Terms and Conditions
SPHERE RATES API AND WEB SERVICE SUBSCRIPTION AGREEMENT
This document outlines the terms and conditions ("Terms") under which Sphere Rates (“Provider”) offers access to its API and Web Service ("Services"). These Terms apply whether you subscribe to our trial and/or paid Services directly via our website or through an Order Form.
SPHERE RATES SUBSCRIPTION TERMS AND CONDITIONS
The present Rate Subscription Agreement (referred to herein as the “Agreement”) comes into effect through mutual consensus between Sphere Rates (henceforth known as “Provider”) and the individual/entity who subscribe to Provider’s API and/or Web Services (hereafter referred to as the “Subscriber”). Collectively, the entities involved are termed as the “Parties.”
ADJUSTMENTS AND MODIFICATOIN TO SPHERE RATES, WEB SERVICES AND DATA
Provider can modify, discontinue, or terminate the Site, Web Services, Data without prior notice. Modified terms will be posted on the Site. By using the aforementioned services post-modification, you agree to the updated terms. If changes are unacceptable, discontinuation of usage is your recourse.
ACCOUNT CREATION
Access to the Site, Web Services, Data, and Third Party Data mandates the creation of an "Account." Complete and accurate information, along with a secure password, is essential. Maintaining current details is crucial. Provider may suspend or terminate your Account if information is inaccurate.
FREE TRIAL
During this trial, certain limitations may apply, contingent upon our discretion. The Free Trial is granted only once, upon your initial registration at the Site. Termination of the Trial Period by either party leads to the termination of the Agreement.
PURCHASE FOR CONTINUED ACCESS
After the Free Trial, continued access requires purchasing a Subscription Plan. The chosen Subscription Plan dictates terms for further use. Transition from trial to purchase ensures ongoing engagement with services.
This delineates the journey: registration, trial, and onward to purchase, guided by legal guidelines and terms.
EXTENT OF LICENSING
The subscriber hereby affirms its commitment to refrain from transmitting, displaying, reselling, or facilitating the accessibility of Sphere Rates (or any segments thereof) to any external party, unless explicit written authorization is obtained from Provider.
Subscriber is permitted to utilize exclusively within software applications that are either owned by them or under their license. Subscriber is granted the capability to cache and store the within each distinct Software Application. However, any distribution, sublicensing or resale of Provider’s data is strictly prohibited.
PROPRIETARY RIGHTS
Customer, in addition to the specific rights explicitly conferred herein, recognizes that the Data provided to Customer under the Support Plan, is of a proprietary nature and is the exclusive property of the Provider. The utilization of this Data is restricted to the terms outlined herein. No intellectual property rights or ownership rights are transferred to the customer beyond the right to use it in accordance with the agreement.
FEES
When engaging with the Web Services and Data, subscriber agrees to remit fees to the Provider in alignment with the chosen Subscription Plan. These Subscription Fees encompass your access to the aforementioned resources and shall be defined as follows:
a.
Subscription Fees are detailed either in accordance with your selection via the Site during purchase or through negotiation facilitated between you and the Provider.
b.
Unless a distinct arrangement is established, all Subscription Fees are due at the initiation of each subscription term, as indicated in the Subscription Plan. Payment will be automatically charged to the method you furnish via the Site.
c.
It is important to note that Subscription Fees do not incorporate taxes, duties, levies, tariffs, or other governmental charges (“Taxes”). Your responsibility includes settling all Taxes and any associated interest and penalties.
d.
In the absence of a free trial period, Subscriber, in accordance with Provider’s policies, shall settle Subscription Fees, as laid out on Provider’s website, for the designated license level selected by Subscriber. Commencement of access to Sphere Rates is contingent on the receipt of the initial payment from Subscriber.
e.
Provider retains the right to adjust Subscription Fees upon renewal, notifying Subscriber in advance via email or website postings.
f.
Should you enlist further Provider’s data services after entering this Agreement, prevailing Subscription Fees outlined on Provider's website will be applicable.
g.
Payments outside credit card transactions are due within 30 days of Provider's invoice delivery. Credit card payments are processed on service initiation and the beginning of each billing cycle thereafter.
h.
Provider may modify Subscription Fees and terms as deemed necessary, with prior notification to Subscribers.
INDEMNIFICATION
a.
For Our Subscribers: By engaging with our services, you're committing to defend, absolve, and hold harmless our company, including its leadership team, employees, associates, and representatives from any demands, liabilities, costs, damages, or expenses, including those tied to legal representation. This promise is particularly relevant if issues arise from your misuse of our services, any breach of our mutual agreement, or from third-party claims linked to your use of our exchange rates, authorized or otherwise, under this agreement.
b.
Our Promise to You: In turn, we stand by to defend, protect, and clear you, along with your affiliates, from any financial burdens or legal claims that may crop up concerning allegations of intellectual property rights violations by our exchange rates. We're committed to shouldering the cost of legal defenses and other related out-of-pocket expenses stemming from such claims.
WARRANTY
The Service is provided "AS IS" and "AS AVAILABLE," without any warranties. The Provider and its Affiliates, licensors, and service providers expressly disclaim all warranties, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The Provider does not guarantee that the Service will meet your requirements, operate without interruptions, be error-free, or correct any errors. Additionally, the Provider does not warrant the accuracy, reliability, or currency of the content provided through the Service, nor does it assure the absence of harmful components like viruses or malware. Some jurisdictions may not allow the exclusion of certain warranties or limitations on statutory rights, but to the maximum extent permitted by applicable law, the disclaimers and limitations in this section apply.
LIMITATION OF LIABILITY
Unless otherwise explicitly stated in this agreement, the cumulative liability of the "Provider" towards the "Subscriber" and any other third party, in relation to this agreement or the "Subscriber's" utilization of the DATA or Web Services shall not exceed (3) three months prorated subscription fees paid by the “Subscriber”. This limitation is applicable irrespective of the nature or basis of the claim or legal action. The "Provider" shall not bear responsibility for any secondary, consequential, distinct, punitive, illustrative, or reliance-related damages arising from or in connection with this agreement. Moreover, the "Provider" shall not be held liable for any damages stemming from disruptions or interruptions in communications or services, the unavailability or inoperability of services, technical failures, loss of data, or loss of profits. This remains true even if the "Provider" had prior knowledge or ought to have anticipated the possibility of such damages, and even if measures could have reasonably been undertaken to prevent such damages. This limitation of liability remains in force even in scenarios where the primary purpose of any limited remedy fails to be fulfilled.
EXCLUSION OF CONSEQUENTIAL DAMAGES
Under no circumstances, shall either party (or any third-party agents involved in the procurement or provision of Sphere Exchange Rates, or in facilitating payments related to it) be liable to the other for any special, indirect, incidental, or consequential damages that may arise due to or in connection with a breach of this Agreement. This applies even if such damages were foreseen or discussed beforehand.
TERM AND TERMINATION
a. Initiation and renewal
This Agreement begins when you signify your acceptance by subscribing to the paid plan, accessing, or utilizing this site. It remains in effect for the duration of the Free Trial period. Upon purchasing a Subscription Plan for Web Services, Data, or Third Party Data (referred to as the "Start Date"), the Agreement automatically renews. It continues throughout the Initial Term specified by the Subscription Plan. After the Initial Term, it automatically renews on the day following the last day of the Initial Term, referred to as the "First Renewal Date." Subsequently, it renews on the first day of each Renewal Period defined by the Subscription Plan unless one of the parties notifies the other in accordance with this Agreement. Collectively, the Free Trial, the Initial Term, the First Renewal Date, and each subsequent Renewal Period are referred to as the "Term."
b. Termination
During the Free Trial period, either party can terminate this Agreement. Following the Start Date, termination is possible before each renewal term, as determined by the First Renewal Date and the Renewal Period of the Subscription Plan. Termination requires delivering written or electronic notice at least thirty (30) days before the start of each renewal term. Additionally, either party can terminate this Agreement at any time if the other party violates a significant term and fails to rectify the breach within ten (10) business days after receiving written notice. If the breach cannot be remedied within this timeframe, the breaching party must provide evidence, to the satisfaction of the non-breaching party, that it is taking reasonable steps to rectify the breach.
REFUND
We do not offer refunds for any Subscription Fees or other amounts paid under this Agreement. As per standard industry practice for SaaS companies, if you decide to cancel your subscription, it will be terminated just before the commencement of the upcoming billing cycle. We strongly recommend that you thoroughly evaluate our products by utilizing our trial plan and subscribe only when you are fully satisfied with our services.
MISCELLANEOUS
a.
Survival: Certain sections of this Agreement will remain in effect after its termination or expiration. This includes sections that, by their nature, should reasonably continue. Any modifications or amendments to these provisions will also endure. This ensures the persistence of essential definitions and ongoing responsibilities beyond the Agreement's conclusion.
b.
Force Majeure: Neither party shall be considered in default of any provision in this Agreement, nor shall they be held liable for any delays, failures in performance, or service interruptions arising directly or indirectly from events beyond their reasonable control. Such events may include acts of God, actions by civil or military authorities, civil disturbances, war, acts of terrorism, labor strikes, fires, natural disasters, power or telecommunications failures, or any other causes outside their reasonable control. This provision ensures that neither party will be responsible for performance issues resulting from unforeseeable circumstances.
c.
Assignment. Both parties are generally not allowed to transfer or assign this Agreement without obtaining prior written consent from the other party. However, there is an exception to this rule. If either party is involved in a merger or acquisition, they may transfer this Agreement as part of that process. This exception is in place to accommodate circumstances where a change in ownership or structure occurs.
d.
Waiver. Waiving one party's performance failure under this Agreement does not imply a waiver of any ongoing or future performance failures, whether they are similar or different in nature.
e.
Subscriber hereby grants permission to Sphere Rates, its affiliates, or subsidiaries, to contact Subscriber for marketing, promotional, or other informational communications, in compliance with applicable data protection and privacy laws. This consent includes communications related to Sphere Rates's products, services, and updates. Subscriber may opt out of receiving such communications at any time by following the provided unsubscribe instructions or by contacting Sphere Rates directly.
f.
Both Provider and Subscriber acknowledge that in the event of any dispute or claim arising from this Agreement, they shall first attempt to resolve it through internal escalation to higher management levels. If the dispute remains unresolved, it shall be submitted to arbitration in accordance with the rules and procedures of the ICDR Canada, and the arbitrator's decision shall be final and binding, with no right of appeal.
g.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, excluding its conflict of laws principles.
h.
This Agreement does not establish a partnership, joint venture, or agency relationship between the parties. Neither party can legally bind the other or assume obligations on the other's behalf without obtaining prior written consent from the other party.
i.
In the event that a court determines that any part or parts of this Agreement are invalid, illegal, or cannot be enforced, it will not impact the validity, legality, or enforceability of the other parts of the Agreement in any manner.
j.
This Agreement replaces and takes precedence over all previous agreements between the Subscriber and Provider regarding Sphere Rates. Those prior agreements are no longer valid or effective.
The parties can communicate with each other by sending notices through email, fax, or certified mail. To contact Provider, please use the email address info@sphererates.com. Customer will receive notices at the email address provided during the registration process to access the Web Services.
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