Effective Date: April 12, 2016
This is a Binding Contract
The website you are visiting is owned and operated by Armillaria LLC (d/b/a Sphaera Solutions) ("Sphaera") on its behalf or for its licensees. This agreement governs your relationship with Sphaera and your use of the services provided through the following websites: (a) Sphaera’s main solutions exchange portal, the Resilience Exchange ("Resilience Exchange"); and (b) such other websites owned or operated by Sphaera on behalf of its licensees who offer solutions portals in a separate and brand-specific environment that are linked to the Resilience Exchange ("REx Partner Sites"). Resilience Exchange and Rex Partner Sites are collectively referred to as "Sphaera Websites."
Certain Terms have Defined Meanings
"Building Blocks" means the distinctive aggregation of actions, concepts, industries, relationships, practices, organizations, tools, methods and other processes that constitute identifiable elements of a Solution, as distilled by each Solutions Provider by undergoing our solutioning process, and made available on any Sphaera Website as searchable Content.
"Content" means all content, information, graphics, documents, text, comments, descriptions, audio and/or video files, images, scripts, designs, and other such content appearing on any Sphaera Website including specifically the Building Blocks, the Solutions, and email messages and their content, but expressly excluding the Solutions Materials.
"Proprietary Content" means Proprietary Marks and such information, graphics, documents, text, comments, descriptions, audio and/or video files, images, scripts, designs, email messages and other content, generated, created, uploaded, published, transmitted, stored or otherwise made accessible on any Sphaera Website by Sphaera or the Licensee which are not Solutions or Building Blocks.
"Proprietary Marks" means, with respect to Sphaera, "Sphaera", "Sphaera Solutions", "Resilience Exchange" and other trademarks, service marks, logos and other indicia of source featured on any Sphaera Website belonging to Sphaera or its Licensees.
"Solutions" means the aggregate of the Building Blocks generated, created, uploaded, published, transmitted, stored or otherwise made accessible on any Sphaera Website by a Solutions Provider, excluding the Solutions Materials.
"Solutions Materials" means any material in any format that a Solution Provider deems as essential for understanding, using or implementing any published Solutions and the related Building Blocks, which the Solution Provider makes available for use to selected licensees based on the terms and conditions indicated next to such materials.
"Solutions Provider" means Sphaera, the Licensee, their respective representatives and any User who generates, creates, uploads, publishes, transmits, stores or otherwise makes accessible the Solutions on any Sphaera Website.
"Us, our and we" means Sphaera or when referred to a website, the Portal, Resilience Exchange or a Rex Partner Site, as applicable.
"User Content" means all information, graphics, documents, text, comments, descriptions, audio and/or video files, images, scripts, designs, email messages and other content, generated, created, uploaded, published, transmitted, stored or otherwise made accessible on any Sphaera Website by a User, including Solutions but excluding Solutions Materials.
"You or Users" means any person who accesses any Sphaera Website for any purpose or who registers with any Sphaera Website as a User, and any entity on whose behalf such User accesses or uses any Sphaera Website with such entity’s implicit or express consent.
Our Services Enable You to Learn, Collaborate, Create and Share Solutions
Sphaera Websites allow you to contribute to the exchange, proliferation and dissemination of solutions that resolve our world’s social ills in the following ways:
- You can browse, search for and download our Solutions and Solutions Materials and read and learn about the work already accomplished and in progress by organizations and practitioners from around the globe.
- You can explore, experiment, and create new solutions for your own unique challenges by taking any one or more of the Solutions Materials and reproducing, incorporating and modifying them to fit your own contexts, subject to the specific licensing terms that govern each Solutions Materials as explained in the Rules.
- You can filter, organize and introduce your own solutions to the world by following our Solutioning process on the Websites and uploading Building Blocks and Solutions that enable others to easily identify and understand the elements that may be adaptable as cornerstones for resolving their challenges. You can also upload the Solutions Materials and make them available for others to reproduce, adapt, and share, subject to the licensing terms that govern such Solutions Materials as you deem appropriate. How you license your Solutions Materials and what it means for you to grant different licenses is explained in the Rules.
You Agree to Comply with Applicable Law
You Agree to not Misuse or Cause Harm to the Websites
You agree not to do any of the following:
- Access or attempt to access the Services by any means other than through the means provided by Sphaera.
- Engage in any activity that interferes with or disrupts the Services or the servers and networks which are connected to the Services.
- Disrupt or interfere with any other User’s enjoyment of the Websites and Services.
- Upload, post, or transmit through the Websites and Services any viruses or other harmful, disruptive, or destructive files.
- Use or attempt to use another User’s password without permission.
- Access or attempt to access any Content or User Content that you are not authorized to access.
- Disrupt or interfere with the security of, or otherwise cause harm to the Websites, Services, Content, User Content, system resources, accounts, passwords, servers, or networks connected to or accessible through the Websites and Services.
You Agree to Not to Mistreat or Harm Other Users
Sphaera Websites and Services may enable you to communicate with other Users via message boards, email and other means. You agree that your communications with other Users will be respectful and professional at all times, and you agree to fully comply with the parameters requested by other Users with respect to the timing, frequency, subject matter, method, content and tone of communication. You agree to terminate all attempts to communicate with any User immediately when asked to do so. You will not falsely assume the identities of another person. You will not harass, threaten, or defraud other Users online or offline.
We reserve the right to modify and/or delete all messages and other Content submitted or generated by Users, at our sole discretion, at any time and for any reason, including any material which in our opinion may:
- Constitute libel, defamation, invasion of privacy, or is obscene, pornographic, abusive, or threatening;
- May infringe any intellectual property or other right of any entity or person;
- May violate any applicable law or advocates illegal activity;
- Advertises or otherwise solicits funds or is a solicitation for goods, services, advertisers or sponsors or otherwise engages in commercial activity;
- Disrupts the normal flow of dialogue or otherwise acts in a way which affects the ability of other people to engage in real time activities via our Websites;
- Includes programs which may contain viruses, worms, Trojan horses or other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunication;
- Violates any policy or regulation established from time to time regarding use of this Websites or any networks connected to this Websites; or
- Contains links to other sites that contain the kind of content, which falls within the descriptions set out above.
You Accept the Risk of Interaction with Other Users
Other Users may communicate with you via message boards, emails and other means available on our website. By using our websites, you are agreeing that other Users may attempt to communicate with you through these means. The information you publish on any Sphaera Website is public and may be accessed by any other Users or other third-parties. You should use care and discretion prior to disclosing any personal, sensitive or other information on any Sphaera Website.
We require all Users to respect others’ intellectual property rights and require them to comply with the specific licensing terms applicable to all Solutions Materials. However, we do not monitor our Users’ activities and we cannot guarantee that they will comply. You understand and agree that we are in no way responsible for any actions of our Users or other third-parties that may be infringing, other than our obligations to comply with the Digital Millennium Copyright Act (as described below) and other similar international intellectual property laws applicable to us. You share all information at your own risk.
You Must Obtain Written Consent Before Disclosing Other People’s Information
You are Responsible for Your Account
You agree to submit accurate, current and complete information about yourself and when you sign up, and to keep such information updated. You are solely responsible for any and all activities that occur under your name, whether or not you authorized such use. You are responsible for maintaining the confidentiality of all User names and passwords associated with any of your accounts. We are not liable for any harm caused or related to the theft or misappropriation of your User name and password or resulting from anyone else’s use of your name or password, whether or not authorized. If we incur any loss as a result of such misappropriation or misuse, however, you may be held liable. If you become aware of any unauthorized use of your account, please contact us immediately. You agree not to use another person’s account at any time without the permission of such account holder.
You Agree to Read and Comply with the Rules
When accessing, using or creating and publishing Solutions or Solutions Materials, you are responsible for reviewing and understanding the license under which they are made available. How you license your Solutions Materials, and what it means for you to grant different licenses is explained in the Rules.
You Agree Not to Infringe on Other’s Rights
You agree not to upload, publish, transmit, store, or otherwise make accessible any Content that infringes on the intellectual property rights of any third-party. In particular, any unauthorized use of copyright protected material (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public via any Sphaera Website) may constitute an infringement of third-party rights and is strictly prohibited. Any such infringements may result in termination of your access to Sphaera Websites and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rights holder. You hereby represent and warrant that you own or have sufficient rights to all Content you upload, publish, transmit, store or otherwise make accessible on any Sphaera Website.
Any User Content (Not Including Solutions Materials) May be Used by Us in Any Way
Other than Solutions Materials, every other User Content is public. Our use of Solutions Materials are further explained in the Rules. Although you retain your rights to User Content, by submitting, posting, transmitting or displaying User Content on or through any Sphaera Website or using our Services, you hereby grant to Sphaera, its licensees, to all Users of Sphaera Websites, and to the operators and administrators of Sphaera Websites, a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, and sub-licensable license to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute all User Content and Solutions in any and all media or distribution methods. Specifically, you acknowledge and agree that your User Content may be shared, linked, embedded or otherwise made accessible to all Users of Sphaera Websites.
This license allows Sphaera to make User Content available to third-parties for publication, broadcast, or distribution, at no compensation to you. Furthermore, Sphaera and our licensees may modify or adapt the User Content as necessary at our sole discretion. You also agree that Sphaera has no liability of any kind resulting from any other User’s or third-party’s access or use of your User Content. You acknowledge that your User Content will be able to be viewed by other Users of Sphaera Websites and Services and, potentially, through third-party services and websites.
You Use the Content and Solutions and Solutions Materials at Your Own Risk
We do not control, are not responsible for, and make no representations or warranties with respect to any User Content, Solutions or Solutions Materials. You are solely responsible for your access to, use of and/or reliance on any User Content, Solutions or Solutions Materials. You must conduct any necessary, appropriate, prudent or judicious investigation, inquiry, research, and due diligence with respect to any User Content, Solutions or Solutions Materials. While we endeavor to manage the quality, relevancy and usefulness of these materials, we are not required to do so, and while we require our Users to only upload, publish, transmit, store or otherwise make accessible only truthful, non-infringing, complete, accurate and relevant Content, we do not undertake the responsibility for monitoring, investigating or otherwise confirming such matters. We assume no liability whatsoever resulting from your access or use of these materials.
You Use Solutions Providers at Your Own Risk
We do not control, are not responsible for, and make no representations or warranties with respect to the quality or usefulness of any information, communications or materials that may be provided by any Solutions Providers ("Provider Input"). You are solely responsible for your access to, use of and/or reliance on any Provider Input. You must conduct any necessary, appropriate, prudent or judicious investigation, inquiry, research and due diligence with respect to any Provider Input. While we endeavor to manage the quality, relevancy and usefulness of Provider Input, we are not required to do so, and while we encourage our Users to only publish, transmit or otherwise make available only truthful, non-infringing, complete, accurate and relevant content, we do not undertake the responsibility for monitoring, investigating or otherwise confirming such matters. We assume no liability whatsoever resulting from your access or use of Provider Input.
We May Terminate Your Use
We are Not Responsible for Third-Party Sites and Their Materials
Sphaera Websites and Services may include links to other websites and/or third-party products that are not under our control (collectively, "Third-Party Materials"). We are not responsible in any way for such Third-Party Materials. We provide such links only for the convenience of the Users of Sphaera Websites and Services, and the inclusion of any link to any Third-Party Materials does not imply our endorsement of the content, products and/or services of such Third-Party Materials. Nothing in this EULA shall be construed as to grant you any rights or licenses with regard to such Third-Party Materials or to entitle you to use such Third-Party Materials.
We Own All Intellectual Property Related to the Websites and Services
Copyright, trademark and all other proprietary rights in the Sphaera applications, Sphaera Websites, Services, and Content (including but not limited to software, services, audio, video, text and photographs) rest with Sphaera, the licensees of its solutions portal applications and/or their respective licensors.
We disclaim any rights to trademarks, service marks, trade names, logos, copyrights, patents, domain names or other intellectual property interests of third-parties. All intellectual property interests of third-parties provided on any Sphaera Website are the properties of their owners. We disclaim any proprietary interests in the intellectual property rights other than our own.
We Waive Warranties
All content and/or services are provided "as is" and "as available." Sphaera hereby expressly disclaims any representations or warranties of any kind, express or implied, including without limitation warranties of merchantability, fitness for any particular purpose, non-infringement, or as to the operation of Sphaera Websites, Services, Content or Solutions Materials. We do not warrant or make any representations as to the security of our applications, Sphaera Websites, Services, Content or Solutions Materials. You acknowledge that any information sent may be intercepted in transmission or otherwise. We do not warrant that our applications, Sphaera Websites, Services, Content, Solutions Materials or the servers which make our websites available, or electronic communications sent by us are free from viruses or any other harmful elements. Except as agreed by Sphaera in writing, none of their contractors, agents, dealers or distributors or any other third-party shall have a right to modify this limited warranty, nor to make any additional warranties.
We do not assume any liability for any computer virus or other similar software code that is downloaded to your computer from a Sphaera Website or in connection with any Services offered through the such website. No advice or information, whether oral or written, obtained by you from Sphaera, Provider Input or from a Sphaera Website shall create any warranty not expressly stated in this EULA.
In no event shall Sphaera be liable for any direct, indirect, consequential, punitive, special or incidental damages (including, without limitation, damages for loss of business, contract, revenue, data, information or business interruption), under any theory of liability, resulting from, arising out of or in connection with (a) the use of, or inability to use our application, any Sphaera Website, Services, the Content, or Solutions Materials (b) products, services, statements or actions of any third-party on or through the our application, any Sphaera Website, and Services, (c) any unauthorized access to or alteration of your transmission or data, (d) any information that is sent or received, or not sent or received, (e) any failure to store data, any loss of data, loss or damage to files, or loss or damage to the content, or (f) any services available through any Sphaera Website that are delayed or interrupted, even if we have been advised of the possibility of such damages. Any action brought against Sphaera pertaining to or in connection with our application, any Sphaera Website, and Services must be commenced and notified to Sphaera in writing within one (1) year after the date the cause for action arose.
Some jurisdictions do not allow the exclusion of implied warranties or limitations, so the above limitations may not apply to you.
Your Warranties to Us
You will Comply with US Export Controls
Any and all items sent, received, downloaded, or purchased from any Sphaera Website and Services may be subject to United States export controls. Thus, no product may be exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods, or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using any Sphaera Website or Services, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
Notice and Procedure for Making Claims of Copyright Infringement
It is our policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act). If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Sphaera’s Copyright Agent with the written information specified below. (Please note that this procedure is exclusively for notifying Sphaera that your copyrighted material has been infringed.)
- An electronic or physical signature of the copyright owner or the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed upon;
- A description of where the material that you claim is infringing is located on this Websites;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Sphaera’s Copyright Agent for notice of claims of copyright infringement on this Websites can be reached as follows:
Name: Yoon J. Shin, Esq.
Address: c/o Catalyst Law, LLC 2420 NE Sandy Blvd, #103, Portland OR 97232
You Agree to Indemnify Us for Your Breach
We have the Right to Make Changes to the Content or Terminate Your Service
Sphaera may change or update the Content or other aspects of any Sphaera Website at any time without notice. We also reserve the right to terminate or restrict your access to any Sphaera Website or Services or any portion thereof for any reason whatsoever at our sole discretion.
We are not Liable for Lack of Service Access
If any Sphaera Website or Services are not available for any period or any time, Sphaera shall not be liable. Sphaera gives no warranties as to the accessibility, performance, or availability of any Sphaera Website or Services. Temporary suspension of access to a Sphaera Website or Services may occur without notice at our discretion including, without limitation, in the case of repair, maintenance, system failure or for reasons beyond our control. Sphaera reserves the right to suspend the operation of any Sphaera Website or Services. You agree that neither Sphaera nor its third party providers will be liable to you in any way for the termination, suspension, interruption or delay of any of the services and products on any Sphaera Website.
We are Not Liable for Force Majeure
Sphaera will not be liable for any nonperformance, delay, error, data loss or other loss caused by any events or conditions that are beyond the reasonable control of Sphaera.
You Agree to Injunctive Relief
You Agree that We May Deal with You Electronically
All transactions with or through any of the Sphaera Websites or Services may, at Sphaera’s option, be conducted and executed electronically. We may keep records of any type of communication conducted via any of the Sphaera Websites or Services.
Sphaera does not bear any responsibility nor assume any risks if by any reason a product or a service made available on any Sphaera Website breaches national law of any country. Those who access any Sphaera Website or Services do so at their own initiative and are responsible for compliance with their national laws.
Questions may be submitted at email@example.com.
Copyright © 2016 Sphaera. All rights reserved. Sphaera Websites and Services and accompanying products and documentation are the copyrighted property of Sphaera and/or its licensors and protected by copyright laws and international intellectual property treaties. Sphaera and related logo, and all related product and service names, design marks and slogans are the trademarks and/or registered trademarks of Sphaera. All other product and service marks contained herein are the trademarks of their respective owners. Any use of Sphaera’s, its licensees or third-party trademarks or logos without the prior written consent of Sphaera or the applicable trademark owner is strictly prohibited.