Spexi Network Terms of Use

The following terms of use (the “Terms of Use”) govern your access to and use of: (a) our website located at https://spexi.com (the “Website”); (b) Spexi Network mobile application 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 “Spexi Network”.

These Terms of Use form an agreement between the owners of the Spexi Network, Spexi Geospatial Inc. (“Spexi Geospatial”, “Spexi”, “us”, “we”,“our”) and you. The term “you”or “User”refers to the person browsing, installing, downloading, accessing or otherwise using the Spexi Network (“use”or “using” in these Terms of Use will mean any of the foregoing).

By using the Spexi Network in any way, including any services we provide on or through the platform (the “Services”), you:

(A) REPRESENT AND WARRANT THAT (I) YOU HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION, (II) IF YOU ARE USING THE SPEXI NETWORK IN THE UNITED STATES, YOU RESIDE IN THE UNITED STATES OR ANY OF ITS TERRITORIES OR POSESSTIONS, (III) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, (IV) YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY OUR PRIVACY POLICY, FOUND AT HTTPS://SPEXI.COM/PRIVACY-POLICY/, (V) BY AGREEING TO THESE TERMS OF USE, YOU ARE NOT VIOLATING ANY APPLICABLE LAW AND (VI) 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 WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION ‎3.

IF YOU ARE USING THE PLATFORM ON BEHALF OF ANOTHER PERSON OR ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ORGANIZATION TO THESE TERMS OF USE.

YOU MAY NOT ACCESS THE SPEXI NETWORK FOR PURPOSES OF MONITORING AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.

Subject to and conditioned on your compliance with the terms and conditions in these Terms of Use and Privacy Policy http://spexi.com/privacy-policy, we hereby grant you a non-exclusive, non-transferable right to access and use the Services, solely for use by you in accordance with the terms and conditions herein. These Terms of Use do not alter in any way 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.

Spexi Geospatial Inc. (“Spexi Geospatial”, “Spexi”, “we”, “us”, “our”) treats compliance with its privacy obligations seriously. This is why we have developed this policy, which describes how we collect, use, disclose, and protect the information of our users ("you"). It also describes types of information we may collect from you or that you may provide when you use our sites, mobile apps, and other online products and services (collectively, the "Services") or when you otherwise interact with us or receive a communication from us as well as your rights regarding your information.

• Users who have downloaded the Mobile App may take actions permitted within the Mobile App, such as creating an account, connecting their wallet, connecting a supported drone and viewing a map of hexagonal zones called “Spexigons”. The Mobile App will allow pilots of supported drones to fly a pre-determined flight path within a Spexigon to capture aerial imagery within the Spexigon in a controlled way, in exchange for rewards for their completed flights.

• Compatible Third-Party Drone Technology. The Spexi Network is designed to interface solely with those Third-Party Technologies as are listed in the Documentation from time to time. Changes. including modifications and upgrades, to Third-Party Drone Technology made after the date of the Documentation may affect the interaction of the Spexi Network with such Third-Party Drone Technology and the Spexi Network may no longer effectively operate with such Third-Party Drone Technology following such changes. “Third Party Drone Technology” 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.

• These Terms of Use apply to Users accessing the Spexi Network to connect Third-Party Drone Technology and earn rewards for mapping Spexigons (“Pilots”). Our provision of any Service is subject to the terms of this Agreement and any supplemental terms referenced herein or which we may present User with for review and acceptance at the time User subscribes to such Service (each, “Additional Service Terms”), and any Additional Service Terms are hereby incorporated into and form a part of these Terms of Service. If the terms hereof conflict with any Additional Service Terms, the Additional Service Terms will govern with respect to the matters contemplated thereby. User accepts the Additional Service Terms which coincide with applicable Services by: (i) clicking the applicable button to indicate User’s acceptance of these Additional Services Terms; or (ii) accessing or using the Services. By taking any such action, User agrees to be bound by the applicable Additional Service Terms as of the time that such action occurs.

• change any element of these Terms of Use at any time. When we change these Terms of Use, we will: (i) place a notice on the Spexi Network, send you an email, and/or notify you by some other means as required by Applicable Law; (ii) post a new version to the Website; and (iii) update the “Last Updated” date at the top of these Terms of Use. We may require you to provide consent to the updated Terms of Use in a specified manner before further use of the Spexi Network 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 Spexi Network. Otherwise, your continued access to or use of the Spexi Network 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 Spexi Network thereafter.  However, any changes to the dispute resolution provisions set out in Sections ‎23 and ‎24 will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Spexi Network.

• change any element of the Spexi Networkat any time, without notice. We may, at our sole discretion, suspend or terminate your access to or use of the Spexi Network or Services or any component thereof: (i) for scheduled maintenance; (ii) due to a force majeure event; (iii) if we believe that you have violated any provision of these Terms of Use, or have mapped a Spexigon contrary to the then-current documentation made available at https://docs.spexi.com (the “Documentation”)or any other use guidelines we provide to you or are posted on the Website;(iv) to address any emergency security concerns; or (v) if required to do so bya regulatory body or as a result of a change in Applicable Law.

• make any modifications or discontinue all or any portion of the Spexi Network at any time (including by limiting or discontinuing certain features the Spexi Network), temporarily or permanently, without notice to Users. We will have no liability for any change to the Spexi Network, including any paid-for functionalities of the Spexi Network, or any suspension or termination of Users’ access to or use of the Spexi Network.

• require you to update third-party software from time to time to use the Spexi Network.

• engage third parties, including cloud service providers, to provide the Spexi Network or the Services.

• 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”).

• 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.

• 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 Spexi Network.

• 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 Spexi Network (or any portion thereof).

• 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 Spexi Network 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 Spexi Network under your User ID, including those that, if undertaken by you, would be deemed a violation of these Terms of Use.

• Earning Payment. Pilots will earn funds for each eligible Spexigon flown, captured, and successfully uploaded and verified (collectively, “Mapped") to the Spexi Network. All earned payments will be paid in United States Dollars and Canadian Dollars for Spexigons Mapped in the United States and Canada, respectively, and paid out as determined by Spexi from time to time. Payments will only be deemed earned by and will only be awarded to the first Pilot to successfully Map a Spexigon. We will endeavour to remove already-Mapped Spexigons from the Spexi Network, however in the event that multiple Pilots Map a Spexigon, only the first Pilot whose Spexigon aerial imagery is successfully uploaded to the Spexi Network and verified by Spexi will have earned cash for such Spexigon. All decisions to award payment for Spexigons Mapped, including without limitation any determination as to whether you have met the restrictions, limitations and requirements of these Terms of Use and Applicable Law, will be made by Spexi, at its sole discretion. All such decisions will be final and binding and not subject to appeal.

• Requirements. Pilots must not be a resident of a country subject to economic or trade sanctions by Canada, the U.S. State Department, or U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), be listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person” or similar designation under the OFAC sanctions regime, or be a resident outside of Canada or the United States. You agree to provide additional information we may reasonably request to verify your identity as a condition for receiving payment.

• Income Earning Eligibility. It is your responsibility to determine whether you are eligible to earn rewards or payments under these Terms of Use in compliance with Applicable Law. Spexi Geospatial is not responsible for determining any users’ eligibility to access or use the Spexi Network in accordance with these Terms of Use.

• Forfeiture of Payments. In the event you are deemed ineligible to use the Spexi Network or have, in Spexi’s sole discretion, violated these Terms of Use, (i) you forfeit all rights to payments earned under this these Terms of Use; and (ii) Spexi reserves the rights to and will retain any such payments. The forgoing applies in addition to any other rights set forth in these Terms of Use.

• Income Tax Reporting. It is your responsibility to determine what, if any, taxes apply to the payments you receive through the Spexi Network (in fiat currency or otherwise) and it is solely your responsibility to assess, collect, report and remit the correct taxes to the appropriate authority. Spexi Geospatial is not responsible for determining whether any taxes apply to your transaction, or for calculating, collecting, reporting or remitting taxes arising from any transaction.

• You acknowledge that you have reviewed and agree to our Privacy Policy, available at http://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 Spexi Network or otherwise, including, but not limited to, through the use of any interactive features on the Spexi Network, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

• When you use or view the Spexi Network 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 Spexi Network. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

• If you create an account to access the Spexi Network, 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.

• 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.

• By using the Spexi Network, you acknowledge and agree that we will be transmitting certain of your Personal Information electronically.

• 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.

• Aerial Imagery. You maybe able to upload content, images, photographs (or other work expressed by any process analogous to photography) and other materials captured by Third Party Drone Technology (collectively, the "Aerial Imagery") to the Spexi Network, with such upload being entirely at your own risk. If you choose to upload Aerial Imagery, you are solely legally responsible for the Aerial Imagery you upload, and represent and warrant that: i) the Aerial Imagery was captured in the location you have identified to Spexi Geospatial through the Spexi Network or otherwise; ii) the AerialImagery is authentic and was captured by you; iii) that such Aerial Imagery was captured in compliance with this Agreement and Applicable Law; and iv) you have reviewed the Aerial Imagery to ensure it does not include third-party intellectual property (such as copyrighted material) unless you have permission or other legal entitlement to use it.

• Benefits owned by Spexi. All rights, title and interest in or to any benefits, tax credits, or other value (the “Benefits”), including Environmental Attributes, relating to, accruing from or arising out of the use of the Spexi Network, including flying a Spexigon flight plan, shall be owned exclusively by Spexi. “Environmental Attributes” means all interests or rights arising from characteristics relating to the environmental impacts associated with an activity, and which include quantifiable and marketable environmental attributes, such as (without limitation) GHG reductions in the form of carbon offsets or credits, emissions and renewable energy credits, energy conservation credits, benefits, offsets and allowances and emission reduction credits.  You hereby: (i) irrevocably waive, to the extent permitted by Applicable Law, any and all claims you may now or hereafter have in any jurisdiction to any such Benefits (ii) agree that we may use the Benefits however we see fit, including using, transferring, transacting and deriving revenue or other remuneration from the Environmental Attributes without any payment to you. You will provide Spexi Geospatial with all assistance reasonably required to perfect such rights.

• License to User Data. You hereby grant us an irrevocable, exclusive, worldwide, royalty-free, transferable, sublicensable, and fully paid-up right to access, collect, use, process, store, disclose, modify, edit and transmit the Aerial Imagery along with any text, pictures, media, data, information, content records or files  or other materials that you load, submit, transmit to or enter into the Spexi Network, or that you otherwise transmit to the Spexi Network in connection with these Terms of Use or the Services (“User Data”) for any and all Spexi purposes including to: (i) provide you with access to the Spexi Network; (ii) exercise our rights and perform our obligations under these Terms of Use, including ensuring compliance with these Terms of Use, the Documentation and any other use guidelines we provide to you or are posted on the Spexi Network; and (iii) improve and enhance the Spexi Network and our other offerings and benchmark the foregoing and for other purposes to which you consent or are permitted under these Terms of Use. In the event such license is held to be invalid, and solely where requested by Spexi, you agree to irrevocably assign, in each case without additional consideration, all right, title, and interest throughout the world in and to the Aerial Imagery, including all Intellectual Property Rights, to Spexi. You hereby irrevocably waive, to the extent permitted by Applicable Law, any and all claims you may now or hereafter have in any jurisdiction to so-called "moral rights" or rights of droit moral with respect to the Aerial Imagery. You will provide Spexi Geospatial with all assistance reasonably required to perfect such rights. “Intellectual Property Rights” include copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights.

• We may run promotional offers from time to time on the Spexi Network. The terms of any such promotion will be posted on the Spexi Network. 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.

• The Spexi Network 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 Canadian, 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 Spexi Network for your personal, non-commercial use only, or for limited and legitimate business purposes in the context of the Services.

• All right, title and interest, including Intellectual Property Rights, in the Spexi Network, the source code in the software we use to provide the Spexi Network (the “Software”) and all other 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).

• The Spexi Network and all materials provided by us hereunder are made available or licensed and not “sold” to you.

• Subject to these Terms of Use, we grant you a non-exclusive, non-transferable, non-sublicensable and revocable license to use the Spexi Network, including the installation of the Mobile App, in accordance with these Terms of Use.

• The Software and all other materials provided by us hereunder, including content we make available through or in the Spexi Network, 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 Spexi Network, 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.

• Any use of third-party software provided in connection with the Spexi Network will be governed by such third parties’ licenses and not by these Terms of Use;

• “Spexigon” and “Spexi Network” are the trade names and marks of Spexi Geospatial Inc. or our affiliates/licensors. Any trademarks, graphics or logos appearing in or on the Spexi Network 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.

• All rights not expressly granted to you in these Terms of Use are reserved by us.

• Your access to and use of certain functionalities provided in or through the Spexi Network 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.

• These Terms of Use relate to the Spexi Network only and do not alter in any way the terms or conditions of any other agreement that may apply to your use of the Spexi Network or the Services.

• Operation of Third-Party Drone Technology. The Spexi Network 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 Third-Party Drone Technology 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 Third-Party Drone Technology). PILOTS ARE IN COMMAND OF ANY THIRD-PARTY DRONE TECHNOLOGY AND SHOULD AT ALL TIMES MONITOR AND CONTROL ANY THIRD-PARTY DRONE TECHNOLOGY THAT THEY ARE USING TO ADDRESS ANY RISK THAT MAY ARISE DUE TO ENVIRONMENTAL CONDITIONS, THE THIRD-PARTY DRONE TECHNOLOGY, OR ANY EXTERNAL FACTOR (including wildlife, wind, rain, geographical features, natural phenomena and all other factors that may interfere or influence the operation of Third-Party Drone Technology). The Spexi Network is intended to be used by experienced users of Third-Party Drone Technology who have received training in using such Third-Party Drone Technology safely. Pilots may not use the Spexi Network to operate Third-Party Drone Technology if they are not properly trained and qualified to fly any Third-Party Drone Technology or operating in accordance with Applicable Law.

• Spexigons. You acknowledge that the availability of a Spexigon and the Fly-to-Earn model on the Spexi Network are not an inducement, endorsement or instruction by Spexi that you may fly such Spexigon’s flight plan. Before flying any Spexigon flight plan, you must confirm that you have met all requirements to operate your Third-Party Drone Technology in that Spexigon. As a Pilot, you are responsible for flying drones safely, and in accordance with all Applicable Law, the Documentation, and instructions provided by your drone manufacturer. YOU REPRESENT, WARRANT AND COVENANT THAT YOU WILL NOT BEGIN OR CONTINUE A SPEXIGON FLIGHT PATH UNTIL AND UNLESS YOU ARE IN COMPLIANCE WITH ALL APPLICABLE RULES, REGULATIONS, LAWS AND DOCUMENTATION APPLICABLE TO YOUR FLIGHT.

• Liability for use of Third-Party Drone Technology. Spexi’s role is limited to the provision of access to the Spexi Network. Pilots are wholly responsible for the use of any hardware or equipment, including without limitation Third-Party Drone Technology with the Spexi Network. You acknowledge that Spexi does not provide or recommend any specific equipment, hardware or any Third-Party Drone Technology. WITHOUT LIMITATION, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SPEXI GEOSPATIAL ASSUMES NO LIABILITY FOR ANY LOSS, DAMAGE, INJURY OR DEATH DUE TO THE MISUSE OF THE SPEXI NETWORK, LACK OF COMPLIANCE BY THE PILOT WITH THESE TERMS OF USE OR APPLICABLE LAW, OR CAUSED BY ANY THIRD-PARTY DRONE TECHNOLOGY. PILOT ASSUMES ALL LIABILITY FOR DAMAGES TO PROPERTY AND PERSONS ARISING FROM ANY THIRD-PARTY DRONE TECHNOLOGY WHICH IS USED IN CONNECTION WITH THE SPEXI NETWORK. Pilot assumes all liability for improper use of Third-Party Drone Technology. Pilot is responsible for proper configuration and maintenance of the Third-Party Drone Technology. Third-Party Drone Technology is 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 Third-Party Drone Technology is suitable for its intended use.

• Spexi Geospatial Not Responsible for Operation of Third-Party Drone Technology. The Spexi Network 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 Spexi Network is accurate or complete. As set forth in Sections ‎19 (Disclaimer) and ‎20 (Limitation of Liability), Spexi Geospatial is not responsible for any losses or damages relating to your use of the Spexi Network, including issues that may be encountered while piloting a Spexigon flight path.

• Using the Spexi Network. You agree to:

  • use reasonable efforts to prevent unauthorized access to or use of the Spexi Network;

  • keep your User IDs and all other login information confidential;

  • not register for more than one account, 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;

  • monitor and control all activity conducted through your account in connection with the Spexi Network;

  • upload and disseminate only data to which you own all required rights under law and do so only consistent with Applicable Law;

  • 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;

  • not use anyone else’s User ID at any time, without the permission of the User ID holder;

  • not attempt, in any manner, to obtain the password, account, or other security information from any other user; and

  • comply with all 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 Spexi Network 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.

• You will not use the Spexi Network in violation of these Terms of Use, the Documentation or any other use guidelines we provide to you or are posted on the Spexi Network, or of any Applicable Law, or in the case of third-party materials, websites or content accessed through or provided with the Spexi Network, the applicable third-party license agreement. You will not, without our prior written permission, use the Spexi Network for any purpose other than to access and use the Software and Services we make available through the Spexi Network, or use the Documentation for any purpose other than to learn about and use the Spexi Network in accordance with these Terms of Use. 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:

  • disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Spexi Network (e.g., a denial-of-service attack);

  • attempt to gain unauthorized access to the Spexi Network, or bypass any measures we may use to prevent or restrict access to the Spexi Network, attempt to circumvent the intended features, functionality or limitations of the Spexi Network, or otherwise use, copy, distribute, or make available the Spexi Network to permit timesharing, service bureau use or commercially exploit the Spexi Network;

  • send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the Spexi Network any data, information, pictures, videos, audio or other materials or content (“User Contributions”) that: (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.

  • use the Spexi Network in a manner which, in our opinion, would tend to bring the Spexi Network, 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;

  • use the Spexi Network to store or transmit material that is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, libelous, obscene, or otherwise objectionable or unlawful;

  • use the Spexi Network for any activities where the use or failure of the Spexi Network 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);

  • use the Spexi Network to transmit, store, or process health or other sensitive personally identifiable information;

  • use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Spexi Network or any part thereof or otherwise attempt to discover any source code;

  • remove or obscure any proprietary notices or labels on the Spexi Network, including brand, copyright, trademark and patent or patent pending notices;

  • use the Spexi Network or the Content for the purpose of building a similar or competitive product or service;

  • perform any vulnerability, penetration or similar testing of the Spexi Network;

  • advertise to, or solicit, any user to buy or sell any third-party products or services, or use any information obtained from the Spexi Network to contact, advertise to, solicit, or sell to any user without their prior express consent;

  • use the Spexi Network 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;

  • run Maillist, Listserv, any form of autoresponder or “spam” on the Spexi Network, or any processes that run or are activated while you are not logged into the Spexi Network, or that otherwise interfere with the proper working of the Spexi Network (including by placing an unreasonable load on the Spexi Network infrastructure);

  • publish, market, advertise or in any way distribute the Content;

  • share, transfer or otherwise provide access to an account designated for you to another person;

  • copy or store any significant portion of the Content;

  • use the Spexi Network or Content to stalk, harass or harm another individual;

  • mirror or frame the Spexi Network or any Content, place pop-up windows over its pages, or otherwise affect the display of its pages; or

  • authorize, permit, enable, induce or encourage any third party to do any of the above.

• All User Contributions must comply with these Terms of Use and the Privacy Policy.

• Any User Contribution you post to the Spexi Network will be considered non-confidential and non-proprietary.  By providing User Contribution on the Spexi Network, 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.

• 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.

• 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 Spexi Network.

• We do not guarantee the confidentiality of any communications made by you through the Spexi Network. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Spexi Network.

• Monitoring, Enforcement and Termination. We have the right to:

  • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.

  • 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 Spexi Network or the public, or could create liability for Spexi Geospatial.

  • 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.

  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Spexi Network.

  • Terminate or suspend your access to all or part of the Spexi Network for any or no reason, including without limitation, any violation of these Terms of Use.

• Reporting Claims of Copyright Infringement. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this site (the "Website") infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

  • Your physical or electronic signature.

  • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.

  • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

  • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

  • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.

  • A statement that the information in the written notice is accurate.

  • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

  • use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Spexi Network or any part thereof or otherwise attempt to discover any source code;

  • remove or obscure any proprietary notices or labels on the Spexi Network, including brand, copyright, trademark and patent or patent pending notices;

  • use the Spexi Network or the Content for the purpose of building a similar or competitive product or service;

  • perform any vulnerability, penetration or similar testing of the Spexi Network;

  • advertise to, or solicit, any user to buy or sell any third-party products or services, or use any information obtained from the Spexi Network to contact, advertise to, solicit, or sell to any user without their prior express consent;

  • use the Spexi Network 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;

  • run Maillist, Listserv, any form of autoresponder or “spam” on the Spexi Network, or any processes that run or are activated while you are not logged into the Spexi Network, or that otherwise interfere with the proper working of the Spexi Network (including by placing an unreasonable load on the Spexi Network infrastructure);

  • publish, market, advertise or in any way distribute the Content;

  • share, transfer or otherwise provide access to an account designated for you to another person;

  • copy or store any significant portion of the Content;

  • use the Spexi Network or Content to stalk, harass or harm another individual;

  • mirror or frame the Spexi Network or any Content, place pop-up windows over its pages, or otherwise affect the display of its pages; or

  • authorize, permit, enable, induce or encourage any third party to do any of the above.

    • Our designated copyright agent to receive DMCA Notices is:

    • • Emily Morris

      • Spexi Geospatial Inc.

      • 5398 Commodore Drive, Delta, BC, V4K 4Z6, Canada

      • emily@spexi.com

    • If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

    • Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

• Counter Notification Procedures. If you believe that material you posted on the Website was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a "Counter Notice") by submitting written notification to our copyright agent designated below. Pursuant to the DMCA, the Counter Notice must include substantially the following:

  • Your physical or electronic signature.

  • An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.

  • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

  • A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.

  • A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.

    • Our designated copyright agent to receive DMCA Notices is:

    • • Emily Morris

      • Spexi Geospatial Inc.

      • 5398 Commodore Drive, Delta, BC, V4K 4Z6, Canada

      • emily@spexi.com

    • The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice.

    • Please be aware that if you knowingly materially misrepresent that material or activity on the Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

• 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 Spexi Network 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 in composite 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.

• The Spexi Network may include links or access to third-party content, websites, or services. Likewise, we may allow you to access the Spexi Network 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 Spexi Network 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.

• Your interactions with organizations and/or individuals found on or through the Spexi Network, 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.

• Your access to the Spexi Network and use of Content is strictly at your own risk. We do not guarantee or warrant that the Spexi Network is compatible with your computer system or mobile device or that the Spexi Network, or any links from the Spexi Network, 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 Spexi Network.

• 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 OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF USE (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS. TO THE 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.

• TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE PLATFORM AND THE 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, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PLATFORM AND THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR 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-FREE OR 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 THE PLATFORM. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS, WEBSITES OR CONTENT IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY.

• TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR PARENTS, SUBSIDIARIES OR AFFILIATES AND OUR AND THEIR 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, STRICT LIABILITY 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 WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE PLATFORM OR SERVICES OR THE INABILITY TO MAKE USE OF THE PLATFORM, 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.

• 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 CAD $100. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

• 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.

• You will defend, indemnify and hold harmless the Spexi Geospatial Parties from and against any claims, causes of action, demands, recoveries, losses, damages, fines, levies, taxes, assessments, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:

  • your use (or the use by any third party using your User ID) of: (A) the Spexi Network (except to the extent prohibited by law); and (B) Third-Party Drone Technology;

  • your breach of any provision of these Terms of Use or any documents referenced herein;

  • your earning of rewards or payments under these Terms of Use;

  • your violation of any law or the rights of a third party (including Intellectual Property Rights);

  • your User Data; or

  • any viruses, Trojan horses, worms, time bombs,spyware, malware, cancelbots or other similar harmful or deleteriousprogramming routines input by you into the Spexi Network.

• We reserve the right, at our own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defences. You agree that the provisions in this Section ‎21 will survive any termination of your account, the Terms of Use or your access to the Spexi Network.

• These Terms of Use will commence on the day you first use the Spexi Network and will continue for as long as you use the Spexi Network or until terminated in accordance with the provisions of these Terms of Use. At any time, we may: (i) suspend or terminate your rights to access or use the Spexi Network, or (ii) terminate these Terms of Use, in our sole discretion, for any reason, including if we believe that you have used the Spexi Network in violation of these Terms of Use, the Documentation or any other use guidelines we provide to you or are posted on the Spexi Network, or have engaged in fraudulent activity. You may terminate these Terms of Use by emailing your request that your User ID be deleted to support@spexi.com, ceasing use of the Spexi Network, and uninstalling the Mobile App.  Certain users may also be able to delete their User ID and account through the Mobile App. For greater certainty, if you continue to use any portion of the Spexi Network after these Terms of Use have been purportedly terminated by you as described above, these Terms of Use will continue to apply to the extent of such use. In the event of termination, you are no longer authorized to access or use the Spexi Network and the benefits thereof.

• Notwithstanding termination of these Terms of Use as set out in Section 21(a), the following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections ‎8 (Intellectual Property), ‎10 (Ownership of the Spexi Network), ‎11 (Additional Terms), Error! Reference source not found. (User Contributions), ‎15 (Copyright Infringement), ‎17 (Third Party Content, Websites or Services) ‎18 (Malicious Code and Security), ‎19 (Disclaimer), ‎20 (Limitation of Liability), ‎21 (Indemnification), ‎22(b) (Survival), ‎23 (Disputes), and ‎24 (General).

• 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.

• We are available by email to address any concerns you may have regarding your use of the Spexi Network. Most concerns may be quickly resolved in this manner.

• If we and you do not reach an agreed upon solution within a period of 30 days of the initial response to a concern brought by a party, 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 upon 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.

• 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.

• 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 Spexi Network notwithstanding your physical location. You will only use the Spexi Network in jurisdictions where the Spexi Network 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 Spexi Network. 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.

• 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 Spexi Network 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.

• 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.

• 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.

• 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.

• Assignment. Neither party may assign these Terms of Use to any third party without the other party’s prior written consent, except our rights and obligations may be assigned to a third party without your consent where such assignment is in connection with a reorganization, merger, consolidation, acquisition, restructuring, or sale of all or substantially all of our business, as the case may be. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section ‎24(f) 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.

• 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.

• 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.

• If you have any questions or comments regarding these Terms of Use, please contact us at info@spexi.com