Spatial Labs Inc. Terms Of Service
THE PROVISION AND USE OF ALL SERVICES OF SPATIAL LABS, INC. (SPATIAL) ARE GOVERNED BY THE TERMS OF THIS TERMS OF SERVICE AGREEMENT, AS APPLICABLE (“AGREEMENT”), UNLESS SUPERSEDED BY A SEPARATE AGREEMENT BETWEEN YOU OR YOUR COMPANY (“LICENSEE”) AND SPATIAL.
1. Agreement. This Agreement governs the provision of all Spatial services (each, a “Service”), including access to software applications, technology and tools through a web-based hosted interface (“Platform”) and/or delivery of licensed data, maps, reports, tools, technology and other materials (collectively, “Licensed Materials”). Unless superseded by a separately executed agreement, these terms apply to all Services provided to Licensee.
2. Updates & Enhancements. Spatial will provide Licensee with updates and enhancements to the Services as are generally made available to other licensees during the term of license (“Term”). Spatial reserves the right, from time to time, to enhance, update or otherwise change any Service, provided that such modifications do not materially degrade the functionality of that Service.
3. Payment & Invoicing. Charges are invoiced and/or payments will be made through the Platform, as agreed. Undisputed invoices, including those for any applicable sales or use tax, are payable within 30 days. Spatial reserves the right to suspend Services and invoice Licensee for accrued interest (at 1.5% per month) if past due, undisputed amounts remain unpaid 30 days following written notice.
4. License Grant. Services, including Licensed Materials, are the exclusive property of Spatial. Spatial grants to Licensee a non-exclusive, non-transferrable license for the specified Term to use the Services internally and as further specified below, in support of Licensee’s marketing and promotional purposes in the United States. Licensee may enlist the services of a third party processor to utilize the Services on Licensee’s sole behalf, provided that such third party has executed a Third Party Processor Agreement with Spatial. Notwithstanding the foregoing, a Third Party Processor Agreement is not required for any dedicated third party processor or consultant functioning as part of Licensee’s internal team (not acting on behalf of multiple clients, while representing a separate service provider); provided Licensee assumes responsibility and liability for such third party to the same extent as it assumes for its own employees.
5. Disclosure of Output. Licensee may share reporting and analysis containing excerpts of aggregated (not individual or household) data from the Licensed Materials (collectively, “Output”) with third parties solely in support of Licensee's efforts to market or promote its business, products or services. Output disclosed to third parties may not be presented in a misleading manner, must cite Spatial, and may not remove or obscure any copyright, trademark or restrictive legend. No portion of the Services may be used internally or disclosed externally in a manner that is competitive with Spatial services.
6. Use Restrictions. Except as expressly authorized in this Agreement, Licensee will not: (a) Copy or reproduce the Licensed Materials (except for execution and backup purposes, or to generate Output, which may be reproduced as needed), exceed the number of specified licensed users, or reverse engineer, decompile, decode or attempt to re-identify an individual from any portion of the Services; (b) Distribute, resell, sublicense or otherwise provide Licensed Materials or derivatives based on the Licensed Materials to any third party, or place the Licensed Materials or Output on any publicly accessible website, without Spatial’s prior written consent; (c) Use the Licensed Materials to prepare, verify or modify any directory or mailing or marketing list which is owned by a third party or distributed to third parties not acting on Licensee’s behalf, or to develop any application or service for list enhancement or data appending; or (d) Use any portion of the Licensed Materials (i) for determining terms or eligibility of an individual for employment, credit, healthcare, charity care or insurance, (ii) for any purpose for which a consumer report may be used or to take any adverse action under the Fair Credit Reporting Act, or any purpose that could result in disparate impact or treatment against any group or on a prohibited basis under the Equal Credit Opportunity Act or Fair Housing Act, or; (iii) for the collection, negotiation or restructuring of debt, credit repair, payday lending, or to assess consumer financial risk; (iv) to predict the efficacy of any medical treatment or the propensity to use a prescription drug or medical device; or (v) in conjunction with any content, including marketing communications, solicitation or ad copy, that is discriminatory, predatory, deceptive, profane, obscene, or illegal, promotes adult entertainment, sexual paraphernalia, firearms, or that refers to selection criteria, presumed knowledge, or the source of personal information about a recipient.
7. Licensee Data. Licensee may submit to Spatial confidential and proprietary records that include personal data, such as names and addresses, originating from the United States only (“Licensee Data”). Such records must be in encrypted, machine-readable format and exclude all sensitive data elements, including protected health information, and any information not specifically requested by Spatial. Licensee grants to Spatial a limited, non-exclusive license, in the United States, to use Licensee Data for and on behalf of Licensee in its provision of Services.
8. Confidentiality & Security. (a) Either party (“Disclosing Party”) may provide the other party (“Receiving Party”) confidential materials and information, including Licensee Data, Licensed Materials, Output, and/or any financial, sales, or business information, that are not (i) disclosed in public materials or in the public domain through no action or disclosure by the Receiving Party; (ii) lawfully obtained from a third party without any obligation of confidentiality; (iii) lawfully known to the Receiving Party prior to disclosure by the other party; or (iv) independently developed by the Receiving Party without reference to the Disclosing Party’s information (collectively “Confidential Information”). (b) As between the parties, each party retains all ownership to its Confidential Information. The Receiving Party will maintain the confidentiality of and will not use or disclose such Confidential Information to a third party, with the exception of disclosures to the Receiving Party’s auditor or legal counsel and disclosures authorized by this Agreement, for which the Receiving Party will be responsible for compliance by recipients with applicable terms of confidentiality and use of such Confidential Information. If compelled by law or regulation, the Receiving Party may disclose Confidential Information to a court or regulatory authority following written notice to the Disclosing Party and, to the extent possible, the opportunity to obtain protective orders or evidentiary stipulations. The Receiving Party will limit disclosures to the minimum necessary to comply with legal or regulatory requirements or other authorized purpose. If required, Licensee’s name may be disclosed to a Licensor for royalty reporting purposes only, subject to obligations of confidentiality. Neither party may use the name, trademark or logo of the other party in any advertising or promotional material without prior written consent, except as part of a preferred vendor or customer list, which is permissible by either party. Any unauthorized disclosure or distribution of Confidential Information may cause irreparable harm and entitle the Disclosing Party to injunctive relief. (c) The Receiving Party has implemented and maintains an information security program appropriate to its size and complexity, the nature and scope of its activities, and the sensitivity of information received and stored, containing appropriate administrative, physical, and technical safeguards to protect the security, confidentiality and integrity of Confidential Information, with measures designed to prevent unauthorized access and disclosure. The Receiving Party will notify the Disclosing Party of any unauthorized access to or unauthorized use or disclosure of the Disclosing Party’s Confidential Information. (d) The Receiving Party will destroy the Disclosing Party’s Confidential Information within 30 days following the Term, or earlier, upon request, with the exception of any copies created by the Receiving party and securely archived or stored as part of its business continuity or disaster recovery plan, which may include portions of Confidential Information, will be destroyed in accordance with the Receiving party’s internal destruction policy.
9. Representations & Warranties. For any use of Services that includes measurement, tracking or targeting audiences within any website, web page component, podcast, advertising, application, or other digital property (“Site”), which includes any website associated with advertised brands, such as Services involving the placement of Spatial tags, pixels or other mechanisms (“Pixels”) directing impressions data to Spatial, Licensee represents or, if applicable, will require that its agency represents on its behalf that: (i) no terms of use, privacy policy, or representations made to Site visitors will be violated by such use; (ii) Sites will display privacy policies that disclose applicable data collection practices, including the types of data collected and purposes for which data is collected by or transferred to third parties, plus feature working mechanisms that conspicuously enable consumers to opt out in accordance with Applicable Laws; and (iii) such Services will not be used in conjunction with any Site directed to children under the age of 18, or in any manner implicating the Children’s Online Privacy Protection Act. Licensee may not install the Pixel into unauthorized Sites without prior written consent and will notify Spatial if it removes an active Pixel during the Term. Licensee acknowledges that Spatial will not process any personal information originating from outside of the United States, unless expressly agreed in this Order. Spatial reserves the right to exclude any use of the Services that does not comply with these terms.
10. Limitations of Liability. IN NO EVENT WILL SPATIAL, LICENSEE OR ANY LICENSOR BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR DAMAGES DUE TO LOSS OF DATA OR PROFITS ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. NEITHER PARTY WILL BE LIABLE FOR ANY CLAIM (WITH THE EXCEPTION OF A CLAIM FOR NONPAYMENT) BROUGHT MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED, NOR FOR ANY CLAIM (UNLESS SUBJECT TO AN INDEMNITY OBLIGATION) IN EXCESS OF AMOUNTS PAID DURING THE PRECEDING TWELVE MONTHS (“ANNUAL SPEND”) IN CONNECTION WITH THE SERVICES GIVING RISE TO SUCH CLAIM. TOTAL LIABILITY FOR A CLAIM FOR WHICH A PARTY IS EXPRESSLY INDEMNIFIED, WITH THE EXCEPTION OF ANY CLAIM FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WILL NOT EXCEED $250,000 OR THE ANNUAL SPEND, WHICHEVER IS GREATER.
11. Indemnification. Each party will indemnify the other and defend or settle at its own expense any claim by a third party arising from the party’s breach of its Use Restrictions, Representations & Warranties, and Confidentiality & Security obligations, or arising from its gross negligence or willful misconduct. The indemnified party must provide prompt notification and reasonable information and cooperation in defense of the claim, ceding control of the defense and settlement to the indemnifying party, including selection of reputable counsel; provided that the indemnifying party will keep the indemnified party reasonably informed and will not enter into any settlement that includes an admission of fault or liability by the indemnified party without such party’s approval.
12. TERM AND TERMINATION
12.1. Term. These Terms of Service commence on Licensee’s registration of an account, and continue until all Services subscriptions have expired or have been terminated or upon the termination of Customer’s use of the Services, whichever is latest. Unless otherwise specified on an applicable Order Form, Customer’s subscription to the Services commences on Customer’s registration for an account, and shall continue in effect for thirty (30) days (monthly) or (1) year (annual) (the “Initial Term”). Thereafter, and unless otherwise specified, each applicable Order Form shall automatically renew for successive thirty (30) day terms or (1) year terms (each a “Renewal Term”), unless either party provides notice to the other party of its intention not to renew prior to expiration of the Initial Term or the then-current Renewal Term. Customer must provide at least five (5) days prior notice and Spatial must provide at least fifteen (15) days prior notice of non-renewal. Notification of such non-renewal from Licensee to Spatial must be provided in writing to info@spatial.ai or by submitting a ticket to Spatial Support, which must be confirmed in writing by Spatial. The Initial Term and all Renewal Terms will collectively be referred to as the “Term”.
12.2. Suspension, Limitation and Termination of Access. Spatial shall be entitled, without liability to Licensee, to immediately suspend, terminate or limit Licensee’s access to the Services at any time in the event that Spatial determines, in its reasonable discretion, that (i) the Services are being used by Licensee, or its Authorized Users, in violation of any applicable laws or regulations or the Agreement; (ii) the Services are being used by Licensee in an unauthorized, inappropriate, or fraudulent manner; (iii) the use of the Services by Licensee adversely affects Spatial’s equipment or service to others; (iv) Spatial is prohibited by an order of a court or other governmental agency from providing the Services; (v) there is a denial of service, attack or any other event which Spatial determines, in its sole discretion, may create a risk to the Services or to any other customers if the Services were not suspended; (vi) there is a security incident or other disaster that impacts the Services or the security of the Services, Licensee’s account or Customer Data; or (vii) any amount due under this Agreement is not received by Spatial within fifteen (15) days after it was due. Without limiting the generality of this Section, Spatial shall have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of Customer‘s right to use the Services pursuant to this Section 13.2.
12.3. Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all rights and obligations of both parties, including all licenses granted hereunder, shall immediately terminate (except that all payment obligations accrued prior to termination or expiration shall survive); and (b) each party shall comply with the obligations to return or destroy all Confidential Information. Additionally, Spatial shall have no obligation to retain any Customer Data after any termination or expiration of the Agreement and may delete all Customer Data, unless required by applicable law. All liabilities accrued under the Agreement prior to the effective date of termination.
13. Governing Law. This Agreement is governed by the laws of the State of Ohio, without regard to its choice of law provisions.
14. Merger; Modification. This Agreement constitutes the entire agreement between the parties, with respect to the subject matter, and merges and supersedes all prior proposals, discussions or other communications. This Agreement may not be modified, except by written consent of the parties.
15. Assignment. This Agreement is for the benefit of and binding on the parties and their successors and assigns. It may not be assigned by either party without the prior written consent of the other, except that either party may, upon written notice, assign its rights and obligations under this Agreement to an affiliate pursuant to a corporate re-organization or to a successor to its business; provided that (a) a party’s contemplated assignment will not be to a direct competitor of the other party, and (b) such assignment does not expand the scope of, or change the terms or charges, of any license granted.
16. Force Majeure. Neither party will be liable for any loss arising out of a delay or interruption in its performance due to any act of God, governmental authority, or public enemy, or due to war, terrorism, riot, flood, civil commotion, insurrection, severe weather conditions, or other cause beyond the reasonable control of that party.
17. Purchase Orders. The terms and conditions of this Agreement supersede the terms of any purchase orders or other documents issued by Licensee with respect to the Licensed Materials.
18. Survival. Obligations concerning use restrictions, representations and warranties, confidentiality, liability, indemnification, payment and post-termination use and destruction will survive termination.
Additional Licensor & Data-Specific Terms
Spatial PersonaLive Segmentation: Licensee may use its knowledge of Spatial segments for the purpose of activating online advertising campaigns through any authorized platform offering Spatial segments as selection criteria; provided that Licensee may not (a) independently upload or onboard Spatial segments into an ad serving platform without a digital license grant; (b) export Spatial segments from any Spatial platform, except as appended to individual consumer records or for coding its own consumer records pursuant to a Directory license; or (c) use segment assignments to (i) select geographies for online advertising, (ii) compile a directory or cross-reference file showing the unique one-for-one segment assignment for any geographic unit or household, or (iii) disclose a specific geography associated with a particular Spatial segment (e.g., linking ZIP Code to a specific segment), unless aggregated to include not less than 3 segments.
Licensee Information and Security Measures: Licensee agrees that for purposes of providing support services to Licensee, Spatial may be given access, by Licensee, to Licensee’s proprietary and confidential information uploaded into the Spatial platform. Licensee represents and warrants that (i) Licensee has the necessary rights to upload such information to Spatial platform and provide access to Spatial for the provision of such support services, (ii) all such information is US-based only, and (iii) Licensee collects and maintains such information in accordance with all applicable laws, rules, regulations, guidelines, industry best practices and privacy best practices. Spatial shall implement and maintain administrative, physical and technical safeguards that are designed to prevent any collection, use or disclosure of, or access to , Licensee’s data and/or confidential information uploaded within the Spatial platform that the Agreement and/or this Order do not expressly authorize. Spatial shall exercise at least the same degree of care to safeguard Licensee’s data and/or confidential information as Spatial would exercise to protect Spatial’s own property of a similar nature, more information can be found in the Spatial Data Protection Policy and privacy policy.
End User Activation Terms
Spatial’s PersonaLive Activation Feature allows License to reach PersonaLive segments via digital, social, email, and postal channels. It contains PII for use in marketing to individuals. All PII is captured from opt-in and CCPA compliant sources by Spatial’s data vendor.
(a) Licensee shall not provide Product access or PersonaLive Activation Data access to any third party
(b) Licensee shall respond to all consumer inquiries about Licensee’s use of PersonaLive Activation Data. Licensee shall not make marketing solicitations using PersonaLive Activation Data to individuals who have requested not to receive such solicitations from Licensee.
(c) Licensee shall adhere to all applicable laws and regulations relating to Licensee’s use of PersonaLive Activation Data.
(d) Licensee shall not use PersonaLive Activation Data as the source for determination of consumer credit worthiness, consumer credit approval, or a consumer's eligibility for employment or insurance. Licensee shall not use Data as the sole source in generating a consumer report as defined in 15 USC §1681a.
(e) Licensee shall maintain administrative, physical, and technical safeguards that are no less rigorous than accepted data industry practices in order to prevent the release of any PII to unauthorized parties
(f) Spatial will not provide the Personal Information of consumers for whom Spatial has received a valid opt-out request via opt-out mechanisms. Spatial’s web-based Opt-out mechanism can be found on the website footer at https://www.spatial.ai/.
(g) Spatial does not collect Personal Information directly from consumers; as such, Spatial will require that its vendors collect Personal Information in compliance with the consent requirements of the CCPA and that the vendors maintain adequate records of such consent.
(h) Suspension of delivery: If Spatial believes that Licensee’s use of or handling of Spatial Data is not in compliance with this agreement, Spatial may restrict delivery of Data until Spatial is reasonably satisfied that Licensee is in compliance.