Spexi Platform Terms of Use

BY PARTICIPATING IN THE SPEXI PLATFORM, YOU REPRESENT THAT YOU ARE NOT A PERSON OR ENTITY WHO IS RESIDENT IN, A CITIZEN OF, IS LOCATED IN, IS INCORPORATED IN, OR HAS A REGISTERED OFFICE IN ANY RESTRICTED TERRITORY, AS DEFINED BELOW (ALONG WITH ANY SUCH PERSON OR ENTITY FROM A RESTRICTED TERRITORY, ARE REFERRED TO HEREIN AS A “RESTRICTED PERSON”). 

IMPORTANT NOTICE REGARDING ARBITRATION FOR OUR USERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND SPEXI THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 16 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 16 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 15 (GOVERNING LAW AND FORUM CHOICE) WILL APPLY INSTEAD.

“Mapped Data” means any content in connection with a Mapped Spexigon that is posted, uploaded, or otherwise made available through the Spexi Platform.

‍“Mapped Spexigon” means a Spexigon flown and captured by a Pilot and successfully uploaded to the Spexi Platform and verified by LayerDrone.

‍“Spexigon” means a hexagonal plot of land that is approximately 22 acres in size.

• By clicking “I Agree” prior to accessing the Spexi Platform, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not select “I Agree” and do not use the Spexi Platform. If you are accessing and using the Spexi Platform on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.

• Please review our Privacy Notice, which also governs your use of the Spexi Platform, for information on how we collect, use and share your information.

• (a)  Restricted Territories. You are not a resident, national, or agent of Cuba, Iran, North Korea, Belarus, Russia, and the Crimea, Luhansk, Donetsk, Zaporizhzhia, and Kherson regions of Ukraine, or any other country or jurisdiction to which Canada, the United Kingdom, the United States, the United Nations Security Council, or the European Union embargoes goods or imposes similar sanctions (collectively, “Restricted Territories”).

• (b)  Sanctions List. You are not a member of any sanctions list or equivalent established by Canada, the United States, the United Nations Security Council, or the European Union (collectively, “Sanctions List Person”) and you do not intend to transact with any Restricted Person or Sanctions List Person.

• (c) Account. If you want to use certain features of the Spexi Platform, you’ll have to create an account (“Account”). It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.

• (d)  Verification. Spexi reserves the right to verify your eligibility at any time and to suspend or terminate your access to the Spexi Platform if you fail to meet these requirements.

• (a) Compatible Third-Party Drone Technology. The Spexi Platform is designed to operate solely with compatible “Third-Party Drone Technology” as set forth at https://docs.spexi.com/get-started/what-you-need-to-fly  and amended from time to time. Changes, including modifications and upgrades, to Third-Party Drone Technology may affect the interaction of the LayerDrone Network and/or the Spexi Platform with such Third-Party Drone Technology, and the LayerDrone Network and/or the Spexi Platform may no longer effectively operate with such Third-Party Drone Technology following such changes; please confirm the compatibility of your Third-Party Drone Technology before participating in LayerDrone Missions (as defined below). “Third-Party Drone Technology” means technology, including unmanned aerial vehicles (also referred to as RPAS, UAVs, multi-rotors, and drones), transmitters, receivers, hardware, and software, provided by third parties and compatible with the LayerDrone network and the Spexi Platform as specified on the Spexi Platform.

• (b) Mapped Data.
  
          (i) Data Submission. The Spexi Platform allows you to upload or otherwise submit data captured in connection with a Spexigon. All Data submitted by Pilots must meet the minimum quality, accuracy, and completeness standards as specified by Spexi and/or LayerDrone (as defined below). Spexi reserves the right to reject, request resubmission of, or remove any Mapped Data that does not meet these standards, as determined in its sole discretion.
  
          (ii) Permissions to Your Mapped Data. By sharing any Mapped Data, Pilot hereby irrevocably assigns and transfers to LayerDrone Foundation (“LayerDrone”) and Spexi, all right, title, and interest, including all intellectual property rights therein, in and to the Mapped Data. Pilot further waives and agrees not to assert any moral rights or rights of attribution it may have in the Mapped Data, to the fullest extent permitted by applicable law. Pilot acknowledges and agrees that the Rewards constitute full and adequate consideration for this assignment and waiver, and that no further compensation or consideration is owed by LayerDrone or Spexi.
  
        (iii) Your Representations for Mapped Data. You represent and warrant that you have (and will have) all rights that are necessary to grant us the rights in your Mapped Data under these Terms. You represent and warrant that neither your Mapped Data, nor your use and provision of your Mapped Data to be made available through the LayerDrone Network and Spexi Platform, nor any use of your Mapped Data by LayerDrone or Spexi on or through the LayerDrone Network or the Spexi Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
  

• (c) Drone Regulatory Compliance. Pilots are solely responsible for ensuring that all Third-Party Drone Technology operations conducted in connection with the Spexi Platform comply with all applicable laws, regulations, and guidelines, including but not limited to those relating to airspace, safety, privacy, and data collection. Spexi does not assume any responsibility for your compliance with such requirements.

• (d) Battery Recycling. You agree to safely discharge and recycle the batteries of any Third-Party Drone Technology or other additional equipment used in strict accordance with the applicable laws and regulations of your jurisdiction. For assistance, contact your local recycling or waste collection center, and refer to the drone’s user manual for information on the battery type and any available manufacturer’s guidance on battery discharge instructions or other recycling specifications.

• (e) 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 Platform, 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 with all assistance reasonably required to perfect such rights.

• (a) Rewards. Pilots may earn rewards in the form of stablecoins from third parties and/or points called “Reputation Points” or “RP” issued by Spexi (collectively “Rewards”) for eligible Mapped Data submitted to the LayerDrone network via the Spexi Platform. Eligibility to receive Rewards and Reward amounts is subject to (i) Spexi’s rewards program terms, which will be available through the Spexi Platform, and which may be amended at any time in Spexi’s sole discretion; or (ii) if the Rewards are distributed by a third-party, the rewards terms of such third-party. 

• (b) Wallet. Certain third-party Rewards may require you to receive Rewards through the Spexi Platform by linking your digital wallet(s) to the Spexi Platform, which allows you to claim your Rewards and engage in transactions using supported digital assets. If you do not have a digital wallet, you may generate a digital wallet through the Spexi Platform. Spexi does not and will not have access, control, or custody of stablecoin Rewards or any other assets in your digital wallet.

• (c) Reputation Points. You may use RP to reserve LayerDrone Missions that will allow you to create Mapped Data. “LayerDrone Missions” are flight operations, missions, or activities that are set forth, scheduled, or directed by Spexi, including those where Spexi determines or provides input on the flight objectives, routes, locations, data collection parameters, or timing of the mission. Without limiting the foregoing, Pilot acknowledges and agrees that all RP will be expressly subject to (i) Pilot’s eligibility to participate in LayerDrone Missions; (ii) Pilot’s satisfactory performance of its completed LayerDrone Missions, in Spexi’s sole discretion, and (iii) Pilot’s compliance with these Terms. If you reserve LayerDrone Missions and fail to fulfill such LayerDrone Missions, Spexi reserves the right to deduct RP from your Account. 

• (d) Tax. Your payment information must match account registration information. It is your responsibility to determine what, if any, taxes apply to the payments you receive through the Spexi Platform (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 is not responsible for determining whether any taxes apply to your transaction, or for calculating, collecting, reporting or remitting taxes arising from any transaction. Should GST/HST, VAT, excise or any other taxes be applicable on the payments you received through the Spexi Platform, the rewards amount paid is considered to be inclusive of the applicable taxes. Failure to provide accurate payment or tax information, or to comply with applicable tax laws, may result in forfeiture of Rewards. 

• Spexi may require payment of a fee for use of the Spexi Platform (or certain portions thereof) and you agree to pay such fees. 

• We may make available through the Spexi Platform content that is subject to intellectual property rights. We retain all rights to that content.

•  You agree not to do any of the following:

• (a)  Use, display, mirror or frame the Spexi Platform or any individual element within the Spexi Platform, Spexi’s name, any Spexi trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Spexi’s express written consent; 

• (b) Access, tamper with, or use non-public areas of the Spexi Platform, Spexi’s computer systems, or the technical delivery systems of Spexi’s providers; 

• (c) Attempt to probe, scan or test the vulnerability of any Spexi system or network or breach any security or authentication measures; 

• (d) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Spexi or any of Spexi’s providers or any other third party (including another user) to protect the Spexi Platform; 

• (e) Attempt to access or search the Spexi Platform or download content from the Spexi Platform using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Spexi or other generally available third-party web browsers; 

• (f) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; 

• (g) Use any meta tags or other hidden text or metadata utilizing a Spexi trademark, logo URL or product name without Spexi’s express written consent; 

• (h) Use the Spexi Platform, or any portion thereof, for the benefit of any third party or in any manner not permitted by these Terms; 

• (i) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Spexi Platform to send altered, deceptive or false source-identifying information; 

• (j) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Spexi Platform, or any portion thereof; 

• (k) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Spexi Platform; 

• (l) Collect or store any personally identifiable information from the Spexi Platform from other users of the Spexi Platform without their express permission; 

• (m) Impersonate or misrepresent your affiliation with any person or entity; 

• (n) Violate any applicable law, rule or regulation; or

• (o) Encourage or enable any other individual to do any of the foregoing.

• Spexi is not obligated to monitor access to or use of the Spexi Platform or to review or edit any content. However, we have the right to do so for the purpose of operating the Spexi Platform, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Spexi Platform. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

• The Spexi Platform (including the App) may allow you to access third-party websites or other resources (e.g., the LayerDrone network). We provide access only as a convenience and are not responsible for the content, products or Spexi Platform on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party resources. By participating in a LayerDrone Mission and creating Mapped Data, you agree to the terms of the LayerDrone network terms of service available at https://www.layerdrone.org/terms and will comply with such terms. You acknowledge and agree that agreement to the LayerDrone Network terms of service will cause you to assign to LayerDrone Foundation all right, title and interest you have in any Mapped Data. 

• We may suspend or terminate your access to and use of the Spexi Platform, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at support@spexi.com or through the Spexi Platform. Upon any termination, discontinuation or cancellation of the Spexi Platform or your account, the following Sections will survive: 5(b), 5(e), 7, 8, 9, 10, 11, 12, 13-17. 

• THE SPEXI PLATFORM IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Spexi Platform will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Spexi Platform.

• You will indemnify and hold Spexi and its affiliates and its and their respective officers, directors, employees, consultants, advisors, service providers and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Spexi Platform, or (b) your violation of these Terms.

• (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SPEXI NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SPEXI PLATFORM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SPEXI PLATFORM OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SPEXI PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SPEXI OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 

• TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SPEXI’S TOTAL CUMULATIVE LIABILITY TO YOU ARISING FROM ALL CLAIMS UNDER OR RELATED TO THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SPEXI PLATFORM EXCEED THE AMOUNTS ACTUALLY PAID BY YOU OR ARE PAYABLE BY YOU TO SPEXI FOR USE OF THE SPEXI PLATFORM, PROVIDED THAT IN NO EVENT WILL SPEXI’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS MADE UNDER OR RELATED TO THESE TERMS EXCEED ONE HUNDRED DOLLARS $100.00. 

• (c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SPEXI AND YOU.

• To the extent permitted by law, these Terms 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 Platform notwithstanding your physical location. You will only use the Spexi Platform in jurisdictions where the Spexi Platform 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 Platform. 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.

• (a) TO THE EXTENT PERMITTED BY LAW, any controversy, claim or dispute arising out of, relating to, or in respect of these Terms, 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 (a “Dispute”), will be handled according to the provisions set out below.

• (b) We are available by email at support@spexi.com to address any concerns you may have regarding your use of the Spexi Platform. Most concerns may be quickly resolved in this manner.

• (c)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 ADR Institute of Canada, Inc.’s Arbitration Rules (the “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. 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 to arbitrate, the law relating to the enforcement of these Terms 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. 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.

• (d) 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. 

• (e) Severability. With the exception of any of the provisions in Section 16(d) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

• (a)  Reservation of Rights. Spexi and its licensors exclusively own all right, title and interest in and to the Spexi Platform, including all associated intellectual property rights. You acknowledge that the Spexi Platform is protected by copyright, trademark, and other laws of the United States, Canada, and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Spexi Platform.

• (b)  Entire Agreement.  These Terms constitute the entire and exclusive understanding and agreement between Spexi and you regarding the Spexi Platform, and these Terms supersede and replace all prior oral or written understandings or agreements between Spexi and you regarding the Spexi Platform. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Spexi’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Spexi may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

• (c) Notices. Any notices or other communications provided by Spexi under these Terms will be given: (i) via email; or (ii) by posting to the Spexi Platform. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

• (d) Waiver of Rights. Spexi’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Spexi. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

• (e)  English Language.  It is the express wish of the parties that these Terms 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 about these Terms or the Spexi Platform, please contact Spexi at support@spexi.com.