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Terms & Conditions

Effective as of: 25th of September 2023 | Last updated: 25th of September 2023

1. Introduction

Welcome to Sphere. These terms and conditions, together with all policies and additional terms they incorporate by reference, including the Privacy Policy (collectively these “Terms”), constitute a legally binding agreement between Orange Pill Inc. and each user or participant of the Sphere websites, applications or tools, and services available or accessible through the Sphere websites (collectively the “Services”).

IMPORTANT: Please read these Terms carefully, as they govern your use of the Services. This includes your rights and obligations, our disclaimers and limitations of legal liability and risks described in section 9, relating to your use of, and access to, the Services.

By clicking “I accept” or otherwise accessing or using the Services you confirm that you have read and understood, and accepted to be bound by, these Terms. This includes your acceptance to a class action waiver and to resolve any disputes regarding the Services pursuant to confidential and binding arbitration. Do not continue to use the Services if you do not agree to these Terms.

The following terminology applies to these Terms, including our Privacy Policy: "User", "You" and "Your" refers to you, the person using the Services. "Ourselves", "We", "Our" and "Us", refers to Orange Pill Inc. and "Parties" refers to both you and ourselves.

2. About Sphere and access of the Services

Sphere is a marketplace providing its users with aggregated information about, and access to, decentralized open-source protocols (smart contracts) deployed on multiple public blockchains that allow users to trade non-fungible tokens or similar digital assets (collectively “NFTs”) peer-to-peer. Sphere focuses on providing its Services in relation to gaming NFTs on a variety of blockchains.

The Services also include functions that allow users access to public blockchains that enable users to create, tokenize, mint and deploy their own content as NFTs (including game items) on such public blockchains, in addition to publish such NFTs on the interface so that they become available as part of the Services (each such user is a “Creator”).

To use our various Services, a user will need to:

  • Create a Sphere account (“Account”) that will need to be linked to one or more public blockchain addresses (also known as wallet IDs). If you are a Creator, you may be required to provide us with more information about yourself for the purpose of registering a creator account. You are responsible for maintaining the confidentiality and security of your own Account. If your Account becomes compromised or by other reasons no longer secure, please notify us at [email protected].

  • Use a third-party non-custodial wallet software that allows the user to interact with public smart contracts and blockchains. We do not operate, maintain, or provide any wallets or wallet services. We will at no time have any custody or control of any NFTs, smart contracts or blockchains that any user is interacting with, and we do not conduct, execute, or effectuate any purchases, transactions, transfers, listings, or sales of NFTs on anyone’s behalf. We are not a wallet provider, exchange, broker, lender, borrower or party to any agreement between any users.

Our interface is distinct and separate from any of the smart contracts (including protocols) that may be accessed through it and is merely one of multiple means of accessing such smart contracts. Users can interact with the same smart contracts otherwise (for instance through similar marketplaces or otherwise directly with the smart contracts), including develop and build their own user interfaces on top of such smart contracts.

Our Services may change and grow in numbers, which may require that we include additional terms for certain new services (which in such event will be construed as part of the “Services”).  We reserve the right in our sole discretion to modify or discontinue any parts of the Services at any time and without any liability.

3. Conditions for the use of Sphere

As a condition to accessing or using the Services, you confirm, represent, and warrant the following at all relevant times:

  • If you are entering into these Terms as an individual, that you are of legal age in the jurisdiction in which you reside (in any event over the age of 18) and that you have the legal capacity to enter into these Terms and be bound by them. If you are the parent or legal guardian of a minor younger than 18 years of age, you may allow such minor to use the Services solely through your Account, provided that such minor is at least 13 years of age. The Account holder is responsible for all actions occurring through your Account, even if any charges or liabilities are incurred by a minor.

  • If you are entering into these Terms as an entity, that the user is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and that you have all requisite power to accept these Terms on that entity’s behalf.

  • You have all requisite capacity, power and authority to accept and carry out and perform your obligations under these Terms, and you agreeing to these Terms and using the Services does not constitute and would not reasonably be expected to result in a breach or violation of any law applicable to you.

  • You are knowledgeable and experienced in using and evaluating blockchain and NFTs.

  • The Services are only being provided as an aid to your own independent research and evaluation of NFTs.

  • You are solely responsible for protecting the data integrity and confidentiality of your Account login information and passwords or private keys to the extent applicable for the Services or any wallet applications or devices used in connection with the Services, as we do not collect or store any data concerning login information, password or private keys relating to your wallet applications or devices.

  • You are not a person who is (a) subject to national or international sanctions or located or ordinarily resident in any country or region that is the subject of comprehensive country-wide or region-wide sanctions, embargo or equivalent by the US, UK, EU, the United Nations or the government of a user home country, or (b) listed by the US, UK, EU, the United Nations or otherwise designated on any list of prohibited or restricted parties or persons.

  • The NFTs that you intend to sell or transfer, or digital assets or other funds that you use to purchase NFTs, are not connected to any unlawful activities.

  • You do not, and will not, use a VPN or any other privacy or anonymization tools to circumvent, or attempt to circumvent, any restrictions that apply to the Services (general use of VPN for other purposes shall however be permitted).

  • You will not conduct any activity that implies infringement or violation of any intellectual property rights owned by us or another third party, including infringement of copyrights and trademarks.

  • Your access to the Services complies with all applicable laws, rules and regulations and does not contribute to or facilitate any illegal activity.

4. Prohibited and limited uses

Each user must not, directly or indirectly, in connection with their use of the Services:

  • Utilize the Services at any time when any representation of the user set forth in section 3 above is untrue or inaccurate.

  • Rely on the Services or other information on Sphere as a basis for or a source of advice concerning any financial decision making or transactions (including information regarding NFT rarity scores, highlighted NFT collections, Merit Circle, or other information).

  • Conduct any activity that seeks to manipulate NFT prices or defraud us or a third party.

  • Violate, breach, or fail to comply with any applicable provision of these Terms.

  • Interfere with security-related features of the Services, including by disabling or circumventing features that prevent or limit use or copying of any content, or reverse engineering.

  • Engage or attempt to engage in or assist any hack of or attack (including “sybil attack”, “DoS attack” or “griefing attack”) or data gathering or extraction methods through use of the Services.

  • Use the Services by or on behalf of a competitor of Sphere for the purpose of interfering with the Services to obtain a competitive advantage.

  • Use the Services to carry out any financial activities that are subject to registration or licensing in any jurisdiction.

  • Create or display NFTs that promote hate, violence, self-harm or similar.

  • Commit any violation of applicable laws, rules, or regulations, including any regulations relating to market manipulation and wash trading.

  • Engage in any act, practice or course of business that operates to circumvent any sanctions targeting the user or the country or territory where the user is located.

The foregoing matters are referred to herein as “Prohibited Uses”.

We reserve the right to terminate or limit any user’s status or access to or use of the Services at any time, with or without notice, if we believe that you have violated these Terms. Such terminations and limitations may be based on any factor or combination of factors, including suspicion that a user has engaged or intends to be engaged in any Prohibited Uses.

5. Privacy Policy and cookies

We collect and process your information in accordance with the Privacy Policy. We do not use cookies in connection with the Services.

6. Intellectual property rights and ownership

6.1. Ownership to intellectual property rights

We, our affiliates or our licensors (as applicable) own the intellectual property rights for all material and elements of the Services. This among other things includes Sphere’s visual interfaces, name and logo, text, graphics, images, trademarks, service marks, designs and copyrights available through the Services (including the websites), in addition to the “look and feel” of the Services. For the avoidance of doubt, we do not own any rights to any of the smart contracts (including protocols) or blockchains accessible through the Services.

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Services, you grant us with an irrevocable, non-exclusive and royalty-free right to utilize such modifications or improvements in any manner and for any purpose.

6.2. A user’s licensing of intellectual property rights

Through listing, posting, promoting, creating, minting or displaying NFTs through the Services in whatever manner, you grant us a worldwide, non-exclusive, royalty-free sublicensable license to use, copy, modify, and display any content (including NFTs) through our Services. You represent and warrant that you have all rights and authorities necessary to grant us such rights. This includes rights in relation to digital files, art, or other material linked to or associated with any NFTs that are displayed. For the avoidance of doubt, this does not imply that you transfer ownership of the content (including NFTs) to us.

6.3. Infringement of intellectual property rights

We respect and take intellectual property rights of others seriously and ask users of the Services to do the same. Infringements of intellectual property rights will not be tolerated. If you believe that any content made available on or through the Services has been used or exploited in a manner that infringes an intellectual property right you own or control, please inform us at [email protected].

7. Hyperlinking to our content and removal of links

No use of Sphere’s or Merit Circle's logo or other artwork will be allowed for linking, unless there is in place a backlink to Sphere that refers to the proper source or a trademark license agreement.

We reserve the right to request that you remove all links or any particular link to our interface. You approve to immediately remove all links to our interface upon request. We also reserve the right to amend these terms and conditions and its linking policy at any time. By continuously linking to our interface, you agree to be bound to and follow these Terms. We shall not be hold responsible for any content that appears on your website. You agree to protect and defend us against all claims arising in this regard.

If you find any link on our interface that is offensive for any reason, you are free to contact and inform us any moment. We will consider requests to remove links but we are not obligated to do so or to respond to you directly.

8. Fees, royalties and rewards

8.1. Fees and royalties

Any buying or selling of NFTs may be subject to various fees, including fees in connection with the selling of NFTs, royalties and blockchain gas fees. Any payments and transactions that a user engages in will be processed by self-executing smart contracts. We have no control over these payments or transactions and therefore no liability to you or to any third party for any claims or damages that may arise because of any payments.

Fees and royalties applicable may change from time to time. Before paying any fees or royalties, you will have the opportunity to review and accept fees that you will be charged.  We encourage you to check our website periodically for applicable pricing and fee information.

8.2. Rewards

In connection with your use of Sphere, we may provide you with certain promotions, incentives, prizes or rewards relating to the use of the Services. The details concerning any incentives, prizes or rewards will, if relevant, be described as part of our Services or other relating documentation. We reserve the right to implement, change or discontinue any incentive, prize, or reward programs.

8.3. Sweeps and fees in that connection

The Services include a functionality that enables a user to access and purchase more than one NFT of a collection at once (a “Sweep”). If one or more NFTs displayed through our Services are not available at the time of execution of the Sweep, you will not be charged for the purchase price for the NFTs that were unavailable (always excluding any gas fees that you may have incurred). You understand that a Sweep may not be successful in acquiring the intended set of NFTs in a collection.

9. Disclaimers, risks and limitations of liability

9.1. No representations or warranties

The Services are being provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, we are not making, and hereby disclaim, any and all information, statements, omissions, representations and warranties, express or implied, written or oral, equitable, legal or statutory, in connection with the Services and the other matters contemplated by these Terms, including any representations or warranties of title, non-infringement, merchantability, usage, security, uptime, reliability, suitability or fitness for any particular purpose, workmanship or technical quality of any code or software used in or relating to the Services. User acknowledges and agrees that use of the Services is at the user’s own risk.

9.2. Limited liability in contract or tort

We shall not be liable to any person, whether in contract, tort (including pursuant to any cause of action alleging negligence), warranty or otherwise, for any economic or other damages to any user or other person, including any special, incidental, consequential, indirect, punitive or exemplary damages (including but not limited to lost data, lost profits or savings, loss of business or other economic loss) arising out of or related to any use of the Services or these Terms, regardless of the nature of the cause.

Nothing in this disclaimer will however:

  • Limit or exclude our or your liability for fraud or fraudulent misrepresentation.

  • Limit any of our or your liabilities in any way that is not permitted under applicable law.

9.3. No professional advice or liability

All information provided by or on behalf of us is for informational purposes only and should not be construed as professional, accounting or legal advice. Users should not take or refrain from taking any action in reliance on any information contained in these Terms or provided by or on behalf of us. Before the users make any financial, legal, or other decisions relating to the Services, users should seek independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.

9.4. Risks relating to NFTs

NFTs displayed through the Services exist only through the ownership record maintained on the relevant blockchain. Any transfer, purchases or sales occur on the relevant blockchain, and we cannot control or influence the transfer or right to (or relating to) any NFTs.

When purchasing NFTs through peer-to-peer transactions there are risks involved, including risks relating to purchasing NFTs that are mislabeled, vulnerable to metadata decay and existing on smart contracts with adverse bugs. Every user must conduct adequate research and due diligence prior to making any decisions to sell, obtain, transfer or otherwise interact with NFTs. Certain NFTs may be flagged as suspicious or similar by us in the event that we believe that such NFTs have been subject to theft, fraud, phishing, hacks or similar.

NFTs are highly volatile and may be subject to significant price fluctuations. Fluctuations in the price of cryptocurrency that NFTs are typically denominated in (e.g. ETH) can also have a material adverse effect on NFT prices.

We cannot guarantee that any NFTs visible on the Service will always remain visible or available to be bought, sold, or transferred. Under no circumstances shall the inability to view items on Sphere or an inability to use the Services in conjunction with the purchase, sale, or transfer of items available on any blockchains serve as grounds for a claim against us.

9.5. Third party services and content

NFTs visible through the Services may be subject to terms and conditions that govern the rights to the relevant NFT (including intellectual property rights). We are not party to any agreement relating to purchase, sale or transfer of NFTs. The buyer, seller and the creator are themselves responsible for complying with the applicable terms and conditions concerning rights and obligations between themselves.

The Services may contain references and links from third parties or to third parties, or otherwise display resources, products, services, content or smart contracts developed or operated by third parties (“Third Party Materials”). We do not endorse or assume any responsibility for any Third Party Materials or any product or services in that relation. If users access any such Third Party Materials, the users do so solely at their own risk. Each user hereby expressly waives and releases us from all liability arising from the user’s use of any Third Party Materials. User further acknowledges and agrees that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third Party Materials.

We do not make any representations or warranties about third-party content visible through our Services, and you bear responsibility for verifying the legitimacy, authenticity, and legality of NFTs that you purchase from third-party sellers. We cannot guarantee that any NFTs viewable on our Services will always remain viewable for the purpose of buying, selling, transferring or otherwise.

9.6. Certain uses and risks of blockchain technology

Technologies that depend on public peer-to-peer networks, such as Ethereum, are not under the control or influence of us and are subject to inherent risks and uncertainties. Users are solely responsible for the safekeeping of the private key associated with the blockchain address used in connection with smart contract systems. We will not be able to restore or issue any refund in respect of property lost or frozen due to loss of private keys or otherwise. If a user is not able to spend or use NFTs due to loss or theft of the corresponding private key or otherwise, a user will be unable to enjoy the benefits of such NFTs.

The smart contract systems available through the Services are software utilities which are accessible directly through various blockchain node providers or indirectly through compatible wallet applications (such as the web browser plugin Metamask) which may interact with a node. Interacting with the smart contracts does not require use of the Services but our interface may provide a convenient and user-friendly method of reading and displaying data from the smart contract systems and generating standard transaction messages compatible with the smart contract systems. Because we do not provide wallet software or blockchain nodes, such software constitutes an essential third party or user dependency without which transactions cannot be exercised. We do not guarantee the continued operation, maintenance, availability, or security of any of the foregoing or APIs, middleware and servers of third parties.

The compatibility of our interface with wallet applications and devices or other third party applications and devices is not intended as, and you hereby agree not to construe such compatibility as, an endorsement or recommendation thereof or a warranty or assurance regarding the fitness or security thereof.

In the event that smart contract systems are adversely affected by malfunctions, bugs, defects, hacking, theft, attacks, negligent coding or design choices, or changes to the protocol rules of the relevant blockchain, users may be exposed to a risk of total loss and forfeiture of all relevant digital assets (including NFTs). We assume no liability or responsibility for any of the foregoing matters.

9.7. Regulatory Uncertainty

Blockchain technologies, NFTs and cryptocurrencies are subject to legal and regulatory uncertainties,and their regulatory status remains unclear or unsettled in many jurisdictions. It is therefore difficult to predict how or whether governments or regulatory agencies may implement changes to law or apply existing regulation with respect to such technology and its applications, including with respect to Sphere.

Blockchain technologies, NFTs and cryptocurrencies could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit the ability of the user to continue the use and enjoyment of such technologies, NFTs or cryptocurrencies. We must comply with applicable law, which may require us to, upon request by government agencies take certain actions or provide information.

9.8. Fork Handling

Blockchains may be subject to “forks”. Forks occur when some or all persons running the software clients for a particular blockchain system adopt a new client or a new version of an existing client that (a) changes the protocol rules in backwards-compatible or backwards-incompatible manner that affects which transactions can be added into later blocks, how later blocks are added to the blockchain, or other matters relating to the future operation of the protocol, or (b) reorganizes or changes past blocks to alter the history of the blockchain. Some forks are “contentious” and thus may result in two or more persistent alternative versions of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original. We may not be able to anticipate, control or influence the occurrence or outcome of forks, and do not assume any risk, liability or obligation in such connection. We do not assume any responsibility to notify any user of pending, threatened or completed forks. Each user assumes full responsibility to independently remain informed about possible forks, and to manage its own interests and risks in that connection.

9.9. Information

Although we intend to provide accurate and timely information and data on our interface, the interface may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the interface are your sole responsibility.

9.10. Tax risks

Your use of the Services may result in various tax consequences that may be adverse to you. We have not undertaken any due diligence or investigation into such tax consequences, assume no obligation or liability to optimize the tax consequences to any person and are not providing any tax advice.

9.11. Viruses, hacking, phishing etc.

The Services or your NFTs may be the target of third-party attacks, including phishing. We will not be responsible or liable, directly or indirectly, for any actual or alleged loss or damage sustained by you in connection with third-party attacks.

9.12. Officers, directors, etc.

All provisions of these Terms which disclaim or limit our obligations or liabilities shall also apply equally to our officers, directors, members, employees, independent contractors, agents and affiliates.

9.13. Legal limitations on disclaimers

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in these Terms may not apply in full to specific users. The disclaimers and limitations of liability provided in these terms shall apply to the fullest extent permitted by applicable law.

10. Indemnification

Each user shall defend, indemnify, compensate, reimburse and hold harmless us and each of our officers, directors, members, employees, independent contractors, agents and affiliates from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) user’s use of, or conduct in connection with, the Services; (b) user’s violation of these Terms (including section 6.2) or any other applicable policy or contract; or (c) user’s violation of any rights of any other person or entity.

11. Governing law and dispute resolution

11.1. Governing Law

These Terms shall be governed by and construed and interpreted in accordance with the laws of the Netherlands. Although the Services may be available in other jurisdictions, the user hereby acknowledges and agrees that such availability shall not be deemed to give rise to general or specific personal jurisdiction over us in any forum outside of the Netherlands.

11.2. Settlement negotiations

If a user has a potential legal dispute, claim or cause of action against us, the user shall first (prior to initiating any litigation proceedings) contact us by sending an email to [email protected] describing the nature of the potential dispute, claim or cause of action and providing all relevant documentation and evidence thereof. The parties shall use commercially reasonable efforts to negotiate a settlement of any such legal dispute, claim or cause of action within 60 days of the delivery of such email. Any such dispute, claim or cause of action that is not finally resolved by a binding, written settlement agreement within such 60 days shall be brought and resolved exclusively in accordance with section 11.3.

11.3. Agreement to binding and exclusive arbitration

Please read the following carefully, because it precludes you from submitting a lawsuit in court, participating in any class action or having a jury trial.

All claims, disputes and controversies directly or indirectly arising out of or in connection with or directly or indirectly relating to these Terms or any of the matters or transactions contemplated by these Terms (for the avoidance of doubt, including any claim seeking to invalidate, or alleging that, all or any part of these Terms is unenforceable, void or voidable) shall (unless settled pursuant to section 11.2 above) be resolved by confidential, binding arbitration to be seated in Amsterdam and conducted in the English language by a single arbitrator pursuant to the UNICITRAL Arbitration Rules that are most recent at the time when the arbitration proceedings are commenced. The award or decision of the arbitrator shall be final and binding upon the parties and the parties expressly waive any right under the laws of any jurisdiction to appeal or otherwise challenge the award, ruling or decision of the arbitrator.

Except to the extent necessary to enforce their respective rights under these Terms or as otherwise required by applicable law, the parties undertake to maintain confidentiality as to the existence and events of the arbitration proceedings and as to all submissions, correspondence and evidence relating to the arbitration proceedings. This provision shall survive the termination of the arbitral proceedings.

11.4. Opt-out procedure

IF YOU ARE A NEW USER OF OUR SERVICES, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE ("OPT-OUT") BY MAILING US A WRITTEN OPT-OUT NOTICE ("OPT-OUT NOTICE"). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE TERMS FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO [email protected].

If the agreement to arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the agreement to arbitrate or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute between ourselves will be resolved exclusively by the court of Amsterdam. You and we agree to submit to the personal jurisdiction of the courts located within the Netherlands for the purpose of litigating all such claims, disputes, or matters.

12. Miscellaneous

12.1. Communication and notices

By creating an Account or using our Services, you consent to receive all communications, notices and information that we provide in connection with these Terms electronically. You agree that we may provide such communications, notices and information to you by posting them on our website.   

12.2. Assignment or transfer

You may not assign or transfer any right to use the Services or any of your rights or obligations under these Terms without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, with or without notice or obtaining your consent or approval.

12.3. Severability

The invalidity or unenforceability of any of these Terms will not affect the validity or enforceability of any other of these Terms, all of which will remain in full force and effect.

12.4. Amendments and modifications

These Terms may only be amended, modified, altered or supplemented by or with the written consent of us. We reserve, the right, in our sole and absolute discretion, to amend, modify, alter or supplement these Terms from time to time. The most current version of these Terms will be made available through our interface. Any changes or modifications will be effective immediately upon the modified Terms being posted to the interface. A user shall be responsible for reviewing and becoming familiar with any such modifications. Each user hereby waives any right such user may have to receive specific notice of such changes or modifications. Use of the Services by a user after any modification of these Terms constitutes the user’s acceptance of the modified terms and conditions. If a user does not agree to any such modifications, the user must immediately stop using the Services.

12.5. No implied waivers

No failure or delay on the part of us in the exercise of any power, right, privilege or remedy under these Terms shall operate as a waiver of such power, right, privilege or remedy, and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

12.6. Entire Agreement

These Terms constitute the entire agreement between the parties relating to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

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