Terms of Service

Last Updated: June 26, 2026

These Terms of Service (the "Terms") govern access to and use of the websites, products, software, applications, APIs, documentation, support services, and related services provided by Spherium.ai LLC ("Spherium.ai," "Spherium," "we," "our," or "us").

By accessing or using the Services, creating an account, starting a trial, executing an order form, or otherwise using Spherium.ai, you agree to these Terms. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms. In that case, "Customer," "you," and "your" refer to that organization.

If Customer has entered into a separate written agreement with Spherium.ai that expressly governs Customer's use of the Services, that written agreement will control to the extent of any conflict with these Terms.

1. Definitions

"Acceptable Use Policy" or "AUP" means Spherium.ai's Acceptable Use Policy, as updated from time to time.

"AI Model Provider" means a third-party provider of artificial intelligence models, APIs, systems, or related services made available through or connected to the Services.

"Customer Data" means prompts, files, workspace content, knowledge resources, workflows, outputs, and other content submitted to, uploaded to, processed through, or generated through the Services by or on behalf of Customer or its Users.

"Documentation" means Spherium.ai's published documentation, help materials, technical instructions, and usage guidelines.

"Operational Metadata" means limited information used to operate, secure, support, troubleshoot, bill, and administer the Services, including tenant or organization information, authentication and login events, model usage metadata, API usage metadata, support ticket information, and billing or subscription information.

"Order Form" means an ordering document, online checkout flow, subscription confirmation, marketplace order, or other ordering process accepted by Spherium.ai that identifies the Services, subscription term, fees, usage limits, or other commercial terms.

"Services" means Spherium.ai's Enterprise AI Gateway and Collaboration Platform, websites, applications, APIs, documentation, support services, and related services.

"Subscription Term" means the subscription period specified in an Order Form or other applicable ordering process.

"Third-Party Services" means products, services, models, APIs, integrations, platforms, or systems provided by third parties, including AI Model Providers.

"User" means an individual authorized by Customer to access or use the Services.

2. Access to the Services

Subject to these Terms and any applicable Order Form, Spherium.ai grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term to access and use the Services for Customer's internal business purposes.

Customer is responsible for ensuring that all Users comply with these Terms, the Acceptable Use Policy, applicable Documentation, and all laws and regulations applicable to Customer's use of the Services.

Customer may not resell, sublicense, distribute, or make the Services available to third parties except as expressly permitted in writing by Spherium.ai.

3. Restrictions on Use

Customer and Users may not, and may not permit any third party to:

• Copy, modify, adapt, translate, or create derivative works of the Services, Documentation, interfaces, workflows, software, APIs, or underlying technology;
• Reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or discover the source code, object code, architecture, structure, algorithms, models, prompts, routing logic, rules logic, security controls, or underlying ideas of the Services;
• Access or use the Services to build, train, benchmark, or improve a competing product or service;
• Use automated tools, scraping, extraction, data mining, or similar methods to access, copy, monitor, or extract information from the Services except as expressly permitted by Spherium.ai in writing;
• Bypass, disable, interfere with, or circumvent any access controls, authentication controls, usage limits, rate limits, routing controls, rules, logging, audit functionality, billing controls, or security features;
• Remove, obscure, or alter any proprietary notices, labels, or branding within the Services or Documentation;
• Use the Services in a manner that infringes, misappropriates, or violates Spherium.ai's intellectual property rights or the rights of any third party.

The restrictions in this section apply except to the limited extent that applicable law expressly prohibits such restrictions.

4. Accounts and Administrators

Customer is responsible for maintaining accurate account information and for managing User access to the Services.

Customer is responsible for all activity conducted through its tenant, accounts, Users, API keys, integrations, and administrative configurations.

Customer administrators may control access, workspace settings, permissions, configurations, and other administrative functions within Customer's tenant. Spherium.ai is not responsible for Customer's internal access decisions, User permissions, workspace configurations, or Customer's failure to maintain appropriate internal controls.

Customer must promptly notify Spherium.ai at support@spherium.ai of any suspected unauthorized access, account compromise, or security incident involving the Services.

5. Trials, Subscriptions, Fees, and Payment

Spherium.ai may offer free trials, pilot access, paid subscriptions, usage-based services, add-on services, or other commercial plans.

Unless otherwise stated in an Order Form, free trials are provided for evaluation purposes and may be limited in duration, functionality, usage, support, or availability. Spherium.ai's current standard free trial is a 10-Day Free Trial, unless otherwise stated in an applicable order, promotion, or written agreement.

Customer agrees to pay all fees specified in the applicable Order Form or ordering process. Fees may include subscription fees, user fees, usage-based charges, token or credit purchases, add-on fees, marketplace charges, professional services fees, or other charges.

Unless otherwise stated in writing:

• Fees are due according to the applicable invoice, checkout process, marketplace terms, or Order Form.
• Fees are non-refundable except as expressly stated in these Terms or an applicable Order Form.
• Customer is responsible for all applicable taxes, excluding taxes based on Spherium.ai's income.
• Subscription fees may renew automatically unless canceled in accordance with the applicable ordering process.
• Spherium.ai may update fees for renewal terms by providing notice before the renewal date.

If Customer fails to pay undisputed amounts when due, Spherium.ai may suspend or limit access to the Services after reasonable notice, except where immediate suspension is required to protect the Services, comply with law, or prevent risk to Spherium.ai, Customer, Users, or third parties.

6. Customer Data

As between Customer and Spherium.ai, Customer owns Customer Data. Spherium.ai does not claim ownership of Customer Data.

Customer grants Spherium.ai the limited right to process Customer Data only as necessary to provide, operate, secure, support, troubleshoot, and improve the Services; comply with law; prevent abuse; and fulfill Customer's instructions through the Services.

Spherium.ai does not use Customer Data to train AI models owned or operated by Spherium.ai.

Customer prompts, files, workspace content, knowledge resources, workflows, and outputs are encrypted and are not routinely accessible to Spherium.ai personnel.

Spherium.ai personnel may access limited Operational Metadata reasonably necessary to operate, secure, troubleshoot, support, and administer the Services.

Customer is responsible for ensuring that it has all rights, permissions, consents, notices, and legal bases necessary to submit Customer Data to the Services and to permit Spherium.ai and applicable Third-Party Services to process Customer Data as described in these Terms.

7. Operational Metadata

Spherium.ai may collect and use Operational Metadata to operate, secure, support, troubleshoot, bill, and improve the Services.

Operational Metadata may include:

• Tenant or organization information
• Authentication and login events
• Model usage metadata
• API usage metadata
• Support ticket information
• Billing and subscription information

Operational Metadata does not include Customer prompts, files, workspace content, knowledge resources, workflows, or outputs.

Spherium.ai may use aggregated or de-identified information derived from use of the Services for analytics, benchmarking, service improvement, security, and business reporting, provided such information does not identify Customer or any individual.

8. AI Model Providers and AI Outputs

The Services may allow Customer to access, route requests to, or otherwise use AI Model Providers. Customer is responsible for selecting, configuring, and approving AI Model Providers used within Customer's tenant.

Depending on Customer's configuration and model selection, Customer Data may be transmitted to AI Model Providers to process Customer requests and generate outputs. Processing by AI Model Providers may be subject to the applicable provider's terms, privacy practices, data handling policies, and technical limitations.

Spherium.ai does not control AI Model Providers and is not responsible for AI Model Provider outages, model behavior, model training practices, model output quality, provider policy changes, or provider terms.

AI-generated outputs may be inaccurate, incomplete, offensive, biased, or unsuitable for Customer's intended purpose. Customer is responsible for reviewing, validating, and approving all outputs before relying on them or using them in business, legal, medical, financial, employment, security, compliance, or other important decisions.

Customer is responsible for ensuring that its use of AI outputs complies with applicable law, Customer policies, third-party rights, and industry-specific requirements.

9. API Access and Integrations

Spherium.ai may provide APIs, API keys, developer tools, or integrations. Customer is responsible for maintaining the confidentiality and security of API keys, credentials, tokens, and integration settings.

Customer may not:

• Share API keys except with authorized Users or systems;
• Use APIs to bypass usage limits, controls, access restrictions, or billing;
• Interfere with the security, availability, or performance of the Services;
• Reverse engineer or misuse APIs;
• Use APIs to scrape, overload, test, or attack the Services;
• Use integrations in a manner that violates third-party terms or applicable law.

Spherium.ai may set and enforce API limits, rate limits, usage thresholds, routing limitations, or other technical restrictions. Spherium.ai may modify, deprecate, or discontinue APIs or integrations with reasonable notice where practical.

10. Privacy and Security

Spherium.ai's processing of personal information is described in the Spherium.ai Privacy Policy.

Spherium.ai uses reasonable administrative, technical, and organizational safeguards designed to protect information against unauthorized access, disclosure, alteration, or destruction.

Customer is responsible for configuring and using the Services in a secure manner, managing User access, protecting credentials, reviewing outputs, and determining whether the Services are appropriate for Customer's intended use.

11. Acceptable Use

Customer and Users must comply with Spherium.ai's Acceptable Use Policy, which is incorporated into these Terms by reference.

Spherium.ai may suspend or limit access to the Services if Spherium.ai reasonably believes that Customer or any User has violated the Acceptable Use Policy, created a security risk, violated applicable law, or used the Services in a way that may harm Spherium.ai, the Services, other customers, third parties, or the public.

12. Third-Party Services

The Services may interoperate with Third-Party Services, including AI Model Providers, identity providers, payment processors, analytics tools, advertising platforms, support systems, and customer-selected integrations.

Customer's use of Third-Party Services may be subject to separate third-party terms and privacy policies. Spherium.ai is not responsible for Third-Party Services, including their availability, security, functionality, data handling, outputs, or compliance.

Spherium.ai may enable, modify, suspend, or discontinue integrations with Third-Party Services at any time, including where required by a provider, law, security concern, or business need.

13. Intellectual Property

Spherium.ai and its licensors own all rights, title, and interest in and to the Services, software, technology, documentation, designs, interfaces, workflows, trademarks, logos, and related intellectual property.

Except for the limited access rights expressly granted in these Terms, no rights are granted to Customer by implication, estoppel, or otherwise.

Customer retains ownership of Customer Data, subject to the limited rights granted to Spherium.ai in these Terms.

Customer may provide feedback, suggestions, ideas, or recommendations regarding the Services. Spherium.ai may use feedback without restriction or obligation to Customer, provided Spherium.ai does not disclose Customer's confidential information in doing so.

14. Confidentiality

Each party may receive non-public information from the other party that is marked confidential or reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

The receiving party will use the disclosing party's confidential information only to perform under these Terms and will protect it using reasonable care. The receiving party may disclose confidential information to employees, contractors, advisors, service providers, and representatives who need to know it and are bound by confidentiality obligations.

Confidential information does not include information that is publicly available, already known without restriction, independently developed without use of confidential information, or rightfully received from a third party without confidentiality obligations.

15. Service Availability

Spherium.ai will use commercially reasonable efforts to make the production Services available at least 99.9% of the time during each calendar month, excluding Excluded Downtime.

"Excluded Downtime" means unavailability caused by:

• Scheduled maintenance;
• Emergency maintenance;
• Customer systems, customer networks, customer configurations, or Customer misuse;
• Third-Party Services, AI Model Providers, internet service providers, hosting providers, or other services outside Spherium.ai's reasonable control;
• Beta, preview, trial, sandbox, development, or non-production features;
• Suspension of access in accordance with these Terms;
• Force majeure events or circumstances beyond Spherium.ai's reasonable control;
• Acts or omissions of Customer, Users, or third parties acting on Customer's behalf; or
• Degradation that does not materially prevent access to the production Services.

Availability will be measured using Spherium.ai's monitoring systems and calculated over each calendar month.

If Spherium.ai does not meet the 99.9% monthly availability commitment, Customer may request a service credit as follows:

To receive a service credit, Customer must submit a written request to support@spherium.ai within thirty (30) days after the end of the month in which the availability commitment was not met. The request must include Customer's name, tenant or organization name, dates and times of the claimed unavailability, and a reasonable description of the issue.

Service credits are Customer's sole and exclusive remedy for Spherium.ai's failure to meet the availability commitment. Service credits may not be exchanged for cash and may only be applied to future fees for the affected Services.

Unless expressly stated in an applicable Order Form, the availability commitment does not apply to free trials, beta features, preview features, sandbox environments, development environments, non-production features, professional services, or Third-Party Services.

16. Support, Maintenance, and Changes

Spherium.ai may provide support through designated support channels, including support ticketing. Spherium.ai currently uses HubSpot to help manage support tickets and related customer communications.

Spherium.ai may perform scheduled or emergency maintenance. Where practical, Spherium.ai will provide advance notice of scheduled maintenance.

Spherium.ai may update, improve, modify, or discontinue features of the Services from time to time. Spherium.ai will use commercially reasonable efforts to avoid materially reducing core functionality during an active Subscription Term, except where necessary for security, legal, technical, provider, or operational reasons.

17. Beta and Preview Features

Spherium.ai may make beta, preview, experimental, or early-access features available. Beta features are provided for evaluation purposes and may be modified, suspended, or discontinued at any time.

Beta features are provided "as is" and are excluded from the availability commitment unless expressly stated otherwise in an applicable Order Form.

Customer should not rely on beta features for production use unless Spherium.ai expressly approves such use in writing.

18. Suspension

Spherium.ai may suspend or limit Customer's or a User's access to the Services if Spherium.ai reasonably believes that:

• Customer or a User has violated these Terms or the Acceptable Use Policy;
• Customer's use creates a security, legal, operational, or platform-integrity risk;
• Customer's account is overdue;
• Suspension is required by law or a Third-Party Service provider;
• Customer's use may harm Spherium.ai, other customers, Users, third parties, or the public; or
• Customer's credentials, API keys, tenant, or systems appear compromised.

Where reasonable, Spherium.ai will provide notice and an opportunity to cure before suspension. Spherium.ai may suspend immediately without prior notice where necessary to address urgent security, legal, operational, or platform-integrity concerns.

19. Termination

Either party may terminate a subscription as permitted in the applicable Order Form or ordering process.

Spherium.ai may terminate access to the Services if Customer materially breaches these Terms and fails to cure the breach within thirty (30) days after written notice. Spherium.ai may terminate immediately if Customer's use creates significant legal, security, operational, or platform-integrity risk, or if required by law.

Upon termination or expiration, Customer's right to access the Services will end. Customer remains responsible for all fees incurred before termination.

Sections that by their nature should survive termination will survive, including payment obligations, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and general provisions.

20. Data Export and Deletion

During the Subscription Term, Customer may export Customer Data using available functionality where supported.

Following termination or expiration, Customer Data may be deleted, retained, or made available for export in accordance with Spherium.ai's then-current retention practices, applicable Order Form, and legal obligations.

Customer is responsible for exporting Customer Data before termination or expiration where Customer requires a copy.

21. Disclaimers

Except as expressly stated in these Terms, the Services are provided "as is" and "as available."

To the fullest extent permitted by law, Spherium.ai disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Spherium.ai does not warrant that the Services will be uninterrupted, error-free, secure, or free from harmful components, or that AI outputs will be accurate, complete, reliable, or suitable for Customer's intended use.

Customer is responsible for evaluating the accuracy, appropriateness, and legality of AI outputs.

22. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business opportunities, loss of goodwill, or loss of data, even if advised of the possibility of such damages.

Except for Excluded Claims, each party's total aggregate liability arising out of or relating to these Terms will not exceed the amounts paid or payable by Customer to Spherium.ai for the Services giving rise to the claim during the twelve (12) months before the event giving rise to liability.

"Excluded Claims" means Customer's payment obligations, Customer's violation of the Acceptable Use Policy, Customer's misuse of the Services, either party's infringement or misappropriation of the other party's intellectual property rights, and any liability that cannot be limited by law.

23. Indemnification

Customer will defend, indemnify, and hold harmless Spherium.ai and its officers, directors, employees, contractors, and agents from and against claims, damages, liabilities, losses, costs, and expenses arising out of or relating to:

• Customer Data;
• Customer's or Users' use of the Services;
• Customer's violation of these Terms or the Acceptable Use Policy;
• Customer's violation of applicable law;
• Customer's use of AI outputs;
• Customer's integrations, systems, configurations, or workflows; or
• Allegations that Customer Data infringes, misappropriates, or violates third-party rights.

Spherium.ai will provide reasonable notice of the claim and reasonable cooperation at Customer's expense. Customer may not settle a claim in a manner that imposes liability or obligations on Spherium.ai without Spherium.ai's prior written consent.

24. Governing Law and Venue

These Terms are governed by the laws of the State of Ohio, without regard to conflict-of-law principles.

Subject to the dispute resolution provisions below, the parties agree that any action arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in Ohio. The parties consent to personal jurisdiction and venue in those courts and waive any objection based on inconvenient forum.

25. Dispute Resolution and Arbitration

Before initiating arbitration or litigation, the parties will attempt in good faith to resolve any dispute through informal discussions. A party seeking to raise a dispute must provide written notice describing the dispute and requested resolution.

If the dispute is not resolved within thirty (30) days after notice, either party may pursue arbitration as described below, except that either party may seek injunctive or equitable relief in court to protect intellectual property, confidential information, security, or unauthorized use of the Services.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding arbitration, unless prohibited by law. Arbitration will be conducted on an individual basis and not as a class, consolidated, or representative action.

The arbitrator will have authority to award the same damages and relief that a court could award, subject to the limitations in these Terms.

Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Customer and Spherium.ai waive the right to a jury trial and to participate in class actions to the fullest extent permitted by law.

Counsel should review and approve this arbitration provision before publication.

26. Export Compliance and Sanctions

Customer may not use, export, re-export, import, or transfer the Services except as authorized by applicable law.

Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive sanctions, and is not listed on any restricted party list maintained by the United States or other applicable government authority.

Customer may not use the Services for prohibited end uses, including unlawful, restricted, or sanctioned activities.

27. Changes to These Terms

Spherium.ai may update these Terms from time to time. If changes are material, Spherium.ai will provide notice through the Services, website, email, or other reasonable means.

Changes will become effective on the date stated in the updated Terms. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

For active paid subscriptions, material changes that materially reduce Customer's rights or increase Customer's obligations will apply at renewal unless earlier application is required by law, security, provider requirements, or operational necessity.

28. General Provisions

Customer may not assign these Terms without Spherium.ai's prior written consent, except to a successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided the successor agrees to be bound by these Terms. Spherium.ai may assign these Terms in connection with a merger, acquisition, corporate reorganization, sale of assets, or by operation of law.

Neither party will be liable for delay or failure to perform due to circumstances beyond its reasonable control.

If any provision of these Terms is found unenforceable, the remaining provisions will remain in effect.

No waiver will be effective unless in writing and signed by the waiving party.

These Terms, together with any applicable Order Form, Privacy Policy, Acceptable Use Policy, Documentation, and incorporated policies, constitute the entire agreement between the parties regarding the Services.

If there is a conflict between documents, the following order will control unless expressly stated otherwise: signed written agreement, Order Form, these Terms, Acceptable Use Policy, Privacy Policy, Documentation.

29. Contact

Questions about these Terms may be directed to:

support@spherium.ai