Master Terms of Service

These Master Terms of Service (“Terms”) are entered into between 18192707 Canada Inc., operating as Spatialis OS (“Spatialis OS,” “we,” “us,” or “our”), and the organization or individual accessing or using the Service (“Customer,” “you,” or “your”), and govern access to and use of the Spatialis OS application and related services (the “Service”). By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.

1. Eligibility

The Service is intended for business use. You must be at least 18 years old and able to form a binding contract to use the Service. By using the Service, you represent that you meet these requirements.

2. Account Registration & Security

When creating an account, you agree to:

• Provide accurate, current, and complete registration information.
• Maintain the confidentiality of your login credentials.
• Be responsible for all activity that occurs under your account.
• Promptly notify us at support@spatialisos.com of any unauthorized access or security incident.

3. Subscription, Fees & Billing

• Fees. Access to the Service is provided on a subscription basis at the pricing and billing frequency set out in your order form, in-app selection, or the Website’s pricing page.
• Billing cycle & renewal. Unless otherwise agreed in writing, subscriptions renew automatically for successive terms equal to the original subscription period, at then-current pricing, unless either party cancels before the renewal date.
• Price changes. We may change our fees prospectively by providing at least 30 days’ notice before the change takes effect on renewal.
• Payment. Fees are billed to the payment method on file and processed by our third-party payment processor. Fees are non-refundable except as required by law or expressly stated in your order form.
• Taxes. Fees are exclusive of applicable taxes, which you are responsible for unless you provide a valid exemption certificate.
• Non-payment. We may suspend or terminate access to the Service if fees remain unpaid after notice and a reasonable opportunity to cure.

4. License Grant & Restrictions

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during your subscription term. You agree not to:

• Copy, modify, or create derivative works of the Service.
• Reverse engineer, decompile, or disassemble the Service, except where prohibited by applicable law.
• Resell, sublicense, rent, or provide the Service to third parties outside your organization.
• Use automated means to scrape, extract, or disrupt the Service or its infrastructure.
• Circumvent or interfere with security features or access controls.
• Use the Service in violation of applicable law or in a manner that infringes the rights of others.

5. Customer Data & Third-Party Integrations

• Ownership. As between you and us, you retain all rights to the data you input into the Service and the data received from platforms you connect (“Customer Data”). You grant us a license to host, process, and use Customer Data solely to provide and support the Service.
• Connected platforms. The Service may integrate with third-party platforms you choose to connect (e.g. Shopify, NetSuite, QuickBooks, Business Central, Acumatica, Epicor, SAP Business One, Lightspeed, WooCommerce, Magento). You are responsible for your accounts on those platforms and the accuracy of the data they provide. We are not responsible for the availability, accuracy, or conduct of third-party platforms, which are governed by their own terms.
• Accuracy. You are responsible for the accuracy and legality of Customer Data you submit to the Service.

6. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of applicable regulations.
• Attempt to bypass, disable, or interfere with security features or access restricted areas of the Service.
• Introduce malicious code or attempt to disrupt the integrity or performance of the Service.
• Use the Service to store or transmit content that infringes the intellectual property or privacy rights of others.

7. Intellectual Property

The Service, including its software, design, and trademarks, is owned by 18192707 Canada Inc. and its licensors and is protected by intellectual property laws. Except for the license granted in Section 4, no rights in the Service are transferred to you. If you provide feedback or suggestions about the Service, you grant us a perpetual, royalty-free license to use it without restriction.

8. Confidentiality

Each party may receive confidential information of the other in connection with these Terms. Each party agrees to use the other’s confidential information only to perform its obligations under these Terms, and to protect it with the same degree of care it uses for its own confidential information, but no less than reasonable care.

9. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT DATA FROM CONNECTED THIRD-PARTY PLATFORMS WILL ALWAYS BE ACCURATE OR AVAILABLE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPATIALIS OS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE. OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO US FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification

You agree to indemnify and hold harmless Spatialis OS and its officers, directors, and employees from any third-party claims, damages, and expenses (including reasonable legal fees) arising from your misuse of the Service, your Customer Data, or your violation of these Terms or applicable law.

12. Term & Termination

• Term. These Terms remain in effect for as long as you maintain an account or active subscription.
• Termination for convenience. You may cancel your subscription at any time, effective at the end of the then-current billing period, subject to any minimum term in your order form.
• Termination for cause. Either party may terminate immediately if the other materially breaches these Terms and fails to cure within 30 days of notice, or immediately if the other becomes insolvent.
• Effect of termination. Upon termination, your right to access the Service ends. We will make Customer Data available for export for 30 days following termination, after which it may be deleted in accordance with our Privacy Policy.

13. Changes to the Service

We may modify, update, or discontinue features of the Service from time to time. We will provide reasonable notice of any change that materially reduces core functionality you are actively subscribed to.

14. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide notice (such as by email or an in-app notice) before the changes take effect. Continued use of the Service after the effective date of the updated Terms constitutes acceptance.

15. Governing Law & Dispute Resolution

These Terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The parties agree that any dispute arising from these Terms will be resolved exclusively in the courts located in the Province of Quebec, and each party irrevocably attorns to that jurisdiction and venue.

16. General Provisions

• Entire agreement. These Terms, together with any order form and our Privacy Policy, constitute the entire agreement between you and Spatialis OS regarding the Service.
• Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force.
• Assignment. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
• Notices. Legal notices to Spatialis OS should be sent to the address in Section 1 of our Privacy Policy, with a copy to legal@spatialisos.com.
• Language. These Terms are provided in English and French pursuant to the Charter of the French Language. Where a conflict exists between the two versions, the French version governs, given Spatialis OS’s domicile in Quebec.

17. Contact Information

• Support: support@spatialisos.com
• Legal: legal@spatialisos.com