Terms

Where the context admits: “Sphere, Sphere Stratos, Nimbos”, “We”, “Our” & “Us” includes Enabling.IT (R&D) Ltd, 99 Doxey, Stafford, Staffs, ST16 1EG, United Kingdom. Sphere Stratos & Nimbos are an online storage service that allows Members to store files online.

The services offered by Sphere include the http://sphere.enabling.it website and other websites operated by Enabling.IT (the “Enabling.IT Websites”), the Sphere software applications and any other features, content, or applications offered from time to time by Enabling.IT in connection with the Enabling.IT Websites (collectively, the “Sphere Services”).

This Terms of Use Agreement (“Agreement”) sets forth the legally binding terms for your use of the Sphere Services. By using the Sphere Services, you agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse the Enabling.IT Websites) or you are a “Member” (which means that you have registered with Enabling.IT, your “Membership” starting from the point you do). The term “User” refers to a Visitor or a Member. You are only authorised to use the Sphere Services if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave the Sphere Websites and discontinue use of the Sphere Services immediately.

Enabling.IT may modify this Agreement from time to time and such modification shall be effective upon posting by Enabling.IT on the Sphere Websites. Enabling.IT will inform Members by email about such modifications. If you do not agree with such modification you have the right to terminate your Agreement with Enabling.IT. You agree to be bound to any changes to this Agreement when you use the Sphere Services after the modification has been posted for at least one month. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

1. Use Of The Sphere Services

   1. Use of and Subscription to the Sphere Services is void where prohibited.
   2. By using the Sphere Services, you represent and warrant that:

      all registration information you submit is truthful and accurate;

      you will maintain the accuracy of such information;

      you are 18 years of age or older or will be supervised by somebody that is throughout your use of the Sphere Services;

      your use of the Sphere Services does not violate any applicable law or regulation;

   3. When you purchase a Sphere Stratos and/or Nimbos subscription, Enabling.IT will issue you with a user name and a password. You are entirely responsible for maintaining the confidentiality of your password. Sphere will only be able to store information to your Sphere Stratos and/or Nimbos account with this password.
   4. You will not use the Sphere Stratos and/or Nimbos services in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will you authorise or permit any other person to do so.
   5. Without limiting the foregoing, you will not use the Sphere Stratos and/or Nimbos services for any of the following activities:

      criminal or tortuous activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;

      using any information obtained from the Sphere Stratos and/or Nimbos Services in order to harass, abuse, or harm another person;

      using the Sphere Stratos and/or Nimbos Services in a manner inconsistent with any and all applicable laws and regulations;

   6. We shall use our reasonable endeavours to make available to you at all times the Sphere Stratos and/or Nimbos Services but we shall not, in any event, be liable for interruptions to or unavailability of the Sphere Stratos and/or Nimbos Services.
   7. Enabling.IT reserves the right, in its sole discretion, to reject, restrict, suspend, or terminate your access to all or any part of the Sphere Stratos and/or Nimbos Services at any time, with or without prior notice.

2. Content

   1. Enabling.IT does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials (collectively, “Content”) that you upload to the Sphere Stratos and/or Nimbos Services.
   2. You represent and warrant that your uploading any Content to the Sphere Stratos and/or Nimbos Services does not violate the privacy rights, publicity rights, intellectual property rights (including copyrights), contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content uploaded by you to the Sphere Stratos and/or Nimbos Services.
   3. Without limiting the foregoing, you will not upload any Content to the Sphere Stratos and/or Nimbos Services which:

      is patently offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

      harasses or advocates harassment of another person;

      exploits people in a sexual or violent manner;

      contains nudity, violence, or offensive subject matter or contains a link to an adult website;

      solicits personal information from anyone under 18;

      promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;

      promotes an illegal or unauthorised copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;

      involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”;

      furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;

      solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;

      involves commercial activities and/or sales without Our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;

      includes a photograph of another person that you have uploaded without that person’s consent;

3. Fees

   1. All charges payable by you for the Sphere Stratos and/or Nimbos Services shall be in accordance with the scale of charges and rates published from time to time by Us on Our web site, errors and omissions excepted and shall be due and payable in advance of provision of the Sphere Stratos and/or Nimbos Services.
   2. We reserve the right to alter pricing including ceasing to offer elements of the Sphere Stratos and/or Nimbos Services free of charge at any time. Enabling.IT will inform Members by email if the charge for a service is to be altered. You can then decide if you want to continue to use such service. Your continued use of the service after the proposed fee modification has been notified will be considered acceptance of the proposed fee modification.
   3. Payment is due each anniversary month, quarter or year following the date the Sphere Stratos and/or Nimbos Services were established until closure notice is given in accordance with 7.2. If you choose to set-up a regular payment method, you authorise Enabling.IT to debit your account renewal fees from your chosen payment method.

4. Refunds

   1. During the first 14 days of Subscription, You are entitled to a full refund should You decide to terminate Your Subscription. This provision will not apply if You have previously had a Subscription or took an initial free trial for your current Subscription.
   2. If your Membership is terminated in accordance with 7.4, you will be entitled to a pro rata refund based upon the remaining period of prepayment.
   3. You will not be entitled to a refund under any other circumstances.
   4. Any refund will only be issued to the same payment source used for the original payment.

5. Resellers

   1. If you are or become a reseller of the Sphere Stratos and/or Nimbos Services you will continue to be bound by these terms and conditions and are responsible for ensuring that your customers are bound by terms and conditions that adequately reflect and give effect to these.
   2. You shall not incur or purport to incur on Our behalf any liability nor in any way pledge or purport to pledge Our credit or to make any contract binding on Us.
   3. No default by your customers shall in any way affect, modify or limit your obligations under this Agreement.

6. Term and Termination

   1. This Agreement shall remain in full force and effect while you use the Sphere Stratos and/or Nimbos Subscription Services. Even after the Subscription is terminated, this Agreement will remain in effect.
   2. You may terminate your Subscription by writing to US giving US 30 days advance notification.
   3. Enabling.IT will suspend the provision of Sphere Stratos and/or Nimbos Services to you and/or terminate your Subscription without notice to you if you:

      fail to pay any sums due to Us as they fall due.

      breach any term of this Agreement.

      are a company and you go into liquidation or suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with your creditors.

   4. Enabling.IT reserves the right, in its sole discretion, to suspend the provision of Sphere Stratos and/or Nimbos Services to you and/or terminate your Subscription. We will will notify you in writing for the reasons we have chosen to end/suspend your Subscription.

7. Privacy

   1. Use of the Sphere Stratos and/or Nimbos Services is also governed by Our Privacy Policy, which is incorporated into this Agreement by this reference.

8. Indemnity

   1. You shall indemnify Us and keep Us indemnified and hold Us harmless from and against any breach by you of this Agreement and any claim brought against Us by a third party resulting from the provision of the Sphere Stratos and/or Nimbos Services Services by Us to you and your use of the Sphere Stratos and/or Nimbos Services including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by Us in consequences of your breach or non-observance of any of the terms of this Agreement including if any Content that you post on the Sphere/Enabling.IT Websites or through the Sphere Stratos and/or Nimbos Services causes Enabling.IT to be liable to another.

9. Limitation of Liability

   1. Enabling.IT will not be responsible for any incorrect or inaccurate Content uploaded to the Sphere Websites or in connection with the Sphere Stratos and/or Nimbos Services, whether caused by Users of the Sphere Stratos and/or Nimbos Services or by any of the equipment or programming associated with or utilised in the Sphere Stratos and/or Nimbos Services.
   2. Enabling.IT is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Sphere Services or combination thereof.
   3. Enabling.IT is not responsible for any error, omission, interruption, loss, deletion, defect, theft, destruction or unauthorised access to, or alteration of any Content you upload to the Sphere Stratos and/or Nimbos Services.
   4. The Sphere/Enabling.IT Website may contain links to other websites. Enabling.IT is not responsible for the Content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by Enabling.IT. Inclusion of any linked website on the Sphere Services does not imply approval or endorsement of the linked website by Enabling.IT. When you access these third-party sites, you do so at your own risk. Enabling.IT takes no responsibility for third party advertisements which are posted on this Sphere Website or through the Sphere Services, nor does it take any responsibility for the goods or services provided by its advertisers.
   5. Enabling.IT is not responsible for the conduct, whether online or offline, of any User of the Sphere Stratos and/or Nimbos Services.
   6. All conditions, terms, representations and warranties relating to the Sphere Stratos and/or Nimbos Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded to the extent applicable under UK law, subject always to sub clause 10.7.
   7. Nothing in these terms and conditions shall exclude Our liability for death or personal injury resulting from Our negligence.
   8. Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Sphere Stratos and/or Nimbos Services shall be limited to the charges paid by you in respect of the services which are the subject of any such claim.
   9. In any event no claim shall be brought unless you have notified Us of the claim within one month of it arising.
   10. In no event shall We be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.

10. Non-Waiver

    1. Any forbearance or failure by Us to enforce a provision to which you are subject shall not affect Our right to require such performance at any subsequent time, nor shall the waiver or forbearance by Us of any breach of any provisions of the agreement herein be taken to be or held to be a waiver of the provision or provisions itself of themselves.

11. Law

    1. This Agreement shall be governed by and construed in accordance with English law and you hereby submit to the exclusive jurisdiction of the English courts.

12. Headings

    1. Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.

13. Entire Agreement

    1. These terms and conditions together with any documents expressly referred to in them, contain the entire Agreement between Us relating to the subject matter covered and supersede any previous Agreements, arrangements, undertakings or proposals, written or oral: between Us in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to this Agreement, you confirm that you have not relied on any representation other than those expressly stated in this Agreement and you agree that you shall have no remedy in respect of any misrepresentation which has not been made expressly in this Agreement.

14. Additional

1. We reserve the right to surrender full access to all of your information under the following circumstances; A court order, notification of insolvency (at which point we will surrender the information to appointed insolvency practitioner), At the request of an authorised data controller at your company.
2. We comply with the 1998 data protection act and are currently exempt from registration.
3. Force-major; in the event of acts of god, terrorism or war; Enabling.IT reserve the right to destroy any data we may have stored which may aid any 3rd party in gaining access to your data.
4. IF YOU DO NOT KEEP YOUR STORAGE ACCOUNT IN CREDIT WE WILL SUSPEND YOUR ACCOUNT AFTER 10 WORKING DAYS. IF AFTER 30 DAYS YOUR ACCOUNT IS IN AREARS WE WILL DELETE ALL OF YOUR DATA STORED ON OUR SERVERS.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.

Enabling.IT 10/12/2010