TERMS OF USE
1. Things you must NOT do
1.1 Under these Terms of Use, you agree and undertake that you will not:
- access or use the Sphere Website, partake of the Features or acquire information in regard to the Offering, the Technology and the IP or undertake in any activities or post or transmit to or via the Sphere Website any information or materials which breach any laws or regulations, infringe the IP and any third party's rights, or are contrary to any relevant standards or codes;
- use the Sphere Website or the Features in a way or post to or transmit to or via the Sphere Website or the Features any material which interferes with other users or defames, disparages, harasses, threatens, menaces, offends or restricts any person or which inhibits any other user from the use or enjoyment of the Sphere Website, the Features, the Offering, the Technology or the IP;
- use the Sphere Website or the Features to send unsolicited electronic mail messages to anyone;
- make any fraudulent or speculative enquiries, offerings, representations or requests using the Sphere Website or the Features;
- use another's name or in the case of a subscription feature a subscriber's identification or login (“Subscriber ID”) without express permission from that person;
- post, or transmit via the Sphere Website or the Features, any obscene, indecent, inflammatory, pornographic, illicit or unlawful material or material that could give rise to civil or criminal proceedings;
- tamper with, hinder the operation of or make unauthorised modifications to the Sphere Website or the Features;
- knowingly transmit any virus or other disabling or corrupting feature to the Sphere Website, the Features, the Technology, or the IP; and
- attempt any of the above acts or permit another person to do any of the above acts.
2. Third Party Content
2.1 On the Sphere Website any links to, reference to, or information relating to, or mention of third party products, services and information are not provided or endorsed by us and no specific legal relationship is inferred or implied with any third party unless expressly stated by us.
2.2 We have not checked the accuracy or completeness of the information, products, or services made available at any third party website. You must make your own enquiries with the relevant third party directly before relying on any the third party information or entering into a transaction or agreement in relation to any other party via the Sphere Website or the Features. You should check with the third party whether there are additional charges and terms which may apply.
3. Features, Offering and Technology are subject to change
3.1 All Features, Offerings, Technology and IP appearing on or references to or by the Sphere Website are subject to change without notice and the user is not to place any reliance on the same.
4. Security
4.1 For security reasons we may require you to re-authenticate yourself from time to time. For example after a period of inactivity on the connection between your browser and the Sphere Website or servers supporting or hosting the Features, the Offering, the Technology or the IP (“Servers”). We are not responsible for any information you may lose if the Sphere Website or the Servers terminate your browser session due to prolonged periods of inactivity between your browser and the Sphere Website or the Servers.
4.2 You must comply with all directions issued by Sphere pertaining to the use of your Subscriber ID and access to the Sphere Website, the Features, the Offering, the Technology or the IP and all content, information and material related to the same (“Content”). You (or your Company) will be responsible for providing the computer, hardware, software and all other equipment necessary to access the Internet and you must not send or disclose your Subscriber ID to any other person or entity or store it in a manner that would reasonably allow another person or entity to obtain access to the Subscriber ID, except as specified in clause 4.3 below. If you choose to use a workplace email address to access the Content, you are responsible for ensuring that such use complies with any rules, policies, or protocols which apply to the use of the Internet in your workplace.
4.3 You must not keep your Subscriber ID in any form, whether encoded or un-encoded, in a location where it is capable of being copied or used by any person or disclose your Subscriber ID to any other person, other than: yourself, in the case of a person who is acting as an individual on behalf of themselves; or another employee of your Company, in the case of a person who is acting as an authorised representative of a Company, provided that such other employee agrees to be bound by these Terms of Use, and in all cases, you must keep any computer on which the Subscriber ID is stored physically secure and take all necessary precautions (including, without limitation, when downloading and running third party programs off the Internet) to protect any computer from viruses or programs which might make the Subscriber ID on the computer accessible to third parties.
4.4 You must immediately notify Sphere if you become aware: that your Subscriber ID has been compromised or is known to a third party; or of any unauthorised use of your Subscriber ID; so we can take steps within our control to deactivate the Subscriber ID and issue you with a new Subscriber ID within a reasonable time of being so notified. Notice provided by you under this clause does not release you from your responsibilities under this agreement.
4.5 Sphere does not guarantee: the security of Sphere Website or any systems (including the Internet and the Customer's hardware and software) used in accessing the Content, or any information passed through such systems; or, access to the Content or any systems used in accessing the Content will be continuous, uninterrupted, virus or error free.
5. Privacy
5.1 By your access to and use of the Website and (if applicable) registration of your personal details for the purpose of gaining a Subscriber ID and so access to Content, you expressly understand, acknowledge and agree that under these Terms of Use: Sphere may use or otherwise make available for use by others, personal information about you as it is directly or indirectly associated with or related to the Offering, Technology or IP in which you have expressed interest and which is the subject of the The Privacy Act 1988 (Australia) and associated regulations, or similar legislation in other jurisdictions where such personal information is generated or held (“Data Protection Law”); you must not disclose or permit the disclosure of your Subscriber ID to any other person as this may result in your privacy being breached and/or compromised; Sphere is entitled to assume that all use of your Subscriber ID is by you, unless and until Sphere receives notification from you of a compromise of your Subscriber ID and has a reasonable time to deactivate your Subscriber ID. Sphere will comply with its Privacy Policy in dealing with any disclosure of your personal data associated with your use of the Features or which is related to the Offering, Technology or IP in which you have expressed interest. You must not breach or compromise and/or permit a breach or compromise of any other person's privacy in using the Features or accessing any Content, including without limitation using another person's Subscriber ID; you have accessed, read, understood and agreed to the Privacy Policy; and you consent to receive from time to time updates, information and materials or to have the same made accessible by you and which relate to the Features, the Offering, the Technology or the IP and otherwise your general or specific interests in Sphere and its business or activities or in meeting any express requests as made by you upon registration or otherwise and consent to the use by Sphere of your personal details and all other information provided by you at any time for the purpose of Sphere best determining, creating, developing or enhancing the Features, the Offering, the Technology, IP and related Content in which you have interest or which are consistent with your expressed wishes or requests.
6. Customer Communications
6.1 You acknowledge that where the Features require Sphere to email you, the following will apply: Sphere will address and send emails to you to the email address provided by you on registration (“Contact Details”) and you are solely responsible for ensuring that your Contact Details are correct and current (including email address), your email service is operational and that you check your emails regularly; you must notify Sphere as soon as possible of any changes to your Contact Details using the online method provided by Sphere; if Sphere sends an email to your current email address as listed in your Contact Details, you are deemed to have received that email and Sphere is not obliged to take any further action to confirm that you have received, opened and/or read the email unless you promptly notify Sphere and demonstrate that the email was not delivered to your email address; if Sphere receives an automated email non-delivery notification indicating you have not received the email that Sphere has sent you, Sphere will use reasonable endeavours to attempt to contact you using the any other contact details that you submitted or made available to Sphere, including non-electronic means, but does not guarantee that Sphere will be able to contact you.
7. Indemnity
7.1 You indemnify Sphere its officers, employees, agents and related bodies corporate from and against all actions, claims, suits, demands, damages, liabilities, costs or expenses arising out of or in any way connected to you accessing, downloading, distributing or making use of the Content or otherwise arising from your use of the Sphere Website, the Features or participation in of partaking of the Offering, the Technology or the IP, be it in contract, tort (including negligence) and other theory of law, by you or someone using your name and password.
8. Disclaimer and limitation of liability
8.1 To the extent permitted by law, neither we nor any of our officers, employees, agents or related bodies corporate will be liable in any way in contract or tort (including for negligence) or other theory of law, for any loss, damage, costs or expenses suffered by you or claims made against you through the accessing, downloading, distributing or making use of the Content, or otherwise the access to and use of the Sphere Website, partaking of the Features or participation in, partaking of or reliance on the Offering, the Technology or the IP, or as to any failure in that regard, including a failure to offer, provide or make available the same, or which is in connection with any products, services, offerings, or information supplied, offered to be supplied or advertised by way of the Content.
8.2 To the extent permitted by law, all warranties, conditions and representations about or concerning Sphere, the Features, the Offering, the Technologies or the IP (including without limitation) those forming any part of the Content, are excluded. If a term is implied by law into these Terms of Use and the law prohibits provisions in a contract excluding or modifying liability under that term, then it will be included in these Terms of Use. However, our liability for breach of such term will be limited, at our option, to one or more of the following in relation to products, services of solutions: the replacement of the products, services or solutions or the supply or provision of the equivalent; as to products, the repair of such products or the cost of having the same repaired; as to the provision or services or solutions, the cost of replacing or having repeated the services or solutions or their equivalent.
8.3 You expressly understand and agree that you have not relied on any representation, warranty or undertaking made by Sphere which has not been stated expressly in these Terms of Use. Sphere expressly reserves all of its rights and in its sole discretion may at any time and from time to time, change these Terms of Use and any other information relating to the Features, the Offerings, the Technology and the IP or their Content, including that related to the terms by which the Features are made available or upon which you may participate in, partake of or acquire interest in the Offering, the Technology or the IP, and subsequent use of your Subscriber ID will be governed by the varied Terms of Use. Without limiting the generality of the foregoing, Sphere's ability to give notice by any other means, you expressly understand and agree that you will deemed to have: received adequate notice of such changes where Sphere places a notice on the Sphere Website (including without limitation) the homepage or such part of the Sphere Website as accessed by your Subscriber ID or sends details of the changes to you by way of your Contact Details; and agreed to such changes the next time you have used your Subscriber ID to log onto any part of the Sphere Website where publication of the relevant notice has been made therein.
9. Use of your information and material
9.1 When you send us any feedback, suggestions, ideas, or other materials in relation to the Content via the Sphere Website or the Features, you agree that we can use, reproduce, publish, modify, adapt, and transmit them to others in our total discretion, free of charge and without restriction, subject to our obligations in our Privacy Statement.
10. Taxes & Levies
10.1 If any VAT, GST, State or Federal tax or levy (“Tax”) is imposed on any supply made by us through the Sphere Website or the Features, you must pay to us, in addition to any consideration payable or to be provided by you for this supply, an additional amount for the supply calculated by multiplying the prevailing Tax rate by the consideration for the relevant supply payable or to be provided (without any deduction or set off) by you under any other clause in these Terms of Use. Any amount payable by you is payable on demand by us, whether such demand is made by an invoice or otherwise.
11. Non-Solicitation
11.1 You acknowledge and agree that nothing contained or featured in, accessed or published by or through the Sphere Website or made available to you in respect of the Features or upon you participating in or partaking of the Offering or any interest in Sphere, the Technology or the IP, amounts to or may be deemed an uninvited solicitation for you to partake of the same or which amounts to a public offering, solicitation of you for investment or an invitation for you to invest in or subscribe for any investment or other participation in Sphere, its business or any company, business or corporation associated with Sphere, the Offering, the Technology or the IP.
12. Changes
12.1 We may vary any of these Terms of Use at any time and any Content, at any time and your subsequent use of the Subscriber ID will be governed by the varied Terms of Use. Without limiting Sphere's ability to give notice by any other means, you will be deemed to have: received adequate notice of such changes where Sphere places a notice on the Sphere Website advising that these Terms of Use have been changed; and accepted the changes to these Terms of Use and agreed to be bound by the revised Terms of Use if you continue to use the Subscriber ID to access the Content after the date that notification of changes on the Sphere Website is posted.
13. Termination
13.1 If, in Sphere's reasonable opinion, you breach any of these Terms of Use, we may suspend, terminate or limit your access to the Sphere Website, the Content, and the Features, the Offering, the Technology and the IP and terminate the Terms of Use effective immediately. We reserve the right to cancel your Subscriber ID at any time without notice and/or to discontinue one or more of the Features or your participation in or partaking of any Offering, at any time for any reason. Any withdrawal by Sphere of the Features or an Offering will not affect the validity or operation of any contract governing the Features and an Offering.
14. General Matters
14.1 This agreement is governed by the law in force in Australia, and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of Australia and courts of appeal from them for determining any dispute concerning this agreement.
14.2 If any of these Terms of Use are invalid or unenforceable, it will be struck out and the remaining terms will remain in force.
14.3 If we do not act in relation to a breach by you of these Terms of Use, this does not waive our right to act with respect to subsequent or similar breaches.
14.4 The Agreement is personal to you and you may not assign or transfer your rights or benefits under these Terms of Use to any other person or entity without the prior written consent of Sphere.
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