Niantic Spatial Platform Business and Developer Terms of Service and License Agreement

Effective Date: May 29, 2025

These terms and conditions (“License Agreement”, as further defined below) govern your access to and use of the Niantic Spatial Platform SDK (or “Niantic SDK”, which includes Niantic ARDK, Maps SDK, the Niantic Spatial Platform APIs (“Niantic API(s)”), the Niantic SDK Services, and the Niantic SDK Website) and the Scaniverse for Developers feature in the Scaniverse Application (“Scaniverse for Developers”) (collectively herein, the “Business and Developer Services”).

Please read these terms carefully before you access or use the Business and Developer Services, as they constitute a legal contract between you and Niantic Spatial.

By accessing the Business and Developer Services, you agree to be bound by all of the terms of this License Agreement. You may not access the Business and Developer Services, or use any component thereof, if you do not agree to the terms of this License Agreement or to any additional or amended terms to this License Agreement.

Niantic Spatial may from time to time add new components to and/or modify the Business and Developer Services. As a result, Niantic Spatial may subject your continued use of the Business and Developer Services to your acceptance of additional or amended terms. In case of a conflict between this License Agreement and additional terms applicable to a given component of the Business and Developer Services, such additional terms will control.

You may not access the Business and Developer Services and may not accept this License Agreement if you are not of legal age to form a binding contract. If you are accepting this License Agreement on behalf of an entity, you represent and warrant that you have full legal authority to bind that entity to this License Agreement.

This License Agreement is entered between you and Niantic Spatial, Inc. if you reside in the United States, or between you and Niantic Spatial UK, Ltd. if you reside outside of the United States. Niantic Spatial, Inc. and Niantic Spatial UK Ltd. are collectively referred to as "Niantic Spatial" or “we” in this License Agreement.

ARBITRATION NOTICE: YOU ARE BOUND BY THE ARBITRATION PROVISION SET FORTH LATER IN THIS LICENSE AGREEMENT. YOU AGREE THAT DISPUTES BETWEEN YOU AND NIANTIC SPATIAL ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR THE BUSINESS AND DEVELOPER SERVICES WILL BE RESOLVED BY BINDING ARBITRATION, AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. THIS NOTICE DOES NOT APPLY: (1) IN ANY JURISDICTION WHICH DOES NOT ALLOW THIS ARBITRATION AGREEMENT, (2) TO CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 14.1, “ARBITRATION,” BELOW.

1. Definitions

1.1. Application(s): means any software program, application or project developed by you under the terms of this License Agreement that uses or integrates any part of Niantic SDK.

1.2. Applicable Laws: is defined in Section 3.2 of this License Agreement.

1.3. Authorized Individuals: means the individuals who are allowed access to the Business and Developer Services through your Account in accordance with this License Agreement.

1.4. Content: means any content you submit, send or transfer to Niantic Spatial, either directly or via your Application, in connection with your Account or your use of the Business and Developer Services, but excluding any personal data or other information governed by either of the Data Processing Agreements.

1.5. Data Processing Agreements: means the Niantic Spatial Controller-Controller Data Processing Agreement and the Niantic Spatial Controller-Processor Data Processing Agreement.

1.6. Developer Portal(s): means any website or platform through which the Business and Developer Services, including the Niantic SDK Website, is made available to you.

1.7. Documentation: means any developer documentation, usage guidelines, release notes, notices, explanatory materials and any other documentation made available now or in the future for the Business and Developer Services.

1.8. Intellectual Property: means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other intellectual property rights.

1.9. License Agreement: means all terms and conditions set forth herein. The Specific Terms, the Data Processing Agreements, the Privacy Policy, and the Documentation are incorporated by reference in this License Agreement and part thereof.

1.10. Map Data: means information about geographic points of interest, geospatial information, 2D and 3D imagery and related data (together the “Map Data”). For clarity, Map Data does not include data that you only upload through the “Developer Private Scan” user flow of Scaniverse for Developers for use solely in the developer environment of your Application for purposes such as testing.

1.11. Niantic SDK: means any software development kit provided to you through Niantic Spatial Platform on the Niantic SDK Website, including any Niantic API, any Niantic SDK Services, and any related Documentation, Sample Code, source code, object code, software tools, and other materials and underlying technology, as well as any Updates thereof.

1.12. Niantic API: means any application programming interface documented by Niantic Spatial in the Documentation and included in Niantic SDK.

1.13. Niantic SDK Services: means developer services that Niantic Spatial may provide or make available through Niantic SDK for use with your Application(s).

1.14. Niantic SDK Website: means any website or platform through which Niantic SDK is made available to you, including: at https://www.nianticspatial.com/products/niantic-sdk.

1.15. Scaniverse for Developers: means the mobile mapping and AR scanning Geospatial Browser feature integrated into the Scaniverse application made available by Niantic Spatial to you through your Niantic SDK Account, and through which Map Data can be contributed to the Niantic Spatial 3D map of the world.

1.16. Specific Terms: means any specific commercial and contractual terms completed and signed by both you and Niantic Spatial, in addition to this License Agreement, under which Niantic Spatial gives you access to the Business and Developer Services.

1.17. Territory: means those countries and/or regions (the list of which may change at any time at Niantic Spatial’s sole discretion without notice, liability, or compensation to you) where Niantic Spatial elects to make the Business and Developer Services available.

1.18. Updates: means bug fixes, enhancements, modifications, updates, upgrades, new releases and new versions of the Business and Developer Services, or any part thereof (including, without limitation, Niantic APIs, Niantic SDKs and Niantic SDK Services).

2. Account and Access

2.1. You must have an Account to access the Business and Developer Services (your "Account"). As part of your Account we will provide you with developer credentials for each Authorized Individual. You must require each of your Authorized Individuals to comply with the terms of this License Agreement.

2.2. Developer credentials are meant to be used by you and to identify your Application. You agree to only access a Niantic API by methods described in the relevant Documentation and using the developer credentials we provide to you. You agree not to hide or misrepresent your identity or your Application’s identity when using the Account or any Niantic API. You will ensure that any developer credentials provided to you are not transferred to or shared with any individual who is not an Authorized Individual. You will make reasonable efforts to prevent other applications from using your developer credentials. You are solely responsible for all activities that occur under your Account, for the Content you provide through your Account and for all Applications developed under your developer credentials.

2.3. Your use of any Developer Portals, including the Niantic SDK Website, is governed by this License Agreement as well as the Niantic Spatial Terms of Service located at https://nianticspatial.com/terms. In case of conflict between this License Agreement and the Niantic Spatial Terms of Service regarding your use of the Business and Developer Services, this License Agreement prevails.

3. Your Use of the Business and Developer Services

3.1. Limited License

Subject to your compliance with this License Agreement and subject to any limitations set forth in its terms, Niantic Spatial grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited license in the Territory to access the Developer Portals, to use and reproduce the Business and Developer Services, including Niantic SDK, including by merging all or portions of the Sample Code with your Application, and to download and integrate the Scaniverse for Developers feature within the Scaniverse Application, all solely for the purpose of designing, creating, developing, testing, securing, releasing, publishing, distributing, marketing, promoting, enhancing and/or supporting your Application(s) and Content in accordance with all applicable Documentation. All rights not specifically granted herein are expressly reserved.

3.2. Compliance with Laws

When accessing and using the Business and Developer Services, including as part of any Application, you will comply with all applicable laws, rules, and regulations (including but not limited to any applicable privacy and data protection regulations and any laws regarding the import or export of data or software to or from the United States or to or from any other country of relevance), and any other applicable legal requirements (collectively, “Applicable Laws”).

3.3. Permitted Use

3.3.1. You will only use the Business and Developer Services for purposes that are specifically permitted by this License Agreement in compliance with Applicable Law.

3.3.2. You must comply with the Documentation as made available and updated by Niantic Spatial from time to time on the Developer Portals or as otherwise provided to you by Niantic Spatial.

3.3.3. You agree to comply with, and will not attempt to circumvent, any limit we set on your use of the Business and Developer Services in this License Agreement, the Specific Terms or otherwise.

3.4. Prohibited Use

3.4.1. When using the Business and Developer Services you will not engage in, or attempt to engage in, any activity or conduct that may:

  • Interfere with, damage, disrupt or provide unauthorized access to, the Business and Developer Services, the servers, the network, or other properties, services, software or technologies of Niantic Spatial or any third party;

  • introduce to Niantic Spatial servers, network, properties, services, software or technologies any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature;

  • reverse engineer, decompile, disassemble, attempt to extract the source code of, decrypt, or create derivative works of, the Business and Developer Services, except insofar as this restriction is expressly prohibited by applicable law;

  • exploit the Business and Developer Services in any unauthorized way, such as, without limitation, by trespass or burdening network capacity, by using undocumented APIs, or by mining, scraping, harvesting, exporting, bulk downloading, misusing, building or modifying databases of, or otherwise creating permanent copies (or keeping cached copies longer than permitted) of Map Data or any data or content provided by the Business and Developer Services, including Niantic SDK, Niantic APIs, the Niantic SDK Services, or Scaniverse for Developers. Without limiting the foregoing, you will not create or attempt to create any side upload data funnels that would redirect Map Data to storage locations not controlled by Niantic Spatial, or disrupt Niantic Spatial dataflows in any way;

  • copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third party any data or content provided by the Business and Developer Services, including Niantic SDK, Niantic APIs, the Niantic SDK Services or by Scaniverse for Developers;

  • misrepresent, remove, obscure, falsify or alter any Niantic Spatial or third-party proprietary rights notices (including copyright and trademark notices and logos) that may be affixed to or contained within the Business and Developer Services, or any content provided thereby;

  • remove, obscure, or alter any Niantic Spatial or third party terms of service appearing on the Business and Developer Services, or any links to or notices thereof;

3.4.2. Without limiting the foregoing, your Application(s) and Content must at all times comply with the Niantic Spatial Developer Policy, must not be unlawful or defamatory, and must not contain the Intellectual Property of Niantic Spatial or its licensors (except as specifically permitted under this License Agreement), including characters, character names, games images and titles, and logos, brand names, and other brand features.

3.4.3. Except as specifically permitted under this Agreement for the sole purpose of developing, releasing and operating your Application(s) to end-users, or as expressly approved by Niantic Spatial in writing, in advance, and at Niantic Spatial’s sole discretion, you agree not to rent, lease, lend, sell, redistribute, sublicense, or otherwise make available the Business and Developer Services, including Niantic SDK (or access thereto), or any components thereof, to any intermediaries, other software developers, or any other third parties, or to enable anyone to do so. You agree not to charge any fees to users of your Application(s) where such fees are solely for access to or use of the Business and Developer Services or for any content, data or information provided therein.

3.4.4. You agree not to create or attempt to create a product or service offering that competes with and/or is substantially similar to the Business and Developer Services (or any components thereof).

3.5. Third Party Software and Open Source Software

3.5.1. Third Party Software and Open Source Software Included in Niantic SDK. Niantic SDK may include third party software, including some open source software. You will be responsible for complying with the terms applicable to any third party software licenses and open source software licenses integrated in your Application. You will comply with any obligations or notice requirements specified in the Documentation or otherwise provided to you by Niantic Spatial or by relevant third-party licensors.

3.5.2. Integration of Open Source or Third Party Software in Your Application(s). If you intend to integrate any open source or third party software in your Application(s), you acknowledge and agree that (i) you will not use any open source software that could create an obligation to publish any part of Niantic SDK on a copyleft or other open source basis; (ii) you will remain fully responsible for complying with any license terms and policies applicable to such open source or third party software, and (iii) any such integration will be covered by your warranty and indemnity obligations as set forth in this License Agreement.

3.6. Third-Party Platform Requirements

3.6.1. You agree that it is your sole responsibility to ensure that you comply at all times with any applicable requirements set forth by third-party platforms or operating systems on which you elect to develop or publish your Application(s), including but not limited to any developer terms, developer policies, submission guidelines or other applicable documentation. You agree to indemnify Niantic Spatial for any breach of this Section to the fullest extent of your indemnity obligations set forth in Section 11.

3.7. Pricing and Usage Limits

3.7.1. You understand that we may charge fees and / or apply usage limits for the use of some or all of the current and future components of Niantic SDK. Fees and cap may be based on volume of API calls, monthly active users, or any other computation method as we will determine and calculate at our sole discretion. Our current pricing terms are available on the Niantic Spatial Platform website. We may make changes or additions to our pricing terms and usage caps at any time. We will notify you of any such changes by publishing them on the Niantic Spatial Platform website.

3.7.2. You agree not to circumvent any limits or caps that we may set on any part of the Business and Developer Services, or to direct excessive traffic (as determined by Niantic Spatial, in its sole discretion) to the Niantic Spatial servers, or to circumvent any computation by Niantic Spatial of your usage for the purpose of calculating any fees due.

3.8. Monitoring

3.8.1. Niantic Spatial may monitor and collect information about your use of the Business and Developer Services (such as, without limitation, technical and diagnostic information) for quality control, to improve the Business and Developer Services and other Niantic Spatial products, to determine any applicable usage fees or caps for Niantic SDK, and/or to ensure that you are in compliance with this License Agreement. You agree not to interfere with this activity, and Niantic Spatial reserves the right to use any technical means to overcome any interference. Niantic Spatial may suspend your access to the Business and Developer Services without notice or compensation whatsoever if we reasonably believe that you are in violation of this License Agreement.

4. Updates

4.1. We may, but have no obligation to, release Updates at any time without notice. You understand that any Update may require you to make changes to your Application(s) at your own cost, and may impact your ability to access or use the Business and Developer Services. Any Update is governed by the terms of this License Agreement, provided that, if the Update is accompanied by separate or additional terms, said terms will prevail in case of any conflict with this License Agreement.

5. Participation in a Beta

5.1. If we make available to you, and you access and/or use, any component of the Business and Developer Services while such have not been made publicly available by Niantic Spatial (referred hereunder as a "Beta Version"), the following section applies to you.

5.2. You acknowledge that, in the course of your use of a Beta Version, Niantic Spatial may suspend or terminate part or all of your access to said Beta Version at any time for any reason and without notice, liability or compensation to you. You may also terminate your use of a Beta Version at any time for any reason. If your use or access to the Beta Version is terminated, you will not have any further right to access or use the applicable Beta Version and any associated Documentation and any Application(s) may become inaccessible.

5.3. Niantic Spatial does not warrant or represent that any Beta Version will ever be made generally available, or that any generally available version of any the Business and Developer Services component will contain the same or similar functionality as its Beta Version.

6. Publicity

6.1. You agree to credit the Niantic Spatial brand name in your Application(s) and to prominently feature the applicable Niantic Spatial logo on your Application’s landing screen, in accordance with Niantic Spatial brand guidelines, which are available upon request at https://www.nianticspatial.com/contact, or that may otherwise be provided to you by Niantic Spatial from time to time (such as through the Documentation, or other means).

6.2. In the future, we may expand access to Scaniverse for Developers to enable any individual consumer to download it and contribute Map Data to the Niantic Spatial AR Map of the World. When we do, you agree that you will include in your Application prominent links and/or relevant instructions to access the Scaniverse for Developers feature in the Scaniverse Application’s Apple App Store and Google Play Store download pages.

7. Privacy and Data

7.1. You acknowledge and agree that, in connection with your use of the Business and Developer Services, we may collect, receive, process, use and store information about you. This information and how we process it are described in the Niantic Spatial Business and Developer Services Privacy Policy (“Privacy Policy”). Niantic Spatial may collect, receive, process, use and store (through Niantic SDK or otherwise) information about end-users of your Application(s) and more generally information and data collected from end-users of your Applications (such as AR session data, which may include Map Data) in order to provide, operate, maintain and/or improve Niantic SDK and to develop new products and services, and as otherwise set forth in the Niantic Spatial Controller-Controller Data Processing Agreement. You acknowledge and agree that, as between you and Niantic Spatial, each party’s collection and use of such end-user information is subject to the Niantic Spatial Controller-Controller Data Processing Agreement to the extent required by data protection laws.

7.2. You agree that you and your Application(s) will comply at all times with all applicable privacy laws and regulations with respect to any personal information processing you carry out. Without limiting the above, you will publish a privacy policy for your Application(s) that fully and accurately describes to end-users any personal information you collect about them and how you process, use and share such personal information. In addition, you will disclose in your privacy policy that your Application(s) use(s) Niantic Spatial AR functionalities and that any related collection and processing of data (such as AR session data) from your end-users by Niantic Spatial is governed by the Niantic Spatial Privacy Policy at https://nianticspatial.com/privacy.

8. Feedback

8.1. You may provide us with information, data (including AR session data from end users), and feedback concerning suggestions for improvements, problems, errors or any other matters related to the Business and Developer Services (“Feedback”). We are not under any obligation of confidentiality with respect to the Feedback. You acknowledge and agree that: (1) you will not retain, acquire or claim any Intellectual Property right or any other right, title or interest in or to the Feedback; (2) we may have development ideas similar to this Feedback; (3) your Feedback does not contain confidential information or proprietary information from you or any third party. To the extent any Intellectual Property is attached to the Feedback in accordance with applicable law, you grant Niantic Spatial a nonexclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty free license, with the right to sublicense, under any and all Intellectual Property rights that you own or control, to use, copy, modify, create derivative works based upon, and otherwise exploit your Feedback for any purpose, and you waive any moral rights in connection therewith to the fullest extent legally permissible.

9. Ownership and Proprietary Rights

9.1. As between you and Niantic Spatial, you retain your ownership rights and Intellectual Property in all content, code and materials created by you for your Application(s) (excluding the Business and Developer Services, or other content provided by Niantic Spatial regardless of how incorporated, and excluding Map Data). Niantic Spatial owns and will continue to own all rights and Intellectual Property in and to the Business and Developer Services, including Niantic SDK, Scaniverse for Developers, Map Data, and other content available on Niantic SDK or otherwise provided to you by Niantic Spatial now or in the future, including any Updates. All rights not expressly granted by this License Agreement are hereby retained by Niantic Spatial.

9.2. Save as specifically set forth in this License Agreement, you understand that you have no right to use your relationship with Niantic Spatial, the existence of this License Agreement, or any trade names, trademarks, service marks, logos, domain names, or other Intellectual Property or distinctive brand features of Niantic Spatial (or those of Niantic Spatial’s partners or licensors) to market, advertise, or promote yourself, your entity (if applicable), your Application, or other products.

9.3. As between you and Niantic Spatial, all components of the Business and Developer Services, any items, contents or data provided by Niantic SDK or by Scaniverse for Developers, as well as the Map Data and any data computed or derived therefrom, are the exclusive Intellectual Property of Niantic Spatial and are protected by United States copyright and patent law, international treaty provisions and any applicable laws of any country in which they are being used. You agree to protect all copyright, trademark and other ownership interests of Niantic Spatial as described in this Section. Niantic Spatial retains all rights, title, interest and ownership in and to any component of the Business and Developer Services, Niantic SDK, Scaniverse for Developers, and Map Data. Except as stated above, this License Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, Intellectual Property or any other rights with respect to the Business and Developer Services, Niantic SDK, Scaniverse for Developers, or Map Data.

9.4. Niantic Spatial may currently be developing, or may develop in the future, technologies and products that are or may be similar to, or compete with, your Application(s) or other products that you may develop. Nothing in this License Agreement will impair or limit Niantic Spatial's right to develop, maintain and/or distribute any of its technology or products.

10. Representations and Warranties

10.1. You represent and warrant that: (a) you are at least 18 years of age (or the legal age of majority in your country of residence, if different), you are legally able to enter into a contract, and, if you are acting on behalf of an entity, you have the authority to act on its behalf and to bind it to this License Agreement, (b) you and any entity that owns, controls, or is otherwise affiliated with you (i) are not included on any of the restricted party lists maintained by any relevant government authority, (ii) are not a resident of, located in, or organized under the laws of, any country with which trade is prohibited by any relevant government authorities or sanctions, and (iii) will not do business with or provide goods or services, directly or indirectly, to anyone on the restricted party lists or to any country with which trade is prohibited by any applicable sanctions, (c) you will implement and comply with appropriate data privacy and security measures in connection with any personal data collected, processed, transferred or used by any of your Application(s), and you have all necessary consents required for the processing by Niantic Spatial or its affiliates or processors/sub-processors of such personal data in accordance with this License Agreement (d) you will comply with Applicable Laws, this License Agreement, and any guidelines, documentation and materials we provide from time to time with respect to the Business and Developer Services, or otherwise, (e) you have and will retain all necessary licenses, rights, permissions, and clearances (including from any third parties) required to perform your obligations under this License Agreement and to grant Niantic Spatial all rights as set forth in this License Agreement and (f) you will not violate or infringe the Intellectual Property or other rights of Niantic Spatial or any third party.

10.2. You represent and warrant that neither your Content, nor your use and provision of your Content through the Business and Developer Services, nor any use of your Content by Niantic Spatial 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. To the extent permitted by applicable law, you also agree that you will not exercise any applicable moral rights (or equivalent rights under applicable laws), such as any right of attribution, against Niantic Spatial or any third party designated by Niantic Spatial.

10.3. If you use the Business and Developer Services as agent for an entity, then you represent and warrant that: (x) you are authorized to, and do, bind that entity to this License Agreement and (y) all of your actions in connection with this License Agreement are and will be within the scope of the agency relationship between you and that entity, and in accordance with any Applicable Laws.

11. Indemnification

11.1. To the fullest extent permitted by applicable law, you will indemnify, hold harmless and defend at your expense, Niantic Spatial and any of its officers, directors, employees, agents, affiliates, and licensors, from against any and all claims, actions, proceedings, and suits brought against any of the foregoing indemnified parties, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses), or other losses incurred by Niantic Spatial or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (a) the Application(s), (b) your or your Authorized Individual’s breach of this License Agreement, (c) your or your Authorized Individual’s misuse of the Business and Developer Services, your Account, or any other information and content, and / or (d) your or your Authorized Individual’s violation of Applicable Laws, or any third-party Intellectual Property Rights, privacy rights, and proprietary and other rights, in connection with your use of the Business and Developer Services, your Account, or any other information and content. Niantic Spatial will provide you with written notice of any claim, suit or action from which you must indemnify Niantic Spatial. You will not compromise or settle any indemnified claim in any manner, nor make any admission of liability, without Niantic Spatial’s prior written consent, which Niantic Spatial may provide in its sole discretion. You will cooperate as fully as reasonably required in the defense of any claim. Niantic Spatial reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

12. Disclaimer of Warranties

12.1. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE BUSINESS AND DEVELOPER SERVICES ARE PROVIDED “AS IS” AND "AS AVAILABLE", THAT YOUR USE OF THE BUSINESS AND DEVELOPER SERVICES IS AT YOUR SOLE RISK AND EXPENSE AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. TO THE FULLEST EXTENT PERMITTED BY LAW, NIANTIC SPATIAL PROVIDES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN ADDITION, NIANTIC SPATIAL MAKES NO WARRANTY THAT: (A) THE BUSINESS AND DEVELOPER SERVICES WILL ALWAYS BE UNINTERRUPTED, TIMELY, SECURE, FREE OF BUGS, DEFECTS, ERRORS OR HARMFUL COMPONENT, (B) THE BUSINESS AND DEVELOPER SERVICES WILL MEET YOUR EXPECTATIONS, OR (C) ANY INFORMATION AVAILABLE THROUGH THE BUSINESS AND DEVELOPER SERVICES WILL BE TIMELY, ACCURATE OR RELIABLE.

12.2. You are solely responsible for your use of the Business and Developer Services, including developing Applications that are safe for users and comply with Applicable Laws. You are solely responsible for backing up any information stored on Niantic Spatial servers in relation to your use of the Business and Developer Services.

12.3. You agree that we make no warranty in relation to the availability or uptime of the Business and Developer Services, and that we are not obligated to provide you with any technical or other support in relation with the Business and Developer Services or any Updates. If we do provide any support, such support may be conditioned upon your acceptance of additional obligations and/or fees.

13. Limitation of Liability

13.1. TO THE FULLEST EXTENT PERMITTED BY LAW, NIANTIC SPATIAL WILL NOT BE LIABLE FOR ANY LOST REVENUES OR PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES RESULTING FROM YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE BUSINESS AND DEVELOPER SERVICES, EVEN IF NIANTIC SPATIAL HAS BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

13.2. NIANTIC SPATIAL’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS RELATING TO THE BUSINESS AND DEVELOPER SERVICES WILL NOT EXCEED $500 (USD).

14. Term and Termination

14.1. This License Agreement will continue to apply until terminated by either you or Niantic Spatial as set forth below.

14.2. You may terminate this License Agreement at any time by ceasing your use of the Business and Developer Services.

14.3. We may terminate this License Agreement at any time if you have breached any provision of this License Agreement or if we are required to do so by law. In addition, we reserve the right, at our discretion, at any time and without prior notice to you, to terminate this License Agreement, to suspend, modify or retire the Business and Developer Services or any portion thereof (including changing, removing, deprecating, reissuing or republishing any and all feature or functionality in all or part of the Territory) or to subject it to new or different terms and/or fees, or to discontinue your access to the Business and Developer Services. You understand that as a result you may be required to modify or update your Application(s) at your own expense. We also reserve the right to remove or disable access to any Content, at any time and without notice, including the right to remove any Content we consider to be objectionable or in violation of this License Agreement. Niantic Spatial shall not be liable for any losses, damages or expenses that you or any third party may incur in connection with Niantic Spatial’s exercise of its right under this paragraph.

14.4. Upon termination of this License Agreement, any Specific Terms in force between you and Niantic Spatial will be automatically terminated and you will immediately (i) cease to access and use the Business and Developer Services and any portion thereof, (ii) remove all Niantic Spatial Intellectual Property from your Application(s) and (iii) stop using any Niantic Spatial Intellectual Property for any purpose. The following provisions of this License Agreement will survive its termination: Section 1 “Definitions”; Section 8 “Feedback”; Section 9 “Ownership”, “Section 10 “Representations and Warranties”; Section 11 “Indemnification”; Section 12 “Disclaimer of Warranties”; Section 13 “Limitation of Liability”; Section 14.4 “Termination”; Section 15 “Dispute Resolution”; Section 16 “General”.

15. Dispute Resolution

15.1. Applicability of Arbitration Agreement. If you live in the US or another jurisdiction which allows you to agree to arbitration, you and Niantic Spatial agree that any disagreement, controversy, or claim arising out of or relating in any way to your access to or use of the Business and Developer Services and any related websites (the “Sites”), any products sold or distributed through the Sites, the Business and Developer Services, or the License Agreement and prior versions of the License Agreement (each, a “Dispute”) will be settled by binding arbitration, except that each party retains the right: (a) to bring an individual action in small claims court and (b) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights (the action described in this clause (b), an “IP Protection Action“). Notwithstanding this Arbitration Agreement, each of us may bring an action in any court of competent jurisdiction to stop and/or seek compensation for the intentional or willful misuse or abuse (e.g. hacking or falsifying location) of its IP addresses, products, and Business and Developer Services. For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this License Agreement as well as claims that may arise after the termination of this License Agreement.

15.2. Informal Dispute Resolution. There might be instances when a Dispute arises between you and Niantic Spatial. If that occurs, Niantic Spatial is committed to working with you to reach a prompt, low‐cost and mutually beneficial resolution. You and Niantic Spatial agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). You and Niantic Spatial agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically (“Informal Dispute Resolution Conference”). To initiate Informal Dispute Resolution, a party must give notice in writing to the other party (“Notice”). Such Notice to Niantic Spatial that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to termsofservice@nianticspatial.com or regular mail to our offices located at 1 Ferry Building, Suite 200, San Francisco, CA 94111. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of the Dispute. Niantic Spatial will send a Notice and a description of the Dispute to your email address or regular address associated with your Account. It is your responsibility to keep your contact information up to date. The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties otherwise agree. If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in Informal Dispute Resolution.

15.3. Waiver of Jury Trial. YOU AND NIANTIC SPATIAL HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Niantic Spatial are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in subsection 15.1 above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

15.4. Waiver of Class and Other Non-Individualized Relief. EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection below entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Niantic Spatial agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the courts specified in subsection 15.10 below. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Niantic Spatial from participating in a class-wide settlement of claims.

15.5. Arbitration Rules and Forum. The License Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution does not resolve the Dispute in a satisfactory manner within forty-five (45) days after receipt of a Notice, you and Niantic Spatial agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the National Arbitration & Mediation (“NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Supplemental Rules for Mass Arbitration Filings (the “NAM Mass Filing Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the Account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

The arbitration will be conducted in the English language by a single arbitrator. The arbitration hearing (if any) will be held by videoconference, unless either party requests an in-person hearing and the arbitrator agrees. If an in-person hearing is required, it will be held in the county where you live (for US residents), San Francisco, California (for non-US residents), or as determined by the arbitrator (in the case of Batch Arbitration (defined below)). Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM Rules.

You and Niantic Spatial agree that all materials, documents, information, and communications of any kind relating to the arbitration, as well as all other information pertaining to the existence, progress, or outcome of the arbitration, shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

You and Niantic Spatial agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party’s costs from the time of the offer.

15.6. Arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the NAM’s roster of arbitrators, provided that if the Batch Arbitration process as defined below is triggered, NAM will appoint the arbitrator for each batch. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Request, then NAM will appoint the arbitrator in accordance with the NAM Rules, provided that if the Batch Arbitration process as defined below is triggered, NAM will appoint the arbitrator for each batch.

15.7. Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes regarding subsection 15.4 entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of that subsection is unenforceable, illegal, void or voidable, or that that such has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator’s award of damages must be consistent with the terms of Section 13 “Limitation of Liability” as to the types and amounts of damages for which a party may be held liable. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

15.8. Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

15.9. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Niantic Spatial agree that in the event that there are ten (10) or more individual Requests of a substantially similar nature filed against Niantic Spatial by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90) day period (or as soon as possible thereafter), NAM shall (1) administer the arbitration demands in batches of 100 Requests per batch (or, if between ten (10) and ninety-nine (99) individual Requests are filed, a single batch of all those Requests, and, to the extent there are less than 100 Requests remaining after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Niantic Spatial.

You and Niantic Spatial agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, except as expressly set forth in this provision.

15.10. Governing Law and Exclusive Venue. To the limited extent that this License Agreement allow you or Niantic Spatial to initiate litigation in a court instead of arbitration, other than for small claims court actions, both you and Niantic Spatial agree to the exclusive jurisdiction of and venue in the state and federal courts located in the Northern District of California. Each of the parties hereto waives any objection to jurisdiction and venue in such courts. This License Agreement and your use of the Business and Developer Services are governed by the laws of the State of California, excluding its conflicts-of-law rules.

If you are resident in a member state of the European Economic Area (“EEA”), the United Kingdom (“UK”), or a jurisdiction in which consumer arbitration is prohibited by local law, the Arbitration Agreement does not apply to you. Because your contract is between you and Niantic Spatial UK Limited, a company registered to do business under the laws of the UK, we each agree that this License Agreement and any disputes between us will be exclusively governed by English law, and exclusively decided in the courts of London, UK, except to the extent prohibited by law.

If you are an individual consumer, you may be entitled to invoke the mandatory consumer protection laws of your country of residence, and/or to bring legal proceedings in the courts of that country. If Niantic Spatial needs to enforce its rights against you as an individual consumer in the EEA, the UK, or a jurisdiction in which consumer arbitration is prohibited by local law, we will do so only in your country of residence. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

15.11. Changes to Dispute Resolution. If Niantic Spatial makes any material changes to this “Arbitration Agreement”, we will notify you. Any such change shall not apply to any claim that was filed in a legal proceeding against us or you prior to the effective date of the change. You should also periodically review this License Agreement at https://nianticspatial.com/terms-business. Unless you reject the change within thirty (30) days of such change become effective by writing to Niantic Spatial at termsofservice@nianticspatial.com, your continued use of the Sites and/or Business and Developer Services, including the acceptance of products and Business and Developer Services offered on the Sites following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of any previous Arbitration Agreement if you have previously agreed to a version of this License Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Business and Developer Services or of the Sites, any products sold or distributed through the Site, the Business and Developer Services, or this License Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this License Agreement (or accepted any subsequent changes to this License Agreement) remain in full force and effect. Niantic Spatial will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this License Agreement.

15.12. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to termsofservice@nianticspatial.com within thirty (30) days after first becoming subject to this Arbitration Agreement. Any opt out notice will be effective only if you send it yourself, on an individual basis, and opt out notices from any third party purporting to act on your behalf will have no effect on your or Niantic Spatial’s rights. Your notice must include your name and address, the email address you used to set up your Niantic Spatial Business and Developer Services Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this License Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

15.13. Invalidity, Expiration. Except as provided in subsection 15.4 entitled “Waiver of Class or Other Non-Individualized Relief,” if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Niantic Spatial as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

16. General

16.1. Modifications. We may from time to time make changes to any portion of this License Agreement. We will publish any changes to this License Agreement on the Niantic Spatial  website which you should check regularly. If you do not agree to the modified License Agreement, you will immediately discontinue your use of the Business and Developer Services. Your continued use of the Business and Developer Services constitutes your acceptance of the modified License Agreement.

16.2. Entire Agreement. This License Agreement sets out all the terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter, save as specifically set forth herein. Except for those specifically referenced under and incorporated into this License Agreement, any terms or conditions on a quote, purchase order, invoice, or other similar document related to this License Agreement or the Business and Developer Services, are void.

16.3. Severability. If any term (or part of a term) of this License Agreement is invalid, illegal or unenforceable, the rest of this License Agreement will remain in effect.

16.4. Order of Precedence. If there is a conflict between any provision of this License Agreement and of the Specific Terms, the Specific Terms will prevail.

16.5. Assignment. You may not assign or transfer any of your rights or obligations under this License Agreement without Niantic Spatial’s prior written consent. Any attempt by you to assign or transfer this License Agreement without such consent will be null and void. Niantic Spatial may freely assign or transfer any of its rights or obligations under this License Agreement without restriction.

16.6. Purpose. The Business and Developer Services are intended for use by businesses and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If any consumer laws do apply and cannot otherwise be lawfully excluded, nothing in this License Agreement will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you may have, and Niantic Spatial's liability will be limited to the provision of a replacement service.

16.7. No Agency or Third-Party Beneficiaries. This License Agreement does not create any agency, partnership, or joint venture between the parties and does not confer any benefits on any third-party unless it expressly states that it does.

16.8. Force Majeure. Neither you nor Niantic Spatial will be liable for any losses, nonperformance or delay in performance by reason of any act of God or other causes beyond their control.

16.9. Notices. Any notices or other communications provided by Niantic Spatial under this License Agreement will be given (a) via email and effective upon receipt, or (b) on the Niantic Spatial website and effective upon publication. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted to the email address you provided.

16.10. No Waiver. Any failure to insist on or enforce strict performance of any provision of this License Agreement will not be construed as a waiver by Niantic Spatial of any provision or right we have to enforce this License Agreement.

16.11. Remedies. Our exercise of any remedies under this License Agreement will be without prejudice to our other remedies under this License Agreement or otherwise.

16.12. In this License Agreement, the words "include" and "including" mean “including but not limited to.”