Last Updated: June 14, 2024
Last Updated: March 12 2024
The following terms of use (the “Terms of Use”) govern your access to and use of: (a) our website located at fly.spexigeo.com (the “Website”);(b) Spexi mobile device software provided by us (the “Mobile App”); (c) any text, pictures, media, data, information, content, records, files or other materials (collectively, the “Content”)contained on or provided through the foregoing (a) and (b); and (d) all other content, products or services provided by us to you, as more particularly described on the Website and Mobile App. The Website, Mobile App, and Content are collectively referred to as the “Spexigeo Platform”.
These Terms of Use form an agreement between the owners of the Spexigeo Platform, Spexi Geospatial Inc. (“Spexi Geospatial”,“us”, “we”, “our”)and you. The term “you” or “User” refers to the person browsing, installing, downloading, accessing or otherwise using the Spexigeo Platform (“use” or“ using” in these Terms of Use will mean any of the foregoing).
By using the Spexigeo Platform in anyway, including any services we provide on or through the platform (the “Services”), you:
(A) REPRESENT AND WARRANT THAT (I) YOUHAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION, (II) IF YOU ARE USINGTHE SPEXIGEO PLATFORM IN THE UNITED STATES, YOU RESIDE IN THE UNITED STATES ORANY OF ITS TERRITORIES OR POSSESSIONS, (III) YOU HAVE THE CAPACITY TO ENTERINTO BINDING OBLIGATIONS, (IV) YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BYOUR PRIVACY POLICY, FOUND AT HTTPS://WWW.SPEXI.COM/PRIVACY-POLICYAND(III) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE PLATFORM IS TRUE,ACCURATE, CURRENT, AND COMPLETE; AND
(B) AGREE TO BE BOUND BY AND COMPLY WITHTHESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 3.IF YOU ARE USING THE PLATFORM ON BEHALF OF ANOTHER PERSONOR ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BINDSUCH PERSON OR ORGANIZATION TO THESE TERMS OF USE. YOU MAY NOT ACCESS THE SPEXIGEOPLATFORM FORPURPOSES OF MONITORING AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANYOTHER BENCHMARKING OR COMPETITIVE PURPOSES.
These Terms of Use do not alter in anyway the terms or conditions of any other agreement you may have with us in respect of any services, products, applications or otherwise, you enter into with us.
(a) The Spexigeo Platform is a cloud-based platform that allows users to capture, process, analyze, and share aerial imagery captured by drones. Using the web-based “Flight Dashboard”, Users can plan drone flights, then use the Mobile App to fly planned flights and capture aerial imagery of the flight and produce geospatial data. Users may also upload aerial imagery to the Spexigeo Platform to produce such geospatial data.
(b) Compatible Drones. The Spexigeo Platform is designed to interface solely with those Drones as are listed on the Website from time to time. Changes, including modifications and upgrades, to Drones made after the date of last update of the compatible drone list may affect the interaction of the Spexigeo Platform with such Drones and the Spexigeo Platform may no longer effectively operate with such Drones following such changes. “Drone” means technology (such as unmanned aerial vehicles (otherwise referred to as RPAS, UAVs, multi-rotors, drones and similar) and their transmitters and receivers) provided by third parties, including third-party hardware and third- party software.
(a) These Terms of Use apply to Users accessing the SpexigeoPlatform to plan and pilot flights using Drones (“Pilots”). Subject toand conditioned on your compliance with the terms and conditions in these Termsof Use and Privacy Agreement https://www.spexi.com/privacy-policy,we hereby grant you a non-exclusive, non-transferable right to access and usethe Services, solely for use by you in accordance with the terms and conditionsherein.
(a) To the extent permitted by law (“Applicable Law”), we reserve the right to:
(i) change any element of these Terms of Use at any time. When we change these Terms of Use, we will: (A) place a notice on the Spexigeo Platform, send you an email and/or notify you by some other means as required by Applicable Law; (B) post a new version to the Spexigeo Platform; and (C) update the “Last Updated” date at the top of these Terms of Use. We may require you to provide consent tothe updated Terms of Use in a specified manner before further use of the Spexigeo Platform is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you agree to stop using the Spexigeo Platform. Otherwise, your continued access to or
use of the Spexigeo Platform after any changes to these Terms of Use indicates your acceptance of such changes. All changes are effective immediately when we post them, and apply to all access to and use of the Spexigeo Platform thereafter. However, any changes to the dispute resolution provisions set out in Section 22 and 23will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Spexigeo Platform.
(ii) change any element of the Spexigeo Platform at any time, without notice. We may, at our sole discretion, suspend or terminate your access to or use of the Spexigeo Platform or Services or any component thereof: (A) for scheduled maintenance; (B) due to a force majeure event; (C) if we believe that you have violated any provision of these Terms of Use or any other use guidelines we provide to you or are posted on the Website;(D) to address any emergency security concerns; or (E) if required to do so by a regulatory body or as a result of a change in Applicable Law.
(iii) make any modifications or discontinue all or any portion of the Spexigeo Platform at any time (including by limiting or discontinuing certain features the Spexigeo Platform), temporarily or permanently, without notice to Users. We will have no liability for any change to the Spexigeo Platform, including any paid-for functionalities of the Spexigeo Platform, or any suspension or termination of Users’ access to or use of the Spexigeo Platform.
(iv) require you to update third-party software from time to time to use the Spexigeo Platform.
(v) engage third parties, including cloud service providers, to provide the Spexigeo Platform or the Services.
(a) To access certain features of the Spexi Network, you may be required to sign up for a user account and select a username and password login credentials (the “User ID”).
(b) You must keep your User ID secure and agree that you will not grant access to or otherwise share your User ID with any other person.
(c) You must provide us with true, accurate, current and complete information for your User ID. If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Spexigeo Platform.
(d) We reserve the right to disable any User ID issued to you at any time in our sole discretion. If we disable access to a User ID issued to you, you may be prevented from accessing the Spexigeo Platform (or any portion thereof).
(e) We are entitled to act on instructions received through your account. We are not responsible for any actions taken or transactions made to or from your account by any other party using your User ID. You are solely responsible for all use of your User ID and all activities that occur under or in connection with the User ID. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Spexigeo Platform and your account, including terminating your account, changing your password, or requesting additional information to authorize transactions on your account. You agree to be responsible for any act or omission of any users that access the Spexigeo Platform under your User ID, including those that, if undertaken by you, would be deemed a violation of these Terms of Use.
(a) Subscriptions and Credits
(i) Subscriptions. Some of the Services or features thereof may be offered through a subscription. These Terms of Use will govern the placement of any order you make through the Spexigeo Platform for a subscription to such paid Services (each such order, a “Subscription Order”). We will confirm your request by sending an email to the email address you have provided. Your placement of a Subscription Order through the Spexigeo Platform is an offer to purchase the Services ordered, and we may accept your Subscription Order by providing a subscription agreement (the “Subscription Agreement”) for your acceptance and processing your payment through the Spexigeo Platform. Your receipt of an electronic or other form of Subscription Order confirmation does not sign if your acceptance of your Subscription Order, nor does it constitute confirmation of our offer to sell. For any reason, we may decline to accept your Subscription Order or any part of your Subscription Order. No Subscription Order will be considered accepted by us until the applicable Subscription Agreement has been accepted by us and your payment has been processed. If (a) we decline to accept your Subscription Order, (b) one or more elements of your Subscription Order are unavailable, or (c) your Subscription Order cannot be fulfilled for any reason in our discretion, we will attempt to notify you as soon as practicable at the email address you provided. We may require additional verifications or information before considering any Subscription Order.
(ii) We may also make the Services or features thereof available through the purchase of credits(“Credit Orders”). Credits may only be redeemed on the Spexigeo Platform, have no cash value, are non-transferrable and non- refundable. Credits do not expire and can be converted into a subscription at any time. For the avoidance of doubt, the credits do not operate or serve as stored value facilities in any way. Purchases and subscriptions will be subject to additional sales terms made available to you at the time of purchase.
(b) Service Fees. Some of the Services or features there of may be provided with associated fees (“Service Fees”). Such Service Fees will be presented to you when you use the Spexigeo Platform to access such paid Services.
We may change the Service Fees from time to time by posting the changes on the Spexigeo Platform.
(c) To pay for a Subscription Order, Credit Order or Service Fees (together, the “Platform Fees"), you may need to provide us or, if applicable, a third-party payment processor (the “Payment Processor”) with the information necessary to process payment from you, including the billing information requested on the Spexigeo Platform or the applicable Payment Processor's platform. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, if any, in addition to these Terms of Use. We are not responsible for any error by, or other acts or omissions of, any Payment Processor. You may pay the Platform Fees via credit card or any other manner then available on the Spexigeo Platform or applicable Payment Processor's platform. By submitting your payment information to us or the Payment Processor, you authorize us or the Payment Processor to charge the applicable payment method at our or their convenience (but within 30 days of credit card authorization). You represent and warrant that you will not use any credit card or other form of payment unless you have all necessary authorization to do so. We assume that because Platform Fees payments require a valid credit card, only persons aged 18 or over are providing us and/or the Payment Processor with the information requested during the payment process. We and/or the Payment Processor are not liable in the event your children or others acting with or without your permission use your credit card or other means of payment to make purchases on the Spexigeo Platform or the Payment Processor's platform (and to the extent your minor children make any such purchases, you hereby represent and warrant that they are authorized to do so);however, you may report any unauthorized use to us or the Payment Processor, and we and/or the Payment Processor will use reasonable measures within our control to help prevent future unauthorized use of your card. We reserve the right to correct any errors or mistakes that any Payment Processor makes even if it has already requested or received payment.
(i) The terms of your payment will be based on your chosen payment provider and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method. If we, either through the Payment Processor or otherwise, do not receive payment from you, you agree to pay all amounts due on your billing account upon demand.
(ii) You must provide current, complete and accurate information for your billing account. You must promptly update all information to keep your billing account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us if your payment method is cancelled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. Changes to such information can be made in your account settings. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of paid services under your billing account unless you have terminated your paid services in accordance with any applicable Subscription Agreement.
(iii) If the amount to be charged to your billing account varies from the amount you preauthorized (other than due to the imposition or change in the amount of applicable sales taxes), you have the right to receive, and we will provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your payment method of choice. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
(d) Pricing and Services. Subscription and Services options displayed on the Spexigeo Platform may be discontinued or unavailable for any other reason, and prices are subject to change. Except where otherwise indicated, all prices do not include any applicable sales taxes, which will be added to your total purchase price. You are responsible for the payment of any provincial and local sales or use taxes that may apply to the Platform Fees. All Platform fees are non-refundable. We will provide you no less than 7 days' notice prior to implementing a change to our prices.
(a) We may run promotional offers from time to time on the Spexigeo Platform. The terms of any such promotion will be posted on the Spexigeo Platform. Unless otherwise indicated, we may establish and modify, in our sole discretion, the terms of such offer and end such offer at any point. Promotional offers may not be available in your jurisdiction.
(a) You acknowledge that you have reviewed our current Privacy Policy, available at https://www.spexi.com/privacy- policy,which contains important information about our practices in collecting, storing, using and disclosing information about identifiable individuals (“Personal Information”). You further agree that all information you provide to register with the Spexigeo Platform or otherwise, including, but not limited to, through the use of any interactive features on the Website or Mobile App, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy
(a) When you use or view the Spexigeo Platform or send e-mails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e-mail, by text message or by posting notices on the Spexigeo Platform. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be inwriting.
(b) If you create an account to access the Spexigeo Platform, you acknowledge that we will send you service-related e-mails relating to your account, including service updates. Your consent to receive communications and do business electronically, and our agreement to do so, applies to all your interactions and transactions with us. Please keep us informed of any changes in your email or mailing address so that you continue to receive all communications without interruption.
(c) If you are a member of our mailing list you will also receive email communications from us regarding our products, services and initiatives (including collaborations and partnerships). If you do not wish to receive these communications, you can unsubscribe from such promotional e-mails at any time by clicking on the unsubscribe link in any of our e-mail communications. Users who unsubscribe from receiving such promotional communications will continue to receive certain transactional and/or account-related communications.
(d) By using the Spexigeo Platform, you acknowledge and agree that we will be transmitting certain of your Personal Information electronically.
(e) You acknowledge and agree that you are solely responsible for providing us with accurate contact information, including your mobile device number and email address, where we may send communications in accordance with these Terms of Use and our Privacy Policy.
(a) License to User Data You grant us an irrevocable, nonexclusive, worldwide, royalty-free, transferable, sublicensable, and fully paid-up right to access, collect, use, process, store, disclose and transmit, other than the Aerial Imagery, any text, pictures, media, data, information, content records or files or other materials that you load, submit, transmit to or enter into the Spexigeo Platform, or that you otherwise transmit to the Spexigeo Platform in connection with these Terms of Use or the Services (“User Data”) to: (i) provide you with access to the Spexigeo Platform; (ii) exercise our rights and perform our obligations under these Terms of Use, including ensuring you are complying with these Terms of Use and any other use guidelines we provide to you or are posted on the Spexigeo Platform; and (iii) improve and enhance the Spexigeo Platform and our other offerings and benchmark the foregoing and for other purposes to which you consent or are permitted under these Terms of Use
(b) Aerial Imagery. When you use the Spexigeo Platform, you may upload footage captured by a Drone to the Spexigeo Platform (the“Aerial Imagery”).You grant us an irrevocable, nonexclusive, worldwide, royalty-free, transferable, sublicensable, and fully paid-up right to access, collect, use, copy, distribute, process, store, disclose, transmit and prepare derivative works (including Geospatial Products) of and commercially exploit Aerial Imagery you capture through or upload to the Spexigeo Platform. “Geospatial Products” means the content generated by Spexi Geospatial through the Spexigeo Platform by processing and transforming Aerial Imagery, including panoramas, orbits, deep zoom image galleries, orthomosaic maps, digital elevation models, 3D models, computer vision algorithms and 3D point clouds. We retain all right, title and interest in Geospatial Products. If you choose to remove your Aerial Imagery from the Spexigeo Platform, such removal will not affect the Geospatial Products already derived from your Aerial Imagery.
(a) The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection and arrangement thereof) are owned by Spexi Geospatial, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws (“Intellectual Property Rights”). These Terms of Use permit you to use the Spexigeo Platform for your personal, non-commercial use only, or for limited and legitimate business purposes in the context of the Services.
(b) All right, title and interest, including Intellectual Property Rights, in the Spexigeo Platform, the source code in the software we use to provide the Spexigeo Platform (the “Software”) and all other Content(including Geospatial Products) and materials provided by us hereunder, and any updates, adaptation, translation, customization or derivative works thereof, will remain the sole property of Spexi Geospatial (or our affiliates, licensors or third-party suppliers, if applicable).
(c) The Spexigeo Platform and all Content and materials provided by us hereunder are made available or licensed and not “sold” to you.
(d) Subject to these Terms of Use, we grant you a non-exclusive, non-transferable, non-sublicensable and revocable license to use the Spexigeo Platform, including the installation of the Mobile App, in accordance with these Terms of Use.
(e) The Software and all other Content and materials provided by us hereunder, including content we make available through or in the Spexigeo Platform, are protected by copyright in Canada. You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring or selling any of the Spexigeo Platform, the Software or other materials provided by us hereunder, or sharing or granting access in any of the foregoing to any third party for any purpose.
(f) Any use of third-party software provided in connection with the Spexigeo Platform will be governed by such third parties’ licenses and not by these Terms of Use;
(g) “Spexi” is the trade name and mark of Spexi Geospatial Inc. or our affiliates/licensors. Any trademarks, graphics or logos appearing in or on the Spexigeo Platform are the exclusive property of Spexi Geospatial (or its third-party suppliers) and may not be used in any manner without our express written consent.
(h) All rights not expressly granted to you in these Terms of Use are reserved by us.
(a) The Website and its entire contents, features, and functionality (including but not limited to all information, software, te
(a) Your access to and use of certain functionalities provided in or through the Spexigeo Platform may be subject to additional terms and conditions presented to you by us or our service providers. Such additional terms and conditions are incorporated herein by reference. If you do not purchase such additional functionalities or do not agree to such additional terms, you may not have access to, and you should not access or use, those functionalities.
(a) These Terms of Use relate to the Spexigeo Platform only and do not alter in any way the terms or conditions of any other agreement that may apply to your use of the Spexigeo Platform or the Services. For greater certainty, if there is a conflict or inconsistency between the terms and conditions of another written agreement you enter into with us and these Terms of Use, then the provisions of that other agreement will govern to the extent of such conflict or inconsistency.
(a) Operation of Drones. The Spexigeo Platform permits the downloading of imagery from the Third-Party Drone Technologies. Pilots are solely responsible for assessing the suitability of the environment in which the Drone is to be operated, taking into account all risk and environmental factors (including risk to individuals and property, risk to User, risk to environment and risk to the Drone). PILOTS SHOULD AT ALLTIMES MONITOR AND CONTROL ANY DRONE THAT THEY ARE USING TO ADDRESS ANY RISKTHAT MAY ARISE DUE TO ENVIRONMENTAL CONDITIONS, THE DRONE, OR ANY EXTERNALFACTOR (including wildlife, wind, rain, geographical features or others). The Spexigeo Platform is intended to be used by experienced users of Drones who have received training in using such Drone safely. Pilots should not use the Spexigeo Platform to operate Drones if they are not properly trained and qualified to fly any Drones.
(b) Liability for use of Drones. Without limitation, and notwithstanding any other provision of this Agreement, Spexi Geospatial assumes no responsibility for any loss, damage, injury or death due to the misuse of the Spexigeo Platform, lack of compliance by the Pilot with these Terms of Use, or caused by any Drone. Pilot assumes all liability for damages to property and persons arising from any Drone which is used in connection with the Spexigeo Platform. Pilot assumes all liability for improper use of Drones. Pilot is responsible for proper configuration and maintenance of the Drone. Drones are inherently dangerous and should not be used by anyone without professional training and experience. It is the responsibility of the Pilot to decide if the Drone is suitable for its intended use.
(c) Spexi Geospatial Not Responsible for Operation of Drones. The Spexigeo Platform may contain checklists to help highlight best practices, but we do not represent or warrant that these checklists or any other information or prompt provided on the Spexigeo Platform is accurate or complete. As set forth in Sections 18(Disclaimer)and 19 (Limitation of Liability), Spexi Geospatial is not responsible for any losses or damages relating to your use of the Spexigeo Platform, including issues that may be encountered while piloting a flight path planned using the Flight Dashboard.
(d) Aerial Imagery. When you capture Aerial Imagery through or upload Aerial Imagery to the Spexigeo Platform, you represent and warrant that you own all intellectual property rights in the Aerial Imagery and that uploading such Aerial Imagery and the provision of the license set forth in Section 9(b)to such Aerial Imagery does not violate any third party’s intellectual property rights. Furthermore, you represent and warrant that the Aerial Imagery is accurate and authentic.
(e) Using the Spexigeo Platform. You agree to:
(i) use reasonable efforts to prevent unauthorized access to or use of the Spexigeo Platform;
(ii) keep your User IDs and all other login information confidential;
(iii) not register for more than one account except where such accounts are authorized and used on behalf of different organizations, register for an account on behalf of a person (either an individual, group or entity) without such person’s authorization, or register for a new account after your previous account has been terminated;
(iv) monitor and control all activity conducted through your account in connection with the Spexigeo Platform;
(v) upload and disseminate only data to which you own all required rights under law and do so only consistent with Applicable Law;
(vi) promptly notify us if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your account, including any loss, theft, or unauthorized disclosure or use of a User ID or account;
(vii) not use anyone else’s User ID at any time, without the permission of the User ID holder
(viii) not attempt, in any manner, to obtain the password, account, or other security information from any other user; and
(ix) comply with Applicable Law, including all intellectual property, data and privacy laws. Except as authorized by applicable law, you agree not to export, re-export or transfer the Spexigeo Platform or any part thereof to any country, person, entity or end user subject to applicable export controls or sanctions. For greater certainty, you are responsible for complying with all applicable trade restrictions, guidelines, regulations and laws both foreign and domestic.
(a) You will not use the Spexigeo Platform in violation of these Terms of Use, the Documentation or any other use guidelines we provide to you or are posted on the Spexigeo Platform, or of any Applicable Law, or in the case of third-party materials, websites or content accessed through or provided with the Spexigeo Platform, the applicable third-party license agreement. You will not, without our prior written permission, use the Spexigeo Platform for any purpose other than to access and use the Software and Services we make available through the Spexigeo Platform. Without limiting the generality of the foregoing, you further represent, warrant and covenant that you will not (and will not attempt to) directly or indirectly:
(i) disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Spexigeo Platform (e.g., a denial-of-service attack);
(ii) attempt to gain unauthorized access to the Spexigeo Platform, or bypass any measures we may use to prevent or restrict access to the Spexigeo Platform, attempt to circumvent the intended features, functionality or limitations of the Spexigeo Platform, or otherwise use, copy, distribute, or make available the Spexigeo Platform to permit timesharing, service bureau use or commercially exploit the Spexigeo Platform;
(iii) send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the Spexigeo Platform any data, information, pictures, videos, audio or other materials or content that (“User Contributions”): (A) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (B) you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (C) is false, intentionally misleading, or impersonates any other person; (D) is libelous, slanderous, defamatory, bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, graphic or gratuitous violence or political propaganda, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual;(E) is harmful to minors in any way or targeted at minors; (F) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or (G) encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability; (H) discloses or provides information protected under any law, agreement or fiduciary relationship, including proprietary or confidential information of others; or (I) contains information about an identifiable individual, other than as required by us: (Y)to provide support services as further set out on the Website; or (Z) as part of our onboarding process.
(iv) use the Spexigeo Platform in a manner which, in our opinion, would tend to bring the Spexigeo Platform, Spexi Geospatial or any of our trademarks into public disrepute, contempt, scandal or ridicule, would adversely affect Spexi Geospatial’s reputation or goodwill or any of our trademarks, or adversely affect the relationship between Spexi Geospatial and any of our licensors or other users;
(v) use the Spexigeo Platform to store or transmit material that is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, libelous, obscene, or otherwise objectionable or unlawful;
(vi) use the Spexigeo Platform for any activities where the use or failure of the Spexigeo Platform would reasonably be expected to result in death, serious personal injury, or severe environmental or property damage (such as the creation or operation of weaponry);
(vii) use the Spexigeo Platform to transmit, store, or process health or other sensitive personally identifiable information;
(viii) use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Spexigeo Platform or any part there of or otherwise attempt to discover any source code;
(ix) remove or obscure any proprietary notices or labels on the Spexigeo Platform, including brand, copyright, trademark and patent or patent pending notices;
(x) use the Spexigeo Platform or the Content for the purpose of building a similar or competitive product or service;
(xi) perform any vulnerability, penetration or similar testing of the Spexigeo Platform;
(xii) advertise to, or solicit, any user to buy or sell any third-party products or services, or use any information obtained from the Spexigeo Platform to contact, advertise to, solicit, or sell to any user without their prior express consent;
(xiii) use the Spexigeo Platform or any part thereof to distribute, promote or otherwise publish any material containing any solicitation for funds, advertising or solicitation for goods or services, promoting any website, or use any paid advertising platform to promote links that direct to the Spexi Geospatial domain or use the Spexi Geospatial trademark;
(xiv) run Mail list, Listserv, any form of auto responderor “spam” on the Spexigeo Platform, or any processes that run or are activated while you are not logged into the Spexigeo Platform, or that otherwise interfere with the proper working of the Spexigeo Platform (including by placing an unreasonable load on the Spexigeo Platform’s infrastructure);
(xv) publish, market, advertise or in any way distribute the Content;
(xvi) share, transfer or otherwise provide access to an account designated for you to another person;
(xvii) copy or store any significant portion of the Content;
(xix) mirror or frame the Spexigeo Platform or any Content, place pop-up windows over its pages, or otherwise affect the display of its pages; or
(xx) authorize, permit, enable, induce or encourage any third party to do any of the above.
(a) All User Contributions must comply with these Terms of Use and the Privacy Policy.
(b) Any User Contribution you post to the Website or on the Mobile App will be considered non-confidential and non- proprietary. By providing User Contribution on the Spexigeo Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
(c) You represent and warrant that: (1) you own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, and (2) that all of your User Contributions do and will comply with these Terms of Use.
(d) You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Spexi Geospatial, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Spexigeo Platform
(e) We do not guarantee the confidentiality of any communications made by you through the Spexigeo Platform. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Spexigeo Platform.
(f) Monitoring, Enforcement and Termination. We have the right to:
(i) Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
(ii) Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Spexigeo Platform or the public, or could create liability for Spexi Geospatial.
(iii) Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
(iv) Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use oft he Spexigeo Platform
(v) Terminate or suspend your access to all or part of the Spexigeo Platform for any or no reason, including without limitation, any violation of these Terms of Use.
(a) You agree that any suggestion or idea provided by you (such suggestions or ideas, “Feedback”) will not be treated as confidential, and nothing in these Terms of Use will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to you. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Spexigeo Platform or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise. You will not have any claim, including claims based upon invasion of privacy, defamation or right of publicity, arising out of any use, alteration, blurring, distortion or use incomposite form of any Feedback. Except as prohibited by law, you hereby waive, and you agree to waive, any moral and author’s rights (including attribution and integrity) that you may have in any Feedback, even if it is altered or changed in a manner not agreeable to you.
(a) The Spexigeo Platform may include links or access to third-party content, websites, or services. Likewise, we may allow you to access the Spexigeo Platform from third-party systems. We do not endorse any third-party content, websites, services, or systems, or guarantee or warrant their quality, durability, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third-party content, websites, services, or systems are not under our control, and if you choose to access any such content, websites, or services, or to access the Spexigeo Platform from such systems, you do so entirely at your own risk. You acknowledge that you may be required to accept terms of use applicable to third party content, websites, services, or systems and agree to accept and comply with any such terms of use.
(b) Your interactions with organizations and/or individuals found on or through the Spexigeo Platform, including payment and delivery of goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You agree that to the fullest extent permitted by applicable law that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
(a) Your access to the Spexigeo Platform and use of Content is strictly at your own risk. We do not guarantee or warrant that the Spexigeo Platform is compatible with your computer system or mobile device or that the Spexigeo Platform, or any links from the Spexigeo Platform, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system and/or mobile device, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system and/or mobile device that may be necessary as a result of your use of the Spexigeo Platform.
(a) THE LAWS OF CERTAIN JURISDICTIONS, WHICH MAY INCLUDE QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME ORALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF USE (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS. TOTHE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR CONDITION, THE SCOPE AND DURATION OF SUCH WARRANTY OR CONDITION WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.
(b) TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, YOU ACKNOWLEDGE, UNDERSTAND, AND
AGREE THAT THE PLATFORM ANDTHE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WEDISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITHRESPECT TO THE PLATFORM AND THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORYOR COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, DURABILITY, COMPATIBILITY, TITLE, SECURITY,RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, CURRENCY, TIMELINESS, INTEGRATION, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON- INFRINGEMENT, AND/OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, AND/OR THAT THE PLATFORM AND THE SERVICES ARE OR WILL BE ERROR-FREEOR WILL OPERATE WITHOUT INTERRUPTION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD PARTY COMMUNICATIONS AND ANY THIRD-PARTY MATERIALS, WEBSITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH THEPLATFORM. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS, WEBSITES OR CONTENT IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY.
(a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR PARENTS, SUBSIDIARIES OR AFFILIATES AND OUR ANDTHEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS,AGENTS, LICENSORS, LICENSEES AND SERVICE PROVIDERS AND ITS AND THEIR SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “SPEXI PARTIES”),BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICTLIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, INCIDENTAL,CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOST PRODUCTION, REVENUE, PROFITS, USE OR DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES (COLLECTIVELY, “LOSSES”), IN EACH CASE, WHETHER OR NOT WE WEREADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROMOR RELATED TO THE PLATFORM OR SERVICES OR THE INABILITY TO MAKE USE OF THEPLATFORM, OR THESE TERMS OF USE, INCLUDING, FOR CLARITY, ANY LOSSES RESULTING FROM THE ACCESS, COLLECTION, USE, PROCESSING, STORING, DISCLOSING OR TRANSMITTING OF API DATA OR FINETUNING DATA BY THIRD PARTIES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM.
(b) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE PLATFORM OR THE SERVICES, EXCEED THE GREATER OF (i) CAD $500; OR (ii) THE TOTAL AMOUNT PAID BY YOU PURSUANT TO THESE TERMS OF USE IN THE 6-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILLNOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
(c) Without limiting the foregoing, under no circumstances will any of the Spexi Geospatial Parties be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our or their reasonable control, including Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, pandemics, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.
(a) You will defend, indemnify and hold harmless the Spexi Geospatial Parties from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:
(i) your use (or the use by any third party using your User ID) of the Spexigeo Platform (except to the extent prohibited by law);
(ii) your breach of any provision of these Terms of Use or any documents referenced herein;
(iii) your violation of any law or the rights of a third party (including Intellectual Property Rights);
(iv) your User Data; or
(v) any viruses, Trojan horses, worms, time bombs, spyware, malware, cancelbots or other similar harmful or deleterious programming routines input by you into the Spexigeo Platform.
(b) We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise
subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. You agree that the provisions in this section will survive any termination of your account, the Terms of Use or your access to the Spexigeo Platform.
(a) TO THE EXTENT PERMITTED BY LAW, any controversy, claim or dispute arising out of, relating to, or in respect of these Terms of Service, including their negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any party, or the rights, duties or obligations of any party derived from or associated with these Terms of Use (a “Dispute”), will be handled according to the provisions set out below.
(b) We are available by email to address any concerns you may have regarding your use of the Spexigeo Platform. Most concerns may be quickly resolved in this manner.
(c) If we and you do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution is pursued pursuant to the “Initial Dispute Resolution” section above then the Dispute will be referred to and determined by a single arbitrator in a final and binding arbitration administered under the rules of ADR Institute of Canada, Inc.’s Arbitration Rules. If the parties to the Dispute have not agreed up on the arbitrator within 14 days, the parties will ask the ADR Institute of Canada, Inc. to appoint a single arbitrator. The seat of the arbitration will be the same as the provincial or territorial law governing these Terms of Use. The arbitration will be heard in Vancouver, British Columbia. The costs and expenses of the arbitrator will be shared equally between the parties to the Dispute. The parties have no right of appeal from any award of the Arbitrator, whether characterized as final, interim, interlocutory or partial. All Disputes referred to arbitration (including the scope of these Terms of Use to arbitrate, the law relating to the enforcement of these Terms of Use to arbitrate, any relevant limitation periods, the law governing the procedure of the arbitration, the law relating to available remedies, set-off claims and conflict of laws rules) will be governed by the law of the seat, and the parties hereby irrevocably consent to venue in Vancouver, British Columbia, and to the jurisdiction of competent courts in the capital of the seat for all litigation that may be brought, subject to the requirements for arbitration hereunder, with respect to the terms of, and the transactions and relationships contemplated by, these Terms of Use. Notwithstanding this provision, either party may take such steps as are permitted or required to enforce an award made by an arbitrator. The existence of the arbitration and any element of the arbitration, including any award, will be confidential. The deemed undertaking rule will apply. No document or other evidence or information prepared for or produced by or on behalf of the parties to the Dispute will be disclosed to any non-party to the arbitration. You agree that you will not contest venue, and you waive any rights you may have to initiate, transfer, or change the venue of any litigation arising from or related to these Terms of Use.
(d) Class Action Waiver TO THE EXTENT PERMITTED BY LAW, you further agree that any lawsuit or arbitration will be conducted in your individual capacity only and not as a class action or other representative action, and you expressly waive the right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above will be deemed null and void in its entirety and the parties will be deemed to have not agreed to arbitrate disputes.
(a) Choice of Law. To the extent permitted by law, these Terms of Use will be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein (without giving effect to any principles of conflicts of law), and such laws apply to your access to or use of the Spexigeo Platform notwithstanding your physical location. You will only use the Spexigeo Platform in jurisdictions where the Spexigeo Platform may lawfully be used. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Vancouver, British Columbia in all disputes arising out of or relating to the use of the Spexigeo Platform. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of Intellectual Property Rights or confidentiality obligations in any appropriate jurisdiction.
(b) Entire Agreement. These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Spexigeo Platform and the Services. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
(c) Order of Precedence. In the event and to the extent of an inconsistency or conflict between any of the provisions of these Terms of Use, including its schedules and appendices and any other documents incorporated herein by reference, the conflict or inconsistency shall be resolved by giving those provisions and documents the following order of descending precedence: (i)these Terms of Use; (ii) the Documentation.
(d) Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
(e) Severable. Severable. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.
(f) Assignment. Assignment. You may not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section will be null and void. The terms of these Terms of Use will be binding upon permitted assignees. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
(g) References. For purposes of these Terms of Use, (a) the words "include", "includes", and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein", "hereof"," hereby", "hereto", and "hereunder" refer to these Terms of Use as a whole; (d) whenever the singular is used herein, the same includes the plural, and whenever the plural is used herein, the same includes the singular, where appropriate. These Terms of Use shall be construed without regard to any presumption or rule requiring
construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
(h) English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
(a) If you have any questions or comments regarding these Terms of Use, please contact us at info@spexigeo.com