This Spatial Engage User Agreement ("Agreement") is made by and between Spatial Technologies Canada, trading as Spatial Engage ("Provider") when the Customer is located in any jurisdiction outside of Australia and New Zealand and Spatial Tech Australia, trading as Spatial Engage ("Provider") when the Customer is located in Australia or New Zealand, and the undersigned customer ("Customer") (collectively, the "Parties").

Thank you for selecting Spatial Engage as your promotion and community engagement partner. By paying your first month's subscription, you agree to the following terms and conditions.

Definitions

Effective Date: Date of sign-up

Renewal date: 1 month after the initial payment and each month thereafter, or the closest business date that applies.

Initial Term: 1 month if signing up with the monthly rate, or a commitment of 12 months if signing up for the annual rate (charged monthly or annually). The annual commitment of 12 months will be renewed yearly to benefit from the annual rate.

1. Services

Provider shall supply the Spatial Engage software service ("Service") to Customer in accordance with the terms of this Agreement.

2. Terms

This Agreement commences on the Effective Date and continues for the agreed Initial Term. It will automatically renew for successive one (1) month periods ("Renewal Term") unless terminated by either Party with thirty (30) days' written notice before the end of the Initial Term or any Renewal Term.

3. Fees

The monthly fee for the service is based on the attached provider's pricing schedule. Fees are due and payable monthly in advance. This contract is secured by a credit card provided by the Customer, which will be charged on the renewal date each month.

4. Early Termination

If Customer terminates this Agreement before the end of the Initial Term, Customer must pay the fees due for the remainder of the Initial Term.

5. Use Of Service

Customer shall not use the Service for any illegal or immoral purposes. Breach of this provision constitutes a material breach of this Agreement. Spatial Engage may cancel the Customer’s service for what it deems to be inappropriate or abusive use of the product.

6. Data Use And Privacy

Customer consents to Provider using data collected through the Service for analysis and the provision of value-added services, under the conditions that:

• a. Confidentiality of Data: Provider will maintain all collected data's confidentiality as diligently as its own confidential information.
• b. Privacy and Identity Protection Provider will safeguard collected data against unauthorized access or use, upholding privacy and identity.
• c. Anonymization : Where applicable, data will be anonymized to prevent identifiable information disclosure unless required by law or agreed upon.
• d. Compliance with Laws: Both Parties will comply with all relevant data protection, privacy, and security laws and regulations.

7. Cancellation

After the Initial Term, if on the monthly payment amount, Customer may cancel the Service by providing at least thirty (30) days' written notice to Provider

If the customer is on an annual payment amount (charged monthly or annually), the customer must cancel within 30 days of renewal or pay any remaining fees due for the entire year subscription.

8. Business Use

The signing party confirms they are acting on behalf of a business entity and have authority to bind said entity to this Agreement's terms.

9. Confidentiality

Both Parties agree to keep confidential information exchanged under this Agreement confidential and use it solely for Agreement-related purposes.

10. Limitation of Liability

Except for gross negligence or willful misconduct, neither Party is liable for indirect, special, incidental, punitive, or consequential damages arising from this Agreement.

11. Dispute Resolution

Disputes under this Agreement will first be attempted to be resolved through negotiations. Unresolved disputes will go to binding arbitration per the rules of the American Arbitration Association (for US customers), the Canadian Arbitration Association (for Canadian customers), the Australian Centre for International Commercial Arbitration (for Australian customers), or the Arbitrators’ and Mediators’ Institute of New Zealand (for New Zealand customers).

12. Compliance and Regulations

Customer commits to complying with all relevant laws and regulations in their Service use, especially concerning data privacy and protection.

13. Intellectual Property

Unless expressly agreed between the Parties in writing, all data, developments, and intellectual properties generated through the use of the Service shall revert to the Provider.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the following jurisdictions, based on the Customer's location:

• a. Australia or New Zealand: The laws of Queensland, Australia.
• b. Canada or the United States: The laws of Ontario, Canada.
• c. Any other location: The laws of Ontario, Canada.

15. Free Plan User Terms

For users accessing the Service under a free plan:

• a. Limited Access: Free users will have limited access to the Service features as specified by the Provider.
• b. Data Retention: Data generated by free users may be subject to deletion after a certain period or upon account inactivity, as determined by the Provider.
• c. Upgrade Option: Free users may upgrade to a paid plan at any time to access additional features and data retention benefits.
• d. Termination: Provider reserves the right to terminate free user accounts at any time with or without notice, especially in cases of inactivity or misuse.
• e. No Warranty: The Service is provided "as-is" for free users with no warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

16. Invited User Terms

For users invited to use the Service by another user of the same organization:

• a. Access and Use: Invited users will have access to the Service based on the permissions and limitations set by the inviting colleague or organization.
• b. No Direct Fees: Invited users will not be charged directly; any fees related to their access and use will be covered by the inviting party's subscription plan.
• c. Data Use: Invited users' data will be treated in accordance with the same privacy and data use policies outlined in Section 6.
• d. Termination of Access: The Provider or the inviting party may terminate an invited user's access at any time, with or without notice.
• e. Compliance: Invited users must comply with all terms of this Agreement and any additional guidelines or policies provided by the inviting party.

17. Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral, relating to its subject matter. The Provider reserves the right to vary these conditions without notice to the customer.