Terms of USE

Last Updated September, 2025

Introduction

These Terms of Use govern your use of the spherexlabs.com and wearespherex.com website (the “Website”), operated by Spherex, LLC (“Spherex” “us” “we” and “our”). By accessing the Website, submitting a contact form or other information through the Website, or otherwise communicating with Spherex concerning the Website, you (“you”) agree that these Terms of Use form a binding agreement between you and Spherex.

1. Modifications

Spherex may revise and update these Terms of Use at any time. Your continued use of the Website after any changes to these Terms of Use will mean you accept those changes. Any aspect of the Website may be changed, supplemented, deleted or updated without notice at the sole discretion of Spherex.

2. User Eligibility

The Website is available only to entities and persons over the age of 21.  If you do not qualify, you are not permitted to use the Website.

3. Information, News, and Press Releases

The Website contains information, blogs, and/or press releases about Spherex, its services, partners, affiliates, and other news or events. While this information was believed to be accurate as of the date it was prepared, Spherex disclaims any representation or warranty as to the reliability, accuracy, completeness or timeliness of and any duty or obligation to update this information, news, or any press releases.

4. Communications with Spherex

We may contact you by email, telephone, text message or otherwise, in order to send you Website,product-related, and other communications or notices. If you do not want to receive these communications from us, you may opt-out by following the opt-out and/or unsubscribe instructions in the message (if included), or by requesting to be opted-out of further communication by emailing: info@spherexlabs.com. Please note that opting out may prevent you from receiving communicationsregarding opportunities, updates, or other offers provided by Spherex.

5. No Transactions

The Website does not offer or sell cannabis, cannabis delivery, or any other products, or maintain any inventory of cannabis. The Website may provide information concerning and/or links to retailers and providers of cannabis or other products, but the Website is for information only. Any purchase of any products to any linked sites from the Website are subject to the terms and conditions of such site and are not sales or products of the Website.

6. No Warranties

THE WEBSITE AND ANY INFORMATION OR CONTENT ACCESSED THEREBY, IS PROVIDED TO YOU ON AN “AS IS” “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SPHEREX MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, SUITABILITY OR RELIABILITY OF THE WEBSITE OR NY INFORMATION THEREIN. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THE WEBSITE AND ANY INFORMATION AVAILABLE THEREIN IS AT YOUR SOLE RISK. SPHEREX MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE WEBSITE IS FREE OF VIRUSES.

7. Limitation of Liability

SPHEREX SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE WEBSITE, EVEN IF SPHEREX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO RELIANCE BY ANY PARTY ON ANY CONTENT OBTAINED THROUGH THE USE OF THE WEBSITE OR THAT ARISES IN CONNECTION WITH MISTAKES OR OMISSIONS, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE WEBSITE, OR RELATED INFORMATION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDINGANYTHING TO THE CONTRARY HEREIN, SPHEREX’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS WILL AT ALL TIMES BE LIMITED TO $500​OR OTHERWISE THE MINIMUM AMOUNT PERMITTED BY APPLICABLE LAW.

8. Indemnification

You agree to indemnify, defend, and hold Spherex, and its directors, officers, employees, consultants, agents, and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees), and other expenses that arise directly or indirectly out of or from (a) your breach of these Terms of Use; or (b) your activities in connection with the Website.

9. Trademarks

The Spherex and any similar name and logo, and all other trademarks, service marks, and trade names appearing on this Website (collectively, “Marks”) are owned by Spherex or other third parties.Unauthorized use of any Marks may be a violation of federal and state trademark laws.

10. License and Ownership

Any and all intellectual property rights (“Intellectual Property”) associated with the Website and its contents (the “Content”) including, without limitation, text, video, graphics, logos, button icons, images, digital downloads, data compilations, and software, the compilation of all Content on this Website, and all software used on this Website are the property of Spherex or its Content suppliers and protected by United States and international copyright laws. Nothing in this Agreement or on the Website grants you any right or license to make any use of any materials or Marks on this Website, and Spherex reserves all such rights other than as specifically described herein. Notwithstanding any copyright notices to the contrary, no copyright is claimed in the text, images, logos, or names of certain public domain or authorized third party information available through the Website.

11. Security

You understand and acknowledge that no data transmission over the Internet can be guaranteed to be 100% secure, and we cannot guarantee that any information you submit to us will be free from unauthorized third party access or use. You understand and agree that all information you submit toSpherex is done so at your own risk.

12. Restrictions on Use of the Website

In addition to other restrictions set forth in these Terms of Use, you agree that:

(a)​You shall not disguise the origin of information transmitted through the Website.

(b)​You will not use or access any service, information, application or software available via the Website in a manner not expressly permitted by Spherex, including, for the avoidance of doubt, through any scraping or other automated means.

(c)​You will not input or upload to the Website any information which contains malicious software or code that is intended to damage, interfere with, comprise the security of, or exploit any system, the Website or Content, or that infringes the Intellectual Property rights of another.

(d)​You may not use or access the Website in any way that, in Spherex’s judgment, adversely affects the performance or function of the Website or interferes with the ability of authorized parties to access the Website.

(e)​You may not frame or utilize framing techniques to enclose any portion or aspect of the Content or the Website without the express written consent of Spherex.

13. Links

The Website may contain links to third-party websites and resources (collectively, “Linked Sites”). These Linked Sites are provided solely as a convenience to you and not as an endorsement by Spherex of the content on such Linked Sites. Spherex makes no representations or warranties regarding the correctness, accuracy, performance or quality of any content, software, service or application found at any Linked Site. Spherex is not responsible for the availability of the Linked Sites or the content or activities of such sites. If you decide to access Linked Sites, you do so at your own risk. In addition, your use of Linked Sites is subject to any applicable policies and terms and conditions of use, including but not limited to the Linked Site’s privacy policy.

14. Termination

You agree that Spherex, in its sole discretion, may terminate or suspend your use of the Website, at any time and for any reason or no reason in its sole discretion, even if access and use continues to be provided to others. Upon such suspension or termination, you must immediately (a) discontinue use of the Website, and (b) destroy any copies you have made of any portion of the Content.

15. Compliance with Law

You agree to use the Website in strict compliance with all applicable laws, rulings and regulations and in a fashion that does not, in the sole judgment of Spherex, negatively reflect on the goodwill or reputation of Spherex and shall take no actions which would cause Spherex to be in violation of any laws, rulings or regulations applicable to Spherex.

16. Arbitration

Any dispute between you and Spherex, its agents, employees, officers, directors, principals, successors, assigns, subsidiaries or affiliates arising from or relating to these Terms of Use and their interpretation or the breach, termination or validity thereof, the relationships which result from these Terms of Use, including disputes about the validity, scope or enforceability of this arbitration provision (collectively, “Covered Disputes”) will be settled by binding arbitration, located in Denver, Colorado, in accordance with the rules of the American Arbitration Association by a single arbitrator appointed in accordance with said rules. Prior to initiating any arbitration, the initiating party will give the other party at least 60-days’advanced written notice of its intent to file for arbitration. Spherex will provide such notice by e-mail to your e-mail address on file with Spherex and you must provide such notice by e-mail to info@spherexlabs.com.

During such 60-day notice period, the parties will endeavor to settle amicably by mutual discussions any Covered Disputes. Failing such amicable settlement and expiration of the notice period, either party may initiate arbitration. The arbitrator will have the power to grant whatever relief would be available in court under law or in equity and any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. The arbitrator will apply applicable law and the provisions of these Terms of Use and the failure to do so will be deemed an excess of arbitral authority and grounds for judicial review. Spherex and you agree that any Covered Dispute hereunder will be submitted to arbitration on an individual basis only. Neither Spherex nor you are entitled to arbitrate any Covered Dispute as a class, representative or private attorney action and the arbitrator(s) will have no authority to proceed on a class, representative or private attorney general basis.If any provision of the agreement to arbitrate in this section is found illegal or unenforceable, the remaining arbitration terms shall continue to be fully valid, binding, and enforceable (but in no case will there be a class, representative or private attorney general arbitration).

17. Governing Law

You hereby agree that these Terms of Use are governed by the laws of the State of Colorado, excluding any conflicts of laws principles.

18. Assignment; Severability

You may not assign these Terms of Use or any of your interests, rights or obligations under these Terms of Use. Spherex may freely assign these Terms of Use in its sole discretion. If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

19. Complete Agreement

Except as expressly provided in a separate license, service or other written agreement between you and Spherex, these Terms of Use constitute the entire agreement between you and Spherex with respect to the use of the Website, and any information and Content contained therein, supersede all discussions, communications, conversations and agreements concerning the subject matter hereof.

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