SpAItial Terms of Service

PLEASE READ CAREFULLY BEFORE ACCESSING SPAITIAL SERVICES

Overview

These Terms of Service ("Terms") govern the access to and use of SpAItial's spatial foundation models and services made available through its website https://www.spaitial.ai/ and/or its app (the "Services"). SpAItial is based in Europe and provides Services globally, including to users in the United States, subject to applicable law. These Terms are a legally binding agreement between SpAItial Ltd, a company incorporated in England with the company number 15994344 and registered office address 31 Tamworth Street, Ground Floor Flat, London, England, SW6 1LF ("SpAItial") and the entity or person agreeing to these Terms (the "User"). By indicating acceptance of these Terms or accessing or using the Services, the User is accepting all of the terms and conditions of these Terms. If the User does not agree to these Terms, the User may not use the Services. If the User is accepting these Terms on behalf of an organisation, the User represents that: (i) it agrees, on behalf of that organisation, to these Terms; and (ii) it has full legal authority to bind that organisation to these Terms. In such circumstance, references to "the User" in these Terms will mean both the User as an individual and its organisation. These Terms take effect from the earlier of (a) when the User clicks to accept them; or (b) the User's initial access to any of the Services through any online provisioning, registration or order process ("Effective Date").

Definitions

In these Terms, the following expressions have the meanings set out below: "Authorised Users" means the individual employees, contractors, or other personnel whom a User entity permits to access the Service pursuant to these Terms; "Beta Access" means free access made available to a limited number of selected participants during the beta phase of the Services; "Business Day" means any day other than a Saturday, Sunday, or bank holiday in England and Wales. "Confidential Information" means any non-public information disclosed by one party (the "Discloser") to the other party (the "Recipient") in connection with these Terms or the Services, whether disclosed orally, in writing, electronically, or by any other means, and whether or not marked as confidential, including, without limitation, the Underlying Model and all aspects of SpAItial IP; "Generated Content" means any 3D world, 3D asset, output, result, or other content generated by the Services as a result of processing User Input; "SpAItial IP" means the Services, the Underlying Model, all software, algorithms, model weights, training data, system architecture, technical documentation, performance benchmarks, interfaces, and all other technology, content, and materials made available by SpAItial in connection with the Services, and all intellectual property rights subsisting therein; "Underlying Model" means the proprietary spatial foundation artificial intelligence model, including all associated algorithms, model weights, architecture, and training methodology, developed and owned by SpAItial and used to provide the Services; "User Input" means any data, images, files, prompts, text, or other content submitted by or on behalf of the User to the Services.

Changes to these Terms

SpAItial may make changes to these Terms from time to time as described in this clause 3: SpAItial will use reasonable efforts to provide the User with advance reasonable notice of any materially adverse changes to these Terms by sending an email to the address associated with the User's account, posting a notice on the Services or by other means; changes to these Terms will take effect immediately if they are required by applicable law, reasonably necessary for us to protect the security of the Services, reflect an update or upgrade to the Services, avoid a material economic or technical burden, do not result in a material reduction of the Services, and/or otherwise do not have a material impact on the User's rights under these Terms; other than as described in clause 3.1(b) above, and unless otherwise notified by SpAItial, material changes to these Terms will take effect 30 days after SpAItial publishes the revised version of these Terms on its website. Nothing in these Terms limits SpAItial's ability to make changes to the Services and/or to these Terms that are required by applicable law, to address a material security risk, or to avoid a material economic or technical burden.

Access to the Services

Grant of Access

Subject to the User's compliance with these Terms, SpAItial grants the User a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the term of these Terms, solely for the User's internal business purposes.

Beta Access

The Services are provided during Beta Access in an early-stage, pre-release form and may contain errors, bugs, or instabilities. SpAItial makes no representation that the Services will be fit for any particular purpose during Beta Access. Beta Access is provided at SpAItial's sole discretion and may be withdrawn, suspended, or terminated at any time without notice and without liability to the User. During Beta Access, the Services shall constitute Confidential Information of SpAItial, and the User shall keep the existence, nature, and features of the Services strictly confidential and shall not disclose any such information to any third party without the prior written consent of SpAItial.

Account registration

The User must create an account to use the Services. The User is responsible for the information it provides to create an account as well as the security of its password. The User is also responsible for all activity associated with its account. SpAItial relies on the information the User provides to be accurate, complete and up to date. The Services are intended for use only by individuals who are at least eighteen (18) years of age. By accessing or using the Services, the User represents and warrants that it is at least eighteen (18) years old. If the User is accepting these Terms on behalf of an organisation, the User represents and warrants that no Authorised User is under the age of eighteen (18). SpAItial reserves the right to request proof of age at any time and to suspend or terminate access to the Services if it reasonably believes that the User or any Authorised User is under eighteen (18) years of age.

Authorised Users

Where the User is a business entity, the User may permit Authorised Users to access the Services, provided that (a) the number of Authorised Users does not exceed any limit specified by SpAItial; (b) the User ensures that each Authorised User complies with these Terms; and (c) the User is liable for any breach of these Terms by an Authorised User.

User Inputs

The User hereby grants to SpAItial a worldwide, irrevocable, perpetual, royalty-free, sublicensable licence to access, retain, copy, store, process, use, adapt, modify, analyse, and otherwise exploit User Input for the purposes set out in clause 7. The User is solely responsible for the development, content, accuracy, legality, and appropriateness of all User Input. SpAItial has no obligation to pre-screen, monitor, review, or edit any User Input and accepts no responsibility or liability for the content of any User Input. The User warrants that: It is the owner of all intellectual property rights in User Input, or has obtained all necessary licences, consents, clearances, and permissions from the relevant rights holders to grant the licence in clause 5.1 and to permit SpAItial to use User Input in the manner described in these Terms; User Input does not and will not infringe any third party's intellectual property rights, privacy rights, data protection rights, or any other legal rights; User Input does not and will not contain any material that is unlawful, defamatory, obscene, or otherwise objectionable; where User Input contains personal data, the User has all necessary legal bases under applicable data protection law to share such personal data with SpAItial for the purposes described in these Terms; and User Input does not contain any malicious code, viruses, or other harmful components. The User shall indemnify, defend, and hold harmless SpAItial and its officers, directors, employees, and agents against any claims, losses, damages, costs (including reasonable legal fees), and liabilities arising out of or in connection with any breach of the warranties in clause 5.2 or any allegation that any User Input infringes any third party right.

Generated Content

As between the User and SpAItial and to the extent permitted by applicable law, all intellectual property rights in Generated Content shall vest in and be owned by the User, subject to the restrictions set out in clause 6.2 and the licences granted to SpAItial under clause 6.3. To the extent permitted by applicable law, SpAItial hereby assigns to the User (with full title guarantee) all rights, title, and interest in and to Generated Content that would otherwise vest in the SpAItial by operation of law or otherwise.

Restrictions on Generated Content

Notwithstanding clause 6.1, the User shall not, without the prior written consent of SpAItial: publish, distribute, or otherwise make Generated Content publicly available in any manner that discloses, reveals, or could reasonably enable a third party to reverse engineer any aspect of the Underlying Model or SpAItial IP; use Generated Content to train, develop, or assist in the development of any artificial intelligence or machine learning model that competes with the Services or the Underlying Model; or remove or obscure any proprietary notices or attribution requirements applied by SpAItial to Generated Content. The User hereby grants to SpAItial a worldwide, irrevocable, perpetual, royalty-free, sublicensable licence to access, retain, copy, store, process, analyse, and use Generated Content for the purposes set out in clause 7.

Generated Content Disclaimer

SpAItial does not warrant that the Generated Content will be accurate, complete, fit for any purpose, or free from third-party rights. The User is solely responsible for evaluating the suitability of Generated Content before relying on or deploying it for any purpose and for assessing whether its use of Generated Content complies with all laws and regulations applicable to it, including any applicable transparency, labelling, and disclosure obligations.

Data Use and Training

The User acknowledges and agrees that SpAItial may collect, retain, and use User Input, prompts, account data, usage data, and Generated Content (together "Platform Data") for the following purposes: operating, monitoring, supporting, and providing the Services; detecting and preventing misuse, fraud, or violations of these Terms; analysing usage patterns to improve the performance and functionality of the Services; developing new features, capabilities, and products; and training, fine-tuning, evaluating, and improving the Underlying Model or any successor or derivative model developed by SpAItial. SpAItial may also use aggregated and anonymised data derived from Platform Data for analytical, research, benchmarking, and commercial purposes, provided that such aggregated and anonymised data does not identify or permit the identification of any individual User or third party.

Beta Feedback

SpAItial may require the User, as a condition of Beta Access, to provide feedback and testing information regarding the User's experience of the Service ("Beta Feedback"). Any Beta Feedback provided by the User shall be owned exclusively by SpAItial, and the User hereby assigns (with full title guarantee) to SpAItial all intellectual property rights in Beta Feedback. The User waives any moral rights in Beta Feedback to the fullest extent permitted by applicable law.

Intellectual Property

All rights in SpAItial IP are and shall remain the exclusive property of SpAItial and nothing in these Terms transfers or licences to the User any right, title, or interest in SpAItial IP, save for the express and limited rights of access and use granted under clause 4.1. The User acknowledges that it acquires no ownership rights whatsoever in the Services, the Underlying Model, or any other element of SpAItial IP by virtue of these Terms or its use of the Services.

User Obligations and Restrictions

The User must: comply with these Terms and any other policies or rules that SpAItial otherwise notifies the User as being applicable to the Services; use all necessary efforts to prevent any unauthorised access to and/or use of the Services; keep its password and username, as well as the device it uses to access the Services, safe and secure; notify SpAItial promptly if it suspects that an unauthorised third party is accessing the Services, or otherwise has access to its account; and comply with any reasonable requests and instructions SpAItial gives in connection with the Services. The User must not: copy, reproduce, modify, create derivative works of, disassemble, decompile, translate, reverse engineer, crawl or scrape, or otherwise attempt to extract any or all of the source code of the Services or reduce any part of the Services to human-perceivable form; commercially exploit the Services in any way or make any part of the Services available for the benefit of anyone other than the User and its Authorised Users; use the Services in a way that: infringes any applicable law; causes SpAItial to infringe applicable law; and/or infringes any person's rights, including intellectual property rights; sell, resell, sublicense, transfer, grant access (other than in accordance with these Terms), or otherwise make the Services available to a third party; access or use the Services to develop, train, or assist in the development of any artificial intelligence or machine learning model that competes with the Service or the Underlying Model; access and use the Services to transmit, store, or process personal data, except as expressly provided by these Terms and SpAItial's Privacy Policy; attempt to circumvent, disable, or interfere with any security, access control, or usage limitation feature of the Services; access the Services by any means other than by SpAItial's currently available interface; or interfere with or disrupt the access to and/or functionality of the Services (including by any user, a host, or network), such as by overloading or spamming the Services in such a manner so as to create an undue load on the Services, or attempt to do so. Subject to any Beta Access provisions, if the User provides any suggestions, feedback, or recommendations regarding the Services, the User grants SpAItial a perpetual, irrevocable, royalty-free, worldwide licence to use, incorporate, and exploit such feedback for any purpose, without any obligation of compensation or attribution.

Acceptable Use

The User shall not use the Services: in any manner that violates any applicable law or regulation; to generate content that is unlawful, defamatory, obscene, threatening, harassing, discriminatory, or otherwise harmful; to infringe the intellectual property, privacy, or other rights of any third party; to transmit any unsolicited commercial communications or spam; to interfere with, damage, or disrupt the Service or any systems or networks connected thereto; or in any way that could be harmful to SpAItial's reputation or interests. Where the User deploys or distributes Generated Content to any third party, including end customers, the User shall ensure that it complies with all applicable transparency and labelling obligations in respect of any Generated Content produced through its use of the Services. SpAItial reserves the right to suspend or terminate the User's access to the Services immediately and without liability if SpAItial reasonably believes that the User, or an Authorised User, is in breach of clause 10.1 or any other provision of these Terms.

Data Protection

Under data protection legislation, SpAItial is required to provide the User with certain information about SpAItial, how SpAItial processes the personal data of those individuals who use the Services, for what purposes and those individuals' rights in relation to their personal data and how to exercise them. SpAItial will access, use, and otherwise process personal data, in accordance with its Privacy Policy.

Confidentiality

The Recipient shall: hold all Confidential Information in strict confidence using no less than the same degree of care it uses to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care; use Confidential Information solely for the purposes of exercising its rights or fulfilling its obligations in accordance with these Terms; except as expressly permitted by these Terms, not disclose or permit access to Confidential Information to any third party without the prior written consent of the Discloser, except to its employees, contractors, or advisors who have a genuine need to know such information and who are bound by confidentiality obligations no less protective than those set out in this clause 12; and safeguard the Confidential Information from unauthorised use, access or disclosure using at least the degree of care it uses to protect its own sensitive information and in no event less than a reasonable degree of care. If the Recipient is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall promptly, and prior to such disclosure, notify the Discloser in writing of such requirement. The Recipient shall disclose only that portion of the Confidential Information that the Recipient is legally required to disclose. Confidential Information does not include information that the Recipient can demonstrate by written or other documentary records: was rightfully known to the Recipient without restriction on use or disclosure prior to such information being disclosed or made available to the Recipient in connection with these Terms; was or becomes generally known by the public through no act or omission of the Recipient or its employees, contractors, or advisors; was or is received by the Recipient on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or was or is independently developed by the Recipient without reference to or use of any Confidential Information. The parties acknowledge that damages may not be an adequate remedy for a breach of this clause 12 or the confidentiality undertakings entered into by their employees, contractors, or advisors pursuant to clause 12.1(c). Each party shall be entitled to seek any legal or equitable relief, including without limitation injunctive relief or specific performance, upon the breach (or reasonably anticipated breach) of any part of this clause 12 or of the confidentiality undertakings which the Recipient is required to obtain for the purposes of disclosure pursuant to this clause 12.

Disclaimer of Warranties

The Services are provided "as is" and "as available" without warranty of any kind. To the fullest extent permitted by applicable law, SpAItial expressly disclaims all warranties, express or implied, including without limitation any implied warranty of satisfactory quality, fitness for a particular purpose, title, or non-infringement of third-party rights.

Beta Disclaimer

THE SERVICES ARE PROVIDED DURING BETA ACCESS IN A PRE-RELEASE, EXPERIMENTAL FORM. IT HAS NOT BEEN FULLY TESTED AND MAY CONTAIN MATERIAL ERRORS, INACCURACIES, BUGS, OR INSTABILITIES. SPAITIAL MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICE WILL MEET THE USER'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR PRODUCE ACCURATE OR RELIABLE RESULTS DURING THE BETA ACCESS PERIOD. THE USER ACKNOWLEDGES THAT IT IS PARTICIPATING IN A BETA PROGRAMME AND USES THE SERVICE ENTIRELY AT ITS OWN RISK DURING THIS PERIOD.

Limits on Liability

Nothing in these Terms shall limit or exclude either party's liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability which cannot be limited or excluded by applicable law. Subject to clause 14.1: SpAItial shall have no liability to the User whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: loss of anticipated savings and/or wasted expenditure, loss or corruption of data loss of goodwill or loss of reputation (in each case whether direct or indirect); or any indirect or consequential loss; and SpAItial's total, aggregate liability to the User, whether contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms shall not exceed the greater of: £100 (one hundred pounds sterling); or the total fees paid by the User in the twelve (12) months immediately preceding the claim.

Termination

These Terms commence on the Effective Date and shall continue until terminated in accordance with this clause 15. The User may terminate these Terms at any time by deleting its account and ceasing all use of the Services. SpAItial may terminate these Terms (or suspend the User's access to the Services) immediately on written notice if: the User commits a material breach of these Terms and, if such breach is capable of remedy, fails to remedy it within 14 days of written notice requiring it to do so; the User becomes insolvent, enters administration, liquidation, receivership, or any analogous process in any jurisdiction; SpAItial reasonably determines that its provision of the Services to the User is prohibited by applicable law; or SpAItial decides to discontinue the Services, provided that SpAItial shall use reasonable endeavours to give the User reasonable prior notice where practicable.

Effect of Termination

On termination or expiry of these Terms: all access rights granted to the User shall cease immediately; the User shall promptly cease use of the Service and destroy or delete any Confidential Information of SpAItial in its possession or control (save as required by applicable law); and the following clauses shall survive and continue in full force and effect: clause 5 (User Inputs), clause 6 (Generated Content), clause 7 (Data Use and Training), clause 8 (Intellectual Property), clause 9.3 (Feedback Licence), clause 12 (Confidentiality), clause 13 (Disclaimer of Warranties), clause 14 (Limits on Liability), clause 16 (Effect of Termination), and clause 19.5 (Governing Law and Jurisdiction).

Force Majeure

Neither party shall be in breach of these Terms or liable for any delay in performing, or failure to perform, any of its obligations under these Terms to the extent that such delay or failure results from a Force Majeure Event. The affected party shall: promptly notify the other party in writing upon becoming aware of a Force Majeure Event, specifying the nature and likely duration of the event; use reasonable endeavours to mitigate the effect of the Force Majeure Event and to resume performance of its affected obligations as soon as reasonably practicable; and keep the other party informed of progress. If a Force Majeure Event continues for a period exceeding 60 consecutive days, either party may terminate these Terms on 14 days' written notice to the other, without liability to the other party save in respect of any payment obligations that accrued prior to the Force Majeure Event.

Notice

Any notice given under or in connection with these Terms shall be in writing and shall be delivered by: email, with confirmation of receipt by the addressee; or prepaid first-class post or a recognised next-day courier service, to the address of the relevant party as notified at the time of account registration or as subsequently updated by written notice in accordance with this clause. A notice shall be deemed to have been received: (i) if sent by email, at the time of transmission, provided that no automated delivery failure notification is received by the sender; or (ii) if sent by post or courier, at 9.00am on the second Business Day after the date of posting or dispatch.

General

Entire agreement. These Terms contain the entire agreement between the parties with respect to the User's access to the Services, set out the only conduct relied on by the parties, and supersede all earlier conduct and prior agreements, representations and understandings between the parties in connection with the Services. Third parties. Nothing in these Terms is intended to confer a benefit on anyone other than the User and SpAItial. No agency. Nothing in these Terms or arising out of the relationship established under these Terms will constitute the User as SpAItial's agent or grant the User any authority to make any commitments on SpAItial's behalf or will create any trust, joint venture or commercial partnership between the parties. No waiver. No exercise or failure to exercise or delay in exercising any right or remedy by SpAItial will constitute a waiver by SpAItial of that or any other right or remedy available to it. Governing law and jurisdiction. These Terms, their subject matter and their formation are governed by English law. The parties agree that the courts of England and Wales will have exclusive jurisdiction in any dispute. Severability. If any provision of these Terms or their application to the User or to any circumstance is or becomes invalid or unenforceable to any extent, the remainder of these Terms and their application will not be affected and will remain enforceable to the greatest extent permitted by applicable law. Transfer. SpAItial may transfer its rights and obligations under these Terms to another organisation, but this will not affect the User's rights or obligations under these Terms. Rights cumulative. Rights under these terms are cumulative and are not exclusive of any other rights and remedies available to SpAItial.