Terms of Service

TheApplication and Website are owned and operated by Spatial Canvas. YOU MUST READ AND AGREE TO THESE TERMS OFSERVICE BEFORE USING THE APPLICATION OR WEBSITE.

1. Definitions

“Agreement” refers to these Terms of Service.

“Application” refers to SpaceKit application for use on mobile devices, including smartphones and tablet computers, provided by Spatial Canvas to allow You to use the Services.

“Content” refers to the contents of the Application, Services, and Website, including without limitation the text, graphics, images, audio, and video.

“Content” does not include User Submitted Content as defined below.

“Privacy Policy” refers to Spatial Canvas’ Privacy Policy available at www.spacekit.app/privacypolicy.

“Spatial Canvas” refers to the company Spatial Canvas, Inc.

“Services” refers to the services provided by Spatial Canvas through the Application and Website, including, but not limited to, services that allow Users to create, inhabit, communicate, collaborate, and operate in an augmented reality environment by, among other things, pinning digital notes onto the real world.

“User Submitted Content” shall refer to any content that You upload or submit when using the Application, Services, or Website, including, but not limited to, text, graphics, images, audio, and video.

“Users” shall refer to anyone who uses the Services, Application, or Website.

“Website” shall refer to the website and Content at www.spacekit.app.

“You” shall refer to you, the person who is entering this Agreement with Spatial Canvas. If You are entering this Agreement on behalf of yourself personally, then You refers to you as an individual. If You are entering this Agreement on behalf of a business that is a separate legal entity, then You refers to that business entity.

2. Acceptance of this Agreement and Privacy Policy

By (i) clicking on the “I Agree” button, (ii) signing up for an account to use the Application, Services, or Website, and/or (iii) using the Application, Services, or Website, You accept and agree to this Agreement and Privacy Policy, which is incorporated by reference into this Agreement. This Agreement constitutes a legal agreement between You and Spatial Canvas and spells out the terms and conditions to which You must adhere. If You do not agree to any of these terms and conditions, then do not use the Application, Services, or Website.

3. IP Ownership and Rules of Use

The Application, Content, Services, and Website are owned by Spatial Canvas and constitute proprietary information and intellectual property and are protected by United States copyright and/or trademark law, as well as applicable foreign laws.

Spatial Canvas grants You permission to use the Content, provided that (i) your use is solely for your personal, non-commercial use (other than using the Services as intended); (ii) You do not modify or sell the Content; and (iii) You do not reproduce, display, publicly perform, distribute, or otherwise use the Content for any public or commercial purpose, including the use of the Content on any other website. To the extent the Application or Website provides features allowing You to distribute the Content by email, social media, or another method, You may distribute the Content using such features. If You violate any of these terms, your permission to use the Content automatically terminates.

As a condition for your use of the Application, Services, and Website, You agree (i) not to use the Application, Services, or Website for any illegal or unauthorized purpose and to comply with all applicable laws, rules, and regulations (whether federal, state, or local); (ii) not to submit any User Submitted Content that is violent, threatening, pornographic, racist, defamatory, hateful, or otherwise objectionable as determined by Spatial Canvas in its sole discretion; and (iii) not to interfere or disrupt the Application, Services, or Website or servers or networks connected to them.

4. Relationship of Parties

No joint venture, partnership, employment, or agency exists between You and Spatial Canvas, and nothing in this Agreement shall be construed as creating any joint venture, partnership, or employment relationship.

5. Account Information

You need an account to use the Application and Services. You may create an account by following the instructions provided in the Application. You shall protect any passwords and account information and take full responsibility for your own, and any third party, use of your account. If You learn of any unauthorized use of your password or account, contact Spatial Canvas immediately.

6. User Submitted Content

You represent and warrant that You own all intellectual property rights in any User Submitted Content or that You have the appropriate license rights from the owner for any User Submitted Content. You retain all ownership rights to your User Submitted Content. By submitting content when using the Application, Website, or Services, You grant Spatial Canvas a worldwide, perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, adapt, publish, translate, create derivative works, and distribute your User Submitted Content.

7. IP Notifications

Spatial Canvas disclaims any liability for any User Submitted Content or third party content submitted or posted when using the Application, Services, or Website. If You believe that any materials infringe your copyright, trademark, or other intellectual property right, please send a written notification of your claim to Spatial Canvas at accounts@spatialcanvas.com

To provide effective notification, please provide the following information:

(i) An electronic or physical signature of a person authorized to act on behalf of the owner of the intellectual property right that is allegedly being infringed;
(ii) A description of the copyrighted work, trademark, or other intellectual property right that is allegedly being infringed;
(iii) The location of the allegedly infringing material;
(iv) Your name, address, email address, and telephone number;
(v) The following statement: “I have a good faith believe that the use of the material is not authorized by the intellectual property owner”; and
(vi) A statement under penalty of perjury that the information in the notification is accurate and that You are the owner of the intellectual property right or that You are authorized to act on behalf of the intellectual property right owner.

8. Links to Other Sites

The Application, Services, or Website may contain links to third party websites. These links have either been submitted by users or are provided solely as a convenience to You and not as an endorsement by Spatial Canvas of the contents, products, services, or business practices of such third party websites. Spatial Canvas is not responsible for the content, products, services, or business practices of linked third party websites and does not make any representations regarding the content, products, services, or business practices of such third party websites. If You decide to access and/or use linked third party websites, You do so at your own risk. You are responsible for taking precautions as necessary to protect yourself and your devices from viruses, worms, Trojan horses, and other harmful or destructive content.

9. Disclaimer of Warranties

THE APPLICATION, SERVICES, AND WEBSITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SPATIAL CANVAS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SPATIAL CANVAS DOES NOT WARRANT THAT THE APPLICATION, SERVICES, OR WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE APPLICATION, SERVICES, WEBSITE, OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SPATIAL CANVAS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE APPLICATION, SERVICES, OR WEBSITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CONFIDENTIALITY, OR OTHERWISE. YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, SMARTPHONE, OR TABLET AND ANY LOSS OF DATA THAT RESULTS FROM USE OF THE APPLICATION, SERVICES, OR WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM VIRUSES. SPATIAL CANVAS DOES NOT AUTHORIZE ANYONE TO MAKE ANY WARRANTIES ON ITS BEHALF, AND YOU SHOULD NOT RELY ON ANY WARRANTIES MADE BY THIRD PARTIES. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

10. Limitation of Liability

NEITHER SPATIAL CANVAS NOR ANY OTHER PARTY INVOLVED IN CREATING OR DELIVERING THE APPLICATION, SERVICES, OR WEBSITE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH (I) ANY USE OF, OR INABILITY TO USE, THE APPLICATION, SERVICES, OR WEBSITE; OR (II) ANY BREACH OF THE PRIVACY POLICY OR THIS AGREEMENT.

THE FOREGOING LIMITATION APPLIES REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION (WHETHER BREACH OF CONTRACT OR TORT, INCLUDING NEGLIGENCE) AND EVEN IF SPATIAL CANVAS HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

THE FOREGOING LIMITATION APPLIES TO ALL DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY USE OF, OR INABILITY TO USE, THE APPLICATION, SERVICES, OR WEBSITE, INCLUDING BUT NOT LIMITED TO: (I) ERRORS, MISTAKES, OR INACCURACIES; (II) BREACH OF CONFIDENTIALITY; (III) PERSONAL INJURY OR PROPERTY DAMAGE; (IV) INTELLECTUAL PROPERTY INFRINGEMENT; (V) INVASION OF PRIVACY; (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS, INCLUDING ANY PERSONAL OR FINANCIAL INFORMATION STORED THEREIN; AND (VII) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE.

TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION SHALL APPLY TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

SPATIAL CANVAS’ AGGREGATE LIABILITY TO YOU IN ANY CIRCUMSTANCE IS LIMITED TO EITHER THE AMOUNT PAID BY YOU TO SPATIAL CANVAS OR $10, WHICHEVER IS GREATER.

11. Indemnification

You agree to defend, indemnify, and hold harmless Spatial Canvas, its licensors, licensees, distributors, agents, representatives and other authorized users, and all of the foregoing entities' respective officers, directors, owners, employees, agents, representatives, and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs, attorneys’ fees, and expenses arising out of or in connection with (i) your use of the Application, Services, or Website, (ii) your violation of this Agreement, (iii) your violation of any third party right, including, but not limited to, intellectual property rights and privacy rights, and (iv) any submission by You that causes damage to a third party.

You shall cooperate as fully as reasonably required in the defense of any claim. Spatial Canvas reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You. You shall not enter into any settlement agreement that affects the rights of Spatial Canvas without Spatial Canvas’ prior written approval.

12. Representation of Age and Ability to Accept Terms of Service

You affirm that You are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into, abide by, and comply with the terms and conditions in this Agreement.

In any event, You affirm that You are over the age of 13, as the Application, Services, and Website are not intended for children under 13. If You are under 13 years of age, then please do not use the Application, Services, or Website.

If You are entering this Agreement on behalf of a business entity (or have created an account on behalf of a business entity), you represent and warrant that you have the authority to do so on behalf of such business entity.

13. Termination

Spatial Canvas may, in its sole discretion, terminate or suspend your access at any time, without notice, to all or any part of the Application, Services, or Website for any or no reason, including, but not limited to, your breach of this Agreement.

If You wish to terminate your account, You may either discontinue using the Services and/or delete your account from within the Application. Instructions for terminating Your account are available within the settings of the Application.

Upon termination of this Agreement, (a) the rights and obligations of the parties will terminate, except that the rights and obligations that by their nature should survive shall survive such expiration or termination; and (b) Spatial Canvas may immediately cease providing the Services.

14. Assignment

This Agreement may not be assigned by You without the prior written approval of Spatial Canvas. Spatial Canvas may assign this Agreement without your consent.

15. Severability

If any provision of this Agreement is deemed invalid or unenforceable under any statute, regulation, ordinance, or by an arbitrator or court of competent jurisdiction, then such provision shall be deemed reformed or deleted but only to the extent necessary to comply with such statute, regulation, ordinance, or arbitrator or court, and the remaining provisions shall remain in full force and effect.

16. No Waiver

The failure of Spatial Canvas to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless agreed to in writing by Spatial Canvas. In addition, Spatial Canvas’ waiver of any breach of this Agreement by You will not be a waiver of any other prior or subsequent breach.

17. Integration

This Agreement constitutes the complete and final expression of the entire and only understanding between You and Spatial Canvas relating to the subject matter of this Agreement and supersedes any prior written or oral representations.

18. Governing Law and Venue

The Privacy Policy and this Agreement shall be governed by the laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between You and Spatial Canvas that relates to, or arises in whole or in part from your use of, the Application, Services, Website, Privacy Policy, or this Agreement shall be decided exclusively by an arbitrator located in San Francisco, California in accordance with Paragraph 19 below. You agree to waive any objection to personal jurisdiction or venue for arbitration in San Francisco, California in accordance with Paragraph 19 below.

19. Arbitration

Any disputes, controversies, or claims in connection with or arising out of the Application, Services, Website, Privacy Policy, or this Agreement shall be determined by arbitration in San Francisco, California before a single arbitrator who is a member of the American Arbitration Association, from which arbitration there shall be no appeal. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of governmental agencies.

20. Class Action Waiver

You agree not to act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any claim arising from, or relating to use of, the Application, Services, Website, Privacy Policy, or this Agreement. You agree that (i) claims may not be arbitrated on a class or representative basis, (ii) the arbitrator can decide only your individual claims, and (iii) the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.