Terms and Conditions

last modified: March 1, 2014

Introduction

These terms govern any offer that you receive to sell your Product to or through Sphere. These terms, the terms that govern your use of Sphere's web sites ("Sphere Websites"), the Sphere Services and any and all applications included therein. You acknowledge that this Agreement is in electronic form and has the same force and effect as an agreement in writing. In this Agreement, the term "you" or "your" means an individual or entity exercising rights under this Agreement, and the term "Sphere," "we" or "us" means Sphere and its affiliates and subsidiaries.

BY USING SPHERE'S WEB SITES, YOU SIGNIFY THAT YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS, WHICH MAY BE AMENDED AT ANY TIME BY POSTING THE AMENDED TERMS ON THE SPHERE WEBSITES. ANY AMENDED TERMS WILL BE AUTOMATICALLY EFFECTIVE IMMEDIATELY AFTER THEY ARE POSTED. Sphere reserves the right to terminate or suspend your use of the Sphere Websites and/or the Sphere Services if you do not comply with this Agreement or any other Sphere policy or procedure, or for any other reason we determine, in our sole discretion.

Sphere Buyback ("Sphere") offers services (the "Sphere Services") through which you can sell certain consumer electronic products (the "Products") after receiving an "offer" from Sphere by identifying your Product and completing check-out on the Sphere Websites. You must agree to abide by the following terms in order to use the Sphere Services and/or the Sphere Websites.

Requirements

In order to complete the sale of your Product to or through Sphere or to complete any other transaction with Sphere, you must:

  1. Provide true, up to date and accurate account information about yourself and any Product you submit to us
  2. Comply with all terms and conditions of this Agreement
  3. Comply with all applicable laws and regulations
  4. Transact on behalf of yourself and not on behalf of others
  5. Have the legal capacity to enter into agreements and to convey title and interest in any Product that you submit to us
In order to receive payments for any Products we purchase from you, you must provide us with information including a valid email address at which you are able to receive email, a valid postal address at which you are able to receive mail, and your first and last name. Sphere shall not be responsible for communication errors should your contact information be in accurate or incomplete. You are responsible for ensuring that you can receive emails from Sphere and Sphere is not responsible for any emails that were not received by you because they were blocked or filtered as spam. You understand and agree that if you fail to provide us with accurate and up to date information about yourself; we will not be responsible for any misapplied payments or payments sent to a wrong address, and any unclaimed funds may be subject to collection by governmental authorities under applicable unclaimed funds and escheat laws. You agree that we have no obligation to you if any of your unclaimed funds are turned over to governmental authorities.

Product Eligibility

Sphere determines, in its sole discretion, which Products are eligible for purchase by or through the Sphere Services and for which eligible Products Sphere will provide an offer. Sphere may terminate the eligibility of certain Products at any time and without advanced notice, but such termination will not affect any Products for which you have already accepted an offer, which is good for thirty (30) days.

Condition Defined

Sphere uses four (4) basic Product conditions to grade Products, ranging from "Mint" to "Broken." Exact Condition determined by Sphere can vary according to the individual Product. Broadly, Sphere's Product definitions are as follows:

The above definitions are broad guidelines. More specific condition definitions specific to the category and/or type of Product may be included on the Sphere Website offer screen and serve as the effective condition definition for that product. Condition definitions are subject to change at Sphere's discretion. In the case where you are unsure of the condition of the Product you are engaing Sphere Services with, you are advised to contact Sphere through appropriate chanels.

Product Valuation

All offers will be based on Sphere's own determination of the Product value in reliance on the accuracy of the information you supply us. Sphere will use its discretion to determine the Product value, weighing factors that may include the Product's model, functionality and condition and whether necessary Product accessories have been provided by you. Upon receiving an offer, you have the option of accepting or rejecting that offer. Acceptance indicates you are willing to provide your Product to Sphere at the offered price. If you do not accept Sphere's offer, the specific transaction expires. If after rejecting the offer you change your mind and want to accept the offer, you will need to open another transaction with us at which point, assuming the Product is still eligible for purchase, the new offer may be different as Product prices are subject to change.

Fitness of Sale; Phone and Internet Service

You must have all right, title, and interest in any and all Products you seek to sell to Sphere and all Products must be able to be activated for new service (unless the Product is incapable of being activated because it is in "Broken" condition). The Products and the sale and shipment of such items to Sphere must comply with all the following conditions:

  1. Must comply with all applicable laws, statutes, and ordinances
  2. May not infringe on third party intellectual property rights (including copyrights, trademarks, patents, trade secrets or other proprietary rights)
  3. Shall not be counterfeit, stolen, or fraudulent. You represent and warrant that the Products are free of any liens or encumbrances, including third-party software which may not be transferred or for which royalties are due
By using Sphere Services, you agree to indemnify Sphere from all claims or losses sustained by Sphere as a result of any breach of these representations and warranties. It is your responsibility to discontinue phone, Internet and/or any similar service on your Product prior to selling it to Sphere. Sphere is not responsible for any service charges related to your Product, whether you incur such charges before, during or after your use of the Services. It is also your responsibility to remove any security codes that would prevent use of any Product.

Data Removal

For Products involving devices that store files and/or personal data on hard drives, memory cards or the like, you must back up and store any data you wish to keep from your Product and remove any personal information before you send your Product to us. Sphere's standard practice is to remove all such data from your Product; however Sphere makes no guarantee that it will do so. By sending Sphere your Product, you agree to release us from any claim as to the Product, the data stored in such Product, or any information on any media used in conjunction with the Product and which you send to Sphere, or for such data's security, integrity, confidentiality, disclosure or use. Sphere is not responsible for any loss suffered by you due to any data that is not erased from the device and transferred to a third party, or any loss of data after you submitted your Product to us.

Sending Sphere Your Product

Sending us a Product which does not match your original description, may impact the final value of your Product and may result in a revised offer as further detailed in the following article.

Product Inspection and Offer Recalculation

Your Product must be received by Sphere within thirty (30) days after you accept the original offer provided by Sphere and complete the check-out process on the Sphere Website (the "Delivery Period") or the offer shall automatically expire. Packing and shipping recommendations provided to you by Sphere should be followed in order to avoid possible damage to or loss of the Product in transit. Sphere will inspect all Products that are received. Sphere has the option to accept or reject the Product, including without limitation, to reject any Product not conforming to the description you provided to us, any Product modified in such a way that it no longer conforms to the original factory specifications, any Product no longer complying with applicable laws or regulations (e.g., FCC rules, etc.) and/or any Product damaged or lost in transit. If Sphere rejects the Product for any of these reasons, the original offer automatically expires and is rescinded. Sphere reserves the right to revoke the original offer and provide a revised offer for the Product due to any of the following conditions:

  1. Product and/or materials are not as described
  2. Product is received by Sphere after the Delivery Period
  3. Sphere receives Product(s) that are different from those identified when your offer was calculated

Recalculated Product Offers Post Inspection.

In the event Sphere recalculates the offer it provided for the Product after it has been received and inspected, as described above, you shall have the option of accepting or rejecting the new offer. If you accept the new offer, you will be paid in normal course and in accordance with these service terms. If you reject the new offer, Sphere will return the Product to you at the address from which it was originally sent. Sphere will give you a period of five (5) days after Sphere presents you with a recalculated offer via email at the address you provided to accept or reject the new offer (the "New Offer Period"). Sphere will also remind you of the outstanding new offer one or more times during the New Offer Period. However, if the new offer is neither affirmatively accepted nor rejected by you during the New Offer Period, the new offer will be deemed to have been accepted by you and you will be paid the new offer price in the normal course and in accordance with these service terms. For the avoidance of doubt, your acceptance of the original offer and/or any new offer is final and you may not change your decision about accepting such offer at a later date.

Releasing Rights to Product

Once you send Sphere your Product, Sphere cannot and does not guarantee that it will be able to honor any request for return of the Product and/or any data or information contained in such Product, unless a new offer is rejected within the New Offer Period.

Risk Of Loss

You remain responsible for the risk of loss for the Products until delivery of the same to Sphere. You are responsible for any damages that may occur to your Product while in transit. Sphere is responsible for risk of loss when it opens the packaging containing your Product and ceases in the event Sphere returns your product to you for any reason. For the avoidance of doubt, in such event, risk of loss will be transferred to you once Sphere delivers the package to the carrier for return to you and you will bear the risk of loss while the Product is in transit.

Passing of Title

Title to the applicable Product passes to Sphere upon Sphere's acceptance of the Product for the original offer or the new offer, as applicable. If there is a Return Circumstance, title shall not pass and shall remain with you.

Non-Transferable

Any offer by Sphere for your Product is non- transferable and not redeemable for any other consideration other than what is offered by Sphere.

Promotions

From time to time, and at Sphere's sole discretion, Sphere may offer promotional programs as an incentive to customers. Promotions applicable to payments are applied as an increment to the final value of a customer's Product, but they are not considered a change in that final value. Promotional programs have explicitly defined terms, including but not limited to, expiration, usage per person and per transaction, and other limitations and restrictions. All promotion codes may only be applied once per person. Unless otherwise stated, promotions must be applied by you before checkout. For the avoidance of doubt, once checkout is completed, promotions cannot be applied to the same transaction. Sphere reserves the right, in its sole discretion, to cancel or refuse promotions.

Accuracy of all Information

Sphere makes every effort to ensure the accuracy of all information you receive in relation to your Product. From time to time, however, there may be typographical errors, technical inaccuracies, pricing or other errors or omissions. As such, Sphere reserves the right, at any time prior to payment, to Correct an error and/or Change the offer. In the event the Product has already been sent to Sphere, the changed offer will become a New Offer. Otherwise, the changed offer will be a re-issued original offer, which you may accept or reject, or Void a transaction. If the Product was already sent to Sphere, Sphere will be deemed to have rejected the Product resulting in a Return Circumstance.

Privacy

We view protection of users' privacy as a very important community principle. When you use the Sphere Web Sites and the Sphere Services, we collect information about you. You agree that we may collect and use your information in accordance with the Sphere Privacy Policy, as the same may be updated from time to time. If you object to your information being transferred or used in this way please do not use our Web Sites or Services.

Electronic Notices and Transactions

You agree to transact with us electronically, including without limitation, agreeing to terms and conditions or offering to sell your Product by electronic means. You authorize Sphere to provide you with terms and important notices about Sphere and your transactions to an email address you provide to us or by posting notices on an applicable page on www.spherethat.ca. It is your duty to keep your email address accurate and up to date and to maintain a valid email address and to ensure that emails we send you are not filtered or stopped by spam filters or other types of email blocking functionalities. If you no longer desire to transact electronically with us, you may no longer use the Sphere Websites.

Access

You are responsible for obtaining at your own expense all equipment and services needed to access and use the Sphere Websites and the Sphere Services, including all devices, Internet browsers and Internet access. If you access the Sphere Website and the Sphere Services through a mobile or wireless device, you are responsible for all fees that your carrier may charge you for data, text messaging and other wireless access or communications services.

Use of Services

By using Sphere Websites, you agree not to access any of the Services by any means (including, without limitation, by use of scripts, web crawlers or similar methods) other than through the user interface provided by Sphere and engage in any other activity that interferes with or disrupts the Services or performance of the Sphere Websites.

Limited Liability

IN NO EVENT SHALL SPHERE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS OR CONTRACTORS BE LIABLE FOR ANY COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, OR ANY CLAIMS OF YOU OR OTHER THIRD PARTIES WHATSOEVER WITH RESPECT TO YOUR TRANSACTIONS WITH SPHERE UNDER THIS AGREEMENT.

Indemnity

You agree to indemnify, defend, and hold harmless Sphere, its parent, subsidiaries, affiliates, officers, directors, employees, agents, representatives, vendors and distributors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from your (or anyone using your account's) violation or breach of any terms under this Agreement. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with our defense of such claim.

Modification

Sphere reserves the right to modify this Agreement at any time. If you do not agree to the changes, you may discontinue using the Sphere Websites and/or the Sphere Services. Your continued use of any Sphere Website and/or Sphere Services after any such changes take effect constitutes your acceptance to such changes. Each time you submit a Product for sale to Sphere, you reaffirm your acceptance of this Agreement as in effect at the time of such use. You are responsible for reviewing this Agreement each time you use the Sphere Websites and/or the Sphere Websites. The last date this Agreement was revised is set forth below. Terms and conditions modifying the Agreement are effective immediately upon posting.