Terms of Service

The terms governing your use of the Spatiko platform.

Effective Date: May 19, 2026 Last Updated:

1. Introduction and Acceptance of Terms

Spatiko (the "Platform") is a cloud-based software-as-a-service platform designed for real estate media businesses. The Platform is provided by Spatiko ("Company," "we," "us," or "our").

These Terms of Service (these "Terms") constitute a legally binding agreement between you and the Company governing your access to and use of the Platform, including all features, functionalities, content, and services offered through the Platform.

By creating an account, clicking "I Agree," "Sign Up," or "Create Account," or by otherwise accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "your" shall refer to that entity.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CREATE AN ACCOUNT OR USE THE PLATFORM.

1.1 Eligibility

You must be at least eighteen (18) years of age and capable of forming a binding contract under applicable law to use the Platform. By using the Platform, you represent and warrant that you meet these eligibility requirements.

THE PLATFORM IS NOT OFFERED TO, AND MAY NOT BE USED BY, INDIVIDUALS OR BUSINESSES LOCATED IN, RESIDENT IN, OR ACCESSING THE PLATFORM FROM THE EUROPEAN ECONOMIC AREA, THE UNITED KINGDOM, OR SWITZERLAND. By creating an account or otherwise using the Platform, you represent and warrant that you are not located in, resident in, or accessing the Platform from any of these jurisdictions. The Company may, at its sole discretion and without notice, restrict, suspend, or terminate access from these jurisdictions and may close any account opened in breach of this restriction.

1.2 Entire Agreement

These Terms, together with the Privacy Policy and any additional terms referenced herein, constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

2. Definitions

In these Terms, the following capitalized terms have the meanings set forth below:

  • "Authorized User" means any individual who is authorized by a Subscriber to access and use the Platform under the Subscriber's account, including employees, contractors, and team members.
  • "Client" means any third-party customer of a Subscriber who interacts with the Platform by placing Orders, making payments, receiving Deliverables, accessing delivery pages, or using Order Forms. Clients may or may not have registered accounts on the Platform.
  • "Content" means any data, text, images, photographs, videos, virtual tours, floor plans, graphics, logos, audio, documents, and other materials uploaded to, generated by, or transmitted through the Platform.
  • "Deliverables" means photographs, videos, virtual tours, floor plans, drone footage, 3D tours, and any other real estate media content that a Subscriber delivers to a Client through the Platform.
  • "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, moral rights, rights of publicity, and any other intellectual property or proprietary rights recognized under any applicable law.
  • "Order" means a request for real estate media services placed by a Client through a Subscriber's Order Form on the Platform.
  • "Order Form" means a public-facing or private intake form created by a Subscriber on the Platform through which Clients can submit Orders and provide property and project details.
  • "Platform" means the Spatiko software-as-a-service application, including all web applications, mobile applications, APIs, websites, and related services provided by the Company.
  • "Property Website" means a public-facing, single-property marketing page created by a Subscriber using the Platform's website builder tools.
  • "Services" means collectively all services provided by the Company through the Platform, including but not limited to order management, payment processing facilitation, media delivery, gallery hosting, property website hosting, CRM tools, AI-powered features, notification services, and email communications.
  • "Subscriber" means a business or individual who registers for an account on the Platform to manage orders, deliver media, process payments, and use the Platform's business tools.

3. Account Registration and Security

3.1 Account Creation

To access most features of the Platform, you must create an account by providing accurate, current, and complete information. You may register using an email address and password or through a third-party authentication provider (such as Google or Apple). You agree to update your account information promptly to keep it accurate and complete.

3.2 Account Security

You are solely responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account, whether or not authorized by you. You agree to immediately notify the Company of any unauthorized use of your account or any other breach of security. The Company is not liable for any loss or damage arising from your failure to maintain the security of your account.

3.3 Multi-User Accounts

Subscribers may invite Authorized Users to access the Platform under the Subscriber's account. The Subscriber is responsible for all activity performed by Authorized Users and for ensuring that Authorized Users comply with these Terms. The Subscriber may manage permissions and access levels for Authorized Users through the Platform's account settings.

3.4 Account Sharing

Accounts are for individual use only and may not be shared between individuals. Each Authorized User must have their own login credentials. The Subscriber is responsible for ensuring that login credentials are not shared among multiple individuals.

3.5 Client Accounts

Clients may create accounts on the Platform to access a client portal, view order history, download Deliverables, and manage their information. If a Client works with multiple Subscribers on the Platform, the Client's account may provide a unified view of orders and Deliverables across all Subscribers they have worked with. In this context, each Subscriber can only see their own Client data — Subscribers cannot see a Client's orders or data from other Subscribers.

4. Platform Description and License Grant

4.1 Platform Description

The Platform provides tools for real estate media businesses to manage their operations, including but not limited to: receiving and managing orders, processing payments, storing and delivering media files, creating public order forms, building property websites, managing client relationships, sending notifications and emails, and using AI-powered features.

4.2 License Grant

Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal business purposes during the term of your subscription. This license does not include the right to sublicense, resell, distribute, or make the Platform available to any third party except as expressly permitted by these Terms (such as providing access to Authorized Users and Clients through the Platform's intended functionality).

4.3 Restrictions

You agree not to: (a) copy, modify, adapt, translate, or create derivative works of the Platform or any part thereof; (b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Platform; (c) rent, lease, lend, sell, redistribute, or sublicense the Platform; (d) remove, alter, or obscure any proprietary notices on the Platform; (e) use the Platform to build a competing product or service; (f) use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party's use of the Platform; (g) use any robot, spider, scraper, or other automated means to access the Platform; or (h) use the Platform for any unlawful purpose or in violation of any applicable law or regulation.

5. User Roles, Relationships, and Responsibilities

5.1 Platform as Technology Facilitator

THE PLATFORM IS A TECHNOLOGY FACILITATOR THAT PROVIDES TOOLS FOR SUBSCRIBERS TO MANAGE THEIR BUSINESSES. THE COMPANY IS NOT A PARTY TO ANY TRANSACTION BETWEEN A SUBSCRIBER AND A CLIENT. THE COMPANY DOES NOT PROVIDE REAL ESTATE MEDIA SERVICES, PHOTOGRAPHY SERVICES, VIDEOGRAPHY SERVICES, OR ANY OTHER PROFESSIONAL SERVICES. THE COMPANY IS NOT THE SELLER, SERVICE PROVIDER, OR MERCHANT OF RECORD FOR ANY TRANSACTION BETWEEN A SUBSCRIBER AND A CLIENT.

5.2 Subscriber Responsibilities

As a Subscriber, you are solely responsible for:

  • The quality, accuracy, and timely delivery of your services and Deliverables to your Clients
  • Accurate descriptions of your services, pricing, and terms on your Order Forms and Property Websites
  • Compliance with all applicable laws and regulations in the jurisdictions where you operate, including but not limited to tax laws, professional licensing requirements, fair housing laws, and consumer protection laws
  • All aspects of your relationship with your Clients, including disputes, refunds, chargebacks, complaints, and service quality issues
  • Ensuring that your Authorized Users comply with these Terms
  • Ensuring that your Clients are aware that the Company is a technology provider and has no responsibility or liability for your services, Deliverables, or business practices

5.3 Subscriber Indemnification of the Company

You shall defend, indemnify, and hold harmless the Company and its owners, members, managers, officers, directors, shareholders, employees, agents, and affiliates from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) your Content, Deliverables, Order Forms, Property Websites, or other materials you create, upload, or make available through the Platform; (b) your relationship with your Clients, including any disputes, chargebacks, refund requests, or complaints; (c) your violation of any applicable law, regulation, or third-party right; (d) your breach of these Terms; (e) the acts or omissions of your Authorized Users; or (f) any claim by a Client, property owner, real estate agent, or any other third party arising from your use of the Platform.

5.4 Client Interactions with the Platform

When a Client interacts with the Platform (such as placing an Order, making a payment, viewing a Property Website, or downloading Deliverables), the Client is contracting with the Subscriber, not with the Company. The Company facilitates these interactions through technology but makes no representations or warranties regarding the Subscriber's services, Deliverables, pricing, availability, or business practices.

5.5 Subscriber Representations and Warranties

By creating an account and using the Platform, you represent and warrant that: (a) all information you provide to the Company is true, accurate, current, and complete; (b) you have all necessary rights, licenses, and permissions to upload, transmit, and make available all Content through the Platform, including any media, trademarks, logos, and branding materials; (c) your Content does not infringe, misappropriate, or violate any third party's Intellectual Property Rights, privacy rights, publicity rights, or other rights; (d) you have the legal authority to operate your business and to enter into agreements with your Clients; (e) you hold all professional licenses, permits, and certifications required by applicable law to provide the services you offer through the Platform; (f) your use of the Platform will comply with all applicable laws and regulations; and (g) you will not use the Platform for any fraudulent, deceptive, or unlawful purpose.

5.6 No Agency or Employment Relationship

Nothing in these Terms shall be construed to create an agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship between the Company and any Subscriber, Client, or Authorized User. No party has the authority to bind or obligate the other in any manner.

6. Acceptable Use Policy

6.1 General Conduct

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You shall not use the Platform in any way that violates any applicable federal, state, provincial, local, or international law or regulation.

6.2 Prohibited Content

You shall not upload, post, transmit, or otherwise make available through the Platform any Content that: (a) is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable; (b) is child sexual abuse material, otherwise sexually exploits minors, or depicts a minor in a sexually suggestive manner; (c) is non-consensual intimate imagery, or is synthetic, AI-generated, or manipulated imagery of an identifiable real person (including deepfakes) created or distributed without that person's express consent; (d) promotes, glorifies, or incites terrorism or violent extremism, or is otherwise prohibited under section 83.221 of the Canadian Criminal Code or comparable legislation in your jurisdiction; (e) infringes any Intellectual Property Rights or other proprietary rights of any third party; (f) contains viruses, malware, or other harmful code; (g) constitutes unsolicited or unauthorized advertising, spam, or promotional material; (h) impersonates any person or entity or misrepresents your affiliation with any person or entity; (i) violates the privacy or publicity rights of any third party; or (j) is otherwise prohibited by applicable law.

The Company will report apparent child sexual abuse material to the National Center for Missing & Exploited Children (NCMEC), to the Canadian Centre for Child Protection (Cybertip.ca), and to law enforcement as required by law. The Company may preserve and disclose Content and account information in connection with such reports without prior notice to you.

6.3 Fair Housing Compliance

SUBSCRIBERS MUST ENSURE THAT ALL PROPERTY WEBSITES, ORDER FORMS, AND CONTENT COMPLY WITH ALL APPLICABLE FAIR HOUSING AND ANTI-DISCRIMINATION LAWS, INCLUDING BUT NOT LIMITED TO THE FAIR HOUSING ACT (UNITED STATES), THE CANADIAN HUMAN RIGHTS ACT, AND ANY APPLICABLE STATE, PROVINCIAL, OR LOCAL FAIR HOUSING LAWS. THE COMPANY DOES NOT MONITOR CONTENT FOR FAIR HOUSING COMPLIANCE AND IS NOT LIABLE FOR ANY VIOLATIONS BY SUBSCRIBERS.

6.4 Automated Access

You shall not access the Platform using any automated means (including bots, scrapers, spiders, or crawlers) without the Company's prior written consent, except for search engine indexing of public Property Websites and Order Forms.

6.5 Enforcement

The Company does not proactively monitor, review, or screen Content uploaded to or transmitted through the Platform, and assumes no obligation to do so. However, the Company reserves the right, but is not obligated, to monitor use of the Platform for violations of these Terms. The Company may, in its sole discretion, suspend or terminate accounts, remove Content, or take other appropriate action in response to violations of these Terms, reports from users or third parties, or conduct that the Company determines is harmful to the Platform, its users, or third parties. The Company's decision not to act on a particular violation does not waive its right to act on that or any other violation in the future.

6.6 Cooperation with Law Enforcement

The Company may disclose any Content, account information, or usage data to law enforcement authorities, government officials, or third parties if the Company believes in good faith that such disclosure is: (a) required by law, subpoena, court order, or legal process; (b) necessary to protect the safety of any person or the public; (c) necessary to prevent or stop activity that the Company considers illegal or unethical; or (d) necessary to protect the rights, property, or security of the Company, the Platform, or its users. The Company is also required by law to report certain illegal content (including but not limited to child sexual abuse material) to the appropriate authorities and will do so immediately upon discovery. You acknowledge and agree that the Company may make such disclosures without notice to you.

7. Content and Intellectual Property

7.1 Subscriber Content Ownership

You retain all ownership rights in the Content you upload, create, or transmit through the Platform. The Company does not claim ownership of your Content.

7.2 License Grant to the Company

By uploading, creating, or transmitting Content through the Platform, you grant the Company a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable (solely to the Company's service providers for the purpose of providing the Platform), and transferable license to use, reproduce, process, adapt, modify, display, transmit, distribute, cache, store, and create derivative works of your Content solely for the purpose of providing, operating, maintaining, and improving the Platform and the Services.

Without limiting the generality of the foregoing, this license includes the right to:

  • Store, host, back up, and archive your Content on the Company's infrastructure and the infrastructure of its service providers
  • Process, transcode, compress, resize, reformat, generate thumbnails, create responsive image variants, optimize for web delivery, apply watermarks (where configured by you), and otherwise technically modify your Content for compatibility and performance
  • Display, transmit, stream, and deliver your Content to your designated Clients through galleries, download links, delivery pages, and other delivery mechanisms
  • Publicly display your Content on Property Websites you create using the Platform
  • Reproduce, cache, and distribute copies of your Content across content delivery networks for performance optimization
  • Embed, display, or include thumbnails or previews of your Content in transactional emails and notifications sent through the Platform on your behalf
  • Where you choose to publish Content on public-facing Property Websites or galleries, allow such Content to be indexed by search engines
  • Analyze anonymized and aggregated metadata about Content usage (such as file sizes, upload volumes, delivery counts) for monitoring platform performance and improving the Services — this expressly does NOT include using your actual media files or creative content for any purpose other than providing the Services to you

This license terminates with respect to specific Content when you delete that Content from the Platform, and terminates entirely when your account is terminated, subject to reasonable backup deletion timelines and any legal retention requirements.

7.3 Company Intellectual Property

The Platform, including its design, code, features, functionality, documentation, trademarks, logos, and all related Intellectual Property Rights, is and remains the exclusive property of the Company. These Terms do not grant you any right, title, or interest in the Company's Intellectual Property except for the limited license in Section 4.2. You shall not use the Company's trademarks, logos, or branding without prior written consent.

7.4 Feedback

If you provide the Company with any suggestions, ideas, enhancement requests, feedback, recommendations, or other input regarding the Platform ("Feedback"), you hereby assign to the Company all right, title, and interest in such Feedback and agree that the Company shall be free to use, disclose, reproduce, license, and otherwise exploit the Feedback in any manner without compensation, attribution, or obligation to you.

7.5 DMCA and Copyright

The Company respects the Intellectual Property Rights of others. If you believe that your copyrighted work has been copied or made available through the Platform in a way that constitutes copyright infringement, please send a notice to our designated DMCA agent at dmca@spatiko.com, or follow the full procedure described in our DMCA / Copyright Policy. The Company will respond to valid takedown notices in accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512).

8. Media Storage and Delivery

8.1 Media Handling

The Platform stores, processes, and delivers media files on behalf of Subscribers. The Company uses commercially reasonable measures to protect the integrity and availability of media files, but does not guarantee that media files will be free from loss, corruption, or unauthorized access.

8.2 Public Accessibility

When you create a delivery page, gallery, or Property Website, the media files included on those pages become accessible to anyone with the link or publicly accessible, depending on your configuration. You are solely responsible for the decision to make media publicly accessible and for ensuring that you have the necessary rights and permissions to publish any media Content.

8.3 Media Metadata

Media files may contain embedded metadata (such as EXIF data) that includes geolocation coordinates, timestamps, camera settings, and device identifiers. The Company may process this metadata to provide Platform features. You are responsible for removing sensitive metadata before uploading if you do not wish it stored on the Platform.

8.4 No Guarantee of Storage

The Platform is a delivery tool, not a backup service. While we take commercially reasonable steps to maintain the availability of stored media, the Company is not liable for any loss, corruption, or unavailability of media files. You are solely responsible for maintaining your own backups of all media Content.

8.5 Media Retention

Media files are retained for a period determined by your plan and account settings. The Company may implement automatic deletion of media files after a defined retention period, with advance notice provided to you before any scheduled deletion. Upon account termination, media files are handled in accordance with the retention schedule described in Section 12.

9. Property Websites and Order Forms

9.1 Subscriber Responsibility for Public Content

Subscribers are solely responsible for all Content displayed on Property Websites and Order Forms they create using the Platform, including but not limited to property descriptions, images, pricing, service descriptions, and terms. The Company does not review, verify, endorse, or approve any such Content.

9.2 Legal Notices on Public Pages

Subscribers are responsible for ensuring that all public-facing Order Forms and Property Websites include:

  • The Subscriber's own terms of service, refund policy, and cancellation policy (or links thereto)
  • A privacy notice or link to the Subscriber's privacy policy explaining what Client data is collected and how it is used
  • A cookie consent mechanism, where required by applicable law
  • Appropriate disclosures regarding the Subscriber's professional licensing, if applicable

The Company may provide templates or default notices for convenience, but Subscribers remain solely responsible for ensuring such notices are accurate, complete, and compliant with applicable law.

9.3 Custom Domains

If the Platform allows Subscribers to connect custom domains to Property Websites, the Subscriber is solely responsible for domain ownership, registration, renewal, DNS configuration, and SSL certificate management. The Company is not responsible for any disruption, loss of access, or security issue arising from the Subscriber's domain configuration.

9.4 White-Label and Branding

The Platform may offer white-label features that allow Subscribers to customize the appearance of Order Forms, delivery pages, client portals, and Property Websites with their own branding, logos, colors, and domain names. When white-label features are enabled, the Company's branding may be partially or fully removed from Subscriber-facing and Client-facing pages, depending on the Subscriber's plan.

White-labeled pages remain part of the Platform and are subject to all provisions of these Terms. The underlying technology, infrastructure, intellectual property, and functionality of white-labeled pages is and remains the exclusive property of the Company. White-label features are provided solely for the additional marketing and branding of Subscribers and do not transfer any ownership or Intellectual Property Rights to the Subscriber.

The Subscriber shall not represent, imply, or suggest that they own, operate, or have developed the underlying Platform technology. The Company makes no representation that white-labeled features are owned or operated by the Subscriber, and the Subscriber shall not make any such representation to their Clients or any third party.

9.5 Takedown Rights

The Company reserves the right to remove, disable, or restrict access to any Property Website or Order Form that: (a) violates these Terms; (b) violates applicable law; (c) is the subject of a valid copyright or intellectual property complaint; (d) contains Content that, in the Company's sole judgment, poses a risk to the Company, the Platform, or third parties; or (e) at the direction of a court order or governmental authority.

10. Client Payments and Stripe Connect

10.1 Payment Processing

The Platform facilitates payment processing between Subscribers and their Clients through Stripe Connect, a payment processing service provided by Stripe, Inc. The Company is not the payment processor, merchant of record, or a party to any payment transaction between a Subscriber and a Client.

10.2 Stripe Terms

By using the Platform's payment features, you agree to be bound by Stripe's terms of service, including the Stripe Connected Account Agreement and any applicable terms, as they may be amended by Stripe from time to time. You acknowledge that the Company has no control over Stripe's services, fees, policies, or availability.

10.3 Platform Fees

The Company does not charge a platform fee on Client payment transactions. All payment processing fees are charged directly by Stripe in accordance with Stripe's published fee schedule. The Company reserves the right to introduce platform fees in the future with at least thirty (30) days' advance written notice.

10.4 Subscriber Responsibility for Payments

Subscribers are solely responsible for: (a) setting accurate pricing on their Order Forms; (b) determining and collecting any applicable taxes; (c) processing refunds to their Clients; (d) handling chargebacks and payment disputes with their Clients; and (e) complying with all applicable payment card industry (PCI) standards, tax laws, and financial regulations.

10.5 Chargebacks and Disputes

If a Client initiates a chargeback or payment dispute, the Subscriber is solely responsible for responding to and resolving the dispute. The Company may, at its discretion, provide information or tools to assist with dispute resolution, but has no obligation to do so. Any chargeback fees imposed by Stripe or the applicable card network are the Subscriber's responsibility.

10.6 Currency

Subscribers may configure their Order Forms to accept payments in the currencies supported by Stripe. The Company is not responsible for currency conversion fees, exchange rate fluctuations, or any losses arising from foreign exchange transactions.

10.7 Tax Disclaimer

THE COMPANY DOES NOT PROVIDE TAX ADVICE, TAX CALCULATION TOOLS, OR TAX REPORTING SERVICES. THE COMPANY IS NOT RESPONSIBLE FOR DETERMINING WHETHER ANY TAXES APPLY TO YOUR TRANSACTIONS WITH YOUR CLIENTS, FOR COLLECTING OR REMITTING ANY TAXES, OR FOR REPORTING ANY TAX INFORMATION TO ANY TAXING AUTHORITY. YOU ARE SOLELY RESPONSIBLE FOR ALL TAX OBLIGATIONS ARISING FROM YOUR USE OF THE PLATFORM AND YOUR BUSINESS OPERATIONS, INCLUDING BUT NOT LIMITED TO SALES TAX, VALUE-ADDED TAX, GOODS AND SERVICES TAX, INCOME TAX, AND ANY OTHER APPLICABLE TAXES. YOU SHOULD CONSULT WITH A QUALIFIED TAX PROFESSIONAL REGARDING YOUR TAX OBLIGATIONS.

11. Subscription Plans, Fees, and Billing

11.1 Plans

The Platform offers subscription plans, including a free plan and paid plans with varying features and limitations. Current plan descriptions, features, and pricing are available on the Platform's pricing page. The Company reserves the right to modify plans, features, and pricing at any time, subject to the notice requirements in this Section.

11.2 Free Plan

The free plan provides limited access to the Platform's features. The Company reserves the right to modify, limit, or discontinue the free plan at any time with or without notice. Users of the free plan are subject to all provisions of these Terms.

11.3 Paid Plans and Auto-Renewal

Paid subscriptions are available on a monthly or annual billing cycle. All paid subscriptions automatically renew at the end of each billing cycle at the then-current rate unless you cancel before the renewal date. By subscribing to a paid plan, you authorize the Company to charge your payment method on a recurring basis for the applicable subscription fees.

11.4 Payment Method

You must provide a valid payment method (such as a credit card) to subscribe to a paid plan. You authorize the Company to charge your payment method for all fees incurred under your subscription. You are responsible for keeping your payment method current and valid.

11.5 Failed Payments

If a payment fails, the Company will attempt to process the payment using your payment method on file. If payment cannot be collected after reasonable retry attempts, the Company may downgrade your account to the free plan or suspend access to paid features until payment is received. The Company is not liable for any loss of data or functionality resulting from account downgrade or suspension due to failed payment.

11.6 Price Changes

The Company may change subscription prices at any time with at least thirty (30) days' advance written notice to you (via email or in-app notification). Price changes will take effect at the start of your next billing cycle following the notice period. If you do not agree with a price change, you may cancel your subscription before the new price takes effect.

11.7 Taxes

Subscription fees are exclusive of all taxes, levies, and duties imposed by taxing authorities. You are responsible for paying all applicable taxes associated with your subscription, except for taxes based on the Company's net income.

11.8 No Refunds

All subscription fees are non-refundable, except as expressly stated in Section 12 (Cancellation and Termination) or as required by applicable law. There are no refunds for partial months, unused features, or early cancellation of annual plans.

11.9 Fair Use and Quotas

Each subscription plan is subject to usage limits, which may include storage, bandwidth, API requests, file uploads, number of Property Websites, number of Order Forms, number of Authorized Users, and similar measures, as published on the Platform's pricing page or in your account settings. The Company may modify these limits from time to time with reasonable notice. If your use materially exceeds the published limits for your plan, the Company may, after reasonable notice: (a) throttle, suspend, or restrict access to the features in question; (b) require you to upgrade to a higher-tier plan; (c) charge overage fees at the rates published on the pricing page; or (d) terminate the affected feature or your account in accordance with Section 12.

Notwithstanding the foregoing, the Company may take immediate action — including throttling, rate-limiting, or temporary suspension — without prior notice where the Company reasonably believes such action is necessary to maintain the stability, security, or availability of the Platform for other users, including in response to automated or scripted traffic, denial-of-service-like usage patterns, or abuse of public-facing Property Websites or Order Forms.

12. Cancellation and Termination

12.1 Subscriber Cancellation

You may cancel your subscription at any time through your account settings. Upon cancellation, you will retain access to paid features until the end of your current billing period, after which your account will be downgraded to the free plan (if available) or deactivated. Cancellation does not entitle you to a refund of any previously paid fees.

12.2 Account Suspension

The Company may suspend your access to the Platform, in whole or in part, at any time if the Company reasonably believes: (a) your account is being used in violation of these Terms; (b) your account poses a security risk to the Platform or its users; (c) suspension is required by law or legal process; or (d) investigation is needed to determine whether a violation has occurred. During suspension, your account data will be preserved but you will not be able to access the Platform or its features. The Company will make commercially reasonable efforts to notify you of the reason for suspension and the steps required to restore access. Suspension does not constitute termination, and the Company may reinstate access at its discretion upon resolution of the underlying issue.

12.3 Termination by the Company for Cause

The Company may suspend or terminate your account immediately, without prior notice, if: (a) you breach any provision of these Terms; (b) you engage in activity that the Company determines, in its sole discretion, is harmful to the Platform, its users, or third parties; (c) you fail to pay any fees when due after reasonable notice and opportunity to cure; (d) the Company is required to do so by law or legal process; or (e) the Company reasonably believes your account is being used fraudulently or for unauthorized purposes.

12.4 Termination by the Company Without Cause

The Company may terminate your account for any reason with at least thirty (30) days' advance written notice to you. If the Company terminates your account without cause and you have prepaid for an annual subscription, the Company will provide a pro-rated refund for the unused portion of the prepaid period.

12.5 Effect of Termination

Upon termination of your account (whether by you or by the Company):

  • Your right to access and use the Platform terminates immediately (or at the end of your billing period, in the case of Subscriber-initiated cancellation)
  • The Company will retain your account data for thirty (30) days following termination to allow for data export, after which it will be permanently deleted
  • Media files will be retained in accordance with your plan settings, after which they will be permanently deleted
  • Billing and transaction records will be retained as required by applicable tax and accounting laws
  • Any outstanding fees owed to the Company become immediately due and payable
  • The Company may delete or remove all Content associated with your account after the data export period

12.6 Data Export

Following termination, you may request an export of your account data by emailing support@spatiko.com within thirty (30) days of termination. The Company will provide your data in a commonly used, machine-readable format within a reasonable time following your request and in any event before the close of the thirty (30) day window. After the thirty (30) day export window, the Company has no obligation to retain or provide access to your data.

12.7 Data Portability

During your active subscription, you may request an export of your data (including account information, order history, client data, CRM data, and media files) by emailing support@spatiko.com. The Company will provide your data in a commonly used, machine-readable format within a reasonable time following your request and in any event no later than thirty (30) days after receipt. This right is in addition to any data portability rights you may have under applicable privacy laws.

12.8 Survival

The following sections survive termination of these Terms: Section 2 (Definitions), Section 5.3 (Indemnification), Section 5.5 (Representations and Warranties), Section 7 (Content and Intellectual Property), Section 14 (AI Features — disclaimers), Section 16 (Confidentiality), Section 17 (Disclaimers), Section 18 (Limitation of Liability), Section 19 (Indemnification), Section 20 (Dispute Resolution), and Section 24 (General Provisions).

13. Communications and Email

13.1 Transactional Communications

By creating an account, you consent to receive transactional communications from the Platform, including order confirmations, payment receipts, delivery notifications, account alerts, security notices, and password reset emails. These communications are essential to the operation of the Platform and are not marketing communications.

13.2 Service Announcements

We may send you communications related to the operation, maintenance, security, and improvement of the Platform, including notices of scheduled maintenance, service disruptions, feature updates, and changes to these Terms. You may not opt out of critical service announcements.

13.3 Marketing Communications

We will only send you marketing or promotional communications with your express prior consent, as required by applicable anti-spam laws including Canada's Anti-Spam Legislation (CASL) and the CAN-SPAM Act. Each marketing communication will include a clear unsubscribe mechanism. We will process unsubscribe requests within ten (10) days.

13.4 Subscriber-to-Client Communications

When using the Platform's notification and email features to communicate with your Clients, you are solely responsible for ensuring compliance with all applicable anti-spam legislation, including CASL and the CAN-SPAM Act. The Company provides the communication tools; you are responsible for the content and legal compliance of messages sent through those tools.

14. AI Features

14.1 AI-Powered Tools

The Platform offers features powered by artificial intelligence and machine learning, including but not limited to automated image tagging, content suggestions, smart scheduling, text generation, workflow automation, and other AI-assisted tools. These features are provided to enhance your use of the Platform and may be updated, modified, or discontinued at any time.

14.2 Third-Party AI Providers

AI features may be provided through third-party AI service providers, including both proprietary closed-API providers and open-source models (such as Meta Llama) hosted by third-party inference providers. When your data is processed by AI features, it may be sent to these third-party providers for processing. While we select providers that offer data processing agreements and represent that API inputs are not used for model training, the Company cannot guarantee how third-party AI providers process, store, or retain data once it is transmitted to their systems. Each provider's handling of data is governed by their own terms and privacy policies. A current list of AI sub-processors is available on request as described in our Privacy Policy.

14.3 AI Disclaimers

AI-GENERATED CONTENT MAY BE INACCURATE, INCOMPLETE, OR UNSUITABLE FOR YOUR PURPOSES. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, VERIFYING, AND APPROVING ANY AI-GENERATED CONTENT BEFORE USING IT IN YOUR BUSINESS OR SHARING IT WITH YOUR CLIENTS. THE COMPANY MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR FITNESS FOR PURPOSE OF ANY AI-GENERATED CONTENT.

14.4 Opt-Out

Where available, you may disable AI-powered features in your account settings. Disabling AI features may limit certain Platform functionality.

14.5 No Automated Decision-Making with Legal Effects

The Company does not use AI or automated processing to make decisions that produce legal or similarly significant effects on you without human oversight.

14.6 Beta and Experimental Features

The Platform may from time to time offer beta, preview, early access, or experimental features ("Beta Features"). Beta Features are provided "as is" and "as available" without any warranty of any kind. The Company makes no representations that Beta Features will function correctly, will be continued, or will be made generally available. Beta Features may be modified or discontinued at any time without notice. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL HAVE NO LIABILITY OF ANY KIND ARISING FROM YOUR USE OF ANY BETA FEATURE, AND THE LIABILITY LIMITATIONS IN SECTION 18 SHALL APPLY WITH THE FALLBACK CAP FOR BETA FEATURES LIMITED TO ZERO DOLLARS ($0). Your use of Beta Features is at your sole risk. Feedback you provide regarding Beta Features is subject to Section 7.4.

14.7 Open-Source Model Attribution

Certain Platform AI features are built using open-source models made available under their respective licenses, including Meta Llama (provided under the Meta Llama Community License). Built with Meta Llama.

15. User-Initiated Integrations

15.1 Third-Party Integrations

The Platform allows you to connect third-party services through integrations, which may include email, calendar, cloud storage, project management, accounting, and other business tools. These integrations require your explicit authorization and are initiated by you. You can disconnect any integration at any time through your account settings.

15.2 Third-Party Terms

Your use of third-party integrations is subject to the third-party service's own terms of service and privacy policies. The Company is not responsible for the availability, functionality, privacy practices, or security of any third-party service. The Company does not endorse or warrant any third-party service.

15.3 Google API Services

The Platform integrates with Google services, including Google Sign-In, Google Calendar, Gmail, and Google Drive. Spatiko's use and transfer to any other app of information received from Google APIs will adhere to the Google API Services User Data Policy, including the Limited Use requirements. The Company uses data received from Google APIs solely to provide and improve the Platform features you have authorized and does not use Google user data for advertising or any purpose unrelated to the Platform's functionality.

15.4 YouTube

The Platform integrates with YouTube to allow Subscribers to (a) embed publicly accessible YouTube videos on Property Websites and other public-facing pages and (b) upload videos to a Subscriber's YouTube channel through authenticated access to the YouTube Data API. By using these features, you agree to be bound by the YouTube Terms of Service, and you acknowledge that information the Company receives from YouTube is governed by the Google Privacy Policy. The Company's use of YouTube data is limited to providing the features you have authorized and is subject to the YouTube API Services Developer Policies, including restrictions on the use of YouTube data for advertising, model training, or any purpose unrelated to the authorized feature. You may revoke the Company's access to your YouTube data at any time through the Google security settings page; revocation will disable any feature that depends on YouTube access.

16. Confidentiality

16.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other in connection with these Terms that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction.

16.2 Obligations

Each party agrees to: (a) protect the other party's Confidential Information using at least the same degree of care it uses to protect its own Confidential Information, but no less than reasonable care; (b) use the other party's Confidential Information only for the purposes of performing its obligations or exercising its rights under these Terms; and (c) not disclose the other party's Confidential Information to any third party except as expressly permitted by these Terms.

16.3 Compelled Disclosure

A receiving party may disclose Confidential Information to the extent required by applicable law, regulation, or valid court order, provided that the receiving party: (a) provides prompt written notice to the disclosing party (to the extent legally permitted); and (b) reasonably cooperates with the disclosing party's efforts to obtain protective treatment of such Confidential Information.

16.4 Survival

The obligations of confidentiality under this Section 16 shall survive the termination of these Terms for a period of three (3) years.

17. Disclaimers of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE; AND (C) WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING: (A) THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT ON THE PLATFORM, INCLUDING SUBSCRIBER CONTENT AND CLIENT DATA; (B) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM; (C) THE AVAILABILITY, PERFORMANCE, OR FUNCTIONALITY OF ANY THIRD-PARTY SERVICES, INCLUDING STRIPE, CLOUD HOSTING PROVIDERS, AI PROVIDERS, EMAIL DELIVERY SERVICES, OR ANY OTHER THIRD-PARTY INTEGRATIONS; OR (D) THE CONDUCT OF ANY SUBSCRIBER, CLIENT, OR OTHER USER OF THE PLATFORM.

THE PLATFORM DOES NOT PROVIDE LEGAL, TAX, FINANCIAL, REAL ESTATE, OR ANY OTHER PROFESSIONAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR YOUR OWN BUSINESS DECISIONS AND FOR SEEKING APPROPRIATE PROFESSIONAL COUNSEL.

17.1 No Uptime Guarantee

THE COMPANY DOES NOT GUARANTEE ANY SPECIFIC LEVEL OF UPTIME, AVAILABILITY, OR PERFORMANCE. THE PLATFORM MAY BE SUBJECT TO SCHEDULED AND UNSCHEDULED DOWNTIME, MAINTENANCE, AND INTERRUPTIONS. THE COMPANY WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN THE AVAILABILITY OF THE PLATFORM BUT SHALL NOT BE LIABLE FOR ANY DOWNTIME OR INTERRUPTION.

17.2 Mandatory Statutory Rights

Nothing in these Terms is intended to exclude, restrict, or modify any statutory rights, guarantees, or remedies that cannot be lawfully excluded, restricted, or modified under the laws of your jurisdiction.

18. Limitation of Liability

18.1 Exclusion of All Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS OWNERS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "DISCLAIMING PARTIES") BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF MEDIA FILES OR CONTENT, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, PERSONAL INJURY, OR PROPERTY DAMAGE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), ARISING OUT OF OR RELATING TO THESE TERMS, YOUR USE OF OR INABILITY TO USE THE PLATFORM, OR ANY SERVICES, CONTENT, OR PRODUCTS OBTAINED THROUGH THE PLATFORM, EVEN IF THE DISCLAIMING PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 Fallback Cap

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, IN SUCH JURISDICTIONS THE DISCLAIMING PARTIES' TOTAL CUMULATIVE LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO THE COMPANY DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED US DOLLARS ($100). THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION AND REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED.

18.3 Exceptions

The limitations in this Section 18 do not apply to: (a) liability that cannot be limited or excluded under applicable mandatory law; (b) your indemnification obligations under Section 5.3 and Section 19; or (c) your breach of Section 4.3 (Restrictions) or Section 7 (Intellectual Property).

18.4 Basis of the Bargain

You acknowledge that the Company has set its fees and entered into these Terms in reliance upon the disclaimers, limitations of liability, and indemnification obligations set forth herein, that the Platform is provided as a technology facilitator and not as a party to Subscriber-Client transactions (Section 5.1), and that the allocation of risk reflected in Sections 5, 17, 18, and 19 collectively forms an essential basis of the bargain between the parties. The fees charged by the Company reflect this allocation of risk, and the Company would not provide the Platform at its current pricing without these protections. THE LIMITATIONS SET FORTH IN THIS SECTION 18 SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

19. Indemnification

19.1 Your Indemnification Obligations

You agree to defend, indemnify, and hold harmless the Company and its owners, members, managers, officers, directors, shareholders, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising from or related to:

  • Your use of the Platform or any activity under your account
  • Your Content, Deliverables, Order Forms, Property Websites, or other materials you create, upload, or make available through the Platform
  • Your relationship with your Clients, including any disputes regarding service quality, pricing, refunds, cancellations, or any other aspect of your business
  • Your violation or alleged violation of any applicable law, regulation, or third-party right, including Intellectual Property Rights, privacy rights, fair housing laws, consumer protection laws, anti-spam laws, and tax laws
  • Your breach of these Terms
  • Any claim by a Client, property owner, or other third party arising from their interaction with your Order Forms, Property Websites, Deliverables, or any Platform features you have enabled or configured
  • Your use of the Platform's communication, notification, or email features in violation of applicable anti-spam legislation

19.2 Indemnification Procedure

The Company will promptly notify you of any claim for which it seeks indemnification (provided that failure to notify does not relieve your indemnification obligations except to the extent you are materially prejudiced). You shall have the right to control the defense and settlement of any such claim, provided that you shall not settle any claim without the Company's prior written consent if the settlement would impose any obligation on the Company or admit any liability on the Company's part. The Company may participate in the defense of any claim at its own expense.

20. Dispute Resolution

20.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact the Company at legal@spatiko.com and attempt to resolve the dispute informally for at least thirty (30) days. Most disputes can be resolved informally through good-faith negotiation.

20.2 Mandatory Binding Arbitration

IF INFORMAL RESOLUTION IS UNSUCCESSFUL, AND SUBJECT TO THE CONSUMER-LAW CARVE-OUT BELOW, YOU AND THE COMPANY AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT.

The arbitration shall be administered by the ADR Institute of Canada, Inc. ("ADRIC") under the ADRIC Arbitration Rules then in force. The arbitration shall be conducted by a single arbitrator. The arbitrator shall have exclusive authority to resolve all disputes, including the interpretation, applicability, enforceability, or formation of these Terms.

The seat of arbitration shall be Toronto, Ontario, Canada, and the arbitration shall be conducted in the English language. At the election of the claimant, hearings may be conducted remotely via video conference.

The arbitrator may award any relief that a court of competent jurisdiction in Ontario could award, including injunctive and declaratory relief, but only to the extent required to satisfy the individual claim. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Consumer carve-out: Nothing in this Section 20.2 applies to any dispute in which mandatory arbitration is prohibited or unenforceable under applicable consumer-protection legislation, including (without limitation) the Ontario Consumer Protection Act, 2002, the Quebec Consumer Protection Act (CQLR c. P-40.1), and similar legislation in other provinces and territories. Any such dispute shall be resolved in the courts specified in Section 20.7.

20.3 Class Action Waiver

EXCEPT WHERE PROHIBITED BY APPLICABLE CONSUMER-PROTECTION LEGISLATION, YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PARTY AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

This class-action waiver does not apply to the extent it is unenforceable under the law of your province or territory of residence (for example, where class-proceeding rights are preserved by mandatory consumer-protection legislation).

20.4 Small Claims Court Exception

Notwithstanding the foregoing, either party may bring an individual action in the Ontario Small Claims Court (a branch of the Superior Court of Justice) for claims within its monetary jurisdiction, or in the equivalent small claims court of the claimant's province or territory of residence.

20.5 Opt-Out

You may opt out of the arbitration and class-action waiver provisions of this Section 20 by sending written notice to legal@spatiko.com within thirty (30) days of first accepting these Terms. Your notice must include your name, account information, and a clear statement that you wish to opt out of arbitration. If you opt out, you and the Company agree to resolve disputes exclusively in the courts specified in Section 20.7.

20.6 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

20.7 Venue

For any claims not subject to arbitration (including claims by parties who have opted out of arbitration and claims falling within the consumer carve-out in Section 20.2), the exclusive jurisdiction and venue shall be the courts of the Province of Ontario sitting in Toronto, and each party irrevocably attorns to the jurisdiction of such courts, except where mandatory consumer-protection legislation preserves a consumer's right to sue in the courts of their own province or territory of residence.

20.8 Injunctive Relief

Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction for the protection of Intellectual Property Rights or Confidential Information, without first engaging in arbitration.

21. Modifications to Terms

21.1 Right to Modify

The Company reserves the right to modify these Terms at any time. When we make changes:

  • Material Changes: For material changes that significantly affect your rights or obligations, we will provide at least thirty (30) days' advance notice before the changes take effect. Notice will be provided by email to the address associated with your account and/or by a prominent banner within the Platform.
  • Non-Material Changes: For minor or clarifying changes, we will update the "Last Updated" date at the top of these Terms.

21.2 Acceptance of Changes

Your continued use of the Platform after the effective date of any modified Terms constitutes your acceptance of the modified Terms. If you do not agree with the modified Terms, you must stop using the Platform and cancel your account before the effective date of the changes.

22. Modifications to Platform

22.1 Right to Modify the Platform

The Company reserves the right to modify, update, enhance, or discontinue any feature, functionality, or aspect of the Platform at any time, with or without notice, in its sole discretion. The Company shall not be liable to you or any third party for any modification, suspension, or discontinuation of any Platform feature or functionality.

22.2 Notice of Material Changes

For material changes that significantly affect core Platform functionality (such as removal of major features), the Company will make commercially reasonable efforts to provide advance notice through email, in-app notifications, or the Company's website. However, the Company is not obligated to maintain any specific feature or functionality.

23. Jurisdiction-Specific Provisions

23.1 Canada

The Company is based in Toronto, Ontario, Canada, and these Terms are governed by the laws of Ontario and the federal laws of Canada applicable therein (see Section 20.6). The following additional terms apply to users accessing the Platform from Canada:

  • Privacy: Our handling of personal information is governed by the federal Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation, including Quebec's Act respecting the protection of personal information in the private sector (Law 25), Alberta's Personal Information Protection Act, and British Columbia's Personal Information Protection Act. For details, see our Privacy Policy.
  • CASL: The Company complies with Canada's Anti-Spam Legislation (S.C. 2010, c. 23) with respect to all commercial electronic messages sent to Canadian recipients. The Company will not send commercial electronic messages without express or implied consent, and every such message will contain the Company's identification, mailing address, and an unsubscribe mechanism as required by CASL and the CRTC's electronic commerce regulations.
  • Ontario Consumer Protection Act, 2002: If you are an Ontario consumer, any rights under the Ontario Consumer Protection Act, 2002 and O. Reg. 17/05 that cannot be contractually waived are preserved notwithstanding anything to the contrary in these Terms, including the disclosure requirements for internet agreements.
  • Quebec residents: The Quebec Consumer Protection Act (CQLR c. P-40.1) and Law 25 provide rights that cannot be waived by contract. Without limiting the consumer carve-out in Section 20.2, mandatory arbitration clauses and class-action waivers are not enforceable against Quebec consumers to the extent prohibited by Article 11.1 of the Quebec Consumer Protection Act. If you are a resident of Quebec, the French-language version of these Terms (if one is made available) shall prevail in the event of any conflict with the English-language version, to the extent required by the Charter of the French Language.
  • Copyright — Notice and Notice: The Company participates in Canada's notice-and-notice regime under sections 41.25 to 41.27 of the Copyright Act and will forward valid infringement notices to affected users. Notices may be sent to legal@spatiko.com.

23.2 United States

If you access the Platform from the United States or are a US resident, the following additional terms apply alongside Sections 20.6 (Governing Law) and 20.7 (Venue):

  • The Platform complies with the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA) with respect to the personal information of California residents. For details on data rights, see our Privacy Policy.
  • Auto-Renewal Compliance: The Company complies with the California Automatic Renewal Law (Cal. Bus. & Prof. Code § 17600 et seq.), the New York General Business Law § 527-a, and similar state automatic renewal statutes. Before you are charged, you will be presented with clear and conspicuous disclosure of the auto-renewal terms and a mechanism to accept them. You will receive a confirmation email summarizing the material terms, including the amount charged, billing frequency, and cancellation instructions.
  • DMCA: The Company has registered a designated agent with the U.S. Copyright Office under the Digital Millennium Copyright Act (17 U.S.C. § 512) in order to claim safe-harbor protection for U.S.-based users. See our DMCA / Copyright Policy for the designated agent's contact details and the takedown procedure.

23.3 European Economic Area, United Kingdom, and Switzerland

As stated in Section 1.1, the Platform is not offered to individuals or businesses located in, resident in, or accessing the Platform from the European Economic Area, the United Kingdom, or Switzerland. The Company implements geographic restrictions at signup but does not warrant that all access from these jurisdictions can be prevented. To the extent any individual in one of these jurisdictions accesses the Platform notwithstanding this restriction (including inadvertent or transitional access), the following apply: (a) statutory rights under the EU General Data Protection Regulation (Regulation (EU) 2016/679), the UK General Data Protection Regulation, the UK Data Protection Act 2018, the UK Consumer Rights Act 2015, the Swiss Federal Act on Data Protection, and any other mandatory consumer-protection or data-protection legislation applicable to that individual are preserved to the extent required by law; and (b) the arbitration provisions in Section 20 do not apply to consumer disputes that fall within the scope of mandatory consumer-protection legislation of those jurisdictions. The Company does not target the Platform to users in these jurisdictions and does not offer it as a service to controllers established in these jurisdictions.

23.4 Australia

If you access the Platform from Australia or are an Australian resident, the Platform comes with guarantees that cannot be excluded under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010). Nothing in these Terms purports to exclude, restrict, or modify any consumer guarantee under the Australian Consumer Law.

23.5 All Other Jurisdictions

If you access the Platform from a jurisdiction not specifically addressed above: (a) these Terms are subject to any mandatory consumer protection, data protection, or other laws applicable in your jurisdiction that cannot be contractually waived; (b) to the extent any provision of these Terms is unenforceable under your local law, that provision shall be modified to the minimum extent necessary to make it enforceable, and all other provisions shall remain in full force and effect; and (c) the governing law and dispute resolution provisions in Section 20 shall apply to the fullest extent permitted by the laws of your jurisdiction.

24. General Provisions

24.1 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. All remaining provisions shall continue in full force and effect.

24.2 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms shall be effective only if in writing and signed by the waiving party.

24.3 Assignment

You may not assign, transfer, or delegate your rights or obligations under these Terms without the Company's prior written consent. The Company may freely assign these Terms, in whole or in part, to any successor in interest by way of merger, acquisition, reorganization, incorporation, change of business structure, or sale of all or substantially all of its assets or business. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their successors, and permitted assigns.

24.4 Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms (other than payment obligations) arising from any cause or circumstance beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemics, war, terrorism, government actions, power outages, internet disruptions, failures of third-party service providers (including cloud hosting, payment processors, and email delivery services), cyberattacks, labor disputes, and supply chain disruptions. The affected party shall use commercially reasonable efforts to mitigate the effects, promptly notify the other party, and resume performance as soon as reasonably practicable.

24.5 Notices

All legal notices to the Company must be sent by email to legal@spatiko.com and, for formal service of process, in writing to Spatiko, 2967 Dundas St. W. #239D, Toronto, Ontario M6P 1Z2, Canada. Notices to you will be sent to the email address associated with your account. Email notices are deemed received on the business day following transmission.

24.6 Independent Contractors

The relationship between the Company and you is that of independent contractors. Nothing in these Terms creates any relationship of employment, agency, partnership, joint venture, or franchise.

24.7 No Third-Party Beneficiaries

These Terms are for the benefit of the parties hereto and their permitted successors and assigns only. Nothing in these Terms is intended to confer any rights or remedies upon any third party, except for the Indemnified Parties identified in Section 19.

24.8 Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

24.9 Electronic Communications

You agree that these Terms and any notices, agreements, disclosures, or other communications that the Company provides to you electronically satisfy any legal requirement that such communications be in writing.

25. Contact Information

If you have any questions about these Terms, please contact us at:

Spatiko

2967 Dundas St. W. #239D

Toronto, Ontario M6P 1Z2, Canada

Email: support@spatiko.com