed to the Premises are determined by SpherePad, in its sole discretion.
    8. Upon the termination of Services, you shall deliver to SpherePad all keys and passes for offices, rooms, and toilet rooms which shall have been furnished to you. In the event of the loss of any keys so furnished, you shall pay SpherePad therefore. You shall not make, or cause to be made, any such keys, you shall order all such keys solely from SpherePad and you shall pay SpherePad for any additional such keys over and above the set(s) of keys originally furnished by SpherePad.
    9. You shall not install linoleum, tile, carpet or other floor covering so that the same shall be affixed to the floor of the Premises in any manner except as approved by SpherePad.
    10. You shall cause all doors and windows to the Premises to be closed and securely locked before leaving the Building.
    11. Without the prior written consent of SpherePad, you shall not use the name of the Building or any picture of the Building in connection with, or in promoting or advertising your business, except you may use the address of the Building as the address of your business.
    12. You shall cooperate fully with SpherePad to assure the most effective operation of the Premises' or the Building's heat and air conditioning, and shall refrain from attempting to adjust any controls.
    13. Except for SpherePad's gross negligence, you assume full responsibility for protecting the Premises from theft, robbery and pilferage, which includes keeping doors and windows locked and other means of entry to the Premises closed and secured.
    14. Except with the prior written consent of SpherePad, you shall not sell or cause to be sold any items or services at retail in or from the Premises, nor shall you carry on or permit or allow any employee or person to carry on the business of machine copying, stenography, typewriting or similar business in or from the Premises for the service or accommodation of occupants of any other portion of the Building without written consent of SpherePad.
    15. You shall not conduct any auction nor permit any fire or bankruptcy sale to be held on the Premises, nor store goods, wares or merchandise on the Premises. You shall not allow any vending machines on the Premises without SpherePad's prior consent.
    16. All freight must be moved into, within and out of the Building under the supervision of SpherePad and according to such regulations as may be promulgated by SpherePad. All moving of furniture or equipment into, within or out of the Building by you shall be done at such time and in such manner as directed by SpherePad or its agent.
    17. On Sundays, federally observed holidays and on other days during certain hours for which the Building may be closed after normal business hours, access to the Building or to halls, corridors, stairwells will be controlled by SpherePad through the use of a card key system. This system will verify any and all persons seeking access to the Building through the use of proper identification to determine if they have rights of access to the Premises. SpherePad shall in no case be liable for damages wherein admission to the Building has not been granted during abnormal hours by reason of your failing to properly identify yourself through the use of a card­key, or through the failure of the Building to be unlocked and open for access by you, your employees and general public. Nothing contained herein shall obligate SpherePad to provide such card key system or to make SpherePad liable for any act or omission or failure of such system and the card keys which may be provided.
    18. You shall not change locks or install other locks on doors without the prior written consent of SpherePad.
    19. You shall give prompt notice to SpherePad of any accidents to or defects in plumbing, electrical fixtures or heating apparatus reasonably known to you so the same may be attended to properly.
    20. No safes or other large objects shall be brought into or installed on or in the Premises. SpherePad shall have the power to prescribe the weight and position of such safes or other objects which shall, if considered necessary by SpherePad, be required to be supported by such additional materials placed on the floor as SpherePad may direct, and at your expense. In no event can these items exceed a weight for which the floor is designed.
    21. On the Premises internet usage policy: Wireless access to The Internet is provided during your membership. Service interruptions, if they occur, will be handled as promptly as possible. SpherePad is not responsible for any data, business or other losses as a result of such interruptions. You are responsible to protect your own computer and data from electrical surges, theft, virus, or other malicious attack. Unless otherwise set forth by SpherePad in writing, you are receiving a single user account solely for your use of the Services through one unit per login session. You agree not to resell any aspect of the Service, whether for profit or otherwise, share your IP address or ISP Internet connection with anyone, access the Service simultaneously through multiple units or to authorize any other individual or entity to use the Service. You agree that sharing the Service with another party breaches this TOU and may constitute fraud or theft, for which SpherePad reserve all rights and remedies. You have no proprietary or ownership rights to a specific IP or other address, log­in name, or password that you use on our network. SpherePad may change your address, log­in name or password at any time. SpherePad will assign you an IP address each time you access the Service, and it will vary. You may not assign your log­in name, password or IP address to any other person. You agree not to use the Service, any SpherePad or related network or website for any fraudulent, unlawful, harassing or abusive purpose, or so as to damage or cause risk to our business, reputation, employees, subscribers, facilities, or to any person. Improper uses include, but are not limited to:
      1. violating any applicable law or regulation;
      2. Posting or transmitting content you do not have the right to post or transmit;
      3. Posting or transmitting content that infringes a third party's trademark, patent, trade secret, copyright, publicity, privacy, or other right;
      4. Posting or transmitting content that is unlawful, untrue, stalking, harassing, libelous, defamatory, abusive, tortious, threatening, obscene, hateful, harmful or otherwise objectionable as determined in our sole discretion;
      5. Attempting to intercept, collect or store data about third parties without their knowledge or consent;
      6. Deleting, tampering with or revising any material posted by any other person or entity;
      7. Accessing, tampering with or using non­public areas of the Service or any SpherePad or related website, computer systems or network;
      8. Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
      9. Attempting to access or search the Service or any SpherePad or related network or website with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by SpherePad or other generally available third party web browser;
      10. Sending unsolicited messages, including without limitation, promotions or advertisements for products or services, "pyramid schemes", "spam", "chain mail" or "junk mail";
      11. Using the Service or any SpherePad or related website or network to send altered, deceptive or false source­identifying information;
      12. Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Service or any SpherePad or related website or network;
      13. Interfering or attempting to interfere with the access of any user, host or network, including without limitation, sending a "virus" to the Service or any SpherePad or related website or network, overloading, "flooding," "spamming," "crashing," or "mailbombing" the Service or any SpherePad or related website or network; or
      14. Impersonating or misrepresenting your affiliation with any person or entity. If SpherePad suspects violations of any of the above, SpherePad will investigate and may institute legal action, immediately deactivate Service to any account without prior notice to you, and cooperate with law enforcement authorities in bringing legal proceedings against violators. You agree to reasonably cooperate with SpherePad in investigating suspected violations.
      15. You shall not install, maintain or otherwise locate at SpherePad any computer server of any kind, whether hardware or software without the express prior written permission of SpherePad.
  23. APPLICABLE LAW; NOTICE; WAIVER OF JURY TRIAL AND CLASS ACTION SUITS; DISPUTE RESOLUTION.
  24. The Premises, The Site and the SpherePad Services are controlled, operated and administered by SpherePad from within the State of California, U.S.A. Although the Site and the SpherePad 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 Use or the Member Agreement or Community Etiquette 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 Use, the Member Agreement or Community Etiquette. These Terms of Use, the Member Agreement or Community Etiquette 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 by You at the time You are first granted access to the membership portions of the Service.

    YOU AGREE TO WAIVE ANY RIGHT YOU MAY HAVE TO (i) TRIAL BY JURY; AND (ii) TO COMMENCE OR PARTICIPATE IN ANY CLASS ACTION AGAINST SPHEREPAD, THE SITE, THE SPHEREPAD SERVICE, THESE TERMS OF USE, OR ANY AGREEMENTS CONTEMPLATED HEREBY.

    Any and all disputes arising out of, under or in connection with these Terms of Use, the Member Agreement or Community Etiquette, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in San Francisco, California, pursuant to the rules of the rules of the American Arbitration Association in effect at the time arbitration is demanded. If SpherePad is obligated to go to court or arbitration to enforce any of its rights, or to collect any fees, You agree to reimburse SpherePad for its legal fees, costs and disbursements if SpherePad is successful

  25. MISCELLANEOUS.
    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 SpherePad Services or TOU or the Member Agreement or Community Etiquette 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 Use or the Member Agreement or the Community Etiquette 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 or the same term or condition, or a waiver of any other term or condition, of these Terms of Use or the Member Agreement or Community Etiquette. The failure of any 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 Use, the Member Agreement and the Community Etiquette 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 the Terms of Use, the Member Agreement and the Community Etiquette, there shall be no third­party beneficiaries to the Terms of Use.
    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 Use, the Member Agreement and the Community Etiquette are personal to You (and if You are entering into these Terms of Use, the Member Agreement and the Community Etiquette by or on behalf of a company, are personal to such company) and therefore is/are binding upon Your heirs, executors and legal representatives, as the case may be, and is not assignable by You without SpherePad's prior written consent. SpherePad may assign these Terms of Use or the Member Agreement or the Community Etiquette without Your consent to any other party so long as such party agrees to be bound by its terms.
    7. If all or part of any provision of these Terms of Use or the Member Agreement or the Community Etiquette 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 Use, the Member Agreement, and the Community Etiquette are for convenience only and have no legal or contractual effect.
    9. The Parties have requested that these Terms of Use, the Member Agreement, and the Community Etiquette and all related documents be drawn up in English.
    10. These Terms of Use, the Member Agreement, and the Community Etiquette can be amended by the written agreement of the Parties or by SpherePad sending an email to Your email address as listed in Your SpherePad account or on file. Your continued access to the SpherePad Services or failure to terminate these Terms of Use or the Member Agreement or the Community Etiquette 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 TOU.
    11. You specifically agree and acknowledge that You have, in addition to the terms of these Terms of Use, reviewed the Member Agreement and the Community Etiquette and any other agreements which may be incorporated by reference therein, and You agree to be bound by them.
  26. CONTACT.
  27. If you have any questions or concerns relating to the SpherePad Service, Site, the Terms of Use, please contact:

    ATTN: Community Manager
    SpherePad
    1714 Stockton Street #300, San Francisco, CA 94133,

    I ACKNOWLEDGE THAT I HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAVE SOUGHT OR HAVE HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF SPHEREPAD PARTICIPATION IN AND USE OF THE SERVICES, I AGREE TO BE BOUND BY THE TERMS​ (INCLUDING THE ATTACHED COMMUNITY ETIQUETTE)​ AND CONDITIONS OF THIS AGREEMENT.

    This Agreement contains many important provisions that affect Your rights and obligations in connection with the SpherePad services. By signing below, You thereby indicate Your assent to, and agree to be bound by the terms and conditions of this Agreement. If You do not agree to be bound to this Agreement or the terms and conditions it contains, do not Sign below; You will not be permitted to use SpherePad services or to access certain features of the Website. Please print a copy of the Agreement for Your records.


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