Terms of Service

1. Acceptance and Authority

1.1These Terms form a binding agreement between Altrivis and the organisation that registers for, orders or uses the Services (the "Customer" or "you"). By clicking to accept these Terms, signing an Order Form that references them, or using the Services, you agree to them.

1.2If you accept these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not have that authority, or do not agree to these Terms, you must not use the Services.

1.3Business use only. The Services are offered only to businesses and other organisations, and to individuals acting in a trade, business, craft or profession. The Services are not offered to consumers. Each person who uses the Services must be at least 18 years of age.

2. Definitions

2.1In these Terms:

• (a)"Administrator" means a User designated by the Customer with authority to manage the Customer's Workspace, settings, Users and subscription;
• (b)"AI Features" means the features of the Services that use artificial intelligence or machine learning, including SphereOne Assist, summaries, drafting suggestions and semantic search;
• (c)"Customer Data" means all data, content and information submitted to the Services by or on behalf of the Customer or its Users, including messages, files, meeting information, task and contact records, and Output generated at the Customer's request, but excluding Usage Data;
• (d)"Documentation" means the user guides, help pages and policies made available by Altrivis in relation to the Services, as updated from time to time;
• (e)"Order Form" means an online order, plan selection or written order form agreed between Altrivis and the Customer;
• (f)"Output" means content generated by the AI Features in response to a User's input;
• (g)"Policies" means the Acceptable Use Policy, Privacy Policy, Data Processing Addendum, Subscription, Cancellation and Refund Terms, Service Level Agreement (where applicable), AI Usage and Disclosure Policy, and Content Moderation and Copyright Policy, each as published at www.sphereone.ai/legal;
• (h)"Services" means the SphereOne web, mobile and desktop applications, application programming interfaces and related services made available by Altrivis, including the AI Features;
• (i)"Subscription Term" means the period for which the Customer has subscribed to the Services, including any renewal;
• (j)"Usage Data" means technical and statistical data about the operation and use of the Services, which does not identify the Customer or any individual;
• (k)"User" means any individual whom the Customer permits to access the Services under its account, including employees, contractors and invited guest or client users; and
• (l)"Workspace" means the Customer's organisation space within the Services.

3. The Services

3.1Right to use. Subject to these Terms and payment of the applicable fees, Altrivis grants the Customer, during the Subscription Term, a non-exclusive, non-transferable, non-sublicensable right to access and use the Services, and to permit its Users to do so, for the Customer's internal business purposes.

3.2Features. The features available depend on the plan purchased, as described on the pricing page or in the Order Form. Altrivis may improve, modify or discontinue features from time to time, provided that it will not materially reduce the core functionality of a paid plan during the current paid period.

3.3Beta features. Features identified as "beta", "preview" or similar are provided for evaluation, "as is", without any service level or warranty, and may be withdrawn at any time.

3.4Third party services. The Services may interoperate with third party services such as calendar, email and storage providers. Where the Customer or a User enables such an integration, the Customer authorises Altrivis to exchange data with that service as needed for the integration. Third party services are governed by their own terms. Altrivis is not responsible for them or for their availability.

3.5Location-based access controls. Where an Administrator enables location-based access controls, the Services will use device location to allow or refuse access to the Workspace. The Customer is solely responsible for deciding whether to use this feature, for giving all notices and obtaining all consents required by law from its Users (including employee monitoring notices), and for providing a means for Users to seek review of an access refusal.

3.6Meeting recording and transcription. A participant may record a meeting from the web application. A recording is saved only to the recording participant's own device; Altrivis does not record or store meetings. Live captions transcribe only the participant's own speech, are shown only to that participant and are not stored. They are produced by the participant's own browser where it can recognise speech, and otherwise by an AI provider as an AI Feature (see Section 6.5). The Customer and its Users shall comply with the recording and consent requirements in the Acceptable Use Policy.

4. Accounts and Users

4.1The Customer shall provide accurate registration information and keep it up to date.

4.2The Customer is responsible for all activity in its Workspace, for the acts and omissions of its Users as if they were its own, and for ensuring that its Users comply with these Terms and the Policies.

4.3Each User must keep login credentials confidential. The Customer shall notify Altrivis promptly at support@sphereone.ai on becoming aware of any unauthorised access to its account.

4.4Every User who has access to the Workspace, including guest and client users invited by the Customer, is counted as a billable User unless the Order Form states otherwise.

5. Customer Data

5.1Ownership. As between the parties, the Customer owns all Customer Data. Altrivis acquires no rights in Customer Data except as set out in these Terms.

5.2Licence to Altrivis. The Customer grants Altrivis and its sub-processors a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, process and display Customer Data only as necessary to provide, secure and support the Services, to prevent or address technical or security issues, and as required by law.

5.3Data protection. To the extent Altrivis processes personal data contained in Customer Data on behalf of the Customer, the Data Processing Addendum (the "DPA") forms part of these Terms. In the event of conflict between these Terms and the DPA as regards personal data, the DPA prevails.

5.4Customer responsibilities. The Customer is responsible for the accuracy, quality and legality of Customer Data and of the means by which it was obtained, and for having all rights, notices and consents needed for Altrivis to process Customer Data under these Terms.

5.5Prohibited data. Unless expressly agreed in a signed Order Form, the Customer shall not submit to the Services: (a) protected health information subject to the US Health Insurance Portability and Accountability Act; (b) education records subject to the US Family Educational Rights and Privacy Act; (c) payment card data other than through the payment processor designated by Altrivis; (d) government-issued identification numbers, financial account credentials or biometric identifiers; or (e) information classified under any law relating to national security. Altrivis has no liability for such data submitted in breach of this clause. A voiceprint that a User creates with the optional "Only my voice" setting (Section 6.6) stays on that User's device and is not submitted to the Services for the purposes of this clause.

5.6Usage Data. Altrivis may collect and use Usage Data to operate, maintain, secure and improve the Services and for statistical purposes, provided that it does not identify the Customer or any individual in any external disclosure.

5.7Export and deletion. During the Subscription Term, and for thirty (30) days after it ends, the Customer may export Customer Data using the export functions of the Services or by written request to support@sphereone.ai. After that period, Altrivis will delete Customer Data in accordance with the DPA, except for copies that it is required by law to retain or that remain in backups until overwritten in the ordinary course, which will remain protected by these Terms.

6. AI Features

6.1Use of AI providers. The AI Features are provided using models supplied by third party providers, currently Google (Gemini) and OpenAI, as described in the AI Usage and Disclosure Policy and the Sub-processor List.

6.2No training on Customer Data. Altrivis does not use Customer Data to train or fine-tune any artificial intelligence model, and does not permit its AI providers to do so.

6.3Output. As between the parties, and to the extent permitted by law, the Customer owns Output generated at its request. Output may be inaccurate, incomplete or similar to Output generated for others. The Customer is responsible for reviewing Output before relying on or using it, and shall not use Output as the sole basis for any decision that produces legal or similarly significant effects for any individual, including decisions about employment, credit, housing, insurance or access to essential services.

6.4Enabling AI Features. The AI Features are enabled by default and may be switched off by an Administrator at any time for the Workspace.

6.5Voice input. Dictation and live captions turn a User's speech into text. Where the User's browser cannot do this itself, the audio is sent to Altrivis and transcribed by an AI provider, and it is not stored by Altrivis. Transcription by an AI provider is an AI Feature: while the AI Features are switched off for the Workspace, voice input is available only in browsers that recognise speech themselves.

6.6"Hey SphereOne" and "Only my voice". A User may choose to have Sphere, the assistant in the Services, listen for its name while the Services are open in front of them. That listening happens on the User's device, and no audio leaves it until after the name is said. A User may also choose to train Sphere to respond only to their voice, which creates a voiceprint from recordings of the User saying the name. The voiceprint is created, stored and compared only on that User's device, is never transmitted to Altrivis or to any third party, and is used for no other purpose. Each User decides for themselves whether to use these settings: an Administrator cannot turn them on for a User, and neither is needed to use the Services. The Privacy Policy (Section 5.7) describes the consent asked for and when the voiceprint is deleted.

7. Acceptable Use

7.1The Customer shall comply, and shall ensure that its Users comply, with the Acceptable Use Policy.

7.2The Customer shall not, and shall not permit any person to: (a) copy, modify or create derivative works of the Services; (b) reverse engineer, decompile or disassemble the Services, except to the extent that applicable law expressly permits despite this restriction; (c) sell, resell, sublicense, rent or lease the Services, or use them to provide services to third parties as a service bureau; (d) access the Services to build a competing product or to copy any features, functions or graphics; (e) use automated means to access the Services other than through the published interfaces; (f) interfere with or disrupt the integrity, security or performance of the Services; or (g) attempt to gain unauthorised access to the Services or to any other customer's data.

8. Fees, Billing and Taxes

8.1Fees. The Customer shall pay the fees for its plan as stated on the pricing page or in the Order Form. The Subscription, Cancellation and Refund Terms form part of these Terms and govern free trials, billing cycles, automatic renewal, cancellation and refunds.

8.2Payment. Unless the Order Form provides otherwise, fees are billed in advance in United States Dollars and charged to the payment method on file through Altrivis' payment processor, Stripe. The Customer authorises Altrivis and its payment processor to charge all fees when due.

8.3Late payment. If any amount is not paid when due, Altrivis may, after giving at least ten (10) days' notice, suspend the Services until payment is received.

8.4Taxes. Fees are exclusive of all sales, use, value added, goods and services and similar taxes, and of withholding taxes. The Customer is responsible for all such taxes other than taxes on Altrivis' income. Where Altrivis is required to collect a tax, it will be added to the invoice unless the Customer provides a valid exemption certificate. Where the Customer is required by law to withhold tax, it shall gross up the payment so that Altrivis receives the full amount invoiced. Where reverse charge applies to the Customer under the law of its country, the Customer shall account for the tax.

9. Intellectual Property

9.1Altrivis property. Altrivis and its licensors own all right, title and interest in the Services, the Documentation, the SphereOne name and logo, and all improvements and derivative works of them. No rights are granted to the Customer except as expressly stated in these Terms.

9.2Feedback. If the Customer or any User provides suggestions or feedback about the Services, Altrivis may use them without restriction or obligation.

10. Confidentiality

10.1"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is the Customer's Confidential Information. The Services, pricing offered to the Customer and non-public information about the Services are Altrivis' Confidential Information.

10.2The receiving party shall use the disclosing party's Confidential Information only to perform its obligations or exercise its rights under these Terms, shall not disclose it except to its employees, contractors, advisers and sub-processors who need to know it and are bound by confidentiality obligations no less protective than this clause, and shall protect it with at least reasonable care.

10.3These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known to the receiving party before disclosure, is lawfully received from a third party without restriction, or is independently developed without use of the Confidential Information.

10.4The receiving party may disclose Confidential Information where required by law or court order, after giving the disclosing party prompt notice (where lawful) and reasonable assistance to seek protective treatment.

11. Security

11.1Altrivis shall maintain administrative, technical and organisational measures designed to protect Customer Data against unauthorised access, loss or disclosure, as described in the DPA.

11.2The Customer is responsible for configuring the Services appropriately for its needs, managing User access and permissions, securing its own devices and networks, and enabling multi-factor authentication where offered.

12. Suspension

12.1Altrivis may suspend access to the Services, in whole or in part, for the Customer or any User, if: (a) it reasonably believes that the Services are being used in breach of Section 7 or the Acceptable Use Policy; (b) suspension is needed to prevent harm to the Services, other customers or any person; (c) payment is overdue as described in Clause 8.3; or (d) it is required by law.

12.2Altrivis will give notice before suspension where reasonably practicable and will limit the suspension to what is reasonably necessary. It will restore access promptly once the reason for suspension is resolved.

13. Term and Termination

13.1These Terms apply from the date the Customer first accepts them and continue until all Subscription Terms have ended.

13.2Subscription Terms renew automatically as described in the Subscription, Cancellation and Refund Terms, unless cancelled.

13.3Either party may terminate these Terms by written notice if the other party materially breaches them and fails to cure the breach within thirty (30) days after receiving notice of it, or immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors or becomes subject to bankruptcy or similar proceedings.

13.4Altrivis may terminate immediately on notice where the Customer's breach of the Acceptable Use Policy is serious or repeated, or where continued provision of the Services would be unlawful.

13.5On termination, the Customer's right to use the Services ends, all unpaid fees become due, and Clause 5.7 applies to Customer Data. Sections 5.7, 8 (as to amounts owed), 9, 10, 14.3, 15, 16, 20 and 21, and any other provision that by its nature should survive, survive termination.

14. Warranties and Disclaimers

14.1Each party represents that it has validly entered into these Terms and has the legal power to do so.

14.2Altrivis warrants that, during a paid Subscription Term, the Services will perform materially in accordance with the Documentation. The Customer's sole remedy for breach of this warranty is for Altrivis to use reasonable efforts to correct the non-conformity, failing which either party may terminate the affected subscription and the Customer will receive a refund of prepaid fees for the unused portion of the Subscription Term.

14.3EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES, THE AI FEATURES AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALTRIVIS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT OUTPUT WILL BE ACCURATE OR RELIABLE.

15. Indemnification

15.1By Altrivis. Altrivis shall defend the Customer against any claim by a third party alleging that the Services, as provided by Altrivis and used in accordance with these Terms, infringe that third party's copyright, trade mark or patent or misappropriate its trade secret, and shall pay any damages finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Data, Output, third party services, combinations with items not provided by Altrivis, or modifications not made by Altrivis. If such a claim is made or appears likely, Altrivis may modify the Services to be non-infringing, obtain a licence, or terminate the affected subscription and refund prepaid fees for the unused period. This clause states Altrivis' entire liability for infringement claims.

15.2By the Customer. The Customer shall defend Altrivis against any claim by a third party arising from Customer Data, from the Customer's or its Users' use of the Services in breach of these Terms or applicable law, or from the Customer's use of location-based access controls or employee monitoring, and shall pay any damages finally awarded or agreed in settlement.

15.3Procedure. The indemnified party shall give prompt written notice of the claim, allow the indemnifying party sole control of the defence and settlement (provided that no settlement may impose any admission or obligation on the indemnified party without its consent), and provide reasonable assistance at the indemnifying party's expense.

16. Limitation of Liability

16.1TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL OR DATA, OR COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

16.2TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE FEES PAID AND PAYABLE BY THE CUSTOMER TO ALTRIVIS IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED UNITED STATES DOLLARS (USD 100) WHERE NO FEES HAVE BEEN PAID.

16.3The limitations in Clauses 16.1 and 16.2 do not apply to: (a) the Customer's obligation to pay fees; (b) a party's indemnification obligations; (c) a party's liability for fraud, gross negligence or wilful misconduct; (d) the Customer's breach of Section 7 or the Acceptable Use Policy; or (e) any liability that cannot be limited by law.

17. Export Controls and Sanctions

17.1The Services include encryption technology and are subject to United States export control and sanctions laws. The Customer represents that neither it nor any User is located in, or is a national or resident of, any country or region subject to comprehensive United States sanctions, or is named on any United States government restricted party list.

17.2The Customer shall not use, export or permit access to the Services in breach of such laws. Altrivis may block access from sanctioned territories.

18. Publicity

18.1Altrivis may identify the Customer as a customer by name and logo in its customer lists and marketing materials, unless the Customer opts out by written notice to support@sphereone.ai.

19. Changes to These Terms

19.1Altrivis may update these Terms from time to time. Where a change is material, Altrivis will give at least thirty (30) days' notice by email to the Administrator or by notice within the Services before the change takes effect, except where the change is required by law or relates to a new feature, in which case it may take effect sooner.

19.2If the Customer does not agree to a material change, it may terminate its subscription before the change takes effect and receive a pro rata refund of prepaid fees for the unused period. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

20. Governing Law and Dispute Resolution

20.1Governing law. These Terms are governed by the laws of the State of Texas and the federal laws of the United States applicable in Texas, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20.2Informal resolution. Before commencing any arbitration or court proceeding, a party shall send a written notice of dispute to the other party describing the dispute and the relief sought, and the parties shall attempt in good faith to resolve it within sixty (60) days.

20.3Binding arbitration. Any dispute, claim or controversy arising out of or relating to these Terms or the Services that is not resolved informally shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator, in English, seated in Austin, Texas. Hearings may be conducted by video conference. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs this Section.

20.4Class action waiver. Disputes shall be resolved only on an individual basis. Neither party shall bring or participate in any class, collective, consolidated or representative proceeding against the other. If this Clause 20.4 is found unenforceable as to any claim, that claim shall be heard in court and not in arbitration.

20.5Exceptions. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information, and either party may bring an individual claim in a small claims court of competent jurisdiction.

20.6Courts. Subject to the arbitration agreement, the state and federal courts located in Travis County, Texas have exclusive jurisdiction, and each party submits to their jurisdiction.

20.7Time limit. To the extent permitted by law, any claim must be brought within one (1) year after the cause of action arises.

21. General

21.1Entire agreement and precedence. These Terms, the Order Form and the Policies form the entire agreement between the parties on their subject matter. In case of conflict, the following order of precedence applies: (a) the DPA (as to personal data); (b) the Order Form; (c) these Terms; and (d) the other Policies. Terms in any purchase order or other Customer document are of no effect.

21.2Assignment. Neither party may assign these Terms without the other's prior written consent, except that either party may assign them without consent to a successor in a merger, acquisition or sale of all or substantially all of its assets or business to which these Terms relate, on notice to the other party.

21.3Force majeure. Neither party is liable for delay or failure in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, labour disputes, failure of public utilities or telecommunications networks, failure of third party hosting or AI providers, or acts of government.

21.4Notices. Notices to Altrivis shall be sent to support@sphereone.ai with a copy by post to the address stated at the top of these Terms. Notices to the Customer may be sent to the email address of the Administrator on file. Email notices are effective on sending, unless a delivery failure notification is received.

21.5Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

21.6No third party beneficiaries. There are no third party beneficiaries of these Terms.

21.7Waiver and severability. A failure to enforce a provision is not a waiver. If any provision is held unenforceable, it shall be modified to the minimum extent necessary and the remaining provisions shall remain in effect.

21.8Electronic contracting. The parties agree that these Terms may be accepted electronically, and that electronic records and signatures have the same effect as paper records and handwritten signatures.

21.9Language. These Terms are made in English. Any translation is for convenience only, and the English version prevails.

22. Country-specific Terms

22.1European Economic Area, United Kingdom and Switzerland. Where the Customer is established in the European Economic Area, the United Kingdom or Switzerland: (a) Clauses 20.3, 20.4 and 20.7 do not apply to the extent that they are prohibited by mandatory law, and disputes shall instead be submitted to the courts of Travis County, Texas, without prejudice to any mandatory right of the Customer to bring proceedings in its home jurisdiction; (b) nothing in these Terms limits liability for death or personal injury caused by negligence or for fraudulent misrepresentation; and (c) where the Services are data processing services within the meaning of the EU Data Act, the Customer may switch to another provider or export its data on notice as provided in Clause 5.7, and Altrivis will provide reasonable assistance on the terms required by that Act.

22.2India. Where the Customer is established in India: (a) the Customer shall account for goods and services tax on the Services under the reverse charge mechanism where applicable; (b) the India Supplement to the Privacy Policy and the India provisions of the DPA apply; and (c) the arbitration under Clause 20.3 shall, where the Customer so requests before the appointment of the arbitrator, be seated in Ahmedabad, India and conducted under the Arbitration and Conciliation Act, 1996, with the governing law remaining as stated in Clause 20.1.

23. Contact

23.1Questions about these Terms may be sent to support@sphereone.ai or by post to Altrivis Management LLC, 5900 Balcones Drive, Suite 100, Austin, Texas 78731, United States.