Last Updated: July 15, 2019
SERVICES ACCESS AND ACCOUNT REGISTRATION
To access the Services, you may be asked to provide certain account information and other details, including creation of a Sphero Edu account. This account information helps us to create and maintain an account for you, which is necessary for providing you the content and customer service you request; as such, it is a condition of your use of the Services that all account information you provide is correct, current, and complete.
With regard to your contact information, billing information, name, password, any other piece of information you provide to us as part of account creation (collectively, “Account Information”), you agree to treat such Account Information as confidential. You also acknowledge that your Account Information is personal to you, and you agree not to provide any other person with access to the Services using your Account Information. You agree to notify us immediately at firstname.lastname@example.org of any unauthorized access to, or use of, your Account Information or any other breach of security that you become aware of.
Except as provided herein, you may not transfer your Account Information to any other person and you may not use anyone else’s Account Information or account at any time. In cases where you have nevertheless authorized or registered another person to use your account or Plan, or where you have acted negligently in safeguarding your Account Information as set forth above, you agree you are fully responsible for (i) the acts and omissions of such person accessing the Services with your Account Information, (ii) controlling the person’s access to and use of the Services, and (iii) the consequences of any use or misuse by such person. We reserve the right to cancel your Plan for violations of the foregoing section.
(a) Plan Scope. The scope, features, and price of your access to the Services are determined by the subscription plan and account type you register for, purchase, order, renew, or change into (each, a “Plan”)—to further review the scope, features, and price of Sphero’s Plans, please contact email@example.com. Your use of and access to the Services is expressly conditioned upon timely payment of the applicable fee associated with your Plan.
We reserve the right to increase or decrease any Plan fee at any time; however, to the extent you have paid your fee in advance, the increase or decrease will not become effective for your Plan until the end of your current subscription term or your next renewal.
(i) If a payment is not successfully settled due to expiration, insufficient funds, or otherwise, and you do not edit your payment information or cancel your account, you remain responsible for any uncollected amounts and authorize us to continue billing you. This may result in a change to your payment billing dates. We may update your Account Information with information provided by the applicable payment service provider, and you authorize us to continue to charge the applicable fee to you.
(ii) Your transaction with us may be subject to foreign exchange fees or differences in prices because of exchange rates. We do not support all payment methods, currencies, or locations for payment. If your payment method fails, or if your account is past due, we may collect fees owed using other collection mechanisms—this may include charging other payment methods on file with us or retaining collection agencies and legal counsel, the fees and cost of which you hereby agree to pay. Notwithstanding anything to the contrary, your obligation to pay fees continues through the end of your applicable subscription term and regardless of whether you cancel your Plan during such term.
4.1 INDIVIDUAL PLANS
4.2 ENTERPRISE PLANS
(a) Enterprise License(s). If you choose or purchase an Enterprise subscription plan, Sphero grants you a non-exclusive, non-transferable license to use the Services for the subscription term length, which shall be one year unless you and Sphero agree otherwise in writing.
(b) Individual Users. The Enterprise License allows a specific number of your employees or affiliate employees to register as Sphero users (each, an “Enterprise User”) and receive access to the Services by way of your Enterprise License. Each Enterprise User must be designated by the Enterprise purchasing the License, after which each User will be provisioned unique Account Information to register for a Sphero account and receive access to use the Services through an individual single-use subscription (an “Individual Enterprise Subscription”). Each Individual Enterprise Subscription is to be used solely by the named Enterprise User. Each Individual Enterprise Subscription may not be shared amongst Enterprise Users nor may it be shared amongst multiple employees, affiliate employees, contractors, agents, or other individuals. Before any renewal term, you may switch holders of Individual Enterprise Subscriptions to new Enterprise Users for such renewal term by following Sphero’s instructions.
You must purchase an individual Curriculum license for each person that will use the Curriculum (a “Curriculum licensee”). Upon Curriculum purchase, we will send the purchaser a prompt to create or link accounts for each Curriculum licensee. Each Curriculum license is to be used solely by the named Curriculum licensee. Each Curriculum license may not be shared amongst Curriculum licensees, nor may it be shared amongst multiple employees, affiliate employees, contractors, agents, or other individuals. Sphero reserves the right to terminate any Curriculum license for breach of this Section 4.3.
All fees, whether paid on a one-time basis or annually, are non-refundable. Exceptions for extenuating circumstances may be considered by emailing firstname.lastname@example.org; however, we are in no way required to refund you any portion of any fee.
4.5 RENEWAL; SUSPENSION; TAXES
(a) Unless otherwise set forth in writing and signed by you and Sphero, YOU UNDERSTAND AND AGREE THAT AT THE END OF EACH APPLICABLE TERM FOR INDIVIDUAL AND ENTERPRISE PLANS, WE WILL AUTOMATICALLY RENEW YOUR PLAN (INCLUDING ALL INDIVIDUAL AND/OR ENTERPRISE SUBSCRIPTIONS ON YOUR PLAN) FOR THE SAME LENGTH OF TERM AND PROCESS YOUR PAYMENT OR INVOICE FOR PAYMENT OF THE APPLICABLE LICENSE FEE FOR THE RENEWAL TERM AT THE THEN-APPLICABLE PRICE FOR YOUR PLAN.
By way of example, if you purchase 10 Individual Enterprise Subscriptions under a 1-year Plan beginning January 1, 2019, we will process your fee or invoice you for the 1-year cost of those subscriptions on the date of your checkout. Unless you notify us at least 30 days prior to December 31, 2019, we will renew your Plan on or around January 1, 2020 for one year and on or around January 1st each year thereafter for 10 Individual Enterprise Subscriptions at the then-applicable price for such subscriptions.
(b) Curriculum Plans will not auto-renew; however, you may renew Curriculum for subsequent terms by following the instructions in a renewal notice.
(c) Suspension Because of Nonpayment. If payment is not received within the required time period, or if we are unable to renew your Plan based on inaccurate or outdated payment information, we may suspend your access to the Services until payment is received. In the event we suspend your Plan because of nonpayment, no additional time will be added to the then-applicable Term.
MOBILE AND OTHER DEVICES
If you use a mobile device or Sphero-provided mobile application to access the Services, the following additional terms and conditions (“Mobile Terms”) also apply:
(a) You agree that you are solely responsible for all message and data charges that apply to use of your mobile device to access the Services. All such charges are billed by and payable to your mobile service provider. Please contact your participating mobile service provider for pricing plans, participation status, and details.
(b) You understand that wireless service may not be available in all areas at all times and may be affected by product, software, coverage, or service changes made by your service provider or otherwise. Additional terms and conditions may apply to your use of our mobile applications based on the type of mobile device that you use.
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Services (“Feedback”). You acknowledge and agree that any and all Feedback provided by way of the Services or otherwise will be the sole and exclusive property of Sphero, and you hereby irrevocably assign to Sphero and agree to irrevocably assign to Sphero all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist Sphero to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
DO’S AND DON’TS
(a) When using the Services, you warrant and agree that you will:
comply with all applicable federal, state, local, or international law or regulations (including without limitation any laws regarding copyright, intellectual property, privacy and personal identity, or the export of data or software to and from the U.S. or other countries);
provide true and accurate information to us and keep it updated;
use any interactive features in a respectful manner.
(b) When using the Services, you will not:
reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, capture, download, save, upload, print, or otherwise transfer or retain information or content available on the Services other than with regard to Authorized Downloadable Materials, subject to the limited permissions set forth herein;
manually or systematically harvest, scrape, collect, or otherwise extract information or data contained on the Services, other than permitted use of Authorized Downloadable Materials or temporary storage of video materials for offline viewing (if permitted by your Plan);
permit or provide others access to the Services using your Account Information or otherwise, or the Account Information of another authorized user;
impersonate or attempt to impersonate Sphero, a Sphero employee, another user, or any other person or entity (including without limitation by using e-mail addresses or Account Information associated with any of the foregoing) or provide incorrect or knowingly false information;
remove or modify any copyright, trademark, legal notices, or other proprietary notations from the Proprietary Materials or any other content available on the Services;
co-brand or frame the Services or establish a link in such a way as to suggest any form or association, approval, or endorsement on our part, without the prior express written permission of an authorized representative of Sphero.
REPRESENTATION, WARRANTIES, AND COVENANTS
(a) Your Representations and Warranties. You represent and warrant that:
(ii) You are solely responsible for all service, telephony, data charges, and other fees and costs associated with your access to and use of the Services, including without limitation maintaining all internet, browser software and extensions, computer hardware, telephone, and other equipment required for such access.
(d) Reliance and Functionality. Sphero does not warrant that the content or functions of the Services will meet your requirements or that the operation of the Services will be uninterrupted or error free. The content and materials presented on or through the Services are made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from or related to any reliance placed on such materials by you or by anyone who may be informed of any of its contents. The Services may include content provided by third parties, including materials provided by other users, bloggers, or third-party licensors, syndicators, aggregators, and reporting services. All statements and opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Sphero, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Sphero. We are not responsible or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
(e) Availability of Services. You recognize that the traffic of data through the Internet may cause delays during your use of or access to the Services, and accordingly, you agree not to hold us liable for delays that are ordinary in the course of Internet use. You further acknowledge and accept that the Services may not be available on a continual 24-hour basis due to such delays, delays caused by our upgrading, modification, or standard maintenance of the Services, or any other delays outside of our control.
(f) Third-party services, links, SSO, OAuth, etc. If any portion of the Services contains services (e.g., discussion forums), links, resources, or materials provided by third parties, including without limitation URL links, discussion forum engines, single-sign on services (SSO), OAuth resources (e.g., Facebook, GitHub, LinkedIn, etc.), or capabilities to share to social media websites, these are provided for your convenience only. This may include links contained on courses or in advertisements, including banner advertisements and sponsored links on the Services. We have no control over the contents, software, or privacy practices of these third-party services, links, resources, or materials, and accept no responsibility for them or for any loss or damage that may arise from your use of them—if you access or use them, you do so entirely at your own risk.
TERMINATION; CANCELLATION POLICY
(c) You acknowledge and agree that Sphero may retain and store your information on Sphero’s systems for archival purposes notwithstanding any termination or cancellation of your account or Plan.
(b) Indemnification Procedure. You agree to cooperate as fully as reasonably required in the defense of any Claims, including asserting any available defenses. We reserve the right, at our own expense, to assume the exclusive defense and control of any Claims or matter otherwise subject to indemnification by you and you may not in any event settle any Claims without our prior written consent.
NO WARRANTY; LIMITATIONS ON LIABILITY
(a) No Warranty. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED. NEITHER SPHERO NOR ANY PERSON OR ENTITY ASSOCIATED WITH SPHERO MAKES ANY PROMISE, WARRANTY, OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER SPHERO NOR ANY PERSON OR ENTITY ASSOCIATED WITH SPHERO PROMISES, REPRESENTS OR WARRANTS THAT THE SERVICES OR CONTENT OBTAINED THROUGH THE SERVICES OR ANY PORTION THEREOF WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ITS CONTENT OR MATERIALS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. SPHERO HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
CHANGES TO TERMS OR THE SERVICES
(b) Changes to the Services. Sphero may at any time, without notice or liability, change or eliminate any content or feature of the Services or any portion thereof, or restrict the use of any portion of the Services. Your only right with respect to any dissatisfaction with any service-related change or elimination is to cease use of the Services. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any reason.
(i) by Sphero to you via e-mail to the e-mail address you maintain in your account settings or by notifying you electronically by displaying the notice in the Services;
(ii) by you to us in any commercially reasonable manner, including certified mail, return receipt requested, e-mail, or any other customary means of communication at the applicable mailing address set forth below, as may be updated from time to time. Any notice given otherwise than in accordance with this Section will be deemed ineffective.
4772 Walnut St., Suite 206
Boulder, CO 80301
Attn: Legal Counsel
All other feedback, comments, requests for technical support, or other communications relating to the Services should be directed to the Sphero support team by emailing email@example.com.