Spatial Corp. ("Spatial", "us", or "we") provides in connection with the Spatial website, located at http://doc.spatial.com/, a product documentation site or sites for the users of Spatial’s products (the "Product Documentation Site"). The services offered by Spatial include the Product Documentation Site and any other features or content offered from time to time by us in connection with the Product Documentation Site collectively, (the "Services").
If you sign up for additional services that are governed by additional terms and conditions, we will inform you accordingly when you sign up. Such additional services will be governed by the additional terms and conditions and, unless otherwise provided by such additional terms and conditions, they are hereby incorporated into this Agreement by reference.
1.0 YOUR ACCOUNT
In order to actively participate in the Product Documentation Site, rather than simply browse the site, you must create a Product Documentation Site User account ("Account") by registering on the website.
By using the Services, either as a Visitor, or User, you represent and warrant that (as applicable):
- (a) all required registration information you submit is truthful and accurate;
- (b) you will maintain the accuracy of such information;
- (c) you are eighteen (18) years of age or older; and
- (d) your use of the Services does not violate any applicable law or regulation or the terms of this Agreement. Your Account may be deleted without warning if we believe that you are younger than eighteen (18).
When you sign up to become a User, you will also be asked to choose a username and a password for your Account. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the Account, username, or password of another User at any time. You agree to notify us immediately if you suspect any unauthorized use of your Account or access to your password. You are solely responsible for any and all use of your Account.
This Agreement shall remain in full force and effect while you are a Visitor. This Agreement shall remain in full force and effect while you are a User unless and until your Account is terminated as provided herein. You may delete your Account and end your registered Account as a User at any time, for any reason by emailing email@example.com.
Spatial may terminate your Account if
- (i) you are in breach of this Agreement;
- (ii) if Spatial decides in its sole discretion to stop providing the applicable Services; or
- (iii) for any or no reason by giving you thirty (30) days notice by sending an e-mail to you at the e-mail address in your Account;
- (iv) there is no activity on your Account for a period of 12 months or longer, such termination to take place without notice.
You understand that any termination of this Agreement and your Account involves deletion of your Account information from our live databases and all the information and Content (as defined in Section 2 below) stored for such Account. Spatial will not have any liability whatsoever to you for any termination of your Account or related deletion of your information or Content. We may modify, suspend or discontinue the Services at any time, for any reason, at our sole discretion.
1.4 Backup of Content
We are not obligated to backup any Content that is posted on the Services. You are solely responsible for creating backup copies of and replacing any Content you post or store on the Services at your sole cost and expense.
2.0 PROPRIETARY RIGHTS
2.1 Content Ownership
We do not claim ownership in any "Content" on pages not marked with Spatial copyright [which means, without limitation, any and all information, data, results, ideas, plans, postings, messages, sketches, opinions, text, files, links, images, photos, inventions (whether or not patentable), models, notes, works of authorship, feedback, or other materials] that is uploaded, provided or otherwise transferred to the Services ("posted"), but to be able to legally provide you and other Visitors and Users with the Services, we have to have certain rights to store Content you post in connection with the Services for you and to make it available to other Visitors and Users. In return, we also make the Content of other Users available to you through the Services, if you are a Visitor or User, as set forth below in Subsection 2.3.
2.2 Your Content
By posting any Content to the Services, you hereby grant us a worldwide, perpetual, non-exclusive, fully-paid and royalty-free license to store such Content and make it available through the Service to every Visitor and User of the Services. You should only upload Content to the Services that you are comfortable sharing under the terms and conditions set forth herein with every Visitor and User.
2.3 Other User’s Content
The Services will contain Content posted by other Users. Such Users and/or other third parties own and retain all proprietary rights in such Content. Content of Users can generally be accessed by every Visitor and User of the Services, subject to the terms and conditions of this Agreement. You acknowledge that all the intellectual property rights in the Content (other than the Content you provide) are owned by the User who submitted such Content, or a third party. Any rights you have in the Content of others must be agreed upon by you and the owner of such Content and not between Spatial and you. Spatial solely provides you and other Visitors and Users a Product Documentation Site which can be used to share such Content with other Visitors and Users
- (i) under the rules and conditions of this Agreement and
- (ii) for use apart from use on the Product Documentation Site, under the rules and conditions agreed upon between you and other Visitors and Users.
Your interactions with other Visitors and Users on and through the Services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other Visitor and User. You agree that Spatial will not be responsible for any loss or damage incurred as the result of any such dealings or with respect to any other Visitor’s or User’s use or disclosure of your Content and personally identifiable information. If there is a dispute between you and any third party (including any Visitor or User), we are under no obligation to become involved; however, we reserve the right, but have no obligation, to monitor disputes between you and any such party. Notwithstanding the foregoing and except for Content owned by you, that are in the public domain, or for which you have been given permission by the respective owner, you agree not to use, reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, disclose to any third party, or create derivative works based on the Content.
2.4 Spatial’s Content and the Services
You acknowledge that all the intellectual property rights in the Services and any Content provided by Spatial ("Spatial Content") are owned by Spatial, or Spatial’s licensors. You agree not to reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, or create derivative works based on the Services or Spatial Content and except as expressly permitted under this Agreement, you agree not to rent, lease, loan, or sell access to the Services or Spatial Content. Spatial grants you a limited license to reproduce portions of the Spatial Content solely for your personal, non-commercial, and information use only. All copyright and other proprietary notices on any Spatial Content must be retained on any copies. Any unauthorized reproduction or modification, distribution, or performance of any Spatial Content is strictly prohibited. Spatial and its licensors reserve all rights not granted in this Agreement.
3.0 ACCEPTABLE USE AND CONDUCT
You are solely responsible for any and all Content that is posted by or through your Account on the Services, including any e-mail, and for your interactions with any other Visitor and User.
3.1 Prohibited Content
You agree that you will not post any Prohibited Content. "Prohibited Content" includes Content that:
- (i) is offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
- (ii) bullies, harasses or advocates stalking, bullying, or harassment of another person;
- (iii) involves the transmission of "junk mail", "chain letters," or unsolicited mass mailing, or "spamming,";
- (iv) is false or misleading or promotes, endorses or furthers illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
- (v) infringes another person\’s Content without a license to do so, whether or not the intellectual property is registered (or filed for registration) in any country;
- (vi) promotes, copies, performs or distributes an illegal or unauthorized copy of another person’s work, whether it is protected by copyright or trade secret law, or not, such as, without limitation, presenting the work of a third party as your own (plagiarism), providing stolen or illegally obtained Content, providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protection devices, or providing pirated music, videos, or movies, or links to such pirated music, videos, or movies;
- (vii) is involved in the exploitation of persons under the age of eighteen (18) in a sexual or violent manner, or solicits personal information from anyone under eighteen (18);
- (viii) provides instructional information about illegal activities such as, without limitation, making or buying illegal weapons or substances, violating someone’s privacy, or providing or creating computer viruses and other harmful code;
- (ix) solicits passwords or personally identifying information for commercial or unlawful purposes from other Users;
- (x) except as expressly approved by us, involves commercial activities and/or promotions such as contests, sweepstakes, barter, advertising, or pyramid schemes;
- (xi) contains viruses, Trojan horses, worms, time bombs, or similar software; or
- (xii) otherwise violates the terms of this Agreement or creates liability for us. You represent and warrant that:
- (a) you own the Content posted by you on the Services or otherwise have the right to grant the license set forth in this Agreement and
- (b) your Content does not violate the privacy rights, publicity rights, copyright rights, or other rights of any person.
Any use of the Services in violation of this Agreement may result in, among other things, immediate termination or suspension of your rights to use the Services. In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect our systems, customers, and other Visitors and Users, or to ensure the integrity and operation of our business and systems, we may access and disclose any information and Content we consider necessary or appropriate, including, without limitation, Account information (i.e. name, e-mail address, etc.), IP addressing and traffic information, usage history, and posted Content.
3.3 Enforcement by Us
We have the right (but not the obligation) to review any Content and delete (or modify) any Content that in our sole judgment violates this Agreement or which is Prohibited Content, or may otherwise violate the rights, harm, or threaten the safety of any Visitor, User, or any other person, or create liability for us or any Visitor or User. We reserve the right (but have no obligation) to investigate and take appropriate legal action in our sole discretion against you if you violate this provision or any other provision of this Agreement, including without limitation, removing the Prohibited Content from the Services (or modifying it), terminating your Account, reporting you to law enforcement authorities, and taking legal action against you.
3.4 Non-Commercial Use
The Services are for the personal use of Visitors and Users only and may not be used to promote any commercial endeavors or to provide any professional services to any third party, except those that are specifically approved in writing by us or in connection with Services expressly designated for commercial use. You will not engage in advertising to, or solicitation of, any Visitor or User to buy or sell any products or services through the Services. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from your Content without notice and may result in suspension or termination of your Account.
3.5 No Disruption
You will not:
- (i) cover or obscure the banner advertisements on your Account page, or any web page that is part of the Services via HTML/CSS, scripting, or any other means,
- (ii) interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services;
- (iii) without Spatial’s express written permission, introduce software or automated agents to the Services so as to produce multiple accounts, generate automated messages, or to strip or mine data from the Services; or
- (iv) interfere with, disrupt, or modify any data or equipment to manipulate the location-based functionality of the Services.
You will not attempt to impersonate another Visitor, User, or person, including any of our employees. You will use the Services in a manner consistent with any and all applicable laws and regulations.
4.0 OTHER USERS AND THIRD PARTIES
4.1 Third Party Content
Content from other Users and third parties will be made available to you through the Services. Because we do not control such Content, you agree that we are not responsible for any such Content. Because we do not have control over such Content, we make no guarantees about the accuracy, currency, suitability, or quality of the information in such Content, and we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful Content made available by other Users, and third parties.
4.2 User and Visitor Interaction
You will not use any Content and other information obtained from the Services in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any Visitor or User without their prior explicit consent. In order to protect our Visitors and Users from such advertising or solicitation, we reserve the right to restrict the number of communications which a User may send to other Users and the sharing of any Content in any twenty-four (24) hour period to a number and amount which we deem appropriate in our sole discretion.
4.3 Third-Party Websites
The Services might contain links to third-party websites ("Third-Party Websites")
- (a) placed by us as a service to those interested in this information; or
- (b) posted by other Users.
You use all such links to Third-Party Websites at your own risk. We do not monitor or have any control over, and makes no claim or representation regarding Third-Party Websites. To the extent such links are provided by us, they are provided only as a convenience, and such link to a Third-Party Website does not imply our endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Website. We accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of Third-Party Websites, or websites linking to the Product Documentation Site. When you leave the Product Documentation Site, our terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Website, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
5.0 COPYRIGHT POLICY
It is our policy to terminate Account privileges of any User who infringes copyright upon prompt notification to us by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:
- (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- (ii) a description of the copyrighted work that you claim has been infringed;
- (iii) a description of where the material that you claim is infringing is located on the Services;
- (iv) your address, telephone number, and e-mail address;
- (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for our Copyright Agent for notice of claims of copyright infringement is as follows:
- Spatial Corp.
- Attn: Copyright Agent
- 310 Interlocken Parkway, Suite 200
- Broomfield, CO 80021-3468
- e-mail: firstname.lastname@example.org
We make reasonable efforts to protect your Account and data through the design of the Services as well as technical means, but no company, including Spatial, can fully eliminate security risks connected to handling data on the internet and you acknowledge, understand and agree that Spatial therefore cannot and does not guarantee the security of your data while it is transmitted over the Internet or stored on the Services.
THE SERVICES ARE PROVIDED "AS-IS" AND AS AVAILABLE. WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT:
- (A) THE SERVICES WILL MEET YOUR REQUIREMENTS;
- (B) THE SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR
- (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
8.0 LIMITATION ON LIABILITY
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO TEN US DOLLARS ($10). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
You hereby release us, our officers, employees, agents and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind including, without limitation, personal injuries, death, and property damage, that is either directly or indirectly related to or arises from:
- (i) any interactions with other Visitors and Users,
- (ii) any incorrect or inaccurate Content (including any information in Accounts) posted on the Services, whether caused by Users or by any of the equipment or programming associated with or utilized in the Services, or
- (iii) conduct of any Visitor or User of the Services.
If you are a California resident, you hereby waive California Civil Code Section 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
This Agreement may be modified by us from time to time. If we make material changes to the Agreement, we will notify you by sending an e-mail to your e-mail address, as specified in your Account. You agree that such amended Agreement will be effective thirty (30) days after being sent to you, and your continued use of the Services after that time shall constitute your acceptance of the amended Agreement.
10.2 Force Majeure
Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, war, terrorism, governmental act, failures of common carriers (including Internet service providers), acts of God, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.
The provisions under Sections 2, 3, 4, 5, 7, 8, 9, and 10 will survive termination of this Agreement for any reason.
You agree to defend, indemnify, and hold us, our subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney’s fees, made by any third party due to or arising out of your use of the Services in violation of this Agreement and/or arising from your breach of any provision of this Agreement.
10.5 U.S. Export Controls
No software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. By downloading or using any software, you represent and warrant that such download or use is not in violation of any such law.
10.6 Governing Law and Arbitration
This Agreement shall be governed by the laws of the State of Colorado without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the state courts and federal courts located within the State of Colorado for the purpose of litigating all such claims or disputes. Any claim or dispute in connection with this Agreement shall be resolved in a cost effective manner through binding non-appearance-based arbitration. The arbitration shall be initiated through an established alternative dispute resolution provider mutually agreed upon by the parties. The alternative dispute resolution provider and the parties must comply with the following rules:
- a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration;
- b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and
- c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.
This Agreement constitutes the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Please contact us with any questions regarding this Agreement by e-mailing us at: email@example.com.
10.8 Copyright/Trademark Information
Copyright © 2003 – 2012, Spatial Corp. All rights reserved.
ACIS and SAT are registered trademarks of Spatial Corp. The trademarks, logos and service marks ("Marks") displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.