Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client") and Sphere AI LLC, a Tennessee limited liability company ("Sphere AI," "we," "us," or "our"). They govern all web design, web development, hosting, maintenance, branding, and related digital services we provide.

By submitting a service inquiry, making a payment, or otherwise engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree, do not engage our services.

Sphere AI provides subscription-based and project-based digital services including but not limited to:

• Custom website design and development
• Website hosting and maintenance
• Logo and branding design
• Search engine optimization (SEO) setup
• AI-ready website integrations
• Google Business profile management
• Social media asset creation

The specific deliverables, timeline, and pricing for your engagement are described in your service agreement, invoice, or proposal. In the absence of a separate written contract, these Terms govern.

Sphere AI does not require long-term contracts. Subscription services operate on a month-to-month basis.

Either party may cancel a subscription service at any time by providing thirty (30) days written notice delivered to admin@sphereai.ai or via the contact form at sphereai.ai/contact. The 30-day notice period begins on the date the written notice is received and confirmed by Sphere AI.

You remain responsible for all fees accrued during the 30-day notice period. Sphere AI will continue to provide the subscribed service through the end of the notice period unless you request immediate cessation.

One-time project engagements (e.g., logo design, one-time site builds) are not subject to the 30-day cancellation notice and are governed by the terms of the specific project agreement.

All fees are set forth in your invoice or service agreement. Subscription fees are billed monthly in advance. Project fees may require a non-refundable deposit before work begins.

• Invoices are due upon receipt unless otherwise stated in writing.
• Payments more than seven (7) days past due may result in a suspension of services.
• Sphere AI reserves the right to adjust subscription pricing with thirty (30) days written notice.
• All sales are final. Refunds are issued at the sole discretion of Sphere AI.

IMPORTANT: Ownership of the website and all associated design files, source code, graphics, and digital assets depends on whether you have paid for a rights transfer. Please read this section carefully.

Subscription clients (month-to-month): The website is hosted and maintained by Sphere AI on your behalf. You do not own the website, its design, code, or underlying files. Sphere AI retains full intellectual property rights. Upon cancellation you may request an exported copy of content (text and images you provided), but you are not entitled to design files, source code, or the right to re-host the site.

Rights-transfer clients: Clients who have purchased a rights transfer package (as agreed in a separate written instrument) will receive full ownership of the deliverables specified in that instrument upon receipt of final payment. Contact us for pricing and details on rights-transfer packages.

In all cases, Sphere AI retains a non-exclusive, perpetual, royalty-free license to display completed work in its portfolio and marketing materials unless you request otherwise in writing.

You agree to:

• Provide accurate business information, content, and materials needed to complete your project.
• Respond to requests for review and approval within a reasonable time (typically 5 business days).
• Obtain all necessary rights, licenses, and permissions for any content, images, or trademarks you supply.
• Not use Sphere AI services for any unlawful, deceptive, or harmful purpose.
• Keep your billing information current.

Project delays caused by your failure to provide materials, feedback, or approvals do not entitle you to a refund or fee reduction.

SPHERE AI PROVIDES ALL SERVICES "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Sphere AI does not warrant that:

• A website will generate any particular level of traffic, leads, sales, revenue, or business results.
• Search engine rankings will improve or be maintained.
• The website will be error-free, uninterrupted, or free of viruses or harmful components.
• Any specific business outcome will be achieved as a result of Sphere AI's services.

Results vary based on many factors outside Sphere AI's control, including your industry, competition, market conditions, and your own business practices. Sphere AI makes no guarantee of any specific outcome.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPHERE AI LLC AND ITS OWNERS, EMPLOYEES, CONTRACTORS, AND AGENTS SHALL NOT BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, goodwill, or business opportunities
• Damages resulting from your reliance on the website or digital assets for business decisions
• Damages arising from third-party actions, platform changes (including Google, social media platforms, or hosting providers), or force majeure events
• Damages resulting from website downtime, data loss, or security incidents beyond our reasonable control

IN NO EVENT SHALL SPHERE AI'S TOTAL CUMULATIVE LIABILITY TO YOU EXCEED THE TOTAL FEES YOU PAID TO SPHERE AI IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE CLAIM.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

Sphere AI may integrate or recommend third-party services including web hosting providers, domain registrars, payment processors, email platforms, Google services, and social media platforms.

Sphere AI is not responsible for the availability, accuracy, security, or terms of any third-party service. Changes made by third-party platforms (including algorithm updates, policy changes, or feature deprecation) that affect your website's performance are outside Sphere AI's control and do not entitle you to a refund or fee adjustment.

Both parties agree to keep confidential any non-public business information shared during the engagement. Sphere AI will not sell or share your business information with third parties except as required to deliver services (e.g., hosting providers) or as required by law.

Sphere AI reserves the right to suspend or terminate services immediately, without refund, if you:

• Violate any provision of these Terms
• Engage in abusive, harassing, or threatening conduct toward Sphere AI staff
• Attempt to use our services for illegal or fraudulent purposes
• Fail to pay any outstanding invoice after a 7-day cure period

These Terms shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of law provisions.

Any dispute arising from these Terms or our services shall first be submitted to good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration in Knox County, Tennessee, under the rules of the American Arbitration Association. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

YOU AND SPHERE AI WAIVE ANY RIGHT TO A JURY TRIAL OR CLASS ACTION PROCEEDING.

Sphere AI reserves the right to update these Terms at any time. We will notify active clients by email at least 14 days before material changes take effect. Continued use of our services after the effective date of updated Terms constitutes your acceptance of the revised Terms.

These Terms, together with any separate project agreement, proposal, or invoice issued by Sphere AI, constitute the entire agreement between you and Sphere AI with respect to our services and supersede all prior communications, representations, or understandings.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Sphere AI LLC

Knoxville, Tennessee

Email: admin@sphereai.ai

Website: sphereai.ai/contact