Terms of Service

Last Updated: 2025-04-07

1. Services Provided

Space Grid AI provides a software-as-a-service (SaaS) platform designed to facilitate Predictive Space Planning within industrial environments. The Platform allows authorized users to visualize, simulate, and optimize operations over time using digital spatial models derived from 3D scanning technologies. Typical use cases include but are not limited to maritime environments (e.g., shipyards, docks, and marinas) and, in future releases, aerospace and aviation operations. The Services include access to the Platform, associated updates, technical support, and any professional services mutually agreed upon in writing.

2. Fees and Payment Terms

Customer agrees to pay (i) a recurring subscription fee for access to the Platform, and (ii) an initial one-time implementation fee for data capture, spatial digitization, and onboarding services. All fees are exclusive of taxes and shall be invoiced in accordance with the pricing terms set forth in the Order Form or Master Services Agreement. Late payments may incur interest as set forth herein. Space Grid AI reserves the right to suspend access for delinquent accounts.

3. License Grant and Access Rights

Subject to Customer's compliance with the Agreement, Space Grid AI grants Customer a non-exclusive, non-transferable, limited right to access and use the Platform for its internal business purposes during the Subscription Term. Access is currently limited to a single-user license per subscription unless otherwise agreed in writing. Space Grid AI may, at its discretion, expand functionality in future releases to permit multi-user access or role-based permissions within Customer's organization, subject to applicable license upgrades and fees.

4. Customer Data and Security

Customer retains all right, title, and interest in and to any data, content, or materials uploaded, submitted, or otherwise transmitted to the Platform by Customer or its authorized users ('Customer Data'). Space Grid AI does not claim ownership of Customer Data and shall use such data solely to provide the Services, subject to the usage rights described below.

Customer grants Space Grid AI a non-exclusive, royalty-free, worldwide license to use Customer Data for the limited purpose of operating, maintaining, and improving the Platform, including developing models, algorithms, or features related to segmentation, classification, and predictive planning. Space Grid AI may use aggregated or anonymized Customer Data, that does not identify Customer or any individual, for analytics, benchmarking, research, and development of additional tools or services.

Customer Data is stored using third-party cloud infrastructure providers who maintain industry-standard security practices. Space Grid AI implements technical and organizational measures designed to protect Customer Data against unauthorized access, loss, or alteration. Access to Customer Data is restricted to authenticated users via secure login credentials.

4.1 Data Protection and Privacy

Space Grid AI maintains a separate Privacy Policy that details how we collect, use, store, and protect personal information. The Privacy Policy is incorporated by reference into these Terms of Service. Customer's use of the Platform constitutes acceptance of our Privacy Policy, which can be found at www.spacegrid.ai/privacy.

In the event of a data breach affecting Customer Data, Space Grid AI shall, to the extent permitted by law, notify Customer without undue delay and take reasonable steps to mitigate potential harm. Customer acknowledges that it remains responsible for implementing appropriate security measures with respect to its own systems and access credentials.

4.2 Intellectual Property Rights

Customer shall retain ownership of all intellectual property rights in and to the specific outputs, reports, visualizations, and optimization plans generated by Customer's use of the Platform ("Customer Outputs"), subject to Space Grid AI's underlying rights in the Platform itself. Nothing in this Agreement shall be construed as transferring ownership of the Platform or any of its components, including but not limited to algorithms, models, software code, user interfaces, or documentation, all of which shall remain the exclusive property of Space Grid AI.

Notwithstanding Customer's ownership of Customer Outputs, Customer acknowledges and agrees that Space Grid AI may use Customer Data as outlined in Section 4 to improve and enhance its algorithms, models, and features, including segmentation and classification capabilities. Space Grid AI shall retain all intellectual property rights to such improvements and enhancements to the Platform and may incorporate them into future versions or offerings.

5. Confidentiality

Each party agrees to protect thez other party's Confidential Information with the same degree of care it uses to protect its own confidential materials, and not to disclose or use such information except as necessary to perform its obligations under this Agreement. 'Confidential Information' includes, without limitation, proprietary technical, financial, or business information disclosed by either party, but does not include information that is publicly available, already known by the receiving party, or independently developed.

6. Disclaimer of Warranties

The Platform is provided on an 'AS IS' and 'AS AVAILABLE' basis. Space Grid AI makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, or uninterrupted service.

Customer acknowledges that the Platform is intended as a planning and visualization aid, and not a substitute for professional engineering judgment, operational due diligence, or physical inspection. The accuracy and completeness of spatial representations may degrade over time due to environmental or operational changes, and Customer remains solely responsible for verifying the real-world applicability of all outputs or recommendations generated by the Platform.

6.1 Service Level Agreement

Space Grid AI will use commercially reasonable efforts to make the Platform available with a monthly uptime percentage of at least 99.5% ("Service Level"). The monthly uptime percentage is calculated by subtracting from 100% the percentage of minutes during the calendar month in which the Platform was unavailable, excluding (i) scheduled maintenance windows communicated to Customer with a minimum of forty-eight (48) hours' advance notice, (ii) emergency maintenance when required to address immediate security or performance issues, and (iii) any unavailability caused by circumstances beyond Space Grid AI's reasonable control.

In the event Space Grid AI fails to meet the Service Level in a calendar month, and upon Customer's written request submitted within thirty (30) days following the end of such month, Customer shall be entitled to receive service credits equal to 10% of the monthly subscription fee for each 0.5% by which Space Grid AI fails to meet the Service Level, up to a maximum of 100% of the fees for such month. Such service credits shall be applied against future invoices or, if no future invoices are anticipated, refunded to Customer. Service credits constitute Customer's sole and exclusive remedy for any failure by Space Grid AI to meet the Service Level.

7. Limitation of Liability

To the maximum extent permitted by law, Space Grid AI shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, loss of data, equipment damage, or personal injury, arising out of or related to the use or inability to use the Platform---even if Space Grid AI has been advised of the possibility of such damages.

In no event shall Space Grid AI's total aggregate liability arising out of or relating to this Agreement exceed the total amount paid by Customer under this Agreement in the twelve (12) months preceding the claim.

Customer agrees to indemnify and hold harmless Space Grid AI against any claims, damages, or losses resulting from Customer's reliance on Platform outputs for physical operations, including but not limited to the movement or positioning of equipment, ships, or materials.

8. Acceptable Use

Customer shall not, and shall not permit others to: (a) use the Platform for any unlawful, harmful, or unethical purpose; (b) use the Platform in connection with the planning, coordination, or execution of activities involving narcotics trafficking, illegal weapons manufacturing, human rights abuses, or violations of international law; (c) reverse engineer, decompile, tamper with, or otherwise attempt to gain unauthorized access to the Platform or its systems; (d) use the Platform in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully using the Platform.

Space Grid AI reserves the right to investigate and take appropriate legal action against any use of the Platform that violates this section, including suspension or termination of access without notice.

9. Termination and Suspension

Space Grid AI may suspend or terminate Customer's access to the Platform upon written notice if: (a) Customer fails to pay any undisputed amounts owed within fifteen (15) days of written notice of non-payment; (b) Customer breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof; (c) Customer uses the Platform in violation of applicable laws, regulations, or third-party rights; (d) Customer's use of the Platform poses a security risk, operational hazard, or reputational harm to Space Grid AI or other users.

In the event of termination, Customer shall immediately cease use of the Platform, and Space Grid AI may delete or disable access to Customer Data after thirty (30) days, unless otherwise required by law.

Space Grid AI may also suspend access temporarily and without prior notice to address urgent risks to system security, availability, or data integrity.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any legal action, suit, or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the state or federal courts located in New Castle County, Delaware.

11. Arbitration and Dispute Resolution

Except for claims seeking injunctive or equitable relief, any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall take place in New Castle County, Delaware, and the proceedings shall be conducted in English.

The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement. Judgment on the arbitral award may be entered in any court having jurisdiction.

Each party shall bear its own costs in connection with the arbitration, and the parties shall share equally in the fees and expenses of the arbitrator unless otherwise determined by the arbitrator.

12. Modifications to Terms

Space Grid AI reserves the right to modify these Terms of Service at any time to reflect changes in law, business practices, or Platform functionality. Any such modifications will become effective upon the date indicated in the updated version.

Customers will be notified of material changes via the email address associated with their account. Continued use of the Platform after the effective date of any such modifications shall constitute acceptance of the revised Terms. If Customer does not agree to the changes, Customer must discontinue use of the Platform prior to the effective date.

13. Force Majeure

Neither party shall be liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, civil unrest, fire, explosion, accident, floods, strikes or other labor disputes, restraints or delays affecting carriers, inability to obtain raw materials, components or supplies, failure or interruption of telecommunications or data transmission or services by third parties, or any similar cause.

For the avoidance of doubt, Customer expressly acknowledges that the Platform is intended solely as a planning and visualization aid. Under no circumstances shall Space Grid AI be held liable for any physical accidents, damages, or losses resulting from Customer's use of the Platform in connection with the movement, positioning, or operation of physical equipment, vessels, vehicles, or materials. Customer remains solely responsible for exercising appropriate professional judgment, conducting necessary physical inspections, and ensuring the safe execution of all physical operations, irrespective of any recommendations or outputs generated by the Platform.

14. Term and Renewal

The initial Subscription Term shall commence on the Effective Date specified in the Order Form and shall continue for the period set forth therein (either monthly or annually, as selected by Customer). Unless either party gives written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Subscription Term, the subscription shall automatically renew for subsequent periods of the same duration as the initial Subscription Term.

All renewals shall be at Space Grid AI's then-current rates, which may differ from those of the initial Subscription Term. Space Grid AI reserves the right to modify its fees upon any renewal, provided that notice of such modified fees is provided to Customer at least forty-five (45) days prior to the commencement of the renewal term.

15. Assignment and Subcontracting

15.1 Assignment

Customer may not assign, transfer, or delegate any of its rights or obligations under this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Space Grid AI, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Customer may assign this Agreement in its entirety to an affiliate or to a successor in interest as a result of a merger, consolidation, sale of all or substantially all of Customer's assets or stock, or other corporate reorganization, upon written notice to Space Grid AI and provided the assignee agrees in writing to be bound by all terms and conditions of this Agreement.

Space Grid AI may freely assign or transfer this Agreement without Customer's consent (a) to an affiliate; or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

15.2 Subcontracting

Space Grid AI may engage third-party subcontractors to perform certain aspects of the Services, provided that (i) Space Grid AI remains fully responsible and liable for the performance of any subcontracted obligations, (ii) Space Grid AI ensures that such subcontractors comply with terms at least as protective as those set forth in this Agreement, and (iii) Space Grid AI shall be liable for any breaches of this Agreement caused by its subcontractors. Upon written request, Space Grid AI shall provide Customer with a list of material subcontractors that process Customer Data.

16. Data Backup and Recovery

Space Grid AI implements reasonable and appropriate backup procedures designed to minimize the risk of data loss. However, Customer acknowledges that no backup system is failsafe and that Space Grid AI makes no guarantees regarding the recoverability of Customer Data in all circumstances. Customer is advised to maintain its own backup of critical data where feasible.

In the event of data loss attributable to Space Grid AI's actions or omissions, Space Grid AI shall use commercially reasonable efforts to restore Customer Data from the most recent available backup. Space Grid AI does not warrant or guarantee any specific recovery point or recovery time objectives. Customer's sole and exclusive remedy for any loss of Customer Data due to Space Grid AI's failure to maintain adequate backups shall be for Space Grid AI to use commercially reasonable efforts to restore the lost data from backups.

17. Customer Support and Training

Space Grid AI shall provide reasonable technical support via email at support@spacegrid.ai during normal business hours. Response times are not guaranteed unless otherwise specified in a separate service level agreement. Additional support services, including personalized training sessions, may be available for purchase separately. Any documentation or user guides provided by Space Grid AI are offered on an "as-is" basis and may be updated or modified from time to time at Space Grid AI's sole discretion.