PersonaLive Terms of Service

00. Permitted uses for Spatial's PersonaLive platform & dataset

Use, execute, store, perform and display the Licensed Data
Permitted Uses does not cover sharing the Licensed Data in raw form with third parties
Permitted Uses does not cover reselling the Licensed Data
For avoidance of doubt, Licensee may not sub-license Licensed Data and may not disclose or share all or any part of raw Licensed Data to any third parties without prior express written approval from Spatial Labs
Export marketing audiences outside of PersonaLive platform
Append segments to customer data

1. SCOPE AND KEY TERMS.

This Data License Agreement (this “License”) is between Spatial and the Customer with respect to the use of the Licensed dataset.

1.1 “Authorized User” means Customer’s employees or authorized contractors (a) whose duties require access to or use of the Licensed Product or Confidential Information for the benefit of that party; and (b) whose legal obligations to protect confidential and proprietary information require protection of the Licensed Product and Confidential Information to at least the same extent as set out in this License. For clarity, Customer shall not appoint a third party as an Authorized User.

1.2 “Customer” means the entity using the PersonaLive dataset and platform.

1.3 “Licensed Product” means: (a) the data, analytics, visualizations and other files comprising Spatial’s products; (b) if needed, all related user documentation, in written, electronic or other format, which describes the Licensed Product and its use (“Documentation”); and (d) all updates, upgrades, fixes, and other modifications to the foregoing items provided by Spatial.

2. LICENSE.

2.1 Limited Rights. Subject to Customer’s compliance with the terms and conditions of this License and the License Terms and Conditions to which this License is attached, Spatial grants Customer a nonexclusive, non-transferable, terminable, limited, non-sub-licensable license to use and analyze the Licensed Product for one year.

2.2 Conditions. The Licensed Product is the proprietary information of Spatial who retain exclusive title to their intellectual property rights in the Licensed Product. Customer’s rights to the Licensed Product are limited to those expressly granted and Spatial reserves all rights not expressly granted in this License. The rights granted to Customer above are conditional upon Customer’s compliance with the following obligations: (a) Customer will not disassemble, decompile, reverse engineer, modify or create derivative works of Licensed Products or Documentation nor permit any third party to do so, except to the extent such restrictions are prohibited by applicable mandatory local law; (b) Customer will not allow access or use of the Licensed Product by, and will not display the Licensed Products to, anyone other than the Authorized Users, without Spatial’s prior express written consent; (c) Customer will not disclose to any third party any comparison of the results of operation of Spatial’s products with other products

3. CONFIDENTIALITY.

3.1 Confidential Information. “Confidential Information” means: (a) each party’s data or analytics products (including the Licensed Product), in any form; (b) any results of the use of Licensed Product; and (c) any business, technical or training information of a party that, if disclosed in writing, is marked “confidential” or “proprietary” at the time of disclosure, or, if disclosed orally, is identified as “confidential” or “proprietary” at the time of disclosure, and is summarized in a writing sent by the disclosing party to the other party within thirty (30) days of such disclosure.

3.2 Exclusions. Confidential Information does not include information that: (a) is or becomes generally known or available to the public through no act or omission of the party receiving Confidential Information (“Receiving Party”); (b) is rightfully known by the Receiving Party prior to receiving such information from the other party (“Disclosing Party”) and without restriction as to use or disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information and without breach of this License; or (d) is rightfully received by the Receiving Party from a third party without restriction on use or disclosure. The existence of this License and the nature of the business relationship between the parties are not considered Confidential Information.

3.3 Use and Disclosure Restrictions. Receiving Party will not use the Disclosing Party’s Confidential Information except as necessary to exercise the rights granted under this License or to evaluate opportunities to license additional Licensed Product from Spatial pursuant to the applicable License, and will not disclose such Confidential Information to any person or entity except to its employees or Authorized Users. Without limiting the generality of the foregoing, Customer agrees that it will not post the Licensed Product, the Documentation, or any screenshots of the Licensed Product or results generated by the Licensed Product, on any network that is accessible by anyone other than the Authorized Users. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; and (b) on a confidential basis to its legal or financial advisors that need to know in order to provide business advice to such party. In addition, each party may disclose the terms and conditions of this License: (i) as required under applicable securities regulations; and (ii) on a confidential basis to present or future providers of venture capital and potential private investors in or acquirers of such party.

4. SERVICES

All services provided by Spatial in connection with this License or Exhibit A shall be performed with the reasonable skill, care and diligence customary in the industry for such services.

5. LIABILITY

5.1 LIMITATION OF LIABILITY. IN NO EVENT WILL SPATIAL OR ITS SUPPLIERS BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR DAMAGES IN EXCESS OF ANY FEES PAID BY CUSTOMER FOR THE LICENSE PROVIDED HEREUNDER OR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF THIS LICENSE, WHETHER BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), FAILURE OF A REMEDY TO ACCOMPLISH ITS PURPOSE, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Customer acknowledges that Spatial would not be able to provide the Licensed Product without the limitations set forth in Section 5 herein. Customers may have other rights under applicable mandatory local laws. This License does not change Customer’s rights under applicable mandatory local laws if such laws do not permit it to do so.

6. PAYMENT

Customer shall pay the reseller.

7. TERMINATION

Spatial may terminate this License and the license at any time for material breach of the terms of this License by Customer.

8. GENERAL

Customer has no right to assign this License. This License shall be governed by the laws of the State of Ohio. The Parties hereby agree that, with respect to any dispute relating to or arising from this Agreement, venue shall lie in any state or federal court located in Hamilton County, Ohio, which courts shall also be deemed to have subject matter jurisdiction concerning any matter relating to or arising from this Agreement, and you hereby agree to take no action which seeks to contest or object to the validity of such jurisdiction or venue.

9. PROTECTION OF PERSONAL DATA

9.1 Ingestion and Encryption of PII: Spatial acknowledges and confirms that it may ingest Personally Identifiable Information (PII) from the Customer. Upon ingestion, all PII data is encrypted using industry-standard encryption methods to ensure its security and confidentiality.

9.2 Matching Process: The encrypted PII is then matched against Spatial's database in a hashed state. This hashed process ensures that the PII remains unreadable and cannot be reverse-engineered to its original form.

9.3 Deletion of PII: Once the matching process is complete, all hashed PII is promptly deleted from Spatial's systems. No copies, hashed or otherwise, of the PII are retained post-matching.

9.4 Results of Analysis: The results derived from the analysis, excluding any PII, are then provided to the Customer. No individual's PII will be identifiable from the results.

10. COMPLIANCE WITH DATA PROTECTION LAWS

10.1 General Compliance: Both Spatial and the Customer shall comply with all applicable data protection and privacy laws and regulations concerning the processing of PII.

10.2 Rights of Individuals: Both parties acknowledge the rights of individuals under relevant data protection laws, including but not limited to the right to access, rectify, and erase their personal data. Both parties shall provide necessary assistance to each other to enable the exercise of these rights.

10.3 Data Processing Agreement (DPA): This License incorporates the Data Processing Agreement (available at https://www.spatial.ai/legal/privacy) that outlines the specific responsibilities and obligations concerning the processing of PII.

Security Measures:

10.4 Standard of Care: Spatial shall implement and maintain administrative, physical, and technical safeguards that are consistent with industry best practices to ensure the security, confidentiality, and integrity of the PII.

10.5 Breach Notification: In the event of a security incident or breach concerning the PII, Spatial shall notify the Customer without undue delay, detailing the nature and scope of the breach, the actions taken to mitigate its effects, and the steps taken to prevent future breaches.

11. END USER ACTIVATION TERMS

Spatial’s PersonaLive Activation Data allows Customer 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) Customer shall not provide Product access or PersonaLive Activation Data access to any third party.

b) Customer shall respond to all consumer inquiries about Customer’s use of PersonaLive Activation Data. Customer shall not make marketing solicitations using PersonaLive Activation Data to individuals who have requested not to receive such solicitations from Customer.

c) Customer shall adhere to all applicable laws and regulations relating to Customer’s use of PersonaLive Activation Data.

d) Customer 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) Customer 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/. 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.

g) 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.