You agree to be bound by these “Terms of Service” (these “Terms”) of vSpatial, Inc., a Delaware corporation (“vSpatial,” “we,” “us,” and “our”), any time you access our website, our software (“Software”), and any of our other products or services located on our website or through the Software (together the website, Software, and services that support either is referred to as the “Services”). Your use of the Services is subject to acceptance of and compliance with these Terms. “Use” or “using” means to access, install, download, copy, or otherwise benefit from using the functionality of the Services. If you do not agree to these Terms, do not use the Services. Each time you use the Services, the current version of these Terms will apply. The current version of these Terms will always be available on the website.

Your use of the Services is also subject to our Privacy Policy, available on our website and incorporated into these Terms by reference. In addition, you agree to abide by our rules, policies, and procedures which we may publish in conjunction with the Services from time to time. We reserve the right and without notice to change these Terms. If you have questions regarding these Terms, please contact us at contact@vspatial.com.

THIS IS A LEGALLY BINDING AGREEMENT. IF YOU DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO BE BOUND BY IT AND THE PRIVACY POLICY REFERENCED HEREIN, YOU MUST IMMEDIATELY LEAVE OUR WEBSITE AND YOU ARE NOT AUTHORIZED TO ACCESS OR USE ANY OF THE SERVICES. BY ACCESSING OR USING THE SERVICES, YOU CONFIRM THAT YOU ARE AT LEAST 18 YEARS OLD, THAT YOU ARE LEGALLY ABLE TO ENTER THIS AGREEMENT, AND THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT.
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When used in thisAgreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined.

Software
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"Software" means all of the contents of the downloads, files, disk(s), CD-ROM(s) or other media containing vSpatial software with which these Terms are applicable, including but not limited to(A) registration information, i.e. license key which is unique for Your registration name; (B) related explanatory written materials or files ("Documentation"); and (C) Software setup files including the vSpatial desktop and mobile applications and code samples (if any); and (D) any upgrades, modified versions, updates, additions, and copies of the Software, if any, provided to You by Us now or in the future (collectively, "Updates").

License
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vSpatial, as the licensor, grants You, as the licensee, a non-exclusive right to use the Software under these Terms. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. vSpatial reserves all rights not expressly granted to You. vSpatial retains the ownership and copyright in and to the Software.

As part of this license, You agree that the Software may download and install Updates, and additional features from Us in order to improve, enhance, and further develop the Software.

Further, You agree to receive marketing and other communications from us regarding the Services.We will enable you, at your choice, to opt out of certain types of communications.

Subject to Your compliance with theseTerms, vSpatial grants You a non-exclusive, limited, revocable, non-transferable license to use the Software solely as follows:

The Services allow creation, transmission, and storage of content generated by You and the following terms apply.

“Content” means all visual, written, or audible communications, files, data documents, videos, recordings, or any other material displayed, posted, uploaded, stored, exchanged, or transmitted on or through Your use of the Services. You retain ownership of any intellectual property rights that you hold in the Content. We will not monitor Content, except: (i) as needed to provide, support, or improve the Services; (ii) investigate potential or suspected fraud, abuse, misuse, or unlawful activities; (iii) where instructed or permitted by you; or(iv) as otherwise required by law or to exercise or protect our legal rights.

You are solely responsible for your Content and your use of the Services. We are not liable to you for any loss or damages arising from any Content. We do not endorse and have no control over the Content used in connection with the Services. We cannot guarantee the accuracy of anyContent provided by you or by other users.

Termination

These Terms are effective until terminated. Your rights under this License will terminate by vSpatial automatically without notice if You fail to comply with any provisions of theseTerms and or other wise fail to pay the fees and charges, if any, payable to vSpatial and associated with Your use of the Services. Upon the termination, You shall cease all use and destroy, remove or delete all copies, full or partial, of the Software onYour computer or device and otherwise in Your possession or control

Indemnification
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You agree to indemnify and hold harmless vSpatial, our affiliates and our and their officers, directors, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees, and third party service providers (collectively, the “Indemnitees”) from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees (collectively, “Claim(s)”), that actually or allegedly result from your information, use of the Services, or your breach of this Terms
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Warranty Disclaimer
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YOU EXPRESSLY AGREE THAT THE SERVICES ARE AVAILABLE ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THAT YOUR USE THEREOF IS AT YOUR OWN RISK.WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED,INCLUDING, WITHOUT LIMITATION, ANY (I) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (II)WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (III) WARRANTIES RELATING TO DELAYS,INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE SERVICES, OR ANY PART THEREOF, (IV)WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICES, (V)WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA, AND ANY OTHER WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTSOR OMISSIONS BY US. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. IN ADDITION,YOU ACKNOWLEDGE AND AGREE THAT OUR WARRANTY DOES NOT COVER TELECOMMUNICATIONS OR INTERNET OUTAGES CAUSED BY THIRD PARTIES OR OTHERWISE OUTSIDE OF OUR CONTROL. THE SERVICES MAY BE LIMITED BY MANY FACTORS, INCLUDING INHERENT RISKS OF THE INTERNET.
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Limitation of Liability
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TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL VSPATIAL BE LIABLE TO YOU OR A THIRD PARTY FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER. THIS INCLUDES, WITHOUT LIMITATION, DAMAGES FOR LOSSOF PROFITS, LOSS OF DATA OR INFORMATION, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE OR SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE SOFTWARE HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF VSPATIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.REGARDLESS, IN NO EVENT SHALL VSPATIAL TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Intellectual property
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The Services are protected by copyrights, trademarks, patents, trade secrets, and other intellectual property and proprietary rights (collectively, “Intellectual Property Rights”), and any unauthorized use of the same violates these Terms and may violate applicable law. Except as expressly provided herein, we do not grant you any express or implied right to use the Services.In addition, you agree not to take any action that may infringe on our Intellectual Property Rights.

Governing law
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These Terms will be governed by and construed in accordance with the laws of the State ofTexas, excluding its conflict of law principles. These Terms shall not be governed by the United Nations Convention onContracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect. The federal or state courts located in Collin County, Texas, USA shall be the exclusive jurisdiction and venue for all legal proceedings. To the maximum extent permitted by law, You hereby consent to the jurisdiction and venue of such courts and waive any objections to such jurisdiction and venue.
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Complete agreement and severability
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These Terms constitute the entire agreement between You and vSpatial relating to the use of theServices and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of these Terms will be binding, provided vSpatial reserves the right to make changes as specified herein. If any term or provision of these Terms is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity of enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation.