TERMS OF USE –EARLY ACCESS
LICENSE TO SPATIAL SOFTWARE

Welcome to Spatial Systems, Inc. [Spatial], our platform for collaboration and computing across organizations, which utilizes 3D Design and AR/VR technology to create an extraordinary, productive work and/or collaboration experience. We try to make it easy for you to experience the future at no cost, by entering into these Terms of Use, which constitute an Early Access License Agreement [Agreement] between Spatial and you [You]. Please read this Agreement carefully; Your opportunity to use the Spatial software and platform [collectively, Software] for free has certain restrictions.

By clicking “I AGREE” below, You expressly acknowledge that You are a party to this Agreement and agree to be bound by it. This Agreement applies to this not-for-sale early access license to the Software, which includes any related materials [Materials]. If You are employed by, an agent for or otherwise represent or have been authorized by a company or other legal entity or organization, such as an academic organization or government agency [collectively, Organization] to access or use the Software, or if You are using it on any device or computer supplied to You or paid for by such Organization, or if You have received this Software on its behalf (i.e., other than using it personally on Your own behalf on Your own device or computer), then the term “You” also includes such Organization and You hereby represent and warrant to Spatial that You are authorized to act on such Organization’s behalf in accepting the terms of this Agreement. “Software” also includes any documentation, user guides, upgrades, updates, supplements, Internet-based services and support services provided by, for or on behalf of Spatial in connection with its use. Any Spatial terms and conditions that appear in or on, or accompany, any Spatial Software, Materials, items or services also apply and bind You in connection with Your use of and access to the Software.

By using this Software, You accept these Terms of Use. If You do not accept them, or if You are not authorized to act on behalf of the Organization on whose behalf the Software is being purchased or used, do not download or use the Software.

  1. PURPOSE OF EARLY ACCESS LICENSE

    You understand that the version of the Software that You are given access to is experimental and in constant development and improvement, and may not be a final release. We license the Software to You for several related purposes [Purpose(s)]:

    (A) To evaluate the Software in accordance with this Agreement in exchange for, and for the limited express purpose of, Your providing Spatial with comments, suggestions, concepts, ideas, recommendations for improvements and other feedback concerning the Software and Materials [collectively, Feedback] on its use, operation, functionality, appearance and other features and characteristics. This Feedback may in turn be considered by Spatial in implementing changes and improvements to the Software in the course of further development of the Software. Please see the Feedback section below (Section 7) for a more complete statement of each party’s rights and obligations regarding Feedback. (B) To try out the Software for Your own curiosity and enjoyment, or to sample the Software for any collaboration or communications projects as a valuable distributed work, creativity and communications tool. In this regard, You may wish to consider the Software for broader use within Your Organization and/or among Your peers and colleagues.

  2. SCOPE OF LICENSE

    Subject to the terms of this Agreement, You (and no other person who has not entered into this Agreement with Spatial) are hereby granted a limited, nonexclusive, non-transferable and royalty-free right and license to use the Software and any Materials solely during the Term (as defined below) and solely for the Purpose. You may use it for Your work and production during the Term, but You do so at Your own risk, because this may be pre-release Software or Software still undergoing development, and may contain faults and bugs, as indicated below. The Software is not being sold to You. The License granted herein applies only to Your personal, non-commercial use and Your right to download the Software onto no more than three (3) computers or devices that You use, provided that the Software is not used concurrently on more than one of Your devices. You have no right to sublicense it to others, nor to assign any rights granted by this Agreement. All right, title and interest in and to the Software and Spatial Materials shall at all times belong exclusively to Spatial. No right or license is granted to You or to any third party by implication, estoppel or otherwise, other than the express rights set forth in this Agreement. Spatial may discontinue development of the Software at any time and reserves the right to not develop, release or distribute a final release version of the Software.

    Your limited license to the Software gives You the right to use and sample the Software during the Term. There is no limit on how many times You can use the Software, or on uploading Customer Content (as defined in Section 4) for use in Rooms. You will need to set up Your free account on Spatial’s website, www.spatial.io. As part of the onboarding process for the Early Access License, we will provide You with an Online Form to fill out, and based on Your responses or other interactive communication between Spatial and You, which might be by video chat or telephone calls.

  3. TERM OF LICENSE

    The term of the Early Access License granted to You runs from Your download of the Software onto any computer or device and ends sixty (60) days thereafter [Term], unless You purchase a full license to the Software or the Term of the License otherwise has been extended by Spatial in writing. Upon expiration of the Term, You agree to install and use only the free public version of the Software (if made available to the public by Spatial), or at Spatial’s email request, to delete, uninstall or otherwise remove the Software from any computer, mobile phone or other storage device where it has been downloaded, stored, installed or used.

  4. RESTRICTIONS ON USE AND DISCLOSURE; CONFIDENTIALITY; NON-DISPARAGEMENT

    When You access or use any Spatial Software or Materials, You agree that You will not copy, reverse engineer, decompile or disassemble the Software or any portion thereof, nor attempt any activities not expressly permitted by this Agreement. Further, You understand and agree that the Software is the confidential information and property of Spatial. Accordingly, You agree not to disclose the Software nor any information about the Software, in whole or in part, to any third party without the prior express written consent of Spatial in each instance. In particular, You will not disclose to any third party or disseminate to the public (except privately to Spatial), publish on the internet or elsewhere, comment or blog in any medium about the Software, including without limitation Your experience in using this version of the Software, any bugs or problems in or with the Software, any tests run on the Software or results of such tests, or any Feedback concerning the Software without documented permission from Spatial. In addition, You agree not to disclose to any third party any information You acquire in the course of using or testing the Software, about the Software or Spatial. Finally, You agree that You will not disparage the Software or Spatial or any Spatial personnel in any way during the Term of this license or for two (2) years thereafter.

  5. OWNERSHIP

    The Software and any Materials provided by Spatial or obtained or accessed by You from Spatial or its agents shall remain the sole property of Spatial and its successors assigns, and under no circumstances may be used in any way other than pursuant to this Agreement or other agreement between You and Spatial, nor may any Software or Materials be retained, sold, or reproduced by any means by You except as specified in this Agreement or the Spatial documentation, and You shall have no intellectual property rights, including but not limited to trade secrets, trademarks, patent rights, copyrights and moral rights in any of the Software and Materials [Intellectual Property Rights], and upgrades, updates and derivative works thereto. Any rights that You acquire in such Software and Materials, other than the license rights granted by this Agreement, are hereby assigned to Spatial, including all intellectual property rights that You may have or acquire anywhere in the world (including moral rights, to the maximum extent permitted by applicable law), and any other rights You may have pertaining to the Software and Materials provided by or made accessible by Spatial. You will not attempt to register any Intellectual Property Rights anywhere in the world.

    Notwithstanding the foregoing, You (or the Organization You represent or that employs You or whose computer or device You are using the Software on) retain all rights in all content and personal data not provided by or made accessible by Spatial that You use in Rooms with the Software [Customer Content]. In other words, what Spatial brings to the relationship remains Spatial’s property at all times, and what You introduce to a Room (as between You and Spatial) remains Your property at all times. Your Feedback becomes Spatial’s property as indicated above, as does any derivative work of the Software.

  6. CONFIDENTIAL INFORMATION

    For purposes of this Agreement, Confidential Information includes innovations, any information, knowledge or data of either party which the other party and its employees may access or receive relating to Software, Materials, Content, code, computer programs, accounting methods, marketing techniques, customer names, negotiated customer fee information, financial information, marketing plans, product plans, product or services roadmaps, business strategies, forecasts, personnel information, customer lists, trade secrets and any other nonpublic technical or business information, whether in writing or given to the recipient orally, which the recipient knows or has reason to know that discloser would like to treat as confidential for any purpose, such as maintaining a competitive advantage or avoiding undesirable publicity. The Software and any nonpublic documentation shall remain the Confidential Information of Spatial at all times. Any nonpublic Customer Content remains Your Confidential Information or that of Your Organization. Neither party as the recipient shall disclose any Confidential Information of the disclosing party without the prior written consent of the disclosing party, and neither party shall use any Confidential Information of the disclosing party except with respect to You as recipient, to properly use the license granted under this Agreement, or with respect to Spatial as recipient, to provide any necessary services or assist Your use of the license You have obtained under this Agreement.

  7. YOUR FEEDBACK

    You understand and agree that in consideration for Your access and opportunity to evaluate and/or use the Software, You will provide Spatial with Your comments, suggestions, concepts, ideas, recommendations for improvements and other feedback concerning the Software and Materials [collectively, Feedback] including without limitation the use, operation, functionality, appearance and other features and characteristics of the Software and Materials. Any and all Feedback concerning the Software, whether or not patentable or protectable in another form, becomes the exclusive property of Spatial immediately upon Your communication of such Feedback to Spatial. Spatial may use the Feedback at any time, in any manner, and in any form or medium now existing or hereafter created, and only Spatial shall have the right to the registration and/or ownership of any intellectual property rights anywhere in the world in the Feedback or results or derivative works thereof. Accordingly, You agree to provide such Feedback concerning the Software and Materials only to Spatial for its exclusive use in any manner it deems fit, including without limitation the commercial exploitation thereof and/or the sale or other transfer thereof to one or more third parties, free of any Spatial obligation to You or others. You hereby expressly agree not to provide to Spatial any Feedback in which any third party has or may have any right, claim or interest or in which You either assert, or have any expectation of retaining, any interest whatsoever or of receiving any remuneration, reward or consideration of any sort, beyond the consideration expressly set forth in this Agreement.

  8. NO WARRANTIES

    THE SOFTWARE AND MATERIALS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”. SPATIAL MAKES NO WARRANTIES OF ANY KIND IN CONNECTION WITH THE SOFTWARE AND MATERIALS, AND HEREBY DISCLAIMS ALL WARRANTIES OF EVERY KIND, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT. NO WARRANTY IS GIVEN WITH RESPECT TO SECURITY OR PRIVACY. YOU ACKNOWLEDGE THAT THIS SOFTWARE IS STILL UNDER DEVELOPMENT, THAT YOU ARE MERELY EVALUATING IT OR DEMONSTRATING IT, AND THAT IT MAY BE PRONE TO BUGS AND/OR STABILITY ISSUES.

  9. LIMITATION OF LIABILITY AND EXCLUSION OF REMEDIES

    SPATIAL SHALL NOT BE LIABLE FOR ANY LOSS OR INTERRUPTION OF BUSINESS, LOSS OF USE OR LOST REVENUES, PROFITS OR DATA, OR HARM TO ANY COMPUTER OR SYSTEM EVEN IF SPATIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. SPATIAL HAS USED COMMERCIALLY AVAILABLE ANTI-VIRUS TECHNOLOGY AND HAS NOT KNOWINGLY INCLUDED ANY VIRUS, WORM, TROJAN HORSE OR OTHER MALWARE IN THE SOFTWARE, BUT MAKES NO WARRANTY OF ANY SORT THAT IT IS FREE FROM SAME.

    IN NO EVENT SHALL SPATIAL OR ITS LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER. IN NO EVENT SHALL SPATIAL’S LIABILITY FROM ANY CAUSE OR MATTER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS BREACH EXCEED IN THE AGGREGATE THE SUM OF US $100 (ONE HUNDRED U.S. DOLLARS), REGARDLESS OF THE FORM OF ACTION AND HOWEVER ARISING.

  10. TERMINATION

    Either party can terminate this Agreement at any time, for any reason or no reason, by giving written notice to the other party, and for this purpose, email will suffice. Our address for notice is support@spatial.io.

  11. EXPORT RESTRICTIONS

    The Software is subject to United States export laws and regulations, as well as to international export laws and regulations wherever the Software is used. These laws include restrictions on permitted destinations, end users and end use, and on countries subject to sanctions and embargoes. In particular, the Software cannot be used or exported (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval.

  12. APPLICABLE LAW

    This Agreement shall be governed exclusively by the laws of the State of New York, USA, excluding the application of its conflicts of laws principles. You consent to the exclusive jurisdiction of the federal and state court of competent jurisdiction located in New York, New York, USA, and You hereby waive any objection to such jurisdiction and venue.

  13. ENTIRE AGREEMENT

    You agree that this Agreement sets forth the entire Agreement and understanding between You and Spatial concerning the Software and Materials and Your license to use them, and this Agreement supersedes all prior and contemporaneous communications, written or oral, concerning the Software and Materials and is intended to be a complete and exclusive statement of the terms of Your Agreement with Spatial. You acknowledge that You have not relied upon any representation whatsoever of Spatial which is not contained in this Agreement. Any waiver by Spatial of any breach or default by You of any of the terms or conditions of this Agreement will not be considered as a continuing waiver or a waiver of any prior or different breach. Spatial shall have the ongoing, unfettered right to assign this Agreement to any current or future affiliated company, whether by merger, acquisition, reorganization, sale of substantially all assets or equity, or by operation of law, without Your consent and without notice. Any assignment or attempted assignment by You of this Agreement in whole or in part, or of any of the rights granted herein, without the prior written consent of Spatial, shall be void. No alteration, amendment, variation, supplementation, modification or waiver of any of the terms of this Agreement shall be binding or effective for any purpose, unless made pursuant to an instrument in writing signed by an authorized representative of Spatial. In the event that You are entering into this Agreement on behalf of an Organization, You hereby represent that You are fully authorized to do so and bind such Organization to this Agreement.