Terms of Service

Summary of the Terms of Service

The Terms of Service cover the following:

  • Use of this website, including user accounts and information about you,
  • Use of our cloud services, including content storage, data analysis, and other software;
  • Use of our services and service packages, including robot leases, data plans, and support;
  • Use of our software, including applications and installers;
  • Interactions within our social media sites and online presence in general.

Other important legal terms are located as follows:

The Terms of Service make you responsible for the accuracy of the information you post. They prohibit misuse of our website, including copyright infringement and defamation. They limit our liability if you or others do misuse our website. They set out payment terms for our services, including hardware leases and data plans, and they say what happens if you default on your obligations. A serious default on payment can result in the imposition of late fees and the cessation of services.

The Terms of Service also make you responsible for what you do with our hardware and software. You are liable for any damage caused by your use of our hardware and software, whether to us, to you, or to others. They explain that our software is released on an "as is" basis, with no guarantee that it is free of error or fit for a particular purpose. In all cases, including where the source code we make available to you is open, they prohibit the resale of our software and services as well as the commercial exploitation of derivative works based on our software. If you intend to develop and resell works derived from our products and services, you must contact us and obtain a written, signed agreement from an officer of our corporation authorized to approve such an arrangement.

You are responsible for reading and understanding the Terms of Service in full. This summary is intended for your convenience, and in the event of inconsistency between this summary and the main body of this document below, the main body is considered definitive. If you are reading a translated version of the Terms of Service, then in the event of inconsistency between the translated and the English version, the English version is considered definitive.

Our website, hardware, software and service offerings are available to you only on the condition that you agree to the Terms of Service.

Main Body of the Terms of Service

These Terms of Service (hereinafter "Agreement") are a contract between you and SPIRI ROBOTICS, INC. ("Spiri", "we", "us", or "our"), and govern your use of any web site with the URL ending in "spirirobotics.com," as well as any of our other URL domains and subpages thereof, (the "Spiri Sites"), Spiri Applications and related Servers, (hereinafter collectively the "Service"), your rights and obligations with respect to Content contained in the Service and that you place in the Service, including User Content and Spiri Content, and associated Intellectual Property Rights thereto, your rights and obligations with respect to services other than the Spiri Applications advertised on the Spiri Site ("Spiri Leasing and Support Services"), your postings on and interactions with any and all Spiri social media accounts, including but not limited to those on Facebook, LinkedIn, Instagram, and Twitter, as well as your creation of an account (hereinafter an "Account") for use in connection with the Service. By accessing or using the Service, you represent that you have read and do understand and agree to be bound by the terms of this Agreement, and that any representations you make by virtue of being party to this Agreement are accurate. This Agreement may be changed by Spiri effective immediately by notifying you as provided in Section 31 below. By continuing to access or use the Service after the effective date of any such change, you agree to be bound by the modified Terms of Service. You represent that you have read and do understand and agree to be bound by the above statements. You represent that your participation in the Service and your acceptance of these Terms of Service are completely voluntary. You may not assign this Agreement without Spiri's prior written consent, and there are no third party beneficiaries with respect to this Agreement.

1. Definitions

For purposes of this Agreement:

  • "Spiri Applications" means the software applications and related services available from the domains and subdomains of the Spiri Site and any related or successor domains from which Spiri may offer services;
  • "Spiri Software" is the software provided to you by Spiri and/or its suppliers under license in connection with the Service;
  • "Spiri Leasing and Support Services" means leasing, warranty, cellular data plan and robot operation services advertised on the Spiri Site;
  • "Servers" are the online environments that support the Service;
  • "Account" means
  • "Content" means any works of authorship, creative works, graphics, images, textures, photos, logos, sounds, music, video, audio, computer programs, applications, animations, text, objects, scripts, and interactive features;
  • "User Content" means any Content that a user of the Service has uploaded, published, or submitted to or through the Servers, Website, or other areas of the Service;
  • "Intellectual Property Rights" means copyrights, trademarks, service marks, trade dress, publicity rights, database rights, patent rights, and other intellectual property rights or proprietary rights recognized by law;
  • "Spiri Content" is the Content provided by Spiri under license in connection with the Service, except all User Content (as defined herein), including but not limited to Content we created or licensed from third parties; and
  • "You", "your", and "yours" mean the person or entity establishing the Account and entering into this Agreement with Spiri hereunder, as well as any clients, legal representatives, agents and business partners or affiliates that you allow to contribute or share access to Content submitted to the Service in connection with your Account.

2. Age Requirements and Verification

By accepting this Agreement in connection with an Account, you represent that you are at least 18 years of age, or the legal age of majority where you reside if that jurisdiction has an older age of majority, and you have the legal authority to enter into this Agreement, or that you are the parent or legal guardian of the User creating an account who is not at least 18 years of age or otherwise of the legal age of majority (a "Minor"), and that you agree to be legally responsible for the Minor’s compliance with the terms of this Agreement. You further agree that as a condition to accessing Spiri, you will submit to account verification as required by Spiri, and provide only true and accurate identification documentation to Spiri or its third party service providers to verify your age.

3. Establishing an Account

You must establish an Account with Spiri to use certain aspects of the Service. You may not establish an account if you are currently suspended, terminated or prohibited from using the Service. You agree to provide accurate, current and complete information about yourself as prompted by the registration form ("Registration Data") and to use the account management tools provided to keep your Registration Data accurate, current and complete.

4. Account Email and Two-Factor Verification

You must provide a valid email address to establish an account pursuant to this Agreement, as well as a valid cell phone number where you can receive SMS messages for two factor verification.

5. Responsibility for Use of Account

You are responsible for all activities conducted through your Account. In the event that fraud, illegality or other conduct in violation of this Agreement, and connected with your Account, is discovered or reported (whether by you, by us, or by someone else), we may suspend or terminate your Account as described in Section 23.

At the time your Account is opened, you must select a password for the Account. You are responsible for maintaining the confidentiality of this password and are responsible for any harm resulting from the disclosure, or authorization of the disclosure, of any password by you or from any person's use of any password to gain access to your Account. At no time should you respond to an online request for a password other than in connection with the log-on process to the Service. The disclosure of any password to any other person is at the risk of the password holder.

6. Modification of Service

Spiri has the right to change or eliminate any aspect, features or functionality of the Service as it sees fit at any time without notice, and Spiri makes no commitment, express or implied, to maintain or continue any aspect of the Service. You acknowledge that your use of the Service is subject to this risk and that you knowingly assume it and make your decisions to participate in the Service and contribute Content on that basis.

7. Fees for Spiri Applications, Leasing and Support

The prices for Spiri products and services shown on our website or provided in a formal quote, unless otherwise stated, are for payment in full, in advance, for the product or service in question. In the case of continually provided services, including but not limited to data storage on our Servers, the listed price is for two (2) years of the service in question. Listed prices do not include shipping fees, sales taxes, import duties, or other charges that may be imposed by law, depending on your location.

Unless otherwise stated, all amounts are in United States dollars, and all payments must be made in United States dollars. You are solely responsible for the cost of currency exchange, outgoing wire fees and other bank fees, as well as the payment of all taxes, including sales, use, value-added or other taxes or levies ("Taxes") in connection with any purchase from Spiri. To the best of its ability, Spiri will calculate and add applicable Taxes to the prices set forth herein and remit them in accordance with any laws governing the purchase. You are solely responsible for any fees associated with the registration, licensing, or use of any product you purchase from us.

8. User Responsibility for Accuracy of Information and Disclaimer of Responsibility for the Conduct of Third Parties

You are responsible for the accuracy of the Content that you contribute to the Service. You understand that Spiri is a service provider that enables its users to interact online and display and communicate information and Content chosen by those users, and that users likewise can alter the service environment on a real-time basis. Spiri does not control or endorse the Content of communications between users or users' interactions with each other or the Service. You acknowledge that you will be exposed to various aspects of the Service involving the conduct, Content, and services of users, and that Spiri does not control and is not responsible or liable for the quality, safety, legality, truthfulness or accuracy of any such user conduct, User Content, or user services. Spiri is not involved in and is in no way responsible for the interactions between you and people whom you meet and with whom you interact using the Service. You acknowledge that Spiri does not guarantee the accuracy of information submitted by any user of the Service, nor any identity information about any user. Your interactions with other users and your use of User Content or user services are entirely at your own risk. The Service may contain links to or otherwise allow connections to third-party applications, servers, and online services or environments that are not owned or controlled by Spiri. You agree that Spiri is not responsible or liable for the Content, policies, or practices of any third-party applications, servers, or online services or environments. Please consult any applicable terms of use and privacy policies provided by the third party for such applications, servers, or online services or environments.

9. Right of Spiri to Refuse or Delete Content, Deny or Disable Access

You agree that Spiri has and may exercise the right in its sole discretion to pre-screen, refuse, or delete any Content or services from the Service or disable any user's access to the Service without notice or liability to you or any other party, including upon our belief that such user's conduct, Content, services, or use of the Service is potentially illegal, threatening, or otherwise harmful to any user or other person or in violation of this Agreement, or other policies, but that Spiri has no obligation to do so.

10. Policy on Intellectual Property Infringement

Intellectual property infringement on the Service is a violation of this Terms of Service, and you agree not to engage in such infringement. Further, it is our policy to respond to notices of alleged copyright infringement that comply with the Copyright Act of Canada ("CAC") Notice and Notice Regime as required by the CAC. Spiri reserves the right to disable, delete or terminate, without notice, your or any user's Content or access to the Service if you or that user is determined by Spiri to infringe or repeatedly infringe.

11. Interruption of Service

Spiri may on occasion need to interrupt the Service with or without prior notice. You agree that Spiri will not be liable for any interruption of the Service (whether intentional or not). Likewise, you agree that in the event of data loss, we will not be liable for any purported damage or harm arising therefrom. Spiri will not be liable for any deletion, corruption or data loss that occurs in connection with the Service. Spiri will solely determine any disposition of the electronic data stored on its Servers and will have no obligation to reproduce, process, transfer, extract or recreate any data from its Servers.

12. Your Rights and Obligations with Respect to Your Content

The Service may provide you with the ability to upload, post, disclose, distribute or otherwise submit Content to the Service. You retain any and all Intellectual Property Rights in Content you submit to the Service. You retain any and all Intellectual Property Rights you already hold under applicable law in Content you upload, publish, and submit to or through the Servers, Website, and other areas of the Service, subject to the rights, licenses, and other terms of this Agreement, including any underlying rights of other users or Spiri in Content that you may use or modify. In connection with Content you upload, publish, or submit to any part of the Service, you affirm, represent, and warrant that you own or have all necessary Intellectual Property Rights, licenses, consents, and permissions to use and authorize Spiri and users of the Service to use the Content in the manner contemplated by the Service and these Terms of Service. You grant certain Content licenses to Spiri by submitting your Content to the Service. You agree that by uploading, publishing, or submitting any Content to or through the Servers, Website, or other areas of the Service, you hereby automatically grant Spiri a non-exclusive, worldwide, royalty-free, sublicenseable, and transferable license to use, reproduce, distribute, index, prepare derivative works of, display, and perform the Content solely for the purposes of providing and promoting the Service. You understand that this license enables Spiri to display, distribute, promote, and improve the Service. You agree that the license includes the right to copy, analyze and use any of your Content as Spiri may deem necessary or desirable for purposes of debugging, testing, or providing support or development services in connection with the Service and future improvements to the Service. The license granted in this Section is referred to as the "Service Content License." You also acknowledge that the Service Content License granted to Spiri with respect to your Content will survive the termination of your Account to permit Spiri: (i) to retain server copies of particular instances of your Content, including copies stored in connection with back-up, debugging, and testing procedures; and (ii) to enable the exercise of the licenses granted in this Section 13 for any other copies or instances of the same Content that you have not specifically deleted from the Service.

13. Our IP Rights and Limited License Granted to You

Spiri owns Intellectual Property Rights in and to the Service, except all User Content, including the Spiri Software, the Spiri Applications, the Servers, and the Spiri Content, and in and to our trademarks, service marks, trade names, logos, domain names, taglines, and trade dress (collectively, the "Spiri Marks"). You understand that such Intellectual Property Rights are apart from any rights you may have in Content you upload, publish or submit to the Service, as discussed above. You acknowledge and agree that Spiri and its licensors own all right, title, and interest in and to the Service, including all Intellectual Property Rights therein, other than with respect to User Content. Except as expressly granted in this Agreement, all rights, title, and interest in and to the Service, except all User Content, and in and to the Spiri Marks are reserved by Spiri. Copyright, trademark and other laws of the United States and foreign countries protect the Service and the Spiri Marks. Spiri hereby grants you a non-exclusive, non-transferable, non-sublicenseable, limited, revocable license to access and use the Service as set forth in these Terms of Service and expressly conditioned upon your Account remaining active, in good standing, and in full compliance with these Terms of Service. Additional terms may apply to certain elements of the Service; these terms are available where such separate elements are made available on the Website. If there is any contradiction between any additional terms and these Terms of Service, then the additional terms shall take precedence only in relation to that particular element of the Service. Any use of the Service, including Content on the Service, other than as specifically authorized in this Agreement, without the prior written permission of Spiri, is strictly prohibited and will terminate all licenses granted herein.

14. Your Obligations with Respect to the IP Rights of Other Users

You agree that you will not upload, publish, or submit to any part of the Service any Content that is protected by Intellectual Property Rights or otherwise subject to proprietary rights, including trade secret or privacy rights, unless you are the owner of such rights or have permission from the rightful owner to upload, publish, or submit the Content and to grant Spiri and users of the Service all of the license rights granted in this Agreement. You acknowledge that the Content of the Service is provided or made available to you under license from Spiri and independent Content providers, including other users of the Service ("Content Providers"). You acknowledge and agree that except as expressly provided in this Agreement, the Intellectual Property Rights of Spiri and other Content Providers in their respective Content are not licensed to you by your mere use of the Service. You must obtain from the applicable Content Providers any necessary license rights in Content that you desire to use or access. You agree that you will not copy, transfer, or distribute outside the Service any Content in a manner that infringes or violates any Intellectual Property Rights of Spiri, other Content Providers, or any third parties. You copy and use Content at your own risk. You are solely responsible and liable for your use, reproduction, distribution, modification, display, or performance of any Content in violation of any Intellectual Property Rights. You agree that Spiri will have no liability for, and you agree to defend, indemnify, and hold Spiri harmless for, any claims, losses or damages arising out of or in connection with your use, reproduction, distribution, modification, display, or performance of any Content.

15. Required Conduct; Prohibited Conduct

You are wholly responsible for your own conduct in connection with your use of the Service and Spiri is not responsible for your behavior and possessions or that of other users. You agree to (i) behave responsibly and engage in the Service only in a prudent and cautious manner; (ii) obey all applicable laws; and (iii) not engage in any type of conduct, which contributes to or causes injury or damage to any person.

In addition, while using the Service, you agree that you will not:

  • Post, display or transmit Content that violates any law, or the rights of any third party including without limitation Intellectual Property Rights;
  • Impersonate any person or entity without their consent, or otherwise misrepresent your affiliation;
  • Post, display or transmit Content that is harmful, threatening or harassing, defamatory, libelous, false, inaccurate, misleading, or invades another person's privacy;
  • Post, display or transmit Content that is obscene, hateful, or racially, ethnically or otherwise objectionable;
  • Post, display or transmit any Content that is explicitly sexual or intensely violent, or is prohibited by the laws of any applicable jurisdiction;
  • Post or transmit viruses, Trojan horses, worms, spyware, time bombs, cancelbots, or other computer programming routines that may harm the Service or interests or rights of other users, or that may harvest or collect any data or personal information about other users without their consent;
  • Post or transmit unsolicited or unauthorized advertising, or promotional materials, that are in the nature of "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation that Spiri considers to be of such nature;
  • Engage in malicious or disruptive conduct that impedes or interferes with other users' normal use of the Service;
  • Attempt to gain unauthorized access to any other user's Account, password or Content, or to any Spiri Content;
  • Use or attempt to use any Account or the information contained in or generated by such Account in furtherance of any attempt to file false insurance claims, or to commit any other kind of insurance or financial fraud or deception; or
  • Violate any provision of Spiri Policies.

Any violation by you of the terms of this Section may result in immediate suspension or termination of your Account without any refund or other compensation.

16. Privacy Policy and Use of Personal Information

We are committed to protecting your privacy and will use your information only as described in our Privacy Policy, which sets forth the conditions under which you provide personal and other information to us. You understand and agree that through your use of the Service you consent to the collection and use of your information in accordance with our Privacy Policy.

17. Releases

"Releasees" shall include both Spiri and its affiliates, and the officers, trustees, agents and employees of Spiri or its affiliates. You agree not to hold the Releasees liable for the Content, actions, or inactions of other users. As a condition of access to the Service, you release the Releasees from claims, demands, losses, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have or claim to have with other users, including whether or not Spiri becomes involved in any resolution or attempted resolution of the dispute. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine. You agree and understand that Spiri does not control and is not responsible for information you provide to parties other than Spiri. You will not hold the Releasees responsible for any injury damage that you might incur in connection with the Service, even if the negligence of any of the Releasees caused or contributed to such injury or damages. You will not sue or seek damages from any of the Releasees in any form, and you hereby waive and release any and all claims against each of the Releasees for any injury or damage arising in any way out of your participation in the Service, even if the negligence of any of the Releasees caused or contributed to such injury or damages and you agree to indemnify, defend and hold each Releasee harmless from any such claims. You recognize that this release means you are giving up, among other things, rights to sue the Releasees for injuries, damages or losses you may incur.

18. Disclaimer of Warranties

SPIRI PROVIDES THE SERVICE, INCLUDING WITHOUT LIMITATION THE PLEIADES APPLICATION, SOFTWARE, THE SERVERS AND YOUR ACCOUNT STRICTLY ON AN "AS IS" BASIS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO VALUE, EITHER EXPRESS OR IMPLIED, IS GUARANTEED OR WARRANTED WITH RESPECT TO ANY CONTENT. NOTWITHSTANDING ANY INTELLECTUAL PROPERTY RIGHTS YOU MAY HAVE IN YOUR CONTENT OR ANY EXPENDITURE ON YOUR PART, SPIRI AND YOU EXPRESSLY DISCLAIM ANY COMPENSABLE VALUE RELATING TO OR ATTRIBUTABLE TO ANY DATA RELATING TO YOUR ACCOUNT RESIDING ON SPIRI'S SERVERS. YOU ASSUME ALL RISK OF LOSS FROM USING THE SERVICE ON THIS BASIS.

Spiri does not ensure continuous, uninterrupted, error-free, secure or virus-free operation of the Service, the Spiri Software, the Servers or your Account, and you understand that you shall not be entitled to refunds or other compensation based on our failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to you. You acknowledge that Spiri does not make and does expressly disclaim any representations or warranties about the other users or the safety of participating in the Service. You agree that notwithstanding the fact that Spiri may moderate a forum or discussion, Spiri has no responsibility to correct any mistakes or errors in any Content contributed to the forum or discussion, and that fact that Spiri allows Content to remain displayed in the forum or discussion does not constitute approval or endorsement of the Content.

19. Limitation of Liability

IN NO EVENT SHALL PLEIADES OR ANY OF ITS TRUSTEES, OFFICERS, EMPLOYEES, SUBSIDIARIES, AGENTS OR LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, RELIANCE, PUNITIVE OR EXEMPLARY DAMAGES OR DISGORGEMENT OR COMPARABLE EQUITABLE REMEDY, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SERVICE (INCLUDING ITS MODIFICATION OR TERMINATION), THE PLEIADES APPLICATIONS, SOFTWARE, THE SERVERS AND/OR YOUR ACCOUNT (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT SPIRI MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT WILL SPIRI'S CUMULATIVE LIABILITY TO YOU EXCEED ONE HUNDRED DOLLARS ($100.00).

Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is found to be impermissible, such limitation may not apply to you.

20. Indemnification

At our request, you agree to defend, indemnify and hold harmless Spiri, its officers, trustees, employees, subsidiaries, and agents from all damages, liabilities, claims and expenses, including without limitation attorneys' fees and costs, arising from: (i) any breach or alleged breach by you of this Agreement, including without limitation your representations and warranties relating to your Content; or (ii) your acts, omissions or use of the Service, including without limitation your negligent, willful or illegal conduct, including but not limited to any acts requiring Spiri to incur costs in connection with governmental investigations, audits, or security or other remediation efforts or other measures.

21. Legal Relationship Between You and Us

You acknowledge that your participation in the Service, including your creation or uploading of Content in the Service, does not make you a Spiri employee and that you do not expect to be, and will not be, compensated by Spiri for such activities, and you will make no claim inconsistent with these acknowledgements. In addition, no agency, partnership, joint venture, franchise relationship is intended or created by this Agreement.

22. Suspension and Termination of Accounts

You may terminate this Agreement by closing your Account at any time for any reason. In such event, Spiri shall have no further obligation or liability to you under this Agreement or otherwise, and you shall be entitled to no compensation or other payment, remedy, recourse or refund. Spiri may suspend or terminate your Account if you violate this Agreement. Upon termination of your Account in the event of such breach, this Agreement between us will be automatically terminated and you may not re-subscribe to the Service through any other Account that you may establish. We may suspend or terminate your Account if we determine in our discretion that such action is necessary or advisable to comply with legal requirements or protect the rights or interests of Spiri or any third party. If Spiri elects to generally suspend or discontinue the Service, in whole or in part, for any reason, Spiri may suspend or terminate your Account. In such event, you will not be entitled to compensation for such suspension or termination, and you acknowledge Spiri will have no liability to you in connection with such suspension or termination.

23. Loss of Content and Account Upon termination of Account

Upon termination of your Account, you will no longer be able to access your Account or access (or transfer or direct the transfer to any other Account) any Content or data you have stored on the Servers. All licenses granted by Spiri to use the Service will automatically terminate. You acknowledge that you have elected to use the Service notwithstanding the possibility of termination of such license rights under the circumstances set forth in this Agreement. You should ensure that you have only stored Content on the Servers to which you are willing to permanently lose access. You acknowledge and assume the risk of the possibility of suspension or termination of your Account as provided herein, and you represent that you will make your decisions to participate in the Service and contribute Content at all times knowingly based upon these risks. You will have the technical ability to delete Content from your Account prior to its termination, but Spiri is not responsible for any liability arising from any deletion of Content on your part that is prohibited by law or contrary to the terms of a validly issued Court order or subpoena requiring preservation of such Content. While Spiri may retain or store Content for an indeterminate period of time after termination of your Account, Spiri is under no obligation to do so. Spiri also reserves the right to prevent deletion of Content when required to do so by law or the terms of a validly issued Court order or subpoena requiring preservation of such Content.

24. Survival of Terms After Termination

The following terms will survive any termination of this Agreement: Sections 12, 13, 14, 17, 18, 19 and 20.

25. Dispute Resolution and Arbitration

You agree that any and all disputes relating to or arising under this Agreement shall resolved by binding arbitration before the American Arbitration Association, by a single arbitrator, pursuant to the CAA's Rules for Commercial Arbitration, in Halifax, Nova Scotia. You agree that this Agreement and the relationship between you and Spiri shall be governed by the federal laws of Canada and the laws of the province of Nova Scotia without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods.

26. Disclaimer of Warranties as to Use Outside of the United States and Canada

Spiri is a United States- and Canada-based company. Spiri makes no representation that any aspect of the Service is appropriate or available for use outside of the United States and Canada. Those who access the Service from other locations are responsible for compliance with applicable local laws. The Spiri Applications are subject to applicable export laws and restrictions.

27. Assignment of Agreement and Account

You may not assign this Agreement or your Account without the prior written consent of Spiri. You may not transfer or sublicense any licenses granted by Spiri in this Agreement without the prior written consent of Spiri. Spiri may assign this Agreement, in whole or in part, and all related rights, licenses, benefits and obligations, without restriction, including the right to sublicense any rights and licenses under this Agreement.

28. Integration, Interpretation of Section Headings and Severability

This Agreement and the DMCA and Privacy policies referenced in this Agreement sets forth the entire agreement and understanding between you and Spiri with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings. This Agreement may not be modified except as provided in Section 1 or by mutual written agreement between you and Spiri that is signed by hand (not electronically) by duly authorized representatives of both parties and expressly references amendment of this Agreement. You acknowledge that no other written, oral or electronic communications will serve to modify or supplement this Agreement, and you agree not to make any claims inconsistent with this understanding or in reliance on communications not part of this Agreement. The section headings used herein, including descriptive summary sentences at the start of each section, are for convenience only and shall not affect the interpretation of this Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.

29. Notices and Communication

Spiri may provide notice to you and obtain consent from you through (1) the website at spirirobotics.com; (2) by electronic mail at the electronic mail address associated with your Account; and/or (3) by written mail communication to you at the address associated with your Account. You must give all notices required or permitted under this Agreement at _____. In connection with providing the Service, Spiri may communicate with you, your clients and business partners by telephone, online chat electronic mail and SMS or other text messages, in which event you will be responsible for any data charges associated with SMS, other text messages or other communications. By accessing the Services, you consent to receiving such communications and agree that Spiri may record and retain records of any such communications. You, your clients and your business partners may advise Spiri that you withdraw this consent in connection with your use of the Services by providing notice in accordance with this paragraph.

30. General Terms

Spiri provides the content of our Website for your information. While we make our best effort to ensure the information on the site is accurate and up to date, we do not guarantee that it is at all times, and we do not guarantee your reliance upon the information for any particular purpose.


To improve the functionality of our Website, certain files you access while on our Website may be delivered automatically to your browser via a trusted third-party server or content delivery network. The delivery of these files is intended to provide a seamless user experience by speeding response times and avoiding the need for each visitor to download these files. Where applicable, specific privacy statements covering these files are included in our Privacy Notice.


Links to websites not under the control of Spiri, including those to our social media accounts, are provided solely for the convenience of our website visitors. We are not responsible for the accuracy, currency or reliability of the content of such websites. Spiri does not offer any guarantee in that regard and is not responsible for the information found through these links, and does not endorse the sites and their content.


Materials on our Website were produced and/or compiled for the purpose of providing you with access to information about Spiri and its products and services. Our rules about reproducing these materials are as follows:

  • Non-Commercial Reproduction
    Unless otherwise specified you may reproduce the materials in whole or in part for non-commercial purposes, and in any format, without charge or further permission, provided you do the following:
    • exercise due diligence in ensuring the accuracy of the materials reproduced;
    • indicate that the reproduction is a copy of the version available at [URL where original document is available].
  • Commercial Reproduction
    Unless otherwise specified, you may not reproduce materials on this site, in whole or in part, for the purposes of commercial redistribution without prior written permission from the copyright administrator. To obtain permission to reproduce Pleiades materials on this site for commercial purposes, contact us using our web contact form linked in the footer of this page.
  • Trademarks of Spiri, including the Spiri logo, may not be used whether for commercial or non-commercial purposes, without prior written authorization.

31. Social Media

Your engagement with us via social media is in part governed by the terms of service of the relevant third-party social media platform providers, as well as the following. We have no control over the social media platform providers' terms of service, and you are encouraged to read them.

  • Spiri uses social media accounts to interact with you and share content in an informative and respectful environment.
  • Because social media platforms and their computer servers are managed by third parties, social media accounts are subject to downtime that may be out of our control. Spiri accepts no responsibility for platforms becoming unresponsive or unavailable.
  • Social media accounts may post or display links or ads for websites that are not under Spiri control. These links are provided solely for the convenience of users. We are not responsible for the information found through these links or ads; neither do we endorse those sites or their content.
  • Our decision to follow, "like" or subscribe to another social media account does not imply an endorsement of that account, channel, page or site, and neither does sharing (re-tweeting, reposting or linking to) content from another user.
  • Spiri staff will read comments and participate in discussions when appropriate. Your comments and contributions must be relevant and respectful.
  • Spiri reserves the right to remove comments and contributions, and to block users based on the following criteria concerning the comments or contributions:
    • they include personal information;
    • they include protected or classified information;
    • they infringe upon intellectual property or proprietary rights;
    • they are racist, hateful, sexist, homophobic or defamatory, or contain or refer to any obscenity or pornography;
    • they are threatening, violent, intimidating or harassing;
    • they constitute impersonation, advertising or spam;
    • they encourage or incite any criminal activity;
    • they otherwise run counter to the purpose of providing an informative and respectful place for interaction.
  • Spiri reserves the right to report users and/or their comments and contributions to third-party social media service providers to prevent or remove the posting of content that is contrary to these Terms and Service, or to the terms of service of the third-party social media platform.
  • Information posted by Spiri is subject to the Copyright Act.
  • Social media accounts are not Spiri Websites and represent only our presence on third-party service providers.