SpaSphere Terms of Service

Last Updated: April 13, 2026

These Terms of Service (the “Terms”) govern your access to and use of the SpaSphere platform, including our websites, web applications, mobile applications, tenant websites, public booking flows, integrations, messaging tools, AI-powered features, and related services (collectively, the “Services”), offered by SpaSphere, Inc. (“SpaSphere,” “we,” “us,” or “our”).

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use the Services.

These Terms apply to:

  • businesses, professionals, and other authorized users who register for and use SpaSphere for business purposes (“Tenants,” “you,” or “your”); and
  • end clients who book appointments, purchase services, submit information, redeem packages, make payments, or otherwise interact with a Tenant through a SpaSphere-powered website, booking page, checkout flow, widget, or related interface (“End Clients”).

By completing a booking, purchase, payment, or other transaction through a SpaSphere-powered flow, an End Client agrees to these Terms to the extent applicable.

1. Eligibility and Permitted Use

You may use the Services only if:

  • you are at least 18 years old;
  • you have the legal capacity to enter into a binding contract;
  • you are using the Services for lawful business purposes; and
  • you operate or access the Services in the United States.

SpaSphere is intended for beauty, wellness, and related service businesses operating in the United States. We may accept, reject, limit, suspend, or terminate access to the Services for any person, business, category, or use case in our sole discretion where we believe it creates legal, payment, compliance, reputational, operational, or platform risk.

SpaSphere is not a licensing authority, regulator, or enforcement body. You are solely responsible for ensuring that your business, personnel, services, products, communications, and practices comply with all applicable laws, regulations, licensing requirements, and professional obligations.

2. SpaSphere's Role as Software Platform Only

SpaSphere is a software platform. SpaSphere does not provide esthetic, spa, wellness, medical, or other professional services to End Clients.

SpaSphere is not a party to the underlying service relationship, treatment relationship, booking agreement, payment arrangement, refund decision, cancellation dispute, package redemption dispute, injury claim, or other dispute between a Tenant and an End Client.

Each Tenant is solely responsible for:

  • the services and products it offers;
  • the qualifications, licensing, conduct, supervision, and legal compliance of its staff and contractors;
  • its pricing, policies, disclosures, advertising, and website claims;
  • its booking, cancellation, refund, deposit, no-show, package, and communication policies; and
  • any outcome, injury, allergic reaction, dissatisfaction, scheduling issue, charge dispute, or other claim arising from its business.

Any dispute concerning the actual services, products, treatment experience, pricing, package use, refund eligibility, cancellation enforcement, or client relationship is solely between the applicable Tenant and End Client.

3. Tenant Accounts

To access certain Services, you must create an account. You agree to provide accurate, complete, and current information and to keep it updated.

You are responsible for:

  • safeguarding your login credentials;
  • all activity under your account;
  • all activity by your employees, staff, contractors, collaborators, or other authorized users; and
  • ensuring that all users associated with your account comply with these Terms.

We may suspend, restrict, or terminate an account if we believe that:

  • account, identity, or business information is false, misleading, incomplete, or fraudulent;
  • the account presents unusual fraud, abuse, payment, processor, legal, compliance, or platform risk;
  • the Services are being used in violation of these Terms or applicable law; or
  • continued access would create risk or harm to SpaSphere, other users, End Clients, service providers, or the platform.

4. Account Ownership and Authority

The registered Tenant or business owner is the account owner and has final authority over the account, including billing, user permissions, exports, deletion requests, and all account-level decisions.

As between SpaSphere and any user associated with a Tenant account, we may rely on the instructions and authority of the account owner unless required otherwise by applicable law or a valid legal order.

If a staff member, collaborator, or contractor leaves a Tenant's business, the Tenant retains control over the account and associated business data, including appointments, notes, client records, communications, and related business information stored in the Services.

SpaSphere is not responsible for internal disputes among owners, staff, collaborators, or contractors relating to account access, business records, client information, or ownership of data.

5. End Client Use

End Clients may access limited portions of the Services through SpaSphere-powered websites, forms, checkout pages, booking flows, and related interfaces operated by or on behalf of a Tenant.

By booking, paying, purchasing, redeeming, submitting information, or otherwise interacting with a SpaSphere-powered flow, an End Client agrees to these Terms to the extent applicable.

End Clients agree to provide accurate and complete information in connection with bookings and transactions. End Clients are responsible for reviewing the applicable Tenant's pricing, cancellation, refund, deposit, package, rescheduling, and other business policies before completing a booking or purchase.

SpaSphere may send operational or transactional communications related to a booking or transaction, including confirmations, reminders, receipts, updates, and similar notices.

6. Acceptable Use

You may not use the Services to:

  • violate any law, regulation, court order, or third-party right;
  • send spam, unlawful marketing, or unsolicited communications;
  • submit or distribute content that is unlawful, deceptive, harmful, infringing, abusive, threatening, harassing, defamatory, hateful, obscene, or fraudulent;
  • interfere with, probe, scan, compromise, or disrupt the security, integrity, or availability of the Services;
  • bypass or attempt to bypass access restrictions, account limitations, or protective controls;
  • scrape, harvest, or collect data from the Services without authorization;
  • upload malware, malicious code, or harmful material;
  • impersonate another person or business;
  • use the Services to build, train, operate, or support a competing product or service;
  • copy, reverse engineer, decompile, disassemble, mirror, reproduce, or derive source code, features, workflows, designs, or functionality from the Services except to the extent prohibited by applicable law;
  • create fake bookings, fake accounts, fraudulent transactions, or abusive trials;
  • import purchased lists or send bulk unsolicited campaigns through the Services; or
  • use the Services in any way that creates excessive legal, processor, reputational, security, or operational risk for SpaSphere.

7. Professional Conduct and Harmful Content

Tenants must use the Services in a professional and lawful manner consistent with the operation of a legitimate business.

Without limiting any other provision of these Terms, a Tenant may not use SpaSphere-hosted pages, websites, forms, booking flows, messaging tools, review responses, public content areas, or other public-facing features to publish, distribute, or display content that:

  • is defamatory, abusive, threatening, harassing, or intentionally harmful;
  • is fraudulent, misleading, or designed to deceive clients or the public;
  • impersonates a person, business, credential, or professional qualification;
  • promotes unlawful conduct or violates professional, advertising, or consumer-protection laws; or
  • in SpaSphere's reasonable judgment creates reputational, legal, or platform risk for SpaSphere, its users, End Clients, processors, or service providers.

SpaSphere may remove or restrict such content and may suspend or terminate the associated account where we determine such action is necessary to protect the platform, users, or the public.

8. Restricted Businesses, Categories, and Content

Without limiting Section 6, the following are prohibited unless SpaSphere expressly approves them in writing:

  • illegal products or services;
  • adult or sexual services;
  • escort or companionship services;
  • deceptive, fraudulent, or misleading businesses;
  • sale of CBD, THC, cannabis-derived products, controlled substances, or other regulated products restricted by law or payment providers;
  • firearms, weapons, explosives, or hazardous materials;
  • hate, exploitation, harassment, or abusive conduct;
  • pyramid, multi-level marketing, or deceptive business opportunity schemes;
  • businesses impersonating licensed professionals or misrepresenting credentials;
  • businesses primarily targeting minors in ways requiring consent mechanisms or protections not supported by the Services;
  • agency, reseller, or white-label use on behalf of multiple unrelated businesses without SpaSphere's approval; and
  • any category, product, service, claim, or business model prohibited or restricted by Stripe, card networks, or any other core service provider used by SpaSphere.

SpaSphere does not prohibit a business solely because a service may be lawful in some states and regulated in others. However, SpaSphere is not medical software, is not a medical record system, and may not be used as a substitute for systems or workflows requiring regulated medical, clinical, or healthcare compliance capabilities that SpaSphere does not expressly provide.

We reserve the right, in our sole discretion, to restrict or prohibit any category, procedure, product, service, claim, or business model that creates legal, payment, compliance, reputational, or platform risk.

9. Tenant Websites and Public Content

SpaSphere may enable Tenants to create or operate websites, booking pages, forms, landing pages, and other public-facing experiences. Each Tenant is solely responsible for all content appearing on its SpaSphere-powered site or pages, including:

  • service descriptions;
  • pricing;
  • package details;
  • disclaimers;
  • credentials;
  • policies;
  • before-and-after photos;
  • testimonials;
  • logos, images, videos, and branding materials; and
  • compliance with advertising, privacy, intellectual property, consumer protection, and professional laws.

You may not post false, misleading, deceptive, unsubstantiated, or unlawful claims, including false credentials, guaranteed outcomes, deceptive medical-style claims, or statements that violate advertising or consumer protection laws.

You represent and warrant that you have all necessary rights, licenses, permissions, and consents to use and publish all content you upload or display through the Services, including photos, videos, trademarks, logos, testimonials, and other materials.

SpaSphere may remove, disable, or restrict access to content that we believe violates these Terms, applicable law, third-party rights, or creates legal, payment, reputational, or platform risk.

10. Accessibility Responsibility

SpaSphere may design the Services with accessibility in mind, but each Tenant remains solely responsible for the accessibility of its specific website, booking flow, public content, and configurations, including custom text, uploaded images, color choices, branding elements, linked documents, and other content or settings under its control.

SpaSphere does not guarantee that a Tenant's public-facing website or booking flow, as configured by that Tenant, satisfies any particular accessibility standard, including WCAG, ADA, or similar requirements. The Tenant is solely responsible for ensuring that its public-facing business presence complies with applicable accessibility laws and standards.

11. Privacy Policy

Our Privacy Policy describes how we collect, use, disclose, and protect personal information. The Privacy Policy is incorporated into these Terms by reference.

By using the Services, you agree to the Privacy Policy.

12. Data Ownership and Data Roles

As between SpaSphere and the Tenant, the Tenant retains ownership of its business data, including client information, appointment records, notes, service data, communications, and website content submitted to or stored in the Services.

The Tenant is primarily responsible for:

  • lawfully collecting and using client data;
  • providing all legally required notices and obtaining legally required consents;
  • responding to privacy requests where legally required; and
  • ensuring that its use of the Services complies with applicable privacy, marketing, consumer protection, and data laws.

For data associated with a Tenant's business and End Client relationship, the Tenant is the primary controller or business, and SpaSphere acts as a service provider or processor, except where SpaSphere processes data for its own legitimate purposes described in the Privacy Policy, including security, fraud prevention, billing, analytics, support, product improvement, and legal compliance.

If an End Client submits a privacy or deletion request directly to SpaSphere regarding data controlled by a Tenant, SpaSphere may direct that request to the applicable Tenant or require the End Client to contact the Tenant directly, unless applicable law requires otherwise.

13. No HIPAA; Not Medical Software

Important: SpaSphere is not medical software.

SpaSphere is not a medical record system, is not designed for diagnosis or treatment decisions, and is not represented as HIPAA-compliant unless SpaSphere expressly states otherwise in a separate written agreement signed by SpaSphere.

You may not use the Services to store, transmit, or manage protected health information or other regulated medical data in a manner that requires HIPAA compliance or other regulated healthcare compliance capabilities that SpaSphere does not expressly provide.

If a Tenant uploads or stores protected health information, regulated health data, or other impermissible medical data in the Services, SpaSphere reserves the right, but not the obligation, to remove, restrict, redact, or permanently delete such data at any time and without notice in order to preserve the non-medical nature of the platform and reduce legal or compliance risk.

You are solely responsible for determining whether your use of the Services involves health-related, medical, consumer health, or other regulated information and for ensuring compliance with all applicable laws.

14. Communications and Messaging Compliance

SpaSphere may provide email, SMS, reminders, notifications, campaign tools, and other communications features.

The Tenant is solely responsible for:

  • obtaining all necessary consents, opt-ins, and permissions from recipients;
  • honoring opt-outs and communication preferences;
  • maintaining records of consent where required by law;
  • complying with all applicable communication laws, regulations, industry guidelines, and carrier requirements; and
  • ensuring that messages sent through the Services are lawful, accurate, and appropriate.

Tenants may not import purchased lists, send unsolicited bulk communications, or use the Services for spam or abusive messaging.

SpaSphere may suspend, limit, rate-limit, or terminate messaging features or access if we believe your messaging practices create complaint, abuse, deliverability, carrier, legal, reputational, or platform risk.

SpaSphere may continue to send operational, billing, support, security, and service-related communications necessary to provide the Services, even if a Tenant opts out of promotional communications from SpaSphere.

15. Third-Party Services and Integrations

The Services may interoperate with third-party services, including payment processors, calendar providers, messaging providers, hosting providers, AI providers, app stores, analytics tools, and other integrations.

Your use of third-party services is governed by the terms and policies of those third parties. You are solely responsible for complying with those terms.

SpaSphere does not control and is not responsible for third-party services, including outages, API changes, delays, suspensions, data handling, security incidents, policy changes, failures, or acts and omissions of those third parties.

SpaSphere may add, modify, restrict, or discontinue integrations at any time without liability.

16. Automated Decision-Making and Operational Risk Controls

SpaSphere may use automated systems, algorithms, rules engines, or similar tools to support fraud prevention, abuse detection, security monitoring, spam prevention, payment-risk management, account protection, moderation, service reliability, and other legitimate operational purposes.

Such tools may contribute to decisions such as restricting features, flagging activity for review, limiting access, requiring additional verification, delaying certain functionality, or suspending specific tools or accounts.

SpaSphere does not guarantee that automated tools are error-free. If you believe an account-impacting decision was made in error, you may contact support@spasphere.ai to request review. SpaSphere may, but is not obligated to, provide manual review, additional explanation, reversal, or reinstatement except where required by law.

Nothing in this Section limits SpaSphere's right to take immediate protective action where we believe doing so is necessary to prevent fraud, abuse, harm, loss, or platform risk.

17. Subscription Plans, Billing, and Fees

Certain Services require a paid subscription. By purchasing or continuing a subscription, you agree to pay all fees, charges, taxes, and amounts associated with your plan and use of the Services.

Unless otherwise stated:

  • subscriptions are billed monthly;
  • subscriptions renew automatically at the end of each billing cycle unless canceled before the next renewal date;
  • all fees are non-refundable except as expressly required by law or expressly determined by SpaSphere in its sole discretion;
  • SpaSphere may retry failed charges using the payment method on file; and
  • any future plan changes, if offered, take effect at the end of the current billing cycle unless SpaSphere states otherwise.

You may cancel your subscription through the subscription or billing settings made available in the Services, or by contacting support@spasphere.ai. SpaSphere will not require a phone call or impose unnecessary steps solely to cancel a subscription.

SpaSphere may change pricing, fees, or billing terms upon at least thirty (30) days' prior notice. Continued use of the Services after the effective date of the change constitutes acceptance of the updated pricing or billing terms.

SpaSphere may, in its sole discretion, issue a refund, credit, waiver, or billing adjustment in an individual case. Any such accommodation is discretionary, does not create an obligation to provide the same or similar accommodation in the future, and does not waive any of SpaSphere's rights.

18. Payment Processing, Processor Risk, and Account Controls

Payment processing made available through the Services is provided through third-party processors such as Stripe. SpaSphere is not a bank, is not a money transmitter, and is not the payment processor.

Payout timing, availability, reserves, holds, reviews, reversals, account limitations, and related payment decisions are controlled by the applicable payment processor and not by SpaSphere.

The Tenant is solely responsible for:

  • its payment practices;
  • refund decisions;
  • chargebacks and disputes;
  • deposits, cancellation fees, no-show fees, and package-related charges;
  • compliance with processor, card network, and payment rules; and
  • all losses, reversals, fees, penalties, reserves, assessments, fines, or other payment-related liabilities arising from its business.

SpaSphere may, in its sole discretion:

  • pass through or charge the Tenant for processor-related, card-network-related, or platform-related fees, losses, fines, penalties, dispute fees, reversals, reserves, assessments, and similar amounts incurred in connection with the Tenant's account;
  • bill a current or former Tenant for fees or losses arising after cancellation if they relate to the Tenant's prior use of the Services;
  • offset such amounts against credits or other amounts otherwise due to the Tenant;
  • limit, suspend, or disable payment-related features;
  • limit payout-related functionality;
  • suspend or terminate the account; and
  • impose protective conditions where we believe the account presents fraud, abuse, dispute, legal, processor, card-network, or platform risk.

SpaSphere may initially limit certain payment-related functionality, features, or access in order to protect the platform, users, End Clients, and service providers.

19. End Client Transactions

An End Client's booking, payment, package purchase, redemption, deposit, or transaction is with the applicable Tenant, not with SpaSphere.

The applicable Tenant, not SpaSphere, is responsible for:

  • honoring or denying refunds;
  • enforcing cancellation and no-show policies;
  • applying package, membership, deposit, or service rules;
  • resolving disputes with End Clients;
  • fulfilling booked services and purchased offerings; and
  • handling service-related complaints or claims.

20. AI Features and Generated Output

The Services may include AI-powered or automated features that generate content, suggestions, drafts, recommendations, analyses, or other output based on user prompts, inputs, business data, or client data.

As between SpaSphere and the Tenant, the Tenant retains rights in the content it submits and the generated output it receives, to the extent permitted by applicable law.

However:

  • SpaSphere does not guarantee that AI-generated or automated output is unique, accurate, complete, reliable, lawful, non-infringing, or fit for any particular purpose;
  • outputs may contain errors, omissions, inaccuracies, bias, or content similar to outputs generated for other users;
  • the Tenant is solely responsible for reviewing, editing, approving, and deciding whether to use any AI-generated output before relying on, publishing, sending, or acting on it; and
  • SpaSphere is not responsible for the legality, compliance, effectiveness, performance, or business outcomes of AI-generated content, including messages, service descriptions, treatment ideas, marketing copy, blog content, or operational suggestions.

AI features may not be used to generate deceptive, discriminatory, abusive, unlawful, infringing, or misleading content.

AI features are provided for informational and business-assistance purposes only. They are not legal, tax, medical, clinical, or professional advice. SpaSphere is not medical software, and AI-generated content may not be treated as diagnosis, medical advice, treatment instructions, or a substitute for professional judgment.

SpaSphere may use aggregated, anonymized, de-identified, or otherwise non-personally identifiable usage data to improve the Services, develop features, analyze trends, and optimize performance, as described in the Privacy Policy.

SpaSphere may rate-limit, restrict, suspend, or terminate access to AI features in cases of abuse, excessive use, unusual activity, legal risk, or platform risk.

21. No Reverse Training; No Competitive AI Use

You may not use the Services, the platform's outputs, prompts, workflows, feature behavior, system responses, configurations, or other materials generated by or exposed through SpaSphere to train, fine-tune, benchmark, improve, validate, or operate any machine learning model, large language model, AI system, or other automated system, especially any competing product or service.

You may not use SpaSphere for model extraction, prompt extraction, system behavior replication, competitive intelligence harvesting, or similar efforts intended to reproduce or emulate SpaSphere's AI features, logic, workflows, or product behavior.

22. Aggregated and Anonymized Data

SpaSphere may use aggregated, anonymized, de-identified, or otherwise non-personally identifiable data derived from use of the Services to operate, improve, analyze, support, secure, and develop the Services and related features, provided that such data does not identify a particular individual or reveal Tenant-specific confidential information in identifiable form.

23. Intellectual Property

The Services, including all software, code, designs, workflows, text, interfaces, graphics, branding, architecture, functionality, and content provided by SpaSphere, are and remain the exclusive property of SpaSphere and its licensors.

Except for the limited rights expressly granted in these Terms, no right, title, or interest in the Services or SpaSphere intellectual property is transferred to you.

Subject to these Terms, SpaSphere grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal business use during the term of your subscription or other authorized use.

You may not use SpaSphere trademarks, logos, or branding without SpaSphere's prior written consent.

24. License to Tenant Content

You grant SpaSphere a non-exclusive, worldwide, royalty-free license to host, store, reproduce, display, process, transmit, backup, and modify as technically necessary your content and data solely as reasonably necessary to provide, maintain, secure, support, enforce, and improve the Services and to comply with law.

This license does not give SpaSphere the right to use your testimonials, logos, screenshots, branding materials, or other identifiable marketing assets in SpaSphere marketing materials without your permission.

25. Beta Features and Product Changes

SpaSphere may offer beta, pilot, early-access, limited-release, or experimental features (“Beta Features”). Beta Features are provided “as is,” may be incomplete or unsupported, may contain errors, and may be modified, restricted, or discontinued at any time without liability.

SpaSphere may add, remove, rename, repackage, reprice, limit, or discontinue any feature, integration, plan, workflow, or functionality at any time. Some new or modified features may require additional fees.

26. Copyright and Intellectual Property Complaints

If you believe content made available through the Services infringes your copyright or other intellectual property rights, you may submit a notice to SpaSphere at support@spasphere.ai with enough detail for us to investigate.

SpaSphere may investigate and remove or disable access to allegedly infringing material in its discretion and as required by law.

SpaSphere may terminate repeat infringers where appropriate.

27. Cancellation, Recovery, and Deletion

You may cancel your subscription at any time. Unless otherwise stated, cancellation takes effect at the end of the current billing cycle, and you will retain access to paid Services through that billing cycle.

After cancellation:

  • the account may remain in a recoverable inactive state for up to three (3) months;
  • during that period, the account and associated data may be recoverable;
  • you are responsible for exporting your data before permanent deletion; and
  • after the recovery period, SpaSphere may permanently delete the account and associated data.

If your account is canceled, you are not entitled to a refund for the current billing cycle unless required by law or expressly approved by SpaSphere in writing.

SpaSphere may delay deletion or retain limited records where reasonably necessary or required for:

  • payments, refunds, chargebacks, reserves, transaction history, and related accounting records;
  • tax, accounting, and audit obligations;
  • fraud prevention, abuse detection, and security logging;
  • legal compliance, claims, and dispute resolution; and
  • backup and disaster-recovery systems for a limited period.

SpaSphere may suspend, restrict, or terminate the Services or your account immediately if we believe you have violated these Terms, applicable law, third-party rules, or if your account creates fraud, abuse, legal, payment, reputational, or platform risk.

28. Data Exports

Where supported by the Services, Tenants may export their data through user-triggered export functionality. You are responsible for exporting any data you wish to retain before permanent deletion or loss of access.

SpaSphere does not guarantee that exports will be available in every format, at every time, or without interruption or delay.

29. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR QUIET ENJOYMENT.

WITHOUT LIMITING THE FOREGOING, SPASPHERE DOES NOT WARRANT THAT:

  • THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE;
  • DEFECTS WILL BE CORRECTED;
  • THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
  • CALENDAR SYNCS, NOTIFICATIONS, EMAILS, SMS, OR THIRD-PARTY COMMUNICATIONS WILL BE TIMELY, DELIVERED, OR ACCURATE;
  • BOOKING LOGIC, SLOT AVAILABILITY, TIMING, EDGE CASES, OR SCHEDULING OUTPUTS WILL ALWAYS BE EXACT OR ERROR-FREE;
  • EXPORTS, REPORTS, OR ANALYTICS WILL ALWAYS BE AVAILABLE, COMPLETE, OR CURRENT;
  • AI OUTPUTS WILL BE ACCURATE, UNIQUE, COMPLIANT, OR SUITABLE;
  • THIRD-PARTY SERVICES OR INTEGRATIONS WILL CONTINUE TO FUNCTION; OR
  • THE SERVICES WILL PRODUCE ANY PARTICULAR BUSINESS, REVENUE, SEO, CLIENT, OR CONVERSION RESULT.

30. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPASPHERE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, USE, CLIENTS, OR BUSINESS OPPORTUNITY, OR FOR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF SPASPHERE ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE APPLICABLE TENANT TO SPASPHERE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IF YOU ARE AN END CLIENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPASPHERE'S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO YOUR USE OF A SPASPHERE-POWERED FLOW SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).

SPASPHERE SHALL NOT BE LIABLE FOR ANY DISPUTE, DAMAGE, LOSS, INJURY, REFUND ISSUE, CANCELLATION ISSUE, NO-SHOW ISSUE, PACKAGE ISSUE, OR OTHER CLAIM BETWEEN A TENANT AND AN END CLIENT.

31. Indemnification

You agree to defend, indemnify, and hold harmless SpaSphere and its officers, directors, employees, affiliates, agents, contractors, licensors, and service providers from and against any claims, actions, demands, liabilities, damages, judgments, losses, fines, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

  • your business, services, products, websites, or content;
  • your relationship or disputes with End Clients;
  • your pricing, policies, refunds, cancellations, no-show rules, deposits, packages, or communications;
  • your violation of these Terms;
  • your violation of applicable law or third-party rules;
  • your misuse of payment features or processor rules;
  • your messages, campaigns, consent practices, or communication-law violations;
  • your data collection, privacy, advertising, or health-data compliance failures;
  • your use of AI-generated output;
  • your infringement or alleged infringement of any third-party rights;
  • your fraud, negligence, misconduct, or misuse of the Services; or
  • any fines, fees, assessments, penalties, or charges imposed by a governmental authority, card network, payment processor, or financial institution, including Visa, Mastercard, American Express, or similar entities, to the extent arising from your conduct, business practices, transactions, or use of the Services.

SpaSphere reserves the right to assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate fully with SpaSphere.

32. Force Majeure

SpaSphere shall not be liable for any failure, delay, interruption, or degradation in performance resulting from causes beyond its reasonable control, including infrastructure failures, internet outages, hosting failures, processor interruptions, messaging failures, calendar provider failures, cyberattacks, labor disputes, natural disasters, governmental actions, public health events, acts of war, civil unrest, or other force majeure events.

33. Informal Dispute Resolution; Venue; Class Action Waiver

Before filing any formal legal claim arising out of or relating to these Terms or the Services, you and SpaSphere agree to first attempt to resolve the dispute informally.

The party initiating the dispute must send written notice to the other party describing the nature of the dispute, the basis for the claim, and the requested relief. The parties agree to attempt in good faith to resolve the matter informally for at least thirty (30) days before commencing formal proceedings.

Except for claims relating to intellectual property, misuse of the Services, fraud, nonpayment, injunctive relief, or matters eligible for small claims court, any claim arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in Delaware, and each party consents to the personal jurisdiction and venue of those courts.

YOU AND SPASPHERE EACH WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, REPRESENTATIVE ACTION, OR CLASS-WIDE PROCEEDING. ALL CLAIMS MUST BE BROUGHT ONLY ON AN INDIVIDUAL BASIS.

This dispute section applies to both Tenants and End Clients, except that any dispute concerning the underlying services, products, treatment outcomes, business policies, or client relationship remains solely between the applicable Tenant and End Client.

34. Governing Law

These Terms and any dispute arising out of or relating to the Services or these Terms shall be governed by the laws of the State of Delaware, without regard to conflicts of law principles.

35. Electronic Communications and Consent

By using the Services, you consent to receive communications from SpaSphere electronically, including by email, in-product notice, dashboard notification, or other electronic means. You agree that electronic notices, disclosures, agreements, and records satisfy any legal requirement that such communications be in writing.

You are responsible for maintaining a current email address and regularly reviewing communications sent by SpaSphere.

36. Changes to These Terms

SpaSphere may update these Terms from time to time. If we make material changes, we will provide notice by email, in-product notice, or other reasonable means before the changes become effective.

Your continued use of the Services after updated Terms become effective constitutes your acceptance of the revised Terms.

37. Survival

Any provisions that by their nature should survive termination or expiration of these Terms shall survive, including provisions relating to payment obligations, data-retention carveouts, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, class action waiver, and governing law.

38. No Waiver

SpaSphere's failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

39. Assignment

You may not assign or transfer these Terms or any rights under them without SpaSphere's prior written consent. SpaSphere may assign or transfer these Terms in connection with a merger, acquisition, reorganization, financing, sale of assets, or by operation of law.

40. Severability

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

41. Entire Agreement

These Terms, together with the Privacy Policy and any other policies or terms expressly incorporated by reference, constitute the entire agreement between you and SpaSphere regarding the Services and supersede prior or contemporaneous agreements on that subject matter.

42. Contact Information

SpaSphere, Inc.

Support: support@spasphere.ai