1. Scope

Stratum1 GmbH, Schubertstraße 6a, 8010 Graz, Austria (“Stratum1“ or “We“) offers access and use of Arrival.Space platform (“Platform”), including but not limited to various features, functionalities, tools, applications or other interactive areas and services, as well as any software and applications standalone or as part of these services (collectively “Services”.) for non-commercial and commercial purposes for its registered clients (e.g. creators and enterprises; “Client” or “You”).

Enterprise Clients may obtain additional features, service-level agreements, and/or security levels under a separate license. They may also request a Non-Disclosure Agreement or Confidentiality Addendum. The exact scope of service depends on the specific types of use ordered by the Client.

These General Terms and Conditions (“Terms”), along with any additional terms and agreements (collectively “Agreement”) with You govern the legal relationship between Startum1 and You regarding the provision of the Services.

This Agreement is effective on the date You click to accept and/or sign the Agreement. You represent that You are lawfully able and have full legal authority to enter into this Agreement.

By using our Platform, You agree to be bound by these Terms. If You do not agree to these Terms, You should and cannot not use our Platform.

2. Account Registration and Eligibility

If You want to use the Platform without registration, just enter a name (username or nickname). You then have the ability to speak, listen to others, set up a guest avatar and explore publicly available spaces (Guest Mode).

To access and fully use the Services governed by the Agreement You are required to create an account (“Account”).

Accounts may be created by individuals or legal entities. If You choose to register for the Services, You agree to provide and maintain true, accurate, current, and complete information about Yourself/the legal entity. You agree to keep Your password confidential and will be responsible for all use of Your Account and password.

In case of any breach of security, loss, theft or unauthorized use of Your username, password or security information, You may contact Stratum1 for support.

If You are under the legal age of being a majority, You may only enter into an Agreement through a parent or guardian’s account and with their approval and oversight. That registered Account holder is responsible for Your actions. It is prohibited to use the Services if You are under 14 years old. Certain Services may only be used by persons aged 18 or over. In this case, younger users must obtain the consent of their legal guardians.

Certain features of the Services may be limited to Clients registered for commercial use. If you want to use these features, You have to register or upgrade Your Account for commercial use.

3. Prohibited Activities

You may not access and use the Services for any other purpose other than that for which the Services are provided to You. In particular, but not limited to, You may not take any action that

• is illegal or otherwise violates applicable law
• causes disadvantage, inconvenience, discomfort, or damage to Stratum1 or a third party
• slanders or defames Stratum1 or a third party or that damages the honor, trust, privacy, and other moral interests of Stratum1 and/or violates any person’s rights of privacy
• infringes any intellectual property rights, of Stratum1or a third party
• deceives, misleads, defrauds, phishes, or commits or attempts to commit identity theft
• harms Stratum1 or a third party such as by using viruses, spyware or malware, worms, trojan horses, time bombs or any other such malicious codes or instructions
• imposes a threat or an excessive burden on or interferes with the Services’ operation or security

Stratum1 reserves the right, at its sole discretion, to suspend access to, remove, disable, or take down any User Content (see below), in whole or in part, if Stratum1 has a reasonable belief that such User Content constitutes a prohibited activity. Stratum1 may take such action without prior notice to You, although it will make reasonable efforts to notify You when appropriate.

Stratum1 also reserves the right to suspend or terminate Your access to the Services for any violation, repeated or material violations, of this provision. You acknowledge and agree that Stratum1 shall not be liable to You or any third party for any such suspension, removal, or disabling of User Content.

4. Ownership & Intellectual Property Rights

Stratum1 retains all right, title and interest to the Services, including, but not limited to, all of copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, 3D assets, logos, graphics, images, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sound effects, musical works, moral rights and all other intellectual property rights.

The Services may not be copied, reproduced or distributed in any manner or medium, in whole or in part, unless permitted by Agreement. Any persons copying, reproducing or distributing all or any portion of the Services in any manner or medium will be willfully violating the applicable laws and the terms of the Agreement and may be subject to civil and criminal proceedings. The Services contain certain licensed materials and Stratum’s licensors may also protect their rights in the event of any violation of this Agreement.

Except as expressly set forth herein, Your access to or use of the Services does not grant You ownership of or any other rights with respect to any contents, codes, data, or other materials. All rights not expressly granted to You herein are reserved by Stratum1.

Client retains all right, title and interest to any text, information, or material, such as audio files, video files, electronic documents, text, images, 3D assets, or 3D models and scenes, that Client uploads and imports into the Platform, or creates with the Services in connection with or through the use of the Services (“User Content”), including, but not limited to, all of copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sound effects, musical works, moral rights and all other intellectual property rights.

Client is responsible to protect its User Content from and against illegal or unauthorized reproduction or copying by third persons. When providing User Content, Client must obtain all necessary consents, licences and approvals in relation to its display on the Platform, and will indemnify Stratum1 for any liability incurred by Stratum1 as a result of their failure to obtain such consents, licences and approvals.

Client is solely responsible for any User Content Client distributes through the Platform and for any loss or damages that arise based on the use of such User Content. Client is solely responsible for and must provide an appropriate and conspicuous warning to users if there are any health and/or safety concerns specific to the User Content.

5. License Grant by Stratum1

Stratum1 especially provides virtual 3D spaces, hosting, content sharing, collaboration, content monetization options and metaverse-based experiences.

Subject to the Agreement Stratum1 grants to Client a non-exclusive, non-transferable, non-sub-licensable, limited right and license to access and use the Services either for non-commercial or commercial use (depending on Your Agreement with Stratum1). Your acquired rights are subject to Your compliance with the Agreement.

The term of Your license under the Agreement shall commence on the date that You use the Services and ends on the earlier date of either your disposal of the Services or Stratum1’s termination of the Agreement. Your license terminates immediately if You attempt to circumvent any technical protection measures used in connection with the Services. The Services are being licensed to You and You hereby acknowledge that no title or ownership in the Services is being transferred or assigned and the Agreement should not be construed as a sale of any rights in the Services. All rights not specifically granted under the Agreement are reserved by Startum1 and, as applicable, its licensors.

6. License Grant by Client & Privacy Options

For Non-Commercial, Commercial & Enterprise Use – Public Spaces

In case of non-commercial, commercial and enterprise use You hereby grant Stratum1 an non-exclusive, perpetual, irrevocable, fully transferable, royalty-free and sub-licensable worldwide right and license to use Your User Content, which is publicly accessible on the Platform or it is made publicly accessible by Yourself (e.g. when a link-only space is embedded within a public space, or publicly shared otherwise), in any way and for any purpose in connection with the Platform and any related goods and services, including the rights to reproduce, copy, adapt, modify, perform, display, publish, broadcast, transmit, or otherwise communicate to the public by any means whether now known or unknown and distribute Your User Content without any further notice or compensation to you of any kind for the whole duration of protection granted to intellectual property rights by applicable laws and international conventions. As far as possible to applicable laws You hereby waive any moral rights with respect to Your User Content.

Generally, all spaces (including link-only and password-protected spaces) are private (draft mode) by default. When a Client publishes a space and sets it to public, they grant Stratum1 all rights mentioned above to that User Content. These rights cannot be revoked by changing the privacy setting afterward.

Paid subscriptions (both non-commercial and commercial) include link-only spaces, which are not publicly listed, searchable, or distributed by Stratum1. Access to these spaces is limited to individuals who have the link.

Paid commercial subscriptions include password-protected spaces. Password protected-spaces are not promoted, publicly listed, searchable, accessed or maintained by Stratum1 and they are not end-to-end encrypted by default. If Client requests support or maintenance, Stratum1 can ask the Client for the password and therefore gains the right to inspect the space for performance optimization, maintenance, support and similar. No further rights are granted with respect to the User Content.

Public spaces appear in the search section, notifications section for users who follow the Client and can be used for public and internal demonstrations, marketing activities and else.

Public spaces set from public to link-only spaces no longer appear in the search section and notification section, but may still be featured visually in certain marketing materials and community engagement activities (e.g. videos).

This also applies to all public spaces, regardless of the paid tier and commerciality.

Stratum1 is not liable and shall be held harmless against any loss, damage, liability, claim, or demand made by the Client or third parties if a Public Space is shared, distributed, or marketed in any way by anyone other than the Client.

The Client is solely responsible for maintaining the privacy levels of their spaces.

7. Beta Versions

Certain features on the Platform may be offered while still in “beta” form (“Beta Versions”). By accepting the Agreement, You understand and acknowledge that the Beta Versions are being provided as a “Beta” version and made available on an “As Is” or “As Available” basis. The Beta Versions, such as monetization may contain bugs, errors, and other problems. You assume all risks and all costs associated with Your use of the Beta Versions. In addition, Stratum1 is not obligated to provide any maintenance, technical, or other support for the Beta Versions.

8. Limitation of Liability

Stratum1 shall only be liable in cases of gross negligence and willful misconduct. Client’s claims for damages shall expire six months after becoming aware of the damage; in any case, however, after three years from the date of Stratum1’s infringing act. Claims for damages shall be limited to the annual amount paid by Client to Stratum1 for the provision of Services.

The Services may be suspended temporarily and without notice in the case of system failure, maintenance, or repair or for reasons that are beyond the reasonable control of Stratum1. Except as set out elsewhere in the Agreement, Stratum1 will not be liable to You or to any other person in the event that all or part of the Services is unavailable, discontinued, modified, or changed in any way.

Stratum1 shall not be liable, in particular, but not limited to, for

• any interruption of the Services or termination of an Account due to the Client’s fault
• any action of a telecommunications provider to cease or fail to provide the telecommunication services
• any problems caused by the Client’s device or problems related to the network environment
• the information, data, facts, reliability, accuracy, etc., transmitted by the Client or a third party on the Platform
• Client’s interactions with other users and/or third parties when using the Services (at Stratum’s sole discretion, We may attempt to mediate disputes between users, but We are not obliged to become involved or responsible in any way for such disputes)
• circumstances in which Stratum1 limits the use of Services in accordance with the relevant laws and/or government policies

The Services provide, or third parties may provide, links to other World Wide Web sites or accessible sites, applications or resources. As Stratum1 has no control over such sites, applications and resources, Client acknowledges and agrees that Stratum1 will not be responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible for any content, advertising, products or other materials on or available from such sites or resources. Client further acknowledges and agrees that Stratum will not be liable for any damage or loss caused or alleged by or in connection with Client’s use or reliance on such content, goods or services available on or through such site or resource.

9. Fair Use – publicly accessible spaces

In connection with publicly accessible spaces on the Platform Client must make fair and reasonable use of the Services. In general, legitimate use of the Services for its intended purpose will not cause You to be in breach of the Agreement.

However, Stratum1 retains the right to determine the activities of Clients that may be deemed unreasonable use of the Services. Unreasonable use of the Services includes, without limitation, any use which

• interferes with others‘ use, access or enjoyment of the Services
• which causes significant congestion or reduces the ability to fairly and equitably provide the Services to other users
• attempts to bypass or manipulate limitations or usage restrictions on the Services
• is not genuinely needed by the Client for their legitimate business needs
• constitutes abnormal or excessive use of the Services compared to the average use by other users
• results in restricted or disallowed content being disseminated through the Services, including, without limitation, spam.

Stratum1 reserves the right from time to time take steps to detect and prevent unreasonable use of the Services. By way of an example, Stratum1 may apply usage control limits to certain features of the Services to prevent unusual or excessive use of the Services. We will notify You if You are in breach of the fair use.

If We, in our sole discretion, deem Your usage to be only a minor breach of this fair use, We may first request that You modify Your use of the Services in a manner that brings it in compliance with this fair use, before We take any other action.

If We deem Your usage to be a material breach of this fair use, to have serious consequences to others, or to remain uncorrected within a reasonable period after We have notified You of the breach, we may immediately (with or without notice to You), without any liability, either suspend or limit all or any part of the Services or terminate the Agreement.

10. Indemnification

Client agrees to defend, indemnify, and hold Stratum1 harmless against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by third party due to or arising out of (i) use of the Services, (ii) breach of the Agreement, (iii) violation of the rights of a third party, including but not limited to intellectual property rights or (iv) cyber-attacks. Notwithstanding the foregoing, Stratum1 reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Stratum1, and You also agree to cooperate, at Your expense, with Stratum1’s defense of such claims. Stratum1 will use reasonable efforts to notify You of any such claim, action or proceeding which is subject to this indemnification upon becoming aware of it.

11. Data Protection

If the User Content contains personal data (as defined under the General Data Protection Regulation – “GDPR”), the Client is the data controller and is solely responsible for ensuring lawful processing of such data. In this case Stratum1 acts as the data processor only for personal data processed on the Client’s behalf in connection with operating and maintaining the Platform. Stratum1 will process such data solely in accordance with the Client’s documented instructions and implement appropriate technical and organizational safeguards as set out in the Data Processing Agreement (Attachment 1), which forms an integral part of the Agreement.
However, as the operator of the Platform, Stratum1 acts as data controller. Stratum1 Privacy Policy applies.

12. Subscription, Fees, Payment and Termination

You agree to pay a fee for services that require payment. Stratum1 accepts payments via Stripe and other online payment services (“Payment Methods“). Payments are made monthly or yearly and are due at the beginning of each billing period – either at the start of the month or, for yearly subscriptions, on the anniversary of when the subscription began.

There are different types of subscription to choose from:

1. Temporary Subscriptions: monthly and yearly subscriptions.
2. On-demand Add-ons: additional storage, seats, API calls, traffic extensions
3. Custom and Enterprise: annual licensing for corporate customers (based on a custom quote)

Your subscription to the paid Services will automatically renew at the beginning of every month (monthly subscription) and at the beginning of the following year (yearly subscription) unless You choose to cancel Your subscription. The renewal fee will be charged to the payment method You chose at the time of Your subscription unless You update Your payment method.

To cancel the auto-renewal of Your subscription, You must do so by the 15th of the previous month directly via the Service. Thereafter, Aall non-public spaces will be set to private after the end of the billing period, so that . Oonly the Client has access to them.

Certain commercial tiers require manual setup for specific features, such as implementing the Client’s logo on the login screen or configuring a custom subdomain. After purchasing a subscription, Stratum1 will promptly contact You via email to request the information and data needed to complete the setup. Stratum1 will perform the manual setup once the Client delivers the required files. This is typically completed within two business days. If the setup is delayed due to the Client’s non-responsiveness or failure to provide appropriate data or information, Stratum1 will complete the setup as soon as possible after the data/information is made available, typically completed within two business days.

For Custom Commercial and Enterprise Clients with annual billing: Each party may terminate the Agreement for convenience and without cause by providing written notice to the other party at least 30 days in advance of the intended termination date. Either party may terminate the Agreement immediately upon any material breach of the Agreement. After termination, Stratum1 will delete all Client data and Client’s Account. By terminating this Agreement, we must restrict access to the service, unless agreed on a cold-hosting service in writing.

Any Service benefits granted [PS2] remain active until the end of the current billing period.
You may cancel Your subscription by Email to office@stratum1.io.

Stratum1 may offer certain Services individually, such as space setup, advanced support, content optimization, and feature implementation. These Services are charged either on an hourly basis or as a flat fee, depending on what is agreed upon. They require a custom quote and are not included in auto-checkout subscriptions.

13. Miscellaneous

Exclusive jurisdiction for any dispute, controversy or claim arising out of or relating to the Agreement shall lie with the court competent for commercial matters in Graz. This Agreement shall be governed by Austrian law excluding its conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods.

With respect to the subject matter hereof, the Agreement contains the entire agreement of the parties and cancel and supersede all other prior written or oral agreements, representations and understandings between the parties. No term, condition, proposal or other document provided or generated by Client shall have any force and effect with respect to the subject matter hereof unless Stratum1 has expressly and specifically agreed to that term, condition, proposal or document in writing.

If any one or more provisions of the Agreement is held to be invalid, illegal or unenforceable, the provision shall be considered severed from the Agreement and shall not serve to invalidate any remaining provisions hereof. The parties shall make a good faith effort to replace any invalid, illegal or unenforceable provision with a valid, legal and enforceable provision such that the objectives contemplated by the parties when entering the Agreement may be realized.

14. Changes to Terms

Changes to the Agreement, any special conditions or the service description may be made by Stratum1 and shall also apply to existing contractual relationships. The current version is available on the the Platform under arrival.space.

If Client benefits from the changes, these changes may be applied by Stratum1 on the date of notification of the changes. If Client does not benefit from the changes, Stratum1 shall notify Client separately of the essential content of the changes in writing at least one month before they take effect. The changes shall take effect at the time specified in the notification.

The Client may terminate the respective contract free of charge until the changes take effect, in which case the respective Agreement concerned shall end when the changes take effect and the previous contractual provisions and fees shall apply until then. If Client does not terminate the agreement, the contractual changes shall take effect at the announced time. The Client shall be specifically informed of the significance of their actions and the consequences thereof in the notification sent to them.

Contact

Stratum1 GmbH
Schubertstraße 6a, 8010 Graz, Austria
Email: hello@arrival.space