Version Effective: June 16, 2023
Welcome to Spatial Systems Inc. [Spatial or we/our], and to our platform for immersive 3D experiences where creators can build interactive environments, experiences and games and host events [collectively, Experience(s)] and users can enjoy them [Platform]. We try to make it easy for You to experience the future, by entering into these Terms of Service, which constitute a License Agreement [Agreement] between Spatial and you [You/Your], governing Your access to and use of the Service. Please read this Agreement carefully; Your opportunity to use the Spatial software and Platform [collectively, Software] has certain restrictions. The Software is made available to You as a hosted service pursuant to this Agreement [Service]. This website located at www.spatial.io [Site] and the Service that is offered are for general use, and are not specifically aimed at children for their use (see more on age requirements below).
By clicking "I AGREE" below, and based on whether You are licensing the limited-use Free version of the Service or the more full-use Plus version, or the Enterprise version and Your making any required payment of the license fees, You expressly acknowledge that You are a party to this Agreement and agree to be bound by it. This Agreement applies to Your license to the Software, which includes any related materials provided by Spatial, including third-party components and materials [Materials]. (i) If You are employed by, an agent or independent contractor (under written agreement) for or otherwise represent or have been authorized by a company or other legal entity or organization, including an academic organization or government agency [collectively, Organization] to access or use the Service and Software, (ii) if You are using it on any device or computer supplied to You or paid for by such Organization, (iii) if Your use of the Service has been paid for by Your Organization or You have been reimbursed by Your Organization, (iv) if You signed up for the Service using Your Organization's email domain or address, (v) if You have used the Service on its behalf (i.e., other than using it personally on Your own behalf from an email address that is not the Organization's on Your own device or computer and fully paid for by You as an individual), or (vi) if You invite other users in the Organization to use the Service or enter a virtual Space with You, then in all of these cases the term "You" also includes such Organization and You are acting on its behalf. 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, and You have made sure that You have the necessary authority to enter into this Agreement on its behalf. If You only intend to pay for and use the Service for Your own as an individual, then You are Spatial's customer [Customer], otherwise, the Organization is the primary Customer and You would be a user, and are bound to respect obligations and restrictions applicable to Users. Individuals authorized by a Customer to use the Service in accordance with this Agreement are authorized users [User(s)].
The term Service also includes any documentation, user guides, toolkits (such as the Creator Toolkit), upgrades, updates, supplements, third-party materials and components, Internet-based services and support services provided by, for or on behalf of Spatial in connection with use of the Software. 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 Service.
By agreeing to use the Service below, and using it, You accept these Terms of Service. If You do not accept them, or if You are acting on behalf of an Organization but You are not authorized to bind the Organization on whose behalf You are subscribing to the Service, do not download or use the Software or Service. Spatial is not a Site or Service intended for use by children (as defined by applicable law). If You use the Service entirely as a guest, without establishing an account, we collect NO personally identifiable information/personal data [PII] from You, but You would have limited functionality (e.g., no use of camera, microphone, chat function, and only use of pre-set "cartoon" avatars).
To enter into this Agreement on behalf of an Organization, You must be 18 or older. Otherwise You are not permitted to enter into this Agreement and should not use the Service. Regarding the appropriate age to become a User of the Service, we will use commercially reasonable efforts to determine where You are resident to facilitate compliance with applicable law.
Subject to the terms of this Agreement, You (the Customer, or if the Customer is an Organization, You the User) are hereby granted a limited, nonexclusive, non-transferable and royalty-free right and license to access the website at spatial.io [Site] and use the Service including any Spatial-provided Materials solely during the Term (as defined below) for Your work, creativity, socializing, collaboration and production during the Term. The Software is licensed to You for Your use during the Term, but not sold to You. However, You have the right to download and use the Service on Your preferred computers and devices, provided that all use of the Service is by You, that is, Your own use and not use by any other person. You have no right to sublicense it to others, nor to assign any rights granted to You by this Agreement or to give Your login credentials to any other person. However, You may encourage Your colleagues and friends to sample Spatial's Service; enthusiastic Users of Spatial often help to expand use within an Organization and/or among peers and colleagues. You have the right to visit the Site as a guest and use some Service functionality by choosing from a pre-selected group of avatars, provide Your name or a User ID, and when Your session is over, what You worked on using the Service will not be stored or retained by Spatial. Accessing the Service as a guest limits the features You may use: You cannot customize Your avatar (how You appear to others), You cannot create or save Spaces (described below), You cannot use the Chat function and You will remain muted when in Spaces while using the Service. If You want to upload a photo and customize Your avatar, You can register Your name and email address and certify Your age to Spatial.
Your license to the Service gives You the right to access the Site and use and sample the Service during the Term, subject to the limits that apply to the particular license You obtain, as may be indicated in Your Order Form or in a notification from Spatial, as Spatial is constantly enhancing functionality. This Agreement covers the Free and the paid Plus versions of the Spatial Service, as well as the version sometimes favored by larger Organizations called Enterprise, and may cover new options released in the future. Spatial reserves the right to apply technical, quantitative and other limitations on use of the features it now makes available and will make available in the Service, which may vary by the version of license to the Service that You obtain. Spatial will use commercially reasonable efforts to provide You with online notice, or notice to Your account, when it makes available new options and features or imposes such limitations. Such limitations and/or User options on features in the Service may include for example: (i) the number of people who can use a "Space" (defined below; formerly called Room) simultaneously [Concurrent Users], (ii) the number of Spaces that people can save for future use/reference; (iii) the volume of Customer Content (as defined in Section 8) uploaded; (iv) integration of the Service with other software, and (v) other enhanced features pertaining to operational, organizational and security management. A Space is the virtual locale where You can create and/or enjoy games, metaverse worlds, events, galleries and interiors, upload Customer Content as well as meet and interact with other Users [Space]. There is no limit on how many times You can use the Service during the Term. In addition, Spatial reserves the right to make certain portions of the Site or Service subject to additional restrictions, such as age restrictions (depending on the nature of the content available) or payment requirements if such additional functionality is available on certain separate areas or portion of the Site or Services. Larger organizations that may have special needs and potentially many Users may opt to enter into a separate agreement with Spatial for the Enterprise version of the Service, in which case this Agreement shall apply to the extent it does not conflict with or is not superseded by the Enterprise agreement. When You access the Site, please state Your privacy preferences when asked. Also, we need to know whether or not You wish to receive emails from Spatial, so please indicate Your preference when asked. If You later decide that You do not wish to receive further emails, please Unsubscribe at the bottom of the page, and we will remove Your email address from our email list.
Use of Spatial's Service to provide a service to Your own customers, including without limitation creating or setting up Space(s) for the benefit of Your customers, building or offering custom content or environments for Your customer, providing onboarding or any type of support for any content or Space created with the Service is strictly prohibited UNLESS clear attribution to Spatial is given as follows. Your customer must know that You have used Spatial's Service to enable You to provide Your own services, and that Your customer's use of any Space (but not the Customer Content created by You) is provided courtesy of Spatial. The Space or any content that You create and provide to such customer must clearly indicate in a very visible matter a link to the homepage of Spatial's Site, https://spatial.io, so that the Your customer/User is made aware that he/she/it may access and use Spatial's Service independently from Your services. In addition You must visibly differentiate for Your Users'/customers' benefit what You have provided, and what portion of the services that You have provided derive from Spatial's Service/platform. This is also important because Spatial does not endorse or otherwise sponsor any Customer Content, even if Spatial decides to feature, boost or highlight Your Space. Spatial reserves the right to disable Your account in the event that You do not provide adequate attribution to Spatial in connection with any such services You offer.
You will need to set up Your account on Spatial's website, https://spatial.io. Customer may only permit Users whom it has authorized to use the Service; provided that Customer must ensure that each User complies with all applicable terms and conditions of this Agreement (including the Community Guidelines, applicable privacy policies, acceptable use policies and other general terms and conditions), and Customer is fully and directly responsible to Spatial for any act or omission by each User in connection with use of the Service, whether such User is an employee, contractor or agent of Customer. Customer will, and will require all Users to, use all reasonable means to secure User names and passwords, and hardware and software used to access the Service in accordance with customary security protocols. Customer will promptly notify Spatial if Customer knows or reasonably suspects that any User name and/or password has been compromised. Each account for access to and use of the Service may only be accessed and used by the specific User for whom such account is created. Customer will further ensure that it and all Users comply fully with the Community Guidelines, and that no User misrepresents his or her identity or otherwise provides any deceptive or misleading profile information or images when creating an account and/or a virtual avatar to use with the Service. You as Customer and/or User will have access to Spaces into which certain Customer Content (as defined below) may be uploaded and shared among Users, unless You control access to the Space as explained in Section 11 below. You as Customer and/or User hereby acknowledge and agree that You are solely responsible for managing all access controls, limits and permissions within the Service with respect to Users and their ability to access Spaces or any Customer Content therein. In addition, User accounts are named accounts and are not transferable. They can be closed, but neither the accounts nor any acquired rewards, levels or experience can be sold to other Users.
The license granted to You, which is a subscription license, runs indefinitely for the Free potentially limited-use version of the Service. For the full-use Spatial Plus version of the Service Your subscription runs from Your download of the Software onto any computer or device and ends after the time period specified in Your Order Form, normally one (1) year**. The annual Spatial Plus license will renew automatically for additional periods of one (1) year upon Your payment of the renewal invoice, unless either party informs the other party at least thirty (30) days prior to the then current initial term or renewal term that it does not wish to renew the term. The initial term and any renewal term constitute the Term **[Term]**. Upon expiration of the Term if You still intend to use the Service, You agree to install and use only the Free public version of the Service (if made available 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. The duration of use of the Enterprise version and the renewal terms will be as agreed with Spatial.
When You purchase the Plus version of the Service, the subscription fees [Fees] are specified at checkout in the Order Form, and are paid in advance, and You will have the option at checkout to pay in advance for the annual initial term, or to pay monthly in advance. With the Enterprise version, the Fees are also specified in the Order Form. Payment obligations are non-cancelable and the Fees are nonrefundable unless otherwise indicated in this Agreement. You can access Spatial's Help documentation at support.spatial.io for more information about plan offerings and the corresponding payment options. If Spatial agrees in its sole discretion that Customer will be invoiced by email, full payment must be received on net 30-day terms from date of invoice. All Fees stated are exclusive of taxes and charges of any nature, such as any duties, value-added taxes, excise taxes and use or withholding taxes that may be assessed by any jurisdiction [Taxes]. Customer is responsible for paying all Taxes assessed on its purchase or renewal of a license, other than taxes based on Spatial's net income. If Your jurisdiction imposes income tax withholding on Your purchase or renewal of a license, You must gross up Your payment to Spatial so that Spatial receives payment of the amount of Fees stated in the online Order Form.
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 (as defined in Section 10) and property of Spatial. Accordingly, You agree not to disclose the Software nor any Confidential Information about the Software, the Service or Spatial, 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 any tests run on the Software or Service or results of such tests if You are using a beta or evaluation version of the Software Notwithstanding the foregoing, other Feedback from You concerning Spatial and the Service is provided to Spatial on a non-exclusive basis, and Your opinions and comments are NOT Confidential Information, as long as they do not contain Confidential Information as defined in Section 10. We appreciate Your Feedback (defined in Section 11), and therefore subject to the restrictions in this Section 7 above, You are free to post and blog about Spatial and Your Experience, on Your own website or on social media, and to review and critique our products/Service, tweet out links to galleries and other third parties as You wish. Spatial hosts the Spaces that You may create and/or use on its servers. Consequently Spatial has the right, but not the obligation, to monitor the activities that take place in its Spaces, and to remove Customer Content or User accounts in its sole discretion, primarily to ensure that there is no illegal or harmful activity taking place, to ensure that this Agreement and the Community Guidelines are not being violated, and/or to respond to information we receive from other Users or third parties. (a) In the event that You undertake activities in any Space or otherwise in Your use of the Service or You post Customer Content that violates applicable law or a third party's proprietary rights or that puts Spatial's reputation at risk, we have the right to suspend Your account and access to the Service, or take down a given Space, as we deem necessary to ensure that illegal, infringing scandalous, obscene or defamatory activities do not take place. (b) Spatial in no way endorses any activities that You undertake, or products or services that You offer (whether or not for sale) or Customer Content that You create and/or post using the Service and/or within a Space. You must never in any way, directly or indirectly, imply, insinuate, suggest or state that Spatial endorses or sponsors any activities, offers, products or services undertaken, advertised, promoted or offered by You, even if we choose to feature or highlight a Space that You have created and/or that includes Your Customer Content. In the event we deem that You have given an impression or even created ambiguity about this issue, we will ask or (if we deem it necessary) require You to include a prominent statement in Your Space and/or Customer Content and/or any advertisement/offer stating that Spatial neither sponsors nor endorses the activity, service or product that You are promoting or offering. (c) Spatial hereby disclaims all liability that might arise from any claim relating to any activity that takes place in a Space or using the Service or any Customer Content, including without limitation any promotional or sales activity by or deriving from any act of any User of the Service or visitor to any Space, unless otherwise indicated in this Agreement. You agree to indemnify and hold Spatial harmless should any liability arise from Your conduct if it violates the restrictions set forth in this Section.
The Service, Software and any Materials provided by Spatial or obtained or accessed by You from Spatial or its agents or subcontractors shall remain the sole property of Spatial and its successors and 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 or the Service 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 the Service or any of the Software and Materials [Intellectual Property Rights], or in any upgrades, updates and derivative works thereto. 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, which will not affect Your subscription license during the Term. Any rights that You acquire in such Service, Software and/or 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 Service provided or made accessible by Spatial. You will not attempt to register any Intellectual Property Rights in the Service, Software or Materials anywhere in the world.
Notwithstanding the foregoing, the Customer (whether You or the Organization You represent) retains all rights in all content not provided by or made accessible by Spatial that You create and/or use in Spaces with the Service, and may include what is called user-generated content [UGC] or third-party content that You post [collectively, Customer Content], or which is used more broadly as described in Section 11 below, and in any personally identifiable information or personal data [PII] that Users and/or Customers provide to Spatial to facilitate provisioning of the Service, which remains the property of the data subjects who provided such PII, except as otherwise indicated in Section 11 below. The PII that is provided to Spatial to establish accounts and provide the Service consists of User name, email address, and may include a photo/image to create the User avatar, and GPS or location information about the User. Given that You may choose to create an avatar that is not a photo or image of You, such avatar may not constitute PII. Similarly, a User name that You choose to use with Your Customer Content that is accessible to other Users and possibly to the public but which is not Your actual name also may not constitute PII. So whether You choose to publicly list PII is basically Your choice. All PII remains the property of the Customer/User/data subject. In other words, what Spatial brings to the relationship remains Spatial's property, and is subject to its ownership of all Intellectual Property Rights at all times, and the content that You introduce to a Space or the PII that You provide Spatial (as between You and Spatial) remains Your property at all times. Spatial does not SELL any PII as defined in US Privacy Laws. At present, US Privacy Laws include: (a) California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., as amended by the California Privacy Rights Act, and its implementing regulations [CCPA], (b) Colorado Privacy Act, Colorado Rev. Stat. §§ 6-1-1301 to 6-1-1313 ("ColoPA"); (c) Connecticut Personal Data Privacy and Online Monitoring Act, Public Act No. 22-15) ("CPOMA"); (d) Utah Consumer Privacy Act (Utah Code Ann. §§ 13-61-101 to 13-61-404) ("UCPA"); and (e) Virginia Consumer Data Protection Act, Virginia Code Ann. §§ 59.1-575 to 59.1-585 ("VCDPA") [US Privacy Laws]. You grant to Spatial nonexclusive rights in the whole of the Feedback that You provide as indicated below, and Spatial retains all rights in any derivative work of the Software, Materials or Service.
We also have certain responsibilities to You:
A. Providing the Service. We provide the Service to You, and make sure You receive adequate Support Services, which may vary depending on whether You have a free or paid version of the Service. We use diligent efforts to ensure that the Services operate materially in accordance with our online Help documentation at support.spatial.io and any other documentation we make accessible, with the requisite security standards described in the next paragraph. We will use commercially reasonable efforts to provide support services adequate to Your needs for the Free version of the Service, and for the Plus and Enterprise versions of the Service, to ensure that the Service will be available to You 24/7 excluding planned or emergency downtime. We will try to keep You informed of any necessary downtime.
B. Protecting Customer Content and Personal Data. Both in providing the Service, and in protecting Confidential Information, Your Customer Content and PII, we use physical, operational and technical safeguards that we believe are adequate to the task and consistent with industry standards, even though it is not possible to guarantee absolute security online. We always try to ensure that all such safeguards comply with applicable data protection and privacy laws as they evolve. In addition, our interaction with Your Customer Content and personal data/PII is in accordance with our Privacy Policy at spatial.io/privacy, which is intended to comply with applicable privacy and data protection legislation, including without limitation GDPR. Finally, we reserve the right to monitor the use by Users and visitors of the Site and the Service, and to remove any Customer Content or User accounts in our sole discretion. In this regard, we have enhanced our Service's safety features and reserve the right to use enhanced moderation of the Service and Spaces using human and automated resources, such as monitoring User names and thumbnail images to protect the health and safety of our Users, avoid defamation and other legal violations and to ensure that this Agreement and the Community Guidelines [LINK} are being observed. However, as a registered Online Service Provider (OSP) with the US Copyright Office, which permits Users to upload Customer Content to the Service, we have no obligation to do so. See Section 19 for our complete Copyright/DMCA Policy.
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 the Service, Software, Materials, 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, given to the recipient orally or in any other way communicated or provided to the recipient, which the recipient knows or has reason to know that disclosing party would like to treat as confidential for any purpose, such as maintaining a competitive advantage or avoiding undesirable publicity. The Service, Software and any nonpublic Materials/documentation shall remain the Confidential Information of Spatial at all times. 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, only to the extent necessary to provide and enhance the Service and other services, or assist Your use of the license You have obtained under this Agreement.
All Confidential Information of the disclosing party shall be protected from disclosure by the recipient using the standard of care recipient uses with its most valuable confidential information, and at least a commercially reasonable standard of care; and (ii) no Confidential Information of the disclosing party shall be used for any purpose other than that for which it has been disclosed, and shall not be used for the benefit of recipient or any third party except as permitted by the license to use the Service and/or by this Agreement. Confidential Information does not include information that: (a) is in the public domain through no fault of the recipient; (b) was known to recipient prior to disclosure by the disclosing party without breach of an obligation to disclosing party, as can be demonstrated by documentary evidence; (c) was disclosed to recipient by a third party not known by recipient to be under a confidentiality obligation to disclosing party; (d) was independently developed by recipient without use of Confidential Information of disclosing party. If required by law or court or governmental order, recipient can disclose Confidential Information of disclosing party, but recipient first shall give disclosing party the opportunity to oppose or limit such disclosure, and shall never disclose more than recipient is required to disclose.
With respect to Your rights in Customer Content (which term is defined in Section 8 above), You represent and warrant that You either own, or have all necessary rights to submit to Spatial/the Service and post, Customer Content, including any PII. As mentioned, Spatial is under no obligation to vet or approve Customer Content; or to host or serve such Customer Content. It is Your obligation to ensure that You have obtained all rights necessary to publicly display and perform all Customer Content that You post using the Service. If You are using third-party or branded items as part of Your Customer Content, You must observe any trademark brand guidelines that apply to branded Customer Content, and if You are using portions of any text, graphics, audiovisual content, videos, films, images, or sounds/music not owned by You, You must obtain appropriate license rights to post and display such content as part of Your Customer Content, which rights are sufficiently extensive to permit other Users of the Service to view and engage with Your Spaces.
(a) Fair Use Doctrine under Copyright Law. If instead You decide to rely on the "fair use" exception or defense under US copyright law with respect to any portions of Customer Content which You post, it is Your obligation to ensure that You understand and fully comply with that complicated and ever-changing concept, as You will remain liable for all claims by any third party with respect to Your Customer Content against You and against Spatial. You acknowledge that Spatial shall have no liability for any claim that relates to Your Customer Content, unless Spatial has acted with gross negligence or willful misconduct with respect to such Customer Content, which acts or omissions by Spatial were the sole cause of the claim.
Fair use is a legal copyright doctrine that permits use of limited portions of copyrighted materials such as text, video, music and images under certain circumstances without obtaining permission from the copyright owner or paying license fees. As it has evolved and continues to evolve through case law in the United States, it is not possible to ensure that a Creator of Customer Content (UGC) who relies on fair use instead of a license grant from a copyright owner will prevail when using third-party materials under assumed fair use. Courts take four general considerations into account when determining if the Creator has a valid fair use defense based on the portion of the copyright work s/he appropriated to create Customer Content. But the Creator should beware, as there are no numerical rules that necessarily govern, e.g., number of pages taken from a book, number of seconds taken from a published song, percentage of a work. When in doubt, "go small."
The four elements that US courts take into account have each been interpreted ad infinitum: (1) the purpose and character of the Creator's use; (2) the nature of the copyrighted work; (3) the amount and substantiality of the portion used in relation to the copyrighted work as a whole; and (4) the effect of the use upon the potential market for or value of the copyrighted work.
The four factors of the fair use doctrine/defense can be more fully described as follows:
The purpose and character of the use. This factor considers whether the use is transformative or merely derivative of the original work. Transformative uses are more likely to be considered fair use than derivative uses. Additionally, commercial uses are less likely to be considered fair use than non-commercial uses. "Transformative" means that You have changed the way a copyrighted work is used. If You copy a copyrighted painting and put it on the wall of Your Space, You have not transformed the use, and so risk losing a copyright lawsuit. If You use the painting as something covering a space ship, that might be a transformative use. Therefore changing the use away from the owners' original use is a favorable consideration for achieving fair use. If You are trying to make money from Your use of the copyrighted work, that's a commercial use and can count against Your claim of fair use.
The nature of the copyrighted work. This factor considers whether the original work is factual or creative in nature. Factual works are more likely to be considered fair use than creative works. Facts by themselves are not protected by copyright. Therefore, for example, copying text from a telephone directory (not all of it though) likely will benefit from fair use, but be careful, as any choices made by the owner about how factual works are arranged or displayed may be deemed creative and be protected by copyright. Taking a chapter of text from a novel (works of fiction are virtually by definition creative) or half of a song will likely NOT benefit from fair use.
The amount and substantiality of the portion used in relation to the copyrighted work as a whole. This factor considers how much of the original work was used and whether the portion used was essential to the original work. A small sampling of a song my survive fair use, but it had better be much less than half. Copying a few paragraphs from a 200-page book might pass muster; copying a few paragraphs from a short story might not.
The effect of the use upon the potential market for or value of the copyrighted work. This factor considers whether the use will harm the market for the original work or its potential value. Over time, this element has loomed increasingly large: will the (free) use harm the copyright owner's market? Were You to create a game using a cartoon image owned by another game publisher that charges for its games, the publisher would have a strong argument that You are giving away for free, or competing with, something that the copyright owner charges for, and You are therefore hurting the publisher's ability to monetize its creation.
To be clear, we will NOT advise You as to whether any Customer Content/UGC will qualify as fair use, which as we have shown, is complex and unpredictable. However, we will quickly take down any Customer Content if we receive a Takedown Notice per our Copyright Policy, see Section 19 below.
Following. As with most social media sites, You may also share Spaces which include Customer Content (including PII) with other Users and third parties. You may follow certain Spaces and or Users, and other Users and third parties may choose to follow You. By following certain Space(s), You opt in to receive notifications (via Internet, email or text to Your mobile phone) when that Space is publicly listed (goes live). You may also be notified when a User whom You follow or who follows You is online or takes certain other actions, such as public listing a Space, entering a Space, opting to follow You (or another User) or liking a Space.
Content License to Spatial. With respect to any Customer Content that You create and/or post/upload in a Space/on the Service, You or Your licensor retains ownership in such Content, excluding any Spatial Software or Materials, but You grant Spatial a perpetual, worldwide, non-exclusive royalty-free right and license, with the right to sublicense to any other person, whether or not a User, to host, store, transfer, translate, localize, publicly display, publicly perform, reproduce, synchronize, modify, enhance, distribute and use the Customer Content in whole or in part, including any trademarks owned or controlled by You tin relation to such Customer Content that You make available on the Service, which we can do in relation to the Service and otherwise as permitted by this Agreement. Spatial's right to use Customer Content shall include the right to market and advertise, and to display or publicly perform, the Spatial Service which may show Your Customer Content and/or Space without Your approval, but we will not directly reference Your Customer Content without Your approval. Notwithstanding the foregoing, Spatial has the right in its discretion to spotlight or highlight Your Customer Content without Your prior approval, so long as Spatial does not cast such Customer Content in a negative light. However, any spotlight on Your Customer Content or Space does NOT constitute an endorsement of such Customer Content or Space, or of specific brands, products or services You may be offering.
Your Spatial Profile. Your Spatial profile, consisting of the User name that You choose and Your avatar/profile picture [collectively, Profile] is publicly visible. If You are a User who is an account holder, You have the right to customize/modify Your avatar; if You are only an unnamed guest, You have the right to use a pre-set avatar (cartoon style). Users also have the option to add a bio and preferred links to their Profile. However, as a Creator You may affirmatively choose to keep Your Spaces (and Your Customer Content in any such Space) private by toggling to ensure that Your Space is not publicly listed. In addition, subject to the Community Guidelines, as a Creator You have the right to modify Environments, e.g., the 3D background in which Your Experience takes place.
You understand and agree that You are welcome to provide Spatial with Your comments, suggestions, concepts, ideas, recommendations for improvements and other feedback concerning the Service, Software and Materials [collectively, Feedback] including without limitation the use, operation, functionality, appearance and other features and characteristics of the Service, Software and Materials. Any and all Feedback concerning the Software and Service, whether or not patentable or protectable in another form, becomes the non-exclusive property of Spatial immediately upon Your communication of such Feedback to Spatial. Spatial shall have the right to use the Feedback at any time, in any manner, and in any form or medium now existing or hereafter created without any notice or accounting to You. Spatial also shall have the non-exclusive right to register any Intellectual Property Rights anywhere in the world in the Feedback or results or derivative works thereof. Spatial shall have the right commercially exploit any such Feedback from You, and to see or transfer its interests 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 exclusive interest or to receive any remuneration, reward or consideration of any sort, beyond the consideration expressly set forth in this Agreement.
"Spatian Guides" are Users of the Service who inspire and publicly support Spatial and the Service; often they are key Creators (as defined in the Creator Addendum below) of Customer Content and Spaces who are active in promoting immersive Experiences in the metaverse in general and using Spatial's Service in particular. Often they build their own communities using the Service. Spatian Guides generally have their own Spaces on Spatial's Service. They host events regularly in Spaces using the Service, and connect with other Spatians/Users, often guiding other Users with respect to the Service. Spatian Guides can earn a verified Badge on their profiles (once the feature launches), sometimes they will benefit from Spatial highlighting or spotlighting their Customer Content and Spaces, and they can benefit from various Spatial freebies offered from time to time. They remain subject to the Spatial Community Guidelines, https://www.spatial.io/guidelines, as will all Users. Nonetheless, when we highlight or spotlight or promote specific Customer Content or Spaces, that in no way means that Spatial has moderated or reviewed such Customer Content or Space. You as Users who have become Spatian Guides remain entirely responsible to ensure that Your Customer Content and Spaces are fully compliant with applicable law and do not infringe on the Intellectual Property Rights of any third party. You acknowledge that our spotlight on or promotion of Your Customer Content and Spaces in no way implies that we are endorsing specific items of such content, or that we have vetted the legality of Your use, and You will hold us harmless under Paragraph 16.B below in the event that any Customer Content or Space of any User, including Spatian Guides, becomes the subject of a third-party claim against Spatial.
Currency on Spatial Service. "Spatial Coin(s)" is the official global currency of Spatial/the Platform for purchasing Virtual Items such as avatars, avatar outfits, any cosmetic modifications to avatars (e.g., hair color, facial hair), virtual jewelry, props, vehicles, decorations, keys that unlock different levels or Experiences, power-ups that enhance Your in-game/Experience and/or the levels You can achieve in a game/Experience, extra Experience points etc. [collectively, Virtual Items]. It is a "paid" currency, that is, a currency to be used to pay for in-Space/in-game purchases. Once you establish an account with Spatial, You can purchase Spatial Coin(s) and use them to purchase Virtual Items. Spatial Coin(s) can be purchased by Creators and Users/players from the Spatial UI (e.g., a given quantity of Spatial Coin(s) in exchange for US Dollars or converted into USD if You tender another currency). Purchases of Spatial Coin(s) will also be possible from our payment processor and distributor of Virtual Items, from the App Store (iOS) IAP (in-app purchases), from Google Play Store IAP (Android) or from Meta, but then will also be subject to such services' fixed platform fees. Spatial will receive a 30% cut or percentage of the Creator's and/or User's/players total Spatial Coin(s) purchases as specified in the Creator Addendum or other agreement with Creators. If you tender a currency other than US Dollars (e.g., Euro or convertible national currency), we will convert such currency into US Dollars based on a valid currency conversion index at the time of purchase. Selected Creators (defined in the Creator Addendum below) are able to convert (cash out) the Spatial Coin(s) that are spent in their Spaces for real-world money (US Dollars) at a fixed/pegged exchange ratehttps://support.spatial.io/hc/en-us/articles/16520919312660 from our currency payment processor via the web, to the extent permitted by applicable law. But Creators have another virtual currency option, to add their own world currency; see below. Spatial Coin(s) do not earn interest. Only those 18 or over can purchase Spatial Coin(s) or engage in any transactions convertible to real world currency using the Service.
Creator's Own World Virtual Currency. Creators can also publish an item for sale in their own created/defined world currency (in addition to or in lieu of Spatial Coin(s)) which cannot be used outside of such Creator's immersive Space or interconnected Spaces. Such currency is generally earned by completing certain in-/Experience/Space or in-game challenges or tasks (You may have seen such currencies referred to as a "grind" currency). This in-game/Experience or "own virtual world currency" is not exchangeable for real-world currency such as Dollars, and is controlled by the Experience owner/Creator in her/his sole discretion (subject to these Terms of Service and the Community Guidelines). Creator's own currency is not convertible into Spatial Coin(s) (unless we indicate otherwise to You in a written communication).
License to Use Spatial Coin(s); No Refund. The User, when he or she purchases Spatial Coin(s), receives a limited, nonrefundable, irrevocable license to use Spatial Coin(s) only for User's personal entertainment in connection with the Service, in the ways permitted by Spatial in in this Agreement. The User's license to use Spatial Coin(s) will end when this Agreement or User's account is terminated, or in any other manner that is set forth in this Agreement or other applicable Spatial terms. All payments for Spatial Coin(s) are final and nonrefundable, except as required by law. Users may not use or distribute Spatial Coin(s) except through the Service and as expressly permitted herein, and Users/players cannot convert Spatial Coin(s) into a real world currency such as dollars. Any use or attempted use of Spatial Coin(s) in violation of this Agreement will be void (i.e., automatically canceled) and may result in immediate termination of User's account and of User's right to use Spatial Coin(s). Spatial does not recognize and has no responsibility or liability for third-party services that allow Users to sell, transfer, or otherwise use Spatial Coin(s). Any such use by a User is a violation of this Agreement.
Spatial Coin(s) Can Change. Spatial may put limits or restrictions on Spatial Coin(s) (e.g. how much a User can acquire) or change the value of Spatial Coin(s) (e.g., lowering or raising the cost to purchase them) at any time. Except for the limited licenses granted above, Spatial retains all rights in Spatial Coin(s). This includes the right to modify, revoke, or terminate a User's license to use Spatial Coin(s) without notice, payment, or any liability to User. Spatial does not make any guarantees regarding Spatial Coin(s), or their availability or value.
In-Space Purchase Ecosystem Purchases through the Service. Users can spend Spatial Coin(s) to acquire Virtual Items and other things offered by Spatial or Creators. Spending Spatial Coin(s) through the Service is solely for a User's personal entertainment and does not create a legally enforceable contract between the User and Spatial or any Creator, and the User who spends Spatial Coin(s) does not acquire any enforceable legal rights as a result.
Purchases from Creators. When a User spends Spatial Coin(s) to acquire something from a Creator, the Spatial Coin(s) will typically be collected through the Service on behalf of the Creator (unless the User engages in a direct transaction with the Creator, which we discourage). The User will have no recourse involving Spatial if it deals directly with the Creator re: Spatial Coin(s) off-Platform.
Acquiring Virtual Items from Spatial. When a User spends Spatial Coin(s) to acquire something from Spatial, the Spatial Coin(s) are transferred directly to Spatial. All such transfers made to Spatial are final and, unless otherwise permitted by Spatial through its policies or practices, irrevocable and non-reversible. At this time there is no way to get Spatial Coin(s) back once you have made a purchase.
Responsibilities relating to Payments. When purchasing Spatial Coin(s), User declares that User has the right to use User's selected payment method and that User's payment method has enough credit available to complete the applicable payment. If User believes someone has gained access to or used his or her account without permission, User must notify Spatial as soon as possible by contacting Spatial Support. Spatial has the right to close any account which has unauthorized charges.
Removing Items and Customer Content from the Service; No Refunds. Spatial has the right, in its sole discretion, to suspend the availability of, or remove from the Service, any content (including Customer Content) without advance notice. Spatial is not liable for any losses to User as a result of such suspension or removal, and Spatial is not required to refund any Spatial Coin(s) or other currency or amount that User has spent on any removed or suspended content.
Trading and Remixing on the Platform; Global Marketplace. Spatial will offer a global marketplace [Marketplace] for Users and Creators to purchase Virtual Items, and Creators can offer their own marketplace(s) within their own Space(s). Spatial does not permit any trading of Virtual Items in the global Marketplace by Users, or converting all or part of a Virtual Item back into Spatial Coin(s) by a User or transferring Virtual Items or Spatial Coin(s) between Your accounts. Spatial does not permit any remixing or changing of Virtual Items on the Marketplace. Any trading or remixing of Virtual Items within a Space will require the express consent of the Creator/owner of such Space.
THE SERVICE, SOFTWARE AND MATERIALS ARE PROVIDED "AS IS" AND "WITH ALL FAULTS". ** SPATIAL MAKES NO WARRANTIES OF ANY KIND IN CONNECTION WITH THE SERVICE, 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 UNLESS OTHERWISE INDICATED IN THIS AGREEMENT, OR FOR ANY THIRD-PARTY MATERIALS UNLESS A THIRD-PARTY WARRANTY CAN BE PASSED THROUGH TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND USERS ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM USE OF OR ACCESS TO THE SERVICES, YOUR AND USERS' DEALING WITH OTHER USERS IN A SPACE AND ON THE SERVICE, AND ANY CUSTOMER CONTENT OR MATERIALS AVAILABLE THROUGH THE SERVICES.
A. Spatial Indemnification of Customer. Spatial will defend Customer at Spatial's expense against actual third-party claims, suits, actions or proceedings [Claim(s)] that the Service or Software as used by You in accordance with this Agreement infringes or misappropriates a third party's Intellectual Property Rights, with Spatial paying its own defense costs and attorney's fees regarding the Claim, and Spatial will indemnify Customer for all final amounts awarded against Customer or settlement amounts that must be paid to such third party, provided that Spatial will have no liability if: (i) You have not used the Service properly in accordance with this Agreement; (ii) Your delay in informing Spatial about the Claim has adversely affected Your or Spatial's legal position or Spatial's defense obligation; (iii) the Claim arose in whole or in part from Your combination of the Software or Materials with non-Spatial software or materials or Customer Content, which was done by a party other than Spatial or other than strictly in accordance with Spatial's documentation and/or written instructions; (iv) the Claim arose in whole or in part from modification to the Service, Software or Materials done by a party other than Spatial or not done strictly in accordance with Spatial's documentation or written instructions; (v) the Claim arose in whole or in part because You failed to implement an upgrade, update or patch that Spatial provided to You before the Claim arose; or (vi) the Claim arose in whole or in part from non-Spatial products or software. In addition, Spatial will not indemnify You or accept any liability with respect to any Claim that arises because You have offered portions of the Service (e.g., a Space) to Your customer or a third party as part of services that You provide to such customer or third party, unless You enter into a specific service agreement with Spatial concerning Your services. In any event, Spatial's obligations under this paragraph are also conditioned on Your full cooperation with Spatial to enable it to fulfill its obligations hereunder, and on Your mitigating damages by promptly installing any upgrade, update or patch that Spatial provides to resolve the Claim. In any settlement, Your prior written consent shall be required if You are adversely affected thereby, not to be unreasonably withheld. This paragraph is Your sole remedy and Spatial's only obligation with respect to a Claim against Customer. Indemnification is further limited by Section 17 below. For Claims related to Customer Content, please see Copyright Policy below.
B. Customer Indemnification of Spatial. You (Customer) will defend Spatial and its officers, directors, personnel and affiliates [Spatial Indemnitees] against any Claims that arise from: (i) Customer's or any of its Users violation of this Agreement, or (ii) infringement or misappropriation by the Customer Content of the Intellectual Property Rights of a third party, or (iii) Customer's or its Users' use or processing of PII in violation of the rights of a data subject, and You will indemnify the Spatial Indemnitees for reasonable attorney's fees incurred and damages finally awarded against a Spatial Indemnitee pursuant to such Claim, and for any amounts owed or paid by a Spatial Indemnitee under a settlement of such Claim. However, in the event that You fail to timely take over the defense of a Claim under this paragraph, Spatial reserves the right to assume the defense of such Claim through its own counsel in which event You must pay all such attorney's fees and costs incurred by Spatial. In any settlement, Spatial's prior written consent shall be required if a Spatial Indemnitee is adversely affected thereby, not to be unreasonably withheld. This paragraph is Spatial's sole remedy and Your only obligation with respect to a Claim against a Spatial Indemnitee.
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 ANTIVIRUS AND ANTI-MALWARETECHNOLOGY INTENDED TO PREVENT ANY VIRUS, WORM, TROJAN HORSE, UNINTENDED DISABLING CODE OR OTHER MALWARE IN THE SERVICE OR 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 THE SERVICE OR 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, PROVIDED THAT THIS LIMIT SHALL NOT APPLY TO SPATIAL'S INDEMNIFICATION OBLIGATIONS IN PARAGRAPH 16.A ABOVE WHICH SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICE DURING THE 12 MONTHS PRECEDING THE CLAIM HAVING FIRST ARISEN.
Either party can terminate this Agreement for breach by the other party, by giving written notice to the other party and a 30-day period to cure the breach, if the breach is capable of cure. You can terminate Your subscription license at any time for convenience also, but such termination of the Service shall not affect Your requirement to pay for the entire subscription license Term. Notwithstanding the foregoing, if You validly terminate Spatial for its breach, You are entitled to a pro-rated refund of pre-paid fees covering any time period subsequent to the termination date. Any and all Confidential Information, Customer Content and copies thereof shall be promptly destroyed by Spatial at its own cost, upon termination or expiration of this Agreement. Notwithstanding the foregoing, Spatial shall have the right to retain copies of Confidential Information to the extent (i) required to comply with legal requirements; or (ii) stored on routine back-up media solely for the purpose of disaster recovery, provided that such information is destroyed in due course and that Spatial personnel are precluded from accessing such Confidential Information in the ordinary course of business prior to destruction.
This Policy governs all Claims or complaints regarding Customer Content of any nature, whether posted in Spaces or otherwise. Spatial is an Online Service Provider [OSP] and therefore has registered as a Designated Agent with the US Copyright Office under the Digital Millennium Copyright Act found at 17 U.S.C. §512 [DMCA]. In simple terms this means that You are responsible for ensuring Your rights to Your Customer Content, and in general Spatial does not screen, approve, edit, moderate or restrict Your Customer Content. You are responsible to ensure that You have the ownership rights (copyright) or appropriate license rights to post Customer Content or any information in a Space or on any webpages controlled by Spatial. However, we reserve the right at any time and without notice or any obligation to Users, to remove, edit, block or suspend the availability of any Customer Content that Spatial believes to violate this Agreement, the Spatial Community Guidelines found at https://www.spatial.io/guidelines, or is otherwise objectionable. We require that Customer Content posted by Users be accurate, lawful and not in violation of any rights, including Intellectual Property Rights, of third parties. You need to be very careful NOT to copy content of a third party, and not to plagiarize any content in Your obtaining or creating Customer Content. However, You and Your Users understand and agree that when using the Service and Spaces, User will see Customer Content/UGC from a variety of sources, and such Customer Content may be inaccurate, incomplete, offensive or otherwise objectionable. You and Users agree to waive any legal or equitable remedy that User may have against Spatial regarding Customer Content from a third party (or relating to Your Customer Content). If notified by a User or Customer Content owner that Customer Content posted in a Space violates this Agreement or the Community Guidelines, Spatial may investigate and determine whether to remove the Customer Content with or without notice.
To promote these objectives, Spatial provides a process for submission of complaints/takedown notifications regarding Customer Content posted by our Users. Our policy and procedures in accordance with the DMCA are set forth below. Whether or not we disable access to or remove Customer Content, Spatial may make a good faith attempt to forward the written DMCA notification, including the complainant's contact information, to the User who posted the Customer Content, and/or take other reasonable steps to notify the User that Spatial has received notice of an alleged violation of intellectual property rights or other content violation. It is also our policy, in appropriate circumstances and in our discretion, to disable and/or terminate the accounts of Users or groups as appropriate, who infringe or repeatedly infringe the rights of others or otherwise post unlawful Customer Content.
Please note that any DMCA notification or counter-notification that You submit must be truthful and must be submitted under penalty of perjury. A false notification or counter-notification may give rise to personal liability. You may therefore want to seek the advice of legal counsel before submitting a notification or counter-notification to us under DMCA and this Policy.
Claims regarding copyright infringement
Notification of Copyright Infringement: Pursuant to the DMCA, Spatial has implemented procedures for receiving written notification of claimed infringements. Spatial has also designated an agent to receive notices of claimed copyright infringement with the US Copyright Office (which You can find on the US Copyright Office website under "Designated Agent Directory"), and as indicated below. If You believe in good faith that Your copyright has been infringed, You may complete and submit a Notification of Copyright Infringement which contains all of the following information (cf. 17 U.S.C. § 512(c)(3)):
(i) A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright that is allegedly infringed; (ii) Identification of the copyrighted work or works that You claim has been infringed; (iii) Identification of the material You believe to be infringing (that You want removed or as to which access is to be disabled) and information sufficient to enable Spatial to locate the material (e.g., in a specific Space or on our website); (iv) Your email address and Your mailing address and/or telephone number so that You can be contacted; (v) A statement by You that You "have a good faith belief that the use of the allegedly infringing material in the manner complained of is not authorized by the copyright owner, its agent, or the law"; (vi) A statement by You that the information in Your notification is accurate, and You further state that "under penalty of perjury," You "are the copyright owner or authorized to act on the copyright owner's behalf."
If Your notification is not in substantial compliance with these six (6) requirements, Spatial is not deemed to have notice of Your claimed infringement. Please submit Your notice to Spatial Corporation's Copyright Agent as follows by mail or email: Spatial Systems, Inc. ATTN: DMCA Copyright Agent 155 Wooster Street, 8th Floor, New York, NY 10012, USA Email: copyright@spatial.is
Counter-Notification: If You disagree with the claims in the Notification, You have the right under §512(g)(3) of the DMCA to file with Spatial at the above address(es) a counter-notification which must contain the following information:
(a) Your physical or electronic signature; (b) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or had access disabled; (c) A statement under penalty of perjury that You have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and (d) Your name, address and telephone number, and a statement that You consent to the jurisdiction of the Federal District Court for the judicial district in which Your address is located, or if Your address is outside the United States, then the US District Court for the Southern District of New York, where we are located, and You must state that You will accept service of process from the person who provided Notification or such person's agent. If You provide a complete and accurate Counter-Notification, then the matter is one which must be resolved between the interested parties, or by the applicable court, in accordance with the DMCA.
The Service and this website may contain links to other independent third-party websites [Linked Sites], and we also permit You to link to third-party websites of Your own choosing [Chosen Sites]. The Linked Sites are provided solely as a convenience to our visitors and Users. Such Linked Sites are not under Spatial's control, and Spatial is not responsible for and does not endorse such Linked Sites, including any content, information or materials contained on such Linked Sites. You will need to use Your own informed judgment regarding Your interaction with these Linked Sites. With respect to Chosen Sites, our intention is to permit Your use of the Service as a portal into a rich and valuable online experience. However, it is strictly forbidden to link to Chosen Sites from Spatial that are pornographic or obscene, foment violence (e.g., gun violence, sexual and/or physical violence) or hate speech. Spatial has the right to terminate or suspend Your account at any time should You violate this prohibition.
The Software and Service are subject to United States export laws and regulations, as well as to international export laws and regulations wherever the Service 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 Service and Software cannot be used or exported: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country as defined by the United States Government; (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.
This Agreement shall be governed exclusively by the laws applicable in the State of New York, USA, excluding the application of its conflicts of laws principles.
(a) Disputes Overview. Any dispute arising under or with respect to this Agreement, including with respect to the enforcement of any rights, provisions, or remedies hereunder, shall be solely and exclusively resolved as follows: First through Informal Dispute Resolution as stated below, and only if such requirements are satisfied, then for US residents only, by binding arbitration as indicated below, not by litigation. USER AGREES THAT USER HEREBY WAIVES THE RIGHT TO FILE A LAWSUITE IN COURT BEFORE A JUDGE OR JURY, INCLUDING A CLASS ACTION, FOR DISPUTES THAT ARE SUBJECT TO ARBITRATION.
(b) Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, USER AND SPATIAL AGREE THAT NEITHER PARTY SHALL HAVE THE RIGHT TO FILE OR HAVE FILED A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, A CLASS ARBITRATION, OR ANY SIMILAR ACTION. This waiver does not prevent User or Spatial from resolving disputes by means of a class settlement approved by a court.
(c) Informal Dispute Resolution. For a period of at least 60 days prior to starting any arbitration (or any lawsuit, permitted despite this Agreement), User and Spatial agree to engage in informal discussions to attempt to negotiate a resolution of any dispute before any action/arbitration is filed. These informal discussions must include live conversations by telephone or Zoom or equivalent service if requested by any party. These informal discussions will start 10 days after written notice is sent from one party to the other hereunder. These informal discussions must be concluded either by a resolution agreed to in writing by the parties or by written notice from one party sent 7-10 days prior to the expiration of the 60-day informal dispute resolution period specifically stating and explaining each unresolved demand. Notice will be sent (if by Spatial) to Your latest email address or account address or email address, and if to Spatial at legal@spatial.io and to our physical address at: Spatial, 155 Wooster St., 8th Floor, New York, NY 10012, USA, which shall be valid upon receipt at such physical address.
(d) Arbitration. If the Informal Dispute Arbitration has not resolved a given claim, and a party wishes to pursue it, such dispute shall be resolved by binding arbitration in New York, NY, before a single arbitrator administered by JAMS pursuant to its Streamlined Arbitration Rules (or if You are not based in the United States, JAMS's International Arbitration Rules), subject to the application of the laws applicable in the State of New York law with respect to all dispute resolution. Judgment upon any award or decision rendered by the arbitrator shall be binding on the parties and may be entered by any court or forum having competent jurisdiction. Notwithstanding the foregoing, either party may, without waiving any remedy under this Agreement, seek and receive from any court having jurisdiction injunctive or provisional relief necessary to protect the rights or property of such party pending the outcome of the arbitration hereunder. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY UNDERSTANDS AND AGREES THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY. In any such arbitration, the prevailing party shall recover its attorneys' fees and costs from the other party, and the arbitral panel shall determine the prevailing party for this purpose.
(e) Equitable Remedies. Notwithstanding the foregoing, nothing shall prevent Spatial from seeking an injunction or other equitable remedy in a court of competent jurisdiction where the health or safety of any Users or Spatial personnel may be at stake, or if necessary in connection with an actual or threatened claim or dispute with respect to Spatial's (or other) intellectual property rights or relating to the potential or actual occurrence of a security breach or incident.
This Site and Service are for general use, and are not aimed at children. Please do not use the Service unless You are 18 or older.
It is possible that these Terms of Service will be expanded or modified as Spatial's business evolves, provided that any Order Forms that You entered into with Spatial cannot be modified without Your written consent. We will use commercially reasonable efforts to give You notice of any material changes, either to the email address associated with Your Spatial account, or through the Service. We also suggest that You review these Terms of Service from time to time to remain current with each party's rights and obligations. Your continued use of the Service after such a modification constitutes Your acceptance of the modified Terms to the maximum extent permitted by applicable law.
You agree that this Agreement sets forth the entire Agreement and understanding between You and Spatial concerning the Service, Software and Materials and Your license to use them, and this Agreement supersedes all prior and contemporaneous communications, written or oral, concerning the Service, 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, subsequent or different breach. Spatial shall have the ongoing, unfettered right to assign this Agreement to any current or future Spatial affiliated company or third party, 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 as Customer, You hereby represent that You are at least 18 years old , and fully authorized to do so and bind such Organization to this Agreement.
Customer Content/UGC. Users of the Spatial Service may choose to visit and participate in Experiences, enjoy events and new environments or play games in Spaces. However, paid Users have the option to create Spaces and provide or create Customer Content such as games and other Experiences for enjoyment in Spaces [Creator(s)]. These Creator Terms apply to those of You who will actively create Customer Content (sometimes called "UGC" or User Generated Content) using the Service. These Creator Terms apply to Users who create and/or upload Customer Content using the Service.
Guidelines to Follow. All Creators must be aware that all Customer Content must satisfy the standards and guidelines set forth in the Community Guidelines [https://spatial.io/guidelines] as well as this Agreement, and You need to review these Guidelines before posting Customer Content, to ensure that such content is appropriate (e.g., not pornographic, not harassing or threatening, not defamatory toward anyone) and either original, or You have the license rights that are sufficient to permit You to post such content. As to originality, You are subject to the Copyright Policy set forth in Section 19 of the Terms of Service Agreement. Capitalized terms not defined in these Creator Terms are defined in the Terms of Service or in the Community Guidelines.
Selling Items. Note that while any User can become a Creator, and we encourage You to do so, not all Creators are permitted to be sellers of items and services at this time. To sell items using or through the Service, You will require special written permission and cooperation from Spatial. We are still in beta phase with respect to selling until further notice.
Other Creator Requirements. To be a Creator, you must meet the following eligibility criteria as well:
Creator Tools. We make available various tools for Creators, to facilitate Your creation of Customer Content. While these are licensed to You as part of Your subscription to the Service, and do not have any additional cost to You (unless otherwise stated in connection with new tools we may add in the future), Spatial retains all Intellectual Property Rights in the "Spatial Creator Toolkit" which is licensed to paid subscribers, and in the web-based content editor which we also license to You, and in any other design or creation tools or infrastructure that Spatial makes available to You. We grant You a non-exclusive, revocable, non-sublicensable, and non-transferable license to use the mentioned Creator tools for the purpose of creating, developing, modifying, uploading, and releasing Customer Content on the Platform, for the duration of Your subscription to the Service (unless sooner terminated by Spatial).
Virtual Currency. However, in the Spaces You create, which may include diverse Experiences such as events or games, You can create Your own virtual world currency as explained in Section 14 of the Terms of Service.
Spatial Content. In the event that Spatial provides You with or makes available any Spatial content as part of Your subscription ("Spatial Content"), and subject to Your compliance with the Creator Terms, Spatial hereby grants Creator a non-exclusive, limited, revocable, non-transferable license to use Spatial Content in Experiences/Spaces that You create for the duration of Your Spatial Subscription. Creator will not be entitled to monetize or receive compensation for any Spatial Content.
Spatial Trademarks. Subject to any trademark usage guidelines and Spatial's total discretion regarding how You use them, Spatial hereby grants Creator a non-exclusive, limited, revocable, non-transferable right to use the Spatial trademarks, whether registered or unregistered, solely for use within Creator's Space(s) on the Platform, including for use in connection with Virtual Items trademarks, whether registered or unregistered. All goodwill arising from any use by Creator of any Spatial trademarks will inure solely to Spatial. Use by Creator of any Spatial trademarks off the Spatial Platform (including a trademark that may be contained in the title of a Creator's Space/Experience) are only permitted as set forth in the Spatial Trademark Guidelines.
Termination. All licenses granted above, to the Creator Toolkit and other Creator tools, to Spatial Content and to Spatial trademarks, can be terminated at any time by Spatial in its sole discretion upon notice to You by any means. The Copyright Policy and DMCA Takedown provisions are found in Section 19 of the Terms of Service, which apply to this Addendum.
Rights to Customer Content (UGC): Except for [classic] avatars owned by Spatial or its licensors that You have the right to use and modify, Customer owns the Intellectual Property Rights in creations which You post in Spaces, that is, in the Customer Content. Please review the Customer Content provisions of the Terms of Service, specifically Section 19, which apply to this Addendum.
Creator Currency. Please review Section 14 of the Terms of Service, which applies to this Addendum, regarding Your rights and restrictions to create a Creator Space-specific own-world virtual currency for use in Your Space(s).
Trading; Global Marketplace; Selling. Spatial will offer a global marketplace [Marketplace] for Users and Creators to purchase Virtual Items, and Creators can offer their own marketplace within their own Space(s). The right of Creators to sell Virtual Items will be permitted on a case-by-case basis as Spatial rolls out this functionality and establishes guidelines for selling. Spatial does not permit any trading of Virtual Items in the global Marketplace, or converting all or part of a Virtual Item back into Spatial Coin(s) by a User. Creators will have certain rights to cash out of Spatial Coin(s) as indicated in Section 14 of the Terms of Service. Creators can decide how much remixing, changing and editing of Virtual Items they wish to permit within their own Spaces.
User Accounts Not Transferable. Spatial User accounts are named accounts and are not transferable. They can be closed, but neither the accounts nor any acquired rewards, levels or experience can be sold to other Users or Creators.