Effective Date: April 21, 2026

BY CREATING AN ACCOUNT WITH SPATIAL MODS (“WE,” “US,” OR “OUR”) AND/OR USING OUR SERVICES (DEFINED BELOW), YOU (“USER”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY THESE TERMS OF USE (“AGREEMENT”). THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE SPATIAL MODS PLATFORM, INCLUDING ITS AUGMENTED REALITY TOOLS, CONTENT HOSTING SERVICES, AND ANY OTHER PRODUCTS OR SERVICES WE MAY PROVIDE (COLLECTIVELY, THE “SERVICES”). IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE SERVICES.

1. ACCOUNT

To access the Services, you will create an account and establish login credentials, including a username and password (“Spatial Mods User ID”). You agree to provide accurate, complete, and current account information and to keep that information up to date.

You are solely responsible for maintaining the security of your account and password and for all activity that occurs under your account, whether or not authorized by you. If you become aware of any unauthorized use of your account, please notify us immediately at legal@spatialmods.com. You may not transfer your account to any third party without our prior written consent.

2. INTELLECTUAL PROPERTY

a. Platform Access

b. Technology Use

Subject to your full compliance with this Agreement, Spatial Mods grants you a limited, personal, non-sublicensable, non-transferable, royalty-free, nonexclusive license to use the Spatial Mods technology solely to create augmented reality experiences and related content through the platform, in accordance with our official documentation and any other purposes we authorize in writing.

c. Content Distribution

Subject to your full compliance with this Agreement, Spatial Mods grants you a limited, personal, non-sublicensable, non-transferable, royalty-free, nonexclusive license to distribute AR experiences you create using our technology, provided that distribution is subject to an end-user agreement that is at least as protective of our proprietary rights as this Agreement. At minimum, that end-user agreement must include restrictions on reverse engineering, a disclaimer of warranties, and a limitation of liability no less protective of Spatial Mods than those set forth herein.

d. Evaluation Use

Spatial Mods may make sample applications or demonstration content available for download. If so, such materials are licensed to you solely for the purpose of evaluating the platform and its functionality, subject to the terms of this Agreement.

e. Hosting Services

If you elect to use our content hosting services, you agree to comply with any additional Hosting Services terms posted to SpatialMods.com, which are incorporated into this Agreement by reference. Your use of the hosting services is subject to the same limited, personal, non-transferable license described above.

3. RESTRICTIONS

You agree not to use the Services to develop any product or service that competes directly with Spatial Mods technology. You will not disclose the Spatial Mods platform, technology, or any information derived from it to any third party, except as expressly permitted by this Agreement.

You agree that you will not, and will not permit any third party to:

Reverse engineer, decompile, or attempt to discover the source code of any part of the Services, except to the extent expressly permitted by applicable law
Modify, translate, or create derivative works based on the Services
Use the Services for timesharing, service bureau purposes, or any purpose other than your own authorized use
Use the Services in any manner that violates applicable law or regulation

Any rights not expressly granted in this Agreement are reserved by Spatial Mods.

4. PLATFORM UPDATES

You agree to maintain compatibility with the Spatial Mods platform, including any updates or changes we provide. Spatial Mods may cease support for older versions of the technology at any time. We may also automatically update the version of the Services you are using, including on devices through which end users access your AR experiences.

5. FEES

Certain features of the platform may be available at no charge. Spatial Mods reserves the right to introduce fees for additional features, updates, or new versions of the Services. We will not charge you any fees without your prior authorization.

Where fees apply, invoices are issued monthly and payable in U.S. dollars within thirty (30) days of the invoice date. Past due balances accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. You are responsible for all applicable taxes associated with your use of the Services, excluding taxes on Spatial Mods net income. All fees paid are non-refundable.

6. FEEDBACK

You may from time to time provide suggestions, ideas, or other feedback to Spatial Mods regarding the Services. Any feedback you provide, even if marked as confidential, does not create a confidentiality obligation for Spatial Mods. By providing feedback, you grant Spatial Mods a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use that feedback for any purpose without restriction or compensation to you.

7. DATA AND CONFIDENTIALITY

a. Proprietary Information

Each party may have access to the other party’s confidential or proprietary information in connection with this Agreement. The receiving party agrees not to disclose that information to any third party, to limit access to those who need it for purposes of this Agreement, and to protect it with at least the same care used to protect its own most sensitive information.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without action by the receiving party; (b) was already in the receiving party’s possession prior to disclosure; (c) was disclosed to the receiving party by a third party without restriction; or (d) was independently developed by the receiving party without use of the disclosing party’s information. Nothing in this Agreement prevents either party from disclosing information pursuant to a valid judicial or governmental order, provided reasonable prior notice is given to contest that order where possible.

b. Your Content and Data

You retain all right, title, and interest in and to any content, video, images, or data you upload to the Services (“Your Content”). By uploading Your Content, you grant Spatial Mods the right to host, display, and deliver that content as necessary to provide the Services to you. You represent and warrant that you have all rights necessary to grant this license and that Your Content does not violate any applicable law or third-party rights.

Spatial Mods may collect certain data about how you and your end users interact with the Services. For details on what data we collect and how we use it, please review our Privacy Policy at SpatialMods.com. Spatial Mods will use commercially reasonable efforts to maintain the security and integrity of your data. Your data may be permanently deleted if your account remains delinquent for ninety (90) days or more.

c. Aggregated Data

Spatial Mods may use anonymized, aggregated data derived from your use of the Services for purposes of improving, testing, promoting, and marketing the platform. This data will not identify you or any individual user personally.

8. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Spatial Mods and its affiliates, employees, contractors, directors, and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, arising from or related to:

Your use or misuse of the Services
Your violation of this Agreement or breach of any representation or warranty
Infringement by you of any intellectual property or other right of any person or entity
Any claim that your AR experiences or content have caused harm to or violated the rights of a third party

Spatial Mods reserves the right to assume exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of that claim.

9. DISCLAIMER OF WARRANTIES

SPATIAL MODS PROVIDES THE SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. SPATIAL MODS HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. THIS DISCLAIMER IS AN ESSENTIAL PART OF THIS AGREEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE FOREGOING MAY NOT APPLY TO YOU IN FULL.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPATIAL MODS AND ITS SUPPLIERS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, DEVICE FAILURE, OR DAMAGES ARISING FROM YOUR USE OF THE SERVICES. SPATIAL MODS’S TOTAL LIABILITY FOR DAMAGES OF ANY KIND ARISING UNDER THIS AGREEMENT WILL NOT EXCEED $100. THESE LIMITATIONS APPLY EVEN IF SPATIAL MODS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU IN FULL.

11. TERM AND TERMINATION

This Agreement is effective from the date you begin using the Services and remains in effect until terminated. You may terminate this Agreement at any time by ceasing all use of the Services and deleting your account. Spatial Mods may terminate this Agreement and your access to the Services at any time and for any reason.

Spatial Mods may also suspend or limit your access to the Services if: (i) your account is more than sixty (60) days past due; or (ii) your use of the Services is causing or is reasonably likely to cause material damage or degradation to the platform or to other users’ access. In the case of (ii), Spatial Mods will make good-faith efforts to notify you and work with you to resolve the issue before suspending access, and will reinstate access if the issue is remediated within thirty (30) days of notice.

All licenses granted to you under this Agreement terminate upon termination. Provisions that by their nature should survive termination will do so, including payment obligations, ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

12. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement is governed by the laws of the State of Wyoming, without regard to its conflict of laws provisions.

Any dispute arising from or relating to this Agreement will be resolved through binding arbitration conducted in English by a single commercial arbitrator with substantial experience in intellectual property and commercial contract disputes. Arbitration will proceed under the Simplified Rules of the Judicial Arbitration and Mediation Procedures (JAMS). Judgment on any arbitration award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief at any time in any court of competent jurisdiction to protect its intellectual property or confidential information. For all purposes under this Agreement, both parties consent to jurisdiction and venue in the state and federal courts located in Wyoming.

Arbitration under this Agreement will take place on an individual basis. Class arbitrations and class actions are not permitted. BY AGREEING TO THESE TERMS, YOU AND SPATIAL MODS EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

13. CHANGES TO THIS AGREEMENT

Spatial Mods may modify this Agreement at any time at its sole discretion. When changes are made, we will notify you by posting the updated Agreement to SpatialMods.com or through other direct communication. Your continued use of the Services after any modification constitutes your acceptance of the updated Agreement.

If you do not agree to a modified version of this Agreement, you must stop using the Services. Spatial Mods may change, suspend, or discontinue any part of the platform or Services at any time without notice, at its sole discretion.

14. MISCELLANEOUS

You represent and warrant that you are not located in a country subject to a U.S. government embargo or designated as a terrorist-supporting country, and that you are not listed on any U.S. government list of prohibited or restricted parties.

This Agreement constitutes the entire agreement between you and Spatial Mods with respect to the Services and supersedes all prior agreements and representations between the parties. This Agreement may be amended only by a written agreement signed by both parties, or as otherwise provided in Section 13.

If any provision of this Agreement is found to be unenforceable, that provision will be modified only to the extent necessary to make it enforceable, and the remaining provisions will continue in full force.

Spatial Mods will provide notices to you via email or by posting to the platform. Notice by email is deemed given on the date of receipt. Notice by platform posting is deemed given on the date of posting. Spatial Mods’s failure to act on any breach does not constitute a waiver of its rights with respect to that breach or any future breach.

This Agreement is personal to you and may not be assigned or transferred without Spatial Mods’s prior written consent. Any attempted assignment in violation of this provision is void. Spatial Mods reserves the right to assign this Agreement and to delegate its obligations at any time.

CONTACT

For questions about these Terms of Use, please contact us at legal@spatialmods.com.

Terms of Use