Welcome to https://Sphere.finance. These terms (“Terms”) govern the use of our services (“Services”), which include the use of Sphere’s website here (“Site”) that provides a user interface (“Platform”) to access a decentralized protocol on the Polygon blockchain, and any other software, apps, tools, features, or functionalities provided on or in connection with our services. To use our Services, you ("User," "you," or “your”) must agree to these Terms with Sphere (“Sphere ”, “we”, "us," or “our”), which is the company that runs the Site.
Please note: Please read the Terms carefully. The Terms contain important information, including the risks you take in using our Services and the indemnity you provide to us. If a dispute arises between you and us that cannot be resolved, it is mandatory to use arbitration as a dispute resolution mechanism, and you cannot initiate or participate in class action proceedings. You should only access the Services if you agree completely with these Terms.
Our Services relate to Digital Assets, which refer to any digital representation of value based on, or built on top of, a cryptographic protocol of a computer network, including digital tokens that may be referred to as "cryptocurrency," "digital payment token" or "virtual currency". There are risks in trading or otherwise dealing in Digital Assets. We explain some of these risks in these Terms.
Please note that Sphere Finance is an experiment in the field of decentralized governance structures, in which participation is entirely at your own risk.
Your use of the Services is governed by the version of the Terms in effect on the date of use. We may make changes to the Terms from time to time without prior notice. If we do this, we will post the changed provisions on the Site, and the revised Terms shall be effective at such time. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the Terms that apply when you use the Services. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Site or Platform and through other communications. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services. You understand and agree that your continued use of the Services or the Site after we have made any such changes constitutes your acceptance of the new Terms.
Some Services described in these Terms or on the Site or Platform may not be available in all jurisdictions or to all Users. As our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion and without liability to you as a result.
By using our Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, then you may not access or use the Services.
Your use of the specific Services may be subject to additional terms and policies as may be posted on the Site or Platform from time to time.
Those additional terms and conditions, which are available with the relevant Services, then become part of your contract with us if you use those Services. In the event of a conflict between these Terms and any additional applicable terms we may provide for a specific Service, such additional terms shall control for that specific Service.
Your ability to use our Services is subject to the following conditions:
The Services we may provide to you include the provision of a Platform on which Users may access decentralized finance (“DeFi”) services such as lending, liquidity providing, trading and staking, and develop or launch their own DeFi applications. You may also purchase, use and trade in our Token, known as SPHERE Token.
To use some of our Services, you need a Metamask or other compatible Digital Asset wallet or address (“Wallet”). This is how we identify you and your activity on our Platform (“your linked Wallet”).
You agree to be responsible for all action taken using your linked Wallet, whether authorized by you or not until you notify us that your linked Wallet has been compromised. You agree to notify us immediately if you suspect your linked Wallet has been compromised or otherwise suspect any security issues related to your use of the Services.
You may close your linked Wallet with us by disconnecting your Wallet from our Platform.
Sphere may restrict, suspend, or close your linked Wallet if we reasonably believe that you have broken any rule in these Terms.
SPHERE Token or other Digital Assets that you purchase or use with the Services may be held in one or more Wallets of yours. Sphere does not operate, maintain, control, or have custody over any contents of your Wallet. We accept no responsibility for, or liability to, you in connection with your Wallet and make no representations or warranties regarding how the Service will operate with any specific Wallet. Any issues relating to your Wallet should be addressed to your Wallet provider. We are not responsible for any acts or omissions by you in connection with your Wallet as a result of your Wallet being compromised.
You must provide all equipment, connectivity, and software necessary to connect to the Service. You are solely responsible for any costs and expenses, including Internet connection or mobile fees, which you incur when accessing the Services.
The Service, Site and Platform contain ContentContent that may include text, files, documents, graphics, images, designs, music, software, audio and video (“Content”). The Service and all Content contained therein or made available through the Service, including without limitation the Sphere logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “ Sphere’s Content”) belong to us or our licensors.
You are solely responsible for owning all intellectual property rights to your own Content that you may legally post on or submit to the Platform or Site (“Your Content”). You provide us a license to store, copy, publish and analyze Your Content for the purpose of providing our Services, such as publishing Your Content to other Users. We may do so without notice and without compensation to you, and we are not obliged to do so in any event. You agree that any feedback provided to us can be used at our discretion in any manner.
When Your Content is removed from the Platform or Site, our License ends when the last copy disappears from Sphere's backups, caches, and other systems, unless other licenses have been provided in relation to Your Content, such as a Creative Commons license.
You agree and acknowledge that you will not do, or attempt to do, the following (“Prohibited Activities”) without our express prior written permission in each case:
If you become aware of any use of the Services that is in violation of any of the terms specified in this section, please contact us at our official Discord channel to report it.
We do not represent, warrant or undertake that we will buy back, redeem, burn or provide any other similar features in relation to SPHERE Token or other Digital Assets. However, we may do any of the foregoing at our discretion. We are not required to warn any User or a third party when we decide to exercise this right.
You understand and agree that your purchase, sale, holding, receipt or use of SPHERE Tokens, other Digital Assets or other assets from the Services does not:
You represent and warrant that:
Unless otherwise indicated in writing by us, Sphere’s Content is the proprietary property of Sphere, its Affiliates, or our licensors, as applicable. You may not use any of Sphere's Content to link to the Service without our express written permission. You may not use framing techniques, metatags or other 'hidden text to enclose any Sphere’s Content without our express written consent.
Sphere, our Affiliates and our licensors exclusively own all right, title and interest in and to the Service, including all associated intellectual property rights therein. You acknowledge that the Service is protected by trademark, copyright and other laws. The appearance and style of the Site and Platform constitute the trademark of Sphere, our Affiliates, and licensors and may not be copied, imitated or used in whole or in part without our express written permission. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service. You also agree that you will not apply for, register, or otherwise use or attempt to use any of our trademarks anywhere in the world without our prior written consent.
It is our policy to terminate in appropriate circumstances Users who repeatedly infringe or are believed to be repeatedly infringing the intellectual property rights of Sphere, its Affiliates or third parties. Provided that you are eligible for the use of the Services and subject to your compliance with these Terms and applicable laws, you are granted a worldwide, non-exclusive, revocable, non-transferable, non-assignable, non-sub-licensable, royalty-free, limited and personal license in relation to Sphere’s Content solely for your own use in connection with the Services (“Licence”).
Except for Your Content legally posted on the Site or Platform, you may not republish Sphere's Content on any internet, intranet or extranet Site or incorporate the ContentContent in any other database or compilation. Any use of Sphere’s Content other than as specifically authorized herein without our prior written permission, is strictly prohibited and will terminate the License granted herein. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This License is revocable by us at any time without notice and with or without cause.
Where a third party owns the intellectual property, including but not limited to copyright, patents or trade secrets, associated with the Services ("Third Party I.P."), you acknowledge and agree that:
You are solely responsible for all costs incurred by you in using the Services and determining, collecting, reporting and paying all applicable Taxes. As used herein, “Tax” or “Taxes” refers to any and all federal, state, local, municipal and national taxes, duties, levies, tariffs and other governmental charges, including gross receipts, personal or corporate income, profits, sales, use, occupation, goods and services, value-added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to any such amounts. The use of our Services may require Platform fees payable to the smart contract. These are named taxes "Sphere Tax". These are simply fees in the smart contract. Also explained in more detail in our Docs (https://docs.sphere.finance/basics/tax). These are to be clearly distinguished from the legally personally payable Taxes, which may be incurred depending on your individual jurisdiction and are entirely your own responsibility.
All payments you make to Sphere, other Users or the Platform under these Terms shall be made in full without any deduction or withholding (whether in respect of set-off, counter-claim, duties, tax, bank transfer fees, charges or otherwise) unless a deduction or withholding is required by any applicable law, in which event you shall:
We reserve the right to report any activity occurring using the Services to relevant Tax authorities as required under applicable law. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to our Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any Tax authority including any information derived from the Services.
We reserve the right to impose any fees, commissions, Sphere Tax, royalties, and other charges (collectively, the “Fees”) at our sole discretion at any time for your use of our Services.
By using our Services, you agree to pay all applicable Fees, and you authorize us to automatically deduct other Fees (including any gas fees or payment processing fees, as applicable) directly from your payment.
All Fees are non-refundable except at the sole discretion of Sphere (for Fees within its control) or applicable third parties.
You accept and acknowledge:
The price of Digital Assets can fluctuate significantly. In using the Services, you may lose all your money that you have used in purchasing or otherwise dealing in Digital Assets.
You have done your research before you decide to purchase, sell, transfer, or otherwise interact with Digital Assets, and you are using the Services at your own risk.
Digital Assets exist only by virtue of the ownership record maintained on its supporting blockchain. Any transfer of title occurs on the decentralized ledger within such blockchain network. We do not guarantee that we can effect the transfer of title or right in any Digital Assets. Transactions in Digital Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Transactions in Digital Assets may be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction.
The Services may be temporarily unavailable from time to time for maintenance or other reasons. Sphere will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services, however caused.
Sphere will not be responsible for any risks to you from using the Services, which include, but are not limited to:
We are not providing any financial, legal, tax, accounting or other professional advice. Nothing from our Services, including any Content on the Platform, should be construed as financial, legal, tax, accounting or other professional advice. If you are in doubt, please consult an independent professional advisor from persons licensed and qualified in the area for which such advice would be appropriate.
Links to Third Party Websites or Content
The Services may allow you to access third-party websites or third-party ContentContent. We provide access only as a convenience and are not responsible for the Content, products, or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or Content.
References to any other products, services, Content, processes or other information by name, trademark, manufacturer, supplier or otherwise on the Service does not constitute or imply endorsement, sponsorship or recommendation by Sphere.
If you elect to sell, purchase, or trade Digital Assets, any transactions that you engage in will be conducted solely through the blockchain network governing such Digital Asset and you will be required to make or receive payments exclusively through your Wallet. We will have no control over these payments or transactions, nor do we have the ability to reverse any transactions. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you enter into in relation to the Service.
Your use of the Services is at your own risk. You understand and agree that the Services provided, including any Digital Assets listed therein, are provided on an “as is” and “as available” basis without warranties or conditions of any kind, either express or implied. Sphere (and its service providers) make no representation or warranty:
Sphere disclaims all other warranties or conditions, express or implied, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law, as to the Service and Sphere’s Content.
We will not be responsible or liable to you for any loss in relation to your use of Services, or Digital Assets, or your disclosure of ContentContent online, including but not limited to any losses, damages or claims arising from:
Sphere will not be responsible or liable to you for any losses when we decide to sell or purchase any quantity of Digital Assets at our sole discretion.
Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not fully apply to you.
Nothing in these Terms shall exclude or limit the liability of either party for fraud, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.
To the maximum extent permitted by law, neither Sphere , nor its service providers involved in creating, producing, or delivering the Services will be liable for: any incidental, special, punitive, exemplary or consequential damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute services of any kind arising out of or in connection with these Terms or from the use of or inability to use the Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Sphere or its service providers has been informed of, or could foresee, the possibility of such damage.
To the maximum extent permitted by law, neither Sphere nor its service providers will be liable for any damages to your computer system, mobile device or data from the use of the Service and any third-party sites.
To the maximum extent permitted by the law of the applicable jurisdiction, in no event will Sphere ’s total liability, arising out of or in connection with these Terms or from your use of or inability to use the Services, exceed the amounts you have paid or are payable by you to Sphere for use of the Services, or one hundred U.S. Dollars (USD 100) if you have not had any payment obligations to Sphere, as applicable.
The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between Sphere and you.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Sphere, and our respective past, present and future Affiliates, employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, agents, representatives, predecessors, successors and assigns, from and against all actual or alleged third-party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to:
You agree to promptly notify us of any Claims and cooperate with us in defending such Claims. You further agree that Sphere shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any written agreement between you and Sphere .
The laws of some jurisdictions may limit or not permit certain provisions of this Agreement, such as indemnification, the exclusion of certain warranties or the limitation of liability. In such a case, such provisions will apply only to the maximum extent permitted by the laws of such jurisdictions. Also, you may have additional legal rights in your jurisdiction, and nothing in these Terms will prejudice such rights that you may have as a consumer of the Services under such applicable law.
We may suspend or terminate your access to the Services at any time in connection with any transaction as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating these Terms or the terms of any third-party service provider. Such suspension or termination shall not be construed as a breach of these Terms by Sphere. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Services. Such limitations may include where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Services. We also reserve the right to cooperate with law enforcement authorities and disclose any information in our possession or from our Services that we deem necessary to meet any applicable laws, regulations or legal processes.
You acknowledge and agree that we shall have no liability or obligation to you in such event that we suspend or terminate your access to the Services, and that you will not be entitled to a refund of any amounts that you have already paid to us. Upon any termination of these Terms, all sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding such termination. Termination will not limit any of our other rights or remedies at law or in equity.
These Terms and any action related thereto will be governed by the laws of the British Virgin Islands, without regard to conflict of laws of the British Virgin Islands or any other jurisdiction.
You and Sphere each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) shall be referred to and finally resolved by arbitration in accordance with the BVI IAC Arbitration Rules. The number of arbitrators shall be one. The place of arbitration shall be Tortola, British Virgin Islands, unless the Parties agree otherwise. The language to be used in the arbitral proceedings shall be English.
The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. This arbitration provision shall survive termination of these Terms.
As limited exceptions to the section above:
You and Sphere agree to resolve disputes in good faith prior to either party initiating an arbitration, small claims court proceeding or equitable relief for intellectual property infringement. If the parties do not reach an Agreement to resolve the Dispute within thirty (30) days after initiation of this dispute resolution process, either party may commence an arbitration, file an action in small claims court, or file a claim for injunctive or equitable relief in a court of proper jurisdiction for matters relating to intellectual property infringement, if the claims qualify.
Payment of all filing, administration and arbitrator fees will be governed by the BVI IAC Arbitration Rules, and we will not seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If you prevail in arbitration, you may be entitled to an award of attorneys' fees and expenses to the extent provided under applicable law.
You and Sphere each waive the right to a trial by jury or to participate in a class, representative or consolidated action or proceeding. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding, without the written permission of all parties involved.
We reserve the right to sell or purchase any quantity of Digital Assets at our sole discretion. We are not required to warn any User or a third party when we decide to exercise this right.
We reserve the right, at any time, in our sole discretion, to block access to the Services from certain I.P. addresses and unique device identifiers.
These Terms constitute the entire and exclusive understanding and Agreement between Sphere and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Sphere and you regarding the Services.
You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Sphere may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
If an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, then the invalid or unenforceable part will be severed from the Terms while the remaining parts of these Terms will remain in full force and effect.
By using our Services, you consent to receive electronic communications from us (including messages on third-party platforms, Platform messages, or other types of messages).
Any notices or other communications provided by Sphere under these Terms will be given by posting on the Platform, on our official Discord channel, on our official Twitter page or any other platform that we may inform you.
Communication made by posting on the Platform or on any other platform will constitute written notice for the purposes of these Terms when the message is recorded to be posted on such Platform by system record, except where the time of posting is not between 09:00 am and 5:00 pm on a day on which business is generally carried on in the place to which such notice is sent, in which case the notice will be deemed to have been received at the commencement of business on the next such day in that place.
Sphere’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Sphere. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Sphere shall not be liable for any action, omission, duty or obligation due to any occurrence that is beyond our control, including:
If you have any questions about these Terms or the Services, please contact us at our official Discord channel. We welcome feedback and suggestions for our Services. You agree that any feedback provided to us can be used at our discretion in any manner, without notice and without compensation to you.