Terms of Service

THESE TERMS OF SERVICE (the "Agreement") GOVERN CUSTOMER'S RECEIPT, ACCESS TO, AND USE OF THE SERVICE (AS DEFINED BELOW) PROVIDED BY SPHEROID AI, INC. ("Spheroid AI"). BY USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.

1. The Service

1.1. Service Description. Spheroid AI provides cloud-based software for personalized oncology analysis (the "Service"). Anything you post, upload, share, store, or otherwise provide through the Service is considered a "User Submission." You are solely responsible for all User Submissions you contribute. The Service may include templates, help documents, and other materials ("Spheroid Content"). You will not receive or have access to the underlying code or software that powers the Service.

1.2. Your Subscription. Subject to these terms, you may access and use the Service for your internal business purposes, as specified in your subscription or order. Use and access are permitted only by individuals authorized by you and not for any third party.

1.3. Ownership. Spheroid AI retains all rights, title, and interest (including all IP rights) in the Service, software, Spheroid Content, and all related materials. No rights are granted except as expressly set forth herein.

2. Restrictions

2.1. Responsibilities. You are responsible for all activity on your account. You agree not to (a) modify, copy, or create derivative works based on the Service; (b) reverse engineer or attempt to discover the source code; (c) resell, sublicense, or otherwise commercially exploit the Service; (d) remove proprietary notices; (e) violate any law; (f) attempt unauthorized access or disrupt the Service; (g) use the Service to build competing products; or (h) probe or test the vulnerability of the Service.

3. Third-Party Applications

The Service may work with third-party products or services. Spheroid AI does not endorse such third-party applications and is not responsible for their content or security. Use of such applications is at your own risk.

4. Payment Obligations

4.1. Fees. You agree to pay all fees as described in your order. All fees are non-refundable unless otherwise stated or required by applicable law. Spheroid AI may change its fees with notice to you before renewal.

4.2. Taxes. You are responsible for all taxes associated with your use of the Service, except for taxes based on Spheroid AI's net income.

5. Term and Termination

5.1. Term. Your subscription continues for the period described in your order and renews unless cancelled prior to renewal date.

5.2. Termination. Either party may terminate this Agreement for uncured material breach after 30 days' notice. Upon termination, your rights to use the Service cease immediately.

6. Language

The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. Les parties ont expressément exigé que la présente convention et tous les documents y afférents soient rédigés en langue anglaise.

7. Consumer Protection

If you are a consumer (rather than a business) using our Service, you may have additional rights under applicable consumer protection laws in your province or territory. Nothing in these terms limits those consumer rights. For consumers in Quebec, the Consumer Protection Act applies, and Quebec consumers are entitled to all consumer rights and remedies under the Act.

8. Warranties and Disclaimers

THE SERVICE IS PROVIDED "AS IS" WITHOUT ANY WARRANTIES. SPHEROID AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. These disclaimers do not exclude any warranties implied by law that cannot be excluded, particularly for Quebec consumers under the Consumer Protection Act or the Civil Code of Quebec.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPHEROID AI WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY AMOUNT EXCEEDING THE FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.

For Quebec consumers, Spheroid AI cannot exclude liability for damages resulting from its or its representatives' own acts, and other limitations may apply under the Consumer Protection Act or the Civil Code of Quebec.

10. Confidentiality

Each party agrees to protect the other's confidential information and not to disclose it except as required by law.

11. Data

You grant Spheroid AI the right to store, process, and use your data as needed to provide the Service, in accordance with our Privacy Policy and applicable Canadian privacy laws including PIPEDA and Quebec's Law 25. For more information about how we handle your data, please refer to our Privacy Policy.

12. Governing Law

This Agreement is governed by the laws of the Province of Quebec, Canada, without regard to its conflict of law principles. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of Quebec, Canada, except where prohibited by applicable laws.

For consumers residing outside of Quebec, this choice of law provision does not deprive you of the protection afforded under the consumer protection laws in your place of residence.

13. Dispute Resolution

Before pursuing formal legal action, we encourage you to contact us at support@spheroidai.com to try to resolve any disputes informally. If informal resolution is not possible, disputes will be resolved through the appropriate courts in Quebec, Canada, or through alternative dispute resolution mechanisms where required by law.

14. General Terms

• If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full force and effect.
• This Agreement constitutes the entire agreement between you and Spheroid AI regarding the Service.
• Failure to enforce any right will not waive future enforcement of that or any other right.
• Contact: info@spheroidai.com

These Terms of Service have been adapted for Spheroid AI to comply with Canadian federal and provincial laws, including those of Quebec.