Spacely Media Terms and ConditionsThese Spacely Media Terms and Conditions, together with an executed Partner Form (as defined below), (collectively, this "Agreement"), are entered into by and between Spacely Media Inc., with a place of business at 1930 Broadway, Third Floor, New York, NY 10023 (the "Company", "we" or "our"), and the Advertiser or Media Owner (as defined below) set forth on the Partner Form (each, a "Partner" or "you") (each, a "Party" and collectively, the "Parties"). When you execute a Partner Form with Company in any manner, whether written or electronic, you enter into a binding contract with Company, and you agree to be bound by this Agreement.
1. DEFINITIONS
Capitalized terms used in this Agreement have the following meanings:
"Ad" means any printed content, including, without limitation, text, layouts, artwork, graphics, drawings, logos, trademarks, designs, charts, images and photos, used to publicize products or services.
"Ad Inventory" means space available in a Publication or Out-of-Home Media for the insertion of an Ad or Digital Ad, as applicable.
"Advertiser" means a person or entity, or any other person or entity acting on behalf of such person or entity with express or implied authority, such as an agency, who uses the Service to acquire Ad Inventory from a Media Owner.
"Authorized User" means an employee, agent or independent contractor authorized by Partner and issued Log-in Credentials to access and use the Service in accordance with this Agreement.
"Digital Ad" means any digital content, including, without limitation, text, layouts, artwork, graphics, drawings, logos, trademarks, designs, charts, images and photos, used to publicize products or services and delivered via Out-of-Home Media on a rotational basis, including, but not limited to, electronic billboards (but excluding delivery of Digital Ads on a programmatic basis).
"Out-of-Home Media" means any type of paid media advertising that reaches people outside of their homes where Media Owner delivers (a) Digital Ads or (b) non-digital Ads, including, but not limited to, non-digital Ads placed on billboards, bus shelters, wild postings, checkout advertising, mall kiosks, product stands in stores, taxis, and urban murals.
"Log-In Credentials" means user account names and passwords (and/or other such secure access methods) registered to Partner and its Authorized Users to enable access to and use of the Service.
"Media Owner" means the supplier of a Publication or Out-of-Home Media, as applicable."Net Rate" means the amount payable by Advertiser to Media Owner for the Ad Inventory, prior to deduction of the applicable Transaction Fee, as set forth in the Partner Form.
"Partner Form" means a written agreement between Company and Partner setting forth the specific terms of the Service to be provided by Company and incorporating these Terms & Conditions. The Partner Form may be executed electronically via Company's web-based form.
"Publication" means the print publication(s) where Media Owner inserts Ads.
"Partner Data" means any and all electronic data and information that is (a) inputted, submitted, uploaded or otherwise transferred by or on behalf of Partner or any Authorized User to the Service, and (b) any output generated by Partner or any Authorized User through the use of the Service.
2. PROVISION OF THE SERVICE
(a) Access. Subject to the terms and conditions of this Agreement, Company will make the Service available to Partner in accordance with the Partner Form.
(b) Additional Services. Company will provide Media Owner with the following services at no additional cost: (i) a dedicated client lead, (ii) onboarding and training for publishing and editorial personnel as generally made available to Company's publishing partners and (iii) networking and DM access to all Partner contacts.
(c) Changes. Company may modify or delete any features of the Service in any manner that: (i) does not have an adverse impact on the Service, or (ii) may be necessary to meet any applicable legal, regulatory, or industry-standard requirements or demands. Partner will be provided advance notice (at least 30 days) if Company makes any material changes to the Service.
(d) Monitoring; Suspension. Company may access and monitor use of the Service by Partner and its Authorized Users. Company may, without limitation to any other remedy and without incurring any liability, terminate or suspend Partner's or any Authorized User's access to the Service if (i) Partner or an Authorized User breaches any term of this Agreement, or (ii) Company reasonably determines that Partner's or the Authorized User's access to or use of the Service adversely affects Company, the Service or other third party users of the Service.
3. PARTNER OBLIGATIONS
(a) Media Owner Exclusivity. During the Term (as defined herein), Media Owner grants Company the exclusive right to offer the percentage of Ad Inventory set forth in the Partner Form to Advertisers via the Service, provided that, such exclusivity shall not prohibit Media Owner from offering or selling such Ad Inventory directly to an Advertiser. During such period, Media Owner shall not make such percentage of Ad Inventory available to any Advertiser through any third party means other than the Service. In addition, during the Term and for a period of twenty-four (24) months following expiration of the Term or earlier termination as set forth herein, Media Owner shall not engage in any activity, directly or indirectly, intended to compete with the Service, including, without limitation, developing, selling, licensing, reselling or distributing any Media Owner or third party offering which provides Advertisers with access to and the opportunity to purchase Ad Inventory, provided that, this provision shall not prohibit Media Owner from directly offering Advertisers its own Ad Inventory.
(b) Log-In Credentials. The Service may only be accessed by Authorized Users who have Log-In Credentials. Partner will be responsible for: (i) issuing, managing, and deleting Log-In Credentials, (ii) ensuring that the Authorized Users' access to and use of the Service are in accordance with this Agreement, and (iii) ensuring that all Authorized Users maintain their Log-In Credentials in confidence and change their Log-In Credentials periodically. Log-In Credentials are not transferable by Authorized Users. Partner shall be liable and responsible for all activities conducted through, and any consequences arising from, the Log-In Credentials, whether or not such activities have been authorized by Partner. Any personal information collected by Company in connection with an Authorized User's registration and issuance of Log-In Credentials shall be subject to Company's Privacy Policy as made available on Company's website.
(c) Restrictions. Partner shall not use, provide access to, or otherwise make available, the Service (or any component thereof) in whole or in part for any purpose except as expressly permitted under this Agreement. Without limiting the foregoing, Partner (whether itself or through a third party) shall not, and Partner shall ensure that no Authorized User or third parties shall: (i) modify, create derivative works of, combine with other programs, change, decompile, decode, disassemble, reverse engineer or otherwise attempt to discover in any way whatsoever any software, source code, underlying ideas or algorithms used to provide the Service, (ii) sublicense, sell, rent, lease, transfer, transmit, or distribute the Service or any component thereof, (iii) copy, in whole or in part, the Service or any component thereof, (iv) employ any scraping method, (v) develop or have developed any product or service using or based on any component of the Service, (vi) allow any third party or unauthorized party to access or use the Service for any purpose, (vii) provide service bureau or timeshare services using the Service or any component thereof, (viii) compromise the security or integrity of any data, equipment, software, or system input or output of the Service, (ix) misuse the Service or (x) use the Service for illegal purposes.
4. FEES; PAYMENT TERMS; TAXES
(a) Fees. In consideration for the Service, Partner shall pay Company the fees and other amounts set forth in the applicable Partner Form (collectively, the "Fees").
(b) Transaction Fees. Transaction Fees, as set forth in the Partner Form, shall either be deducted from the Net Rate applicable to each purchase of Ad Inventory through the Service or invoiced to Media Owner in accordance with subsection 4(d).
(c) Ad Fees. If Media Owner elects for Company to collect fees paid by Advertisers for Ad Inventory and remit such fees to Media Owner, then Company shall pay such fees to Media Owner within thirty (30) days after the Publication in which the Ad is inserted is made available on newsstands, provided that Company has received payment from Advertiser. Company shall have no obligation to remit any payment if it has not first received payment from Advertiser. If Company collects such payment from Advertiser and remits the payment to Media Owner in accordance with this section, such payment shall be considered for all purposes to be made by Advertiser to Media Owner. Company's relationship with Advertiser with respect to these amounts is solely as paying agent of Advertiser. Company accepts no responsibility and claims no responsibility for withholding of any taxes related to such payments. Company may use a third party payment processor to collect and remit any payments hereunder, and such use is subject to the third party's additional terms and conditions.
(d) Payment Terms. Payment shall be made in accordance with the terms and conditions set forth in the Partner Form. If not provided for in the Partner Form, payment will be made within thirty (30) days following the date of an invoice. Past due balances shall be subject to an interest charge of the lesser of one and a half percent (1.5%) per month computed from the due date of each payment or the maximum rate allowable by applicable law.
(e) Taxes. The Fees are exclusive of all sales, use, value-added, privilege, excise or similar taxes or duties levied upon Partner. Partner shall be solely responsible for paying any applicable taxes levied or based on its use of the Service, exclusive of taxes levied on Company's income. Company may, but is not obligated to, invoice Partner for any such taxes and remit any payments made on any such invoice directly to the appropriate taxing authorities. Partner is responsible for obtaining and providing to Company any certificate of exemption or similar document required to exempt any transaction from sales, use or similar tax liability. All amounts are quoted and payable in United States dollars, unless otherwise noted, and are exclusive of taxes.
(f) Continuing Obligations. Notwithstanding expiration or termination of this Agreement or any Partner Form, Partner shall continue to be obligated to pay to Company all Fees that accrued prior to the date of expiration or termination.
5. TERM; TERMINATION
(a) Agreement Term. This Agreement shall commence on the date of signature on the applicable Partner Form and shall continue in effect for the initial term and each renewal term specified in the Partner Form (collectively, the "Term").
(b) Default. Either Party may terminate this Agreement immediately following the other Party's (i) material breach of this Agreement that is not cured within thirty (30) days from notification in writing from the non-breaching Party (ten (10) days in the event of non-payment of Fees) if such breach has not been cured within the applicable notice period, or (ii) insolvency, bankruptcy (voluntary or involuntary) dissolution or liquidation or appointment by a court of a receiver, trustee, custodian or similar agent to take charge of or sell any material portion of its property or business.
(c) Effect of Termination. Unless otherwise set forth in a Partner Form, upon termination of this Agreement for any reason, Partner's and all Authorized Users' access to and use of the Service shall cease as of the effective date of termination, and Partner shall promptly pay to Company any outstanding Fees due. For a period of thirty (30) days following termination, Company agrees to make all Partner Data in Company's possession available to Partner upon request. Thereafter, Company may destroy Partner Data in its discretion, provided that, Company will not be required to search archived electronic back-up files of its computer systems in order to purge Partner Data from its archived files, and any Partner Data so retained will (a) remain subject to the obligations and restrictions contained in this Agreement, and (b) will not be used for any purpose.(d) Surviving Terms. The provisions of Sections 3(a), 3(c), 4, 5(c), 5(d), 6(a) – (c), 7(b), and 8 – 11, and any other obligation under this Agreement which is to survive or be performed after termination of this Agreement, shall survive the termination of this Agreement.
6. INTELLECTUAL PROPERTY RIGHTS
(a) Service. As between Company and Partner, all right, title and interest in and to the Service (and all components thereof), including all patents, copyrights, trademarks, trade secrets and other intellectual property rights therein, and any improvements or derivative works thereof, shall at all times remain solely and exclusively with Company and its licensors. Nothing contained herein shall be construed as granting Partner any rights in or to the Service, other than the right to access and use the Service as expressly stated herein.
(b) Partner Data. As between Partner and Company, all right, title and interest in and to the Partner Data shall at all times remain solely and exclusively with Partner. Partner hereby grants to Company and its relevant third party service providers, during the Term, a limited, nonexclusive, royalty-free, right and license to access, store, reproduce, display, handle, perform, transmit, test, modify, process, combine with other data, and otherwise use Partner Data (i) as necessary for performance of Company's obligations and exercise of Company's rights under this Agreement, and (ii) as required by applicable law.
(c) Feedback. The Parties acknowledge and agree that Company may solicit, and Partner may provide to Company, suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Service (the "Feedback"). Partner hereby grants to Company an irrevocable, perpetual, worldwide, royalty-free right and license to disclose, use, incorporate, and otherwise exploit the Feedback in connection with the development and distribution of the Service and related products and services.
(d) Media Owner Trademarks. Media Owner hereby grants Company a limited, non-exclusive, nontransferable license during the Term to copy and display Media Owner's name, logo, trademark, service mark, and Publication titles through the Service in connection with the provision of Ad Inventory information to Advertisers.
7. REPRESENTATIONS AND WARRANTIES
(a) Mutual. Each party represents and warrants to the other that: (i) it has the full right, power and authority to enter into this Agreement and perform its obligations hereunder, and (ii) this Agreement has been duly executed by it and is legally binding upon it, enforceable in accordance with its terms, and does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any applicable law.
(b) DISCLAIMER. EXCEPT AS SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SPACELY DOES NOT WARRANT THAT THE SERVICE WILL MEET PARTNER'S REQUIREMENTS, PROVIDE ANY SPECIFIC RESULTS OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER.
8. LIMITATION OF LIABILITY
(a) EXCLUDED DAMAGES. IN NO EVENT SHALL COMPANY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OR ANY OF ITS LICENSORS OR THIRD PARTY SERVICE PROVIDERS HAVE ANY LIABILITY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE LIABILITY, LOSS OR DAMAGE INCURRED BY PARTNER OR ANY OTHER PERSON OR ENTITY CLAIMING BY OR THROUGH PARTNER ARISING FROM OR OCCASIONED BY OR THROUGH THE USE BY PARTNER OR ANY AUTHORIZED USER OF THE SERVICE, OR THE ACCESSIBILITY OR INACCESSIBILITY THERETO, WHETHER CLAIMED UNDER CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF COMPANY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THESE DAMAGES.
(b) DIRECT DAMAGES. THE MAXIMUM AGGREGATE LIABILITY OF COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS AND THIRD PARTY VENDORS FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF SUCH CLAIMS, SHALL BE THE FEES PAID BY PARTNER UNDER THE PARTNER FORM OUT OF WHICH THE CLAIM ARISES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE LAST ACT OR OMISSION GIVING RISE TO SUCH LIABILITY.
(c) BASIS OF BARGAIN. THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND EACH PARTY ACKNOWLEDGES AND AGREES THAT, BUT FOR SUCH LIMITATIONS AND DISCLAIMERS, THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT ON THE TERMS SET FORTH HEREIN.
9. INDEMNIFICATION
Partner shall defend, indemnify and hold harmless Company, its affiliates and their respective officers, directors, employees, successors and assigns from and against all third party claims, demands, proceedings, suits and actions and all related liabilities, damages, losses, expenses and costs (including any reasonable legal fees and expenses relating to Company's defense) arising from: (a) use or misuse of the Service by Partner or its Authorized Users, (b) unauthorized access to or use of the Service through Partner's Log-In Credentials, (c) any claim of infringement, misappropriation, or violation of any other proprietary right by the authorized use of any Partner Data or the publication of any Ad, and (d) any claim that an Ad violates applicable federal, state or local laws, rules or regulations.
10. CONFIDENTIAL INFORMATION
(a) Definition. "Confidential Information" means all non-public technical, business and other information of a Party furnished or disclosed to the other Party from time to time, before or during the Term, that (i) is designated by such Party as confidential or proprietary, or (ii) would reasonably be viewed as confidential to such Party or a third party. Notwithstanding the foregoing, Confidential Information does not include information that a Party can document (A) is or has become known in to the public without breach by such Party of any obligation to the other Party or any other person or entity, (B) was in the lawful, authorized possession of such Party prior to disclosure by the other Party, or (C) was independently developed by such Party without reference to, or use of, any Confidential Information of the other Party.
(b) Acknowledgement; and Restrictions on Use and Disclosure. Each Party (the "Recipient") acknowledges and agrees that all Confidential Information of the other Party (the "Discloser") is and shall remain the sole and exclusive property of Discloser. Notwithstanding any other provision of this Agreement, Recipient agrees that it will (i) hold in confidence and not disclose to any third party other than its Representatives (as defined below) any Confidential Information of Discloser, (ii) protect such Confidential Information against unauthorized use or disclosure with at least the same degree of care that Recipient uses to protect its own Confidential Information, but in no case less than a reasonable degree of care, (iii) use Discloser's Confidential Information only as provided for in this Agreement, and (iv) limit access to Discloser's Confidential Information to its Representatives who are bound by confidentiality obligations applicable to the Confidential Information and substantially similar to those contained herein. The Recipient shall be liable to Discloser for any breach by any of its Representatives of the terms and conditions contained herein.
(c) Required Disclosure. If Recipient or any of its Representatives is required to disclose in connection with any proceeding, or otherwise becomes legally compelled to disclose, any Confidential Information, Recipient shall provide Discloser (at Discloser's expense) prompt prior written notice and reasonable assistance so as to enable Discloser to seek a protective order or other appropriate remedy or waive compliance with this Agreement. If such a protective order or other remedy is not obtained, or if Discloser waives compliance with this Section 10, Recipient (or such Representative required to disclose Confidential Information) may disclose only such Confidential Information as it is legally required to disclose to avoid contempt or other penalty or to comply with such request or requirement of the governmental authority, all in the reasonable opinion of counsel to Recipient, and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded all such Confidential Information.
(d) Representatives. The Recipient may disclose or otherwise make available Confidential Information of Discloser to its attorneys, accountants, employees, officers, directors, agents, representatives, subcontractors, affiliates or other persons performing Recipient's obligations or exercising its rights under this Agreement, in each case having a need to know such Confidential Information ("Representatives").
(e) Return of Confidential Information. Promptly upon termination of this Agreement or upon written request by Discloser, Recipient shall return to Discloser all Confidential Information in Recipient's possession or control, including all copies thereof, in whole or in part, or destroy such Confidential Information and confirm in writing such destruction. If Recipient is unable to delete, purge or destroy any Confidential Information from Recipient's storage or archival media, Recipient shall retain such Confidential Information only on its storage or archival media, and shall not otherwise access or use it. The Recipient may retain Confidential Information as required by applicable law. Any Confidential Information retained under this subsection (e) shall remain subject to this Section 10 for so long as the information is retained.
11. MISCELLANEOUS
(a) Binding Effect. This Agreement shall be binding upon the Parties and their respective successors and permitted assigns.
(b) Subcontracting and Assignment. Nothing herein shall prohibit Company from engaging affiliates, licensors, subcontractors and third party service providers to perform its obligations under this Agreement or assigning this Agreement. Partner shall not assign its rights or obligations under this Agreement without the prior written consent of Company.
(c) Notices. Any notices or other communications required or permitted to be given or delivered under this Agreement shall be in writing (unless otherwise specifically provided herein) and shall be sufficiently given if: (i) delivered personally, (ii) mailed by certified or registered mail return receipt requested, postage prepaid, or (iii) sent by overnight guaranteed delivery service, and addressed to the Party's proper address as set forth on the Partner Form or the preamble above, or as either Party may from time to time designate to the other by written notice. Any such notice or other communication shall be deemed to be given as of the date it is delivered to the recipient.
(d) Governing Law; Venue; Jury Trial Waiver. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without reference to the conflict of laws provisions thereof. In any action to enforce this Agreement or arising out of this Agreement, each Party consents to the exclusive jurisdiction of and venue in the federal and state courts in New York, NY, for the adjudication of all matters relating hereto or arising hereunder. THE PARTIES UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO, DIRECTLY OR INDIRECTLY, THIS AGREEMENT.(e) Equitable Relief. The Parties agree that a breach by a Party of the provisions of Section 3 (a) or Section 10 would cause the other Party irreparable harm for which money damages would be inadequate. Accordingly, in the event of a breach by one Party, the other Party shall be entitled to seek injunctive relief in addition to its other remedies and to the recovery of all costs and attorney's fees incurred in enforcing its rights, without the necessity of posting bond.
(f) Force Majeure. Except for any payment obligations hereunder, the performance of either Party under this Agreement may be suspended without liability to the extent and for the period of time that such Party is prevented or delayed from fulfilling its obligations due to causes beyond its reasonable control (including acts of God, acts of terrorism, hackers, cyberattacks of any kind, acts of civil or military authority including government priorities, new legislation or regulatory requirements, strikes or other labor disturbances, fires, floods, epidemics, pandemics, wars or riots).
(g) Modifications; Waiver. No modification, amendment, supplement to or waiver of this Agreement or any of its provisions shall be binding upon the Parties unless made in writing and duly signed by both Parties. A failure or delay of either Party to: (i) insist upon the performance of any terms or conditions of this Agreement, or (ii) exercise any rights or privileges conferred in this Agreement shall not be construed as waiving any such terms, conditions, rights or privileges and the same shall continue and remain in full force and effect.
(h) Severability. In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which, being valid, legal and enforceable, comes closest to the intention of the Parties underlying the invalid, illegal or unenforceable provision.
(i) Independent Contractors. Notwithstanding anything herein, the relationship of the Parties and their personnel shall be that of independent contractors.
(j) Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all previous or contemporaneous agreements, promises, representations, whether written or oral, between the Parties with respect to the subject matter hereof. Any terms or conditions, purchase orders forms, acknowledgment letters or similar document containing additional terms shall not be binding, and is expressly rejected.
Last updated: 06/17/2024
Spacely Media, Inc. ("Spacely", "we", "us", or "our") is committed to respecting your privacy. This Privacy Policy explains our practices regarding the collection, use, and disclosure of information that you ("you" or "user") may provide to us through your use of our website located at https://www.spacely.media, our social media pages, and any other products or services that link to this Privacy Policy (collectively, our "Services").
This Privacy Policy is incorporated into, and is part of, our Terms of Use available at http://spacely.media, which governs your access to and your use of the Services. This Privacy Policy does not cover data or information we receive from third parties, and it does not cover third party products and services. If you have any questions regarding this Privacy Policy, please contact us at support@spacely.media.
Please note, if you are using the Spacely marketplace on behalf of a Spacely customer, our use of your information is governed by our agreement with the applicable Spacely customer, not by this Privacy Policy. For more information, see the "Spacely Marketplace" subsection below.
By accessing the Services, you agree to be bound by this Privacy Policy. If you do not agree to the terms of this Privacy Policy, please do not use the Services. Each time you use the Services, the current version of this Privacy Policy will apply. Accordingly, when you use the Services, you should check the date of this Privacy Policy (which appears at the top) and review any changes since you last reviewed the Privacy Policy.
Information We Collect and How We Use it
We collect two types of information from users of our Services: "Personal Information," which is information that you provide that can be used to identify you (such as your name or your email address), and "Aggregate Information," which is information that cannot be used to identify you (such as frequency of visits to the Services and your browser type).
INFORMATION YOU PROVIDE TO US
We collect Personal Information that you voluntarily provide to us when you use our Services. For example, you may provide us with your contact information such as your email address, first and last name, the content of your communication, or other Personal Information when you choose to submit such information to us through email, an online form, or other method (such as contacting us through the chat feature on our Services). If you interact with us on social media, we may collect your social media profile information, your communications with us, and your communications and posts on our social media pages.If you sign up for our newsletter or mailing list, we collect the information you submit and you are signing up to receive marketing and other communications from us.
YOUR COMMUNICATION WITH US
We collect information when you communicate with us. The specific types of information we collect will depend on the forum in which you communicate with us. For example, if you send us an email, we will collect your email address and the content of your email.
SPACELY MARKETPLACE
We collect Personal Information of users of the Spacely Marketplace to create an account. We also collect any information that users submit, or cause to be submitted to the Spacely Marketplace, which may include Personal Information.
All information and data, which may include Personal Information, submitted by or on behalf of a user to the Spacely Marketplace, is considered by Spacely to be "Customer Data." As between the applicable customer and Spacely, each customer is the "owner" and controller of its Customer Data. Accordingly, Spacely only processes such data in accordance with the agreement in place with the applicable customer, including the Spacely Media Terms and Condition. This Privacy Policy does not apply to Customer Data and does not describe the applicable customer's privacy practices. Spacely is not responsible in any way for the privacy or security practices of our customers, which may differ from those set forth in this Privacy Policy. Please see the privacy policy and privacy notices of the applicable customer to learn more about how the customer treats such Customer Data.
If you have any questions or would like to exercise your legal rights regarding any Customer Data, please contact the applicable customer to which that Customer Data relates.
INFORMATION WE AUTOMATICALLY COLLECT
When you use our Services, we automatically receive and collect information from your device. This information includes the following:
Information about your device, such as the operating system, hardware, system version, Internet Protocol (IP) address, device ID, and device language.
Your country and general location, time zone, and language used.
The specific actions that you take when you use our Services, including but not limited to the pages and screens that you view or visit, search terms that you enter, and how you interact with our Services.
The time, frequency, connection type, and duration of your use of our Services.
Information regarding your interaction with email messages, for example, whether you opened, clicked on, or forwarded the email message.
Identifiers associated with cookies or other technologies that may uniquely identify your device or browser (as further described below).
Pages you visited before or after navigating to our Services.
EMPLOYMENT
If we have collected your Personal Information through our "Careers" page in response to a job opening, you are giving us permission to use and retain your Personal Information for the purpose of evaluating your application for employment consideration for the specific position that you applied to, as well as other roles at Spacely. This Personal Information may be processed and stored by a third party talent tracking solution provider as well as with vendors, consultants, and other service providers who need access to such information to carry out work relating to the recruitment process on our behalf.
AGGREGATE INFORMATION COLLECTED
Aggregate Information is information that does not identify you. Aggregate Information may be collected when you use our Services, independent of any information you voluntarily enter. Additionally, we may use one or more processes to de-identify information that contains Personal Information such that only Aggregate Information remains. We may collect, use, store, and transfer Aggregate Information without restriction.
COOKIES AND ANALYTICS
Like most websites, our Services may use "cookies." Cookies are alphanumeric identifiers that we transfer to your computer's hard drive through your web browser to help us identify you when you come to our Services.
Our Services collects cookies and may use cookies for reasons including, but not limited to:
Analyze our web traffic using an analytics package.
Identify if you are signed in to the Services.
Test content on the Services.Store information about your preferences.
Recognize when you return to the Services.
Overall, cookies help us provide you with better Services by enabling us to monitor which pages you find useful and which you do not. A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us.
You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. This setting may prevent you from taking full advantage of the Services.
Although we do our best to honor the privacy preferences of our visitors, we are not able to respond to Do Not Track signals from your browser.
HOW WE USE YOUR INFORMATION
In general, we collect information and Personal Information from you so that we can provide our Services, operate our business, and provide information that you request from us. This includes but is not limited to the following:
Provide, operate, improve, maintain, and protect our Services.
Process purchases and payments.
Provide you with technical and other support.
Send you updates, marketing communications, and other information about Spacely and our Services.
Send you notices and alerts.Conduct research, analytics, and monitor and analyze trends and usage.
Contact you and respond to your inquiries.
Enhance or improve user experience, our business, and our Services, including the safety and security thereof.
Personalize our Services to you.
As necessary to comply with any applicable law, regulation, subpoena, legal process, or governmental request.
Enforce contracts, including investigation of potential violations thereof.
Detect, prevent, or otherwise address fraud, security or technical issues.
Protect against harm to the rights, property or safety of Spacely, our users, or the public as required or permitted by law.
How we share your information
We do not rent or sell your Personal Information.Like most companies, we share information, including Personal Information, in certain circumstances with third parties through operation of our Services and our business. Below we explain when that happens.
SERVICE PROVIDERS
We may transfer Personal Information to third parties for the purpose of providing the Services or operating our business. For example, we may transfer your Personal Information to third-party service providers to assist with providing the Services, and to communicate with you about current or future offerings.We also use third party payment processors to process your payments made by credit or debit card.
REQUIRED TRANSFERS
We may also transfer your Personal Information to third parties under the following circumstances: (i) to comply with a legal requirement, law, subpoena, judicial proceeding, court order, governmental request, or legal process; (ii) to investigate a possible crime, such as fraud or identity theft; (iii) in connection with the sale, purchase, merger, asset sale, financing, reorganization, liquidation or dissolution of Spacely, including the evaluation thereof; (iv) when we believe it is necessary to protect the rights, property, or safety of Spacely or other persons, or (v) as otherwise required or permitted by law, including any contractual obligations of Spacely.
AS DIRECTED BY YOU AND WITH YOUR CONSENT
Except as otherwise provided in this Privacy Policy, we share Personal Information with companies, organizations or individuals outside of Spacely only at your direction or when we have your consent to do so.
International Transfer
We are based in the United States, and our Services are hosted there. If you are using our Services from another country, the laws governing our collection and use of information may be different from the laws of your country. If you decide to use our Services, or share your information with us, you agree to the transfer of your information to the United States.
Residents of the European Economic Area, Switzerland or the United Kingdom
Children's privacy
Our Services are not intended for use by children under the age of 13 in the US (or the relevant age threshold in other jurisdictions) and we do not knowingly collect Personal Information from children under the age of 13 in the US (or the relevant age threshold in other jurisdictions) in connection with the Services.
Opting out
If you no longer wish to receive our marketing and promotional communications, you may opt-out by following the instructions included in each communication.
How Do We Protect Your Information
We take the security of your Personal Information very seriously. We use reasonable administrative, physical, and technical safeguards to secure the Personal Information you share with us. Despite these safeguards and our additional efforts to secure your information, we cannot promise or guarantee that hackers, cybercriminals, or other unauthorized third parties will not be able to defeat our security and improperly collect, access, steal, or modify your Personal Information.
Third-party websites
The Services may contain hyperlinks to websites operated by third parties, which may include social media features, such as social media buttons or links. We provide such hyperlinks for your reference and convenience only. We do not control such websites and are not responsible for their content, or the privacy, or other practices of such websites. It is up to you to read and fully understand their privacy policies. Our inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators. If you are submitting information to any such third-party through our Services, you should review and understand that party's applicable policies, including their privacy policies, before providing your information to the third-party.
Changes to our Privacy Policy
We reserve the right to amend this policy at any time without any prior notice to you. Each time you use our Services the current version of this Privacy Policy will apply. When you use our Services, you should check the date of this Privacy Policy (which appears at the top of the Privacy Policy) and review any changes since the last version.
Questions
If you have any questions about this Privacy Policy or our privacy practices, please contact us at: support@spacely.media
