TERMS OF USE

 

Please read carefully the following terms and conditions (“Terms of Use”) and the Privacy Policy found at www.sferastudios.com/site/privacypage/privacy which is incorporated herein by reference. These Terms of Use form a legally binding agreement between you (the “User” or “you”) and SFERA STUDIOS, LLC ("SFERA" or "we") in relation to your use of our Website located at www.sferastudios.comand any Content (defined below) appearing thereon (collectively, the "Website").

 

These Terms of Service, which govern your access to and use of our Website, constitute a binding legal agreement between you and SFERA whether you are a registered user or a visitor browsing the Website.

 

Acceptance of the Terms of Use

 

YOU ACKNOWLEDGE AND AGREE THAT BY CLICKING ON THE “I AGREE” BUTTON, OR ACCESSING OR USING THE WEBSITE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.  IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE WEBSITE.

 

If you accept or agree to these Terms of Use on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Use and, in such event, “you” and “your” will refer and apply to that company or entity.

 

You may not use the Website and may not accept these Terms of Use if you are not of legal age to form a binding contract with SFERA.

 

Any use of the Website not provided for herein is expressly prohibited.

 

Access to the Website

 

You are responsible for making all arrangements necessary for you to have access to the Website including without limitation ensuring your ability to access the Internet.

 

SFERA shall have sole discretion in determining the appropriateness of its Website and its Content.

 

You represent, warrant and agree that: (1) you are the person accessing the Website; (2) all information that you provide to us is, to the best of your knowledge and ability, true, accurate and correct, (3) you will not use any robot, spider, other automatic device, or manual process to monitor or copy, in whole or in part, the Website or any third party content or information available on or through our Website or used in connection with our Website without the prior express written permission of SFERA; and (4) you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Website, or that may damage harm or harass SFERA, its employees, and any system, data, or personal information contained on our Website.

 

Proprietary Rights in Website Content

 

SFERA is the owner or the licensee of all intellectual property rights in the Website and all information, content, text, graphics, design, compilation, selection and arrangement of elements, organization, software, and other content that make up, appear on, or are accessible via the Website and/or the Website (the "Content"). You acknowledge that certain Content available on the Website is protected by copyright laws and treaties around the world, and trademark, patent or other intellectual property rights of SFERA or its licensors and affiliates (collectively, “Affiliates”). Except as expressly provided herein, nothing within the Website or its Content shall be construed as conferring any right or license to you under any of SFERA’s or its Affiliates’ intellectual property rights, whether by estoppel, implication, waiver or otherwise.

 

You agree that you will not directly or indirectly use, copy, reproduce, distribute, alter, reverse engineer, modify, create derivative works, broadcast or publicly display any part of the Website or its Content without the prior express written consent of SFERA.

 

All trademarks, service marks, and trade names appearing on the Website are the property of SFERA or the respective owners of such marks or names, and are protected by U.S. and international intellectual property laws. You agree not to defame or disparage SFERA or its Affiliates and their respective trademarks, service marks, and trade names, or any other aspect of the Website, Content, Website or performance tests. Any use of the intellectual property including without limitation the copyrights, trademarks, service marks, trade names, trade dress, Website or Content without the express written consent of SFERA or the owner of said intellectual property, as applicable, is strictly prohibited.

 

Reservation of Rights

 

All rights not expressly granted in these Terms of Use are expressly reserved to SFERA and its Affiliates and respective third parties, as appropriate.

 

Warranty Disclaimer

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND CONTENT ARE PROVIDED ON AN “AS IS, AND AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SFERA DISCLAIMS ALL WARRANTIES, CONDITIONS, TERMS, REPRESENTATIONS AND UNDERTAKINGS, EXPRESS OR IMPLIED, WHETHER ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY SFERA INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. SFERA DOES NOT WARRANT THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  SFERA MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING (1) THE CURRENCY, CORRECTNESS, COMPLETENESS, RELIABILITY, SUITABILITY, AVAILABILITY, OR OPERATION OF THE WEBSITE AND THE CONTENT; (2) YOUR USE OF THE WEBSITE AND THE CONTENT; OR (3) ANY THIRD-PARTY PRODUCTS AND SERVICES YOU MAY OBTAIN OR ANY THIRD-PARTY WEBSITE YOU MAY ACCESS THROUGH THE WEBSITE.

 

Limitation of Liability

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SFERA, ITS EMPLOYEES, SUPPLIERS, AGENTS (INCLUDING ANY TESTERS) OR AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, LOST PROFITS, REVENUE, INTEREST OR BUSINESS, WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF OR RELATED TO YOUR OR ANY THIRD PARTY’S CLAIM (INCLUDING, BUT NOT LIMITED TO, RELIANCE ON OR THE USE OF, DELAY IN BEING ABLE TO USE, OR INABILITY TO USE THE WEBSITE, THE CONTENT IT PROVIDES, OR ANY OTHER HYPERLINKED WEBSITE OR ANY THIRD PARTY PRODUCTS OR SERVICES) REGARDLESS OF LEGAL THEORY, EVEN IF SFERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH SFERA, ITS EMPLOYEES, ITS SUPPLIERS, ITS AGENTS (INCLUDING ANY TESTERS) AND ITS LICENSORS MAY INCUR FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THE AMOUNT ACTUALLY PAID FOR THE SERVICES AT ISSUE. THIS LIABILITY CAP WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES LIABILITY DESPITE THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE.

 

Indemnity

 

You agree to indemnify and hold harmless SFERA, its employees, suppliers, agents (including any testers) and licensors from any third-party claim, liability, loss, damage, cost or expense (including without limitation reasonable attorneys’ fees) arising out of or related to access and use of the Website, and its Content in accordance with the provisions of these Terms of Use; your failure to comply with these Terms of Use; your infringement, violation, or misappropriation of any third party rights, including copyrights; or any violation of applicable laws or regulations.

 

Non-Waiver

 

You agree that if SFERA does not exercise or enforce any legal right or remedy which is contained in these Terms of Use (or which SFERA has the benefit of under any applicable law), this will not be taken to be a formal waiver of SFERA´s rights and that those rights or remedies will still be available to SFERA.

 

Partial Nullity

 

If any tribunal including any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms of Use is invalid, then that provision will be removed from the Terms of Use without affecting the rest of the Terms of Use, which shall continue in full force and effect.

 

Changes to the Terms of Use & Content

 

SFERA reserves the right to modify, suspend, discontinue, disable your access to or otherwise make changes to any part of the Website or its Content at any time, without notice, and without liability of any kind, to you or any third party. We will notify you of any changes by posting the new Terms of Use on the Site.

 

If SFERA changes these Terms of Use, it is your responsibility to review them prior to using the Website to ensure you are aware of and are agreeing to the latest Terms of Use. By using the Website following any modified Terms of Use, you agree to be bound by those changes. Any disputes arising under these Terms of Use shall be governed by the Terms of Use in effect at the time the claim or dispute arose. Any changes apply prospectively only to new transactions or activities after the date of the change.

 

 

 

Termination

 

SFERA may, at its sole discretion, terminate these Terms of Use or its Website for any reason and at any time without notice, and without liability to you of any kind whatsoever.

 

Following termination, all of the legal rights, obligations and liabilities that you and SFERA have benefited from, been subject to (or which have accrued during the time these Terms of Use have been in force) or which are expressed to continue indefinitely, shall be unaffected.

 

Links to Other Internet Sites

 

The Website may contain links to other Internet websites and services that are operated, and maintained by third parties. You acknowledge, understand and agree that SFERA will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, products or services available on such other websites.

 

General Terms

 

These Terms of Use constitute the entire agreement between the parties relating to the subject matter herein, and shall completely replace any prior agreements, oral or written, between you and SFERA in relation to the Website or its Content.

 

You agree that if SFERA does not exercise or enforce any legal right or remedy which is contained in these Terms of Use (or which SFERA has the benefit of under any applicable law), this will not constitute a formal waiver of SFERA’s rights and those rights or remedies will still be available to SFERA.

 

You may not assign or delegate any rights or obligations under these Terms of Use and any purported assignment or delegation shall be ineffective. SFERA may freely assign or delegate all rights and obligations under these Terms of Use, fully or partially.

 

These Terms of Use shall be governed by the laws of the State of California, USA. You hereby consent to the jurisdiction of the courts and tribunals located in the County of Los Angeles in the State of California, USA, for the resolution of any dispute arising out of or related to these Terms of Use, the Website, or its Content, including, specifically its Privacy Policy and treatment of your Personal Information.

 

You agree to comply with all applicable international and national laws that apply to the use of the Website, its Content or your Personal Information.

 

SFERA may provide notices to you via postings on the Website, via email or via any other means of communication for which you have provided contact information, or which are reasonably calculated to provide you with notice.

 

Questions, comments and requests in relation to these Terms of Use should be sent to SFERA via email at info@sferastudios.com, or via regular mail to:

 

Sfera Studios LLC

c/o Raines Feldman LLP

9720 Wilshire Boulevard

Los Angeles, CA 9021