Terms of service
Effective Date: January 9, 2023
This Website is operated by Spatial Group LLC (“Spatial Group,” “we,” “us,” or “our”). These Terms and Conditions of Sale and Use (“Terms”) govern use of SpatialCD.com (the “Website”) and the purchase, access, and use of the Spatial Audio Calibration Toolkit (“SACT”), physical media, downloadable digital versions, documentation, audio and video materials, test materials, and related content (collectively, “Products”).
“You” and “Customer” mean the purchaser or user, or the organization on whose behalf that person acts.
By placing an order or accessing or using a Product, you agree to these Terms. Website use is also subject to these Terms to the extent permitted by applicable law. If you do not agree, do not place an order or use the Products.
Our store is hosted on Shopify, which provides the e-commerce platform used to sell our Products.
Nothing in these Terms excludes, restricts, or modifies rights or remedies that cannot lawfully be excluded, restricted, or modified.
1 Online Store Terms
You must be legally capable of entering into a binding agreement to place an order. If you purchase on behalf of an organization, you represent that you have authority to act on its behalf.
You may not use the Website or Products for unlawful purposes or in violation of applicable laws or third-party rights. Website access and Product licenses may be restricted or terminated as described in these Terms.
2 General Conditions
We may restrict Website access or decline future transactions for legitimate business, security, or legal reasons, subject to applicable law. This does not eliminate obligations associated with accepted orders or mandatory Customer rights.
You may not reproduce, distribute, or exploit protected Website or Product content except as permitted by these Terms, separately authorized in writing, or allowed by applicable law. The License and Permitted Use section governs authorized professional and educational use.
Headings are for convenience and do not affect interpretation.
3 Accuracy Completeness And Timeliness Of Information
General informational and historical content on the Website is provided for reference and may not reflect current circumstances. We make reasonable efforts to maintain accurate information but do not guarantee that all general informational content is complete or current.
Product descriptions, compatibility representations, order commitments, and remedies are governed by the applicable provisions of these Terms. This section does not disclaim those commitments or mandatory Customer rights.
4 Website And Price Changes
We may change prices, discontinue Products for future sale, or modify Website features. These changes do not alter prices or contractual rights associated with an accepted order, excuse fulfillment obligations, or remove mandatory Customer remedies.
Website availability may be interrupted by maintenance or technical problems. Changes to these Terms are governed by the Changes to These Terms section.
5 Products And Product Information
Spatial Group develops and sells audio calibration, testing, demonstration, and educational products.
We make reasonable efforts to describe our Products accurately. Product pages identify the purchased format, included materials, and any stated technical requirements. Physical and digital versions may have different delivery methods, playback requirements, or included materials.
Unless expressly stated in the applicable product listing, purchasing a physical version does not include a digital version, and purchasing a digital version does not include physical media.
We may change product descriptions, specifications, pricing, and availability for future purchases. Such changes do not remove contractual rights associated with an accepted order.
Images and packaging illustrations are for reference. Minor packaging or appearance differences do not necessarily affect a Product’s function.
We may limit quantities or available destinations for legitimate business or legal reasons. Any cancellation of an order is subject to the Orders and Acceptance section. Offers are void where prohibited by law.
6 Compatibility And Technical Requirements
Before purchasing, review the Product description and any stated requirements for playback equipment, supported formats, software, storage space, internet access, or other technical capabilities.
You are responsible for obtaining and maintaining compatible equipment and software. Features may depend on the capabilities and settings of your playback device, processor, receiver, speakers, operating system, or other equipment.
Unless expressly stated, we do not guarantee compatibility with every device, software version, playback application, or system configuration.
This section does not limit remedies for Products that fail to meet an express compatibility representation made by Spatial Group or rights available under applicable law.
7 Orders And Acceptance
Orders are subject to acceptance and availability. An automated order acknowledgment confirms receipt of your order and does not, by itself, establish that the order has been accepted.
We may decline or cancel an order for a legitimate reason, including product unavailability, suspected fraud, payment failure, a material listing error, or legal restrictions.
If we cancel an order after collecting payment, we will refund the amount collected for the canceled portion, including associated charges where required by law.
If a material pricing or description error affects an order, we will notify you and seek your agreement to any proposed correction or cancel and refund the affected order. We will not charge an additional amount without your authorization.
Requests to change or cancel an order should be submitted promptly. Except where required by law, we cannot guarantee changes or cancellations after fulfillment begins or digital access is provided.
8 Pricing Payment Taxes And Promotions
Prices and the transaction currency are shown on the Website or in an approved written quotation.
Payment is due at purchase unless an authorized Spatial Group representative has agreed in writing to alternative arrangements.
You represent that you are authorized to use the payment method provided. Payments may be processed through third-party payment providers and are subject to their applicable terms.
Applicable sales taxes, shipping charges, and other charges we collect will be disclosed before you complete the purchase. Destination-country import charges may be collected separately as described below.
Discounts and promotional codes are subject to their stated conditions, eligibility requirements, and expiration dates. Unless expressly stated, promotions cannot be combined or applied retroactively.
Changes to pricing or promotions do not affect an already accepted order.
9 Accuracy Of Billing And Account Information
You agree to provide current, complete, and accurate purchase and account information and update it as reasonably needed to complete transactions and contact you.
If you create an account, keep your credentials confidential and notify us promptly of suspected unauthorized access. Do not submit payment-card details through ordinary email or other unsecured correspondence.
10 Shipping And Delivery
Physical Products will be shipped to the address provided at checkout or through an approved institutional purchasing arrangement.
You are responsible for providing accurate delivery information and notifying us promptly of an error. We will make reasonable efforts to accommodate corrections before shipment.
Shipping and delivery estimates are provided in good faith. Carrier transit times may be affected by customs processing, weather, service interruptions, and other circumstances outside our reasonable control.
If we cannot ship within the applicable promised shipment period, we will provide any legally required delay notice, request consent to a revised shipment date where required, and offer cancellation and a refund as required by law.
If a shipment appears lost, damaged, or incorrectly delivered, contact us so we can investigate and coordinate with the carrier. A carrier tracking status does not eliminate any rights you have under applicable law.
Where a shipment is returned because of an incorrect address, refusal, or failure to collect it, we may request payment of reasonable additional shipping charges before reshipping, to the extent permitted by law. Any required refund or other remedy remains available.
11 International Orders
International delivery is subject to the shipping destinations and options available at checkout or agreed in writing.
Unless expressly stated otherwise, international Customers are responsible for destination-country customs duties, import taxes, brokerage fees, and similar charges that are not collected at checkout.
Customs processing may delay delivery. You are responsible for providing information reasonably required for lawful importation and complying with applicable import requirements.
If mandatory consumer protections apply in your country, those protections remain available notwithstanding the final-sale policy, governing-law provision, or other limitations in these Terms.
12 Digital Delivery And Download Access
Digital Products are delivered electronically through the delivery method described at purchase, which may include a download link, email, or customer account.
Digital fulfillment may be subject to successful payment processing and reasonable fraud-prevention checks.
You are responsible for providing a valid email address, checking relevant email folders, and maintaining the internet connection and storage capacity needed to receive and download the Product.
Contact us if you do not receive the access information, receive an incorrect file, or encounter a corrupted file or delivery problem. We will investigate and provide an appropriate remedy consistent with our obligations.
Any download limits or access-expiration conditions must be disclosed before purchase. Unless expressly promised, a purchase does not include indefinite hosting, unlimited repeat downloads, future editions, upgrades, or ongoing technical support. This does not affect delivery obligations or legally required updates or remedies.
Download links and account credentials are for authorized access only and may not be shared with unauthorized users.
Where applicable law requires separate express consent to immediate digital delivery and acknowledgment of the resulting loss of a withdrawal right, we will obtain that consent and acknowledgment through the purchase process. Acceptance of these Terms alone does not replace any separately required consent.
13 Final Sale Returns And Remedies
Except where required by applicable law or expressly agreed in writing, physical and digital Product purchases are final and are not eligible for return, exchange, or refund for a change of mind.
If a physical Product arrives damaged, defective, or incorrect, contact us promptly after discovering the issue. Include your order information and a description of the problem. We may request photographs or other information reasonably necessary to investigate.
If a digital Product is not delivered, is corrupted, or materially differs from its description, contact us with your order information and details of the issue.
For a verified problem, we may provide a replacement, corrected download, repair, refund, or other appropriate remedy, consistent with applicable law. Where the law requires a particular remedy or gives you a choice of remedies, that requirement controls.
Contacting us promptly helps us investigate, but these Terms do not impose a shorter claim period than applicable law allows.
Where we require the return of a verified damaged, defective, or incorrectly supplied physical Product, we will provide return instructions and cover reasonable return-shipping costs where required by law.
This final-sale policy does not limit rights relating to non-delivery, defective Products, misdescription, mandatory warranties, statutory cancellation rights, or other rights that cannot legally be waived.
14 License And Permitted Use
Subject to these Terms and payment of applicable charges, purchase grants you a limited, non-exclusive, non-transferable license to use the copyrighted content included in the purchased Product for its intended purposes, except where applicable law provides otherwise.
Permitted purposes include:
- Audio-system setup, testing, verification, troubleshooting, and calibration;
- Personal or professional evaluation of audio reproduction systems;
- Demonstration and training; and
- Educational and instructional use.
Professional use includes using a lawfully purchased Product to evaluate or calibrate a client’s system. It does not authorize supplying copies of Product content to clients or other third parties.
You may download, store, and make technical copies reasonably necessary to use a digital Product as authorized by these Terms, including a reasonable backup copy for your own authorized use. You may not use those copies to distribute the Product or expand access beyond the purchased license.
Purchase does not transfer ownership of the intellectual property contained in a Product.
15 Educational And Institutional Use
A Product purchased by a school, university, instructor, laboratory, department, or other educational institution may be used in connection with the purchasing institution’s legitimate educational activities.
Permitted uses include classroom instruction, demonstrations, research-related evaluation, audio-system testing, calibration, and supervised student instruction.
Students, faculty, staff, and other participants may listen to or interact with the Product as part of those activities.
Institutional purchase does not authorize copying and distributing Product content to students, faculty, other departments, or third parties as substitutes for separately authorized copies.
Unless separately authorized in writing or permitted by applicable law, institutional Customers may not upload Product content to a learning-management system, shared download repository, or network deployment that enables unauthorized copying or access.
Contact Spatial Group regarding additional licenses, multiple-copy purchases, network access, or deployment requirements.
16 Intellectual Property And Restrictions
Intellectual property contained in or associated with our Products and Website—including audio recordings, test materials, graphics, documentation, videos, software, trademarks, product names, and original content—belongs to Spatial Group or its applicable licensors, to the extent protected by law.
Except as expressly permitted by these Terms, separately authorized in writing, or permitted by applicable law, you may not:
- Reproduce, publish, upload, redistribute, sell, sublicense, or share protected Product content;
- Make Product content available through file-sharing services, public repositories, or unauthorized shared accounts;
- Modify or create derivative works from protected Product content;
- Circumvent access controls or remove proprietary notices; or
- Reverse engineer protected software or use protected Product content in a competing product.
These restrictions concern protected Product content. They do not prohibit charging for authorized calibration, testing, demonstration, or instruction services.
Nothing in these Terms limits rights or exceptions that applicable law makes available and does not permit us to restrict by contract.
No ownership or license to use Spatial Group trademarks is granted except as expressly authorized.
17 Technical Use
SACT is intended to assist with audio-system evaluation, verification, troubleshooting, calibration, demonstration, and education.
Results depend on equipment, room conditions, installation, settings, measurement methods, and user experience. We do not guarantee a particular performance level, measurement result, or certification.
You remain responsible for the configuration and operation of your equipment. Follow Product instructions and equipment-manufacturer guidance.
Test signals may produce loud sounds or place significant demands on playback equipment. Begin at a low volume and increase cautiously. Stop playback if you encounter distortion, unexpected output, discomfort, or signs of equipment distress.
These responsibilities do not exclude liability or remedies that cannot lawfully be excluded.
18 Optional Tools
We may provide access to optional tools supplied by third parties. We do not control those tools, and their use may be subject to separate provider terms. Review the relevant terms and technical requirements before using them.
To the fullest extent permitted by applicable law, optional third-party tools are provided as available without warranties from Spatial Group beyond any express commitment we make. This section does not exclude liability or rights that cannot lawfully be excluded.
19 Third Party Links
Products may be used with third-party equipment, software, platforms, formats, or technologies. The Website may contain links to third-party websites or materials. References do not constitute an endorsement or guarantee unless expressly stated.
We do not control third-party websites, products, services, or future changes. Their use may be subject to separate terms and privacy policies. To the extent permitted by applicable law, we are not responsible for problems caused solely by third parties. This does not limit an express commitment made by Spatial Group or mandatory Customer rights.
20 User Comments Feedback And Other Submissions
You retain ownership of original reviews and other content you voluntarily submit for publication. You grant Spatial Group a non-exclusive, royalty-free license to reproduce, display, distribute, and reasonably format that content for publishing your submission and promoting the relevant Product.
You represent that you have the rights needed to submit the content and that it does not unlawfully infringe others’ rights, contain malware, misrepresent its origin, or disclose confidential or private information.
We may moderate submissions for legitimate reasons, including unlawful content, harassment, spam, private information, or content unrelated to our Products. We will not prohibit or penalize lawful honest reviews merely because they are negative.
Private support correspondence, emails, and proposals are not licensed for public publication or use as testimonials without your permission. We do not promise compensation for unsolicited suggestions or a response to every submission.
21 Privacy
Our collection, use, and handling of personal information are described in our Privacy Policy, available through the Website’s policy links.
Our store is hosted on Shopify, and payment, order processing, hosting, or digital delivery may involve Shopify and other service providers as described in the Privacy Policy.
These Terms do not constitute consent to marketing communications or other processing where separate consent is required.
22 Disclaimer Of Warranties
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE, PRODUCTS, AND RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” EXCEPT FOR EXPRESS WARRANTIES MADE BY SPATIAL GROUP AND WARRANTIES OR RIGHTS THAT CANNOT LAWFULLY BE EXCLUDED.
TO THAT SAME EXTENT, SPATIAL GROUP DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
We do not warrant that Website access will always be uninterrupted or error-free, or that a Product will achieve results beyond its express description.
Nothing in this section negates an express Product commitment, a separately provided written warranty, or mandatory consumer rights. Some jurisdictions do not permit certain exclusions, and those exclusions will not apply where prohibited.
23 Limitation Of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SPATIAL GROUP WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM THE WEBSITE OR THE PURCHASE OR USE OF PRODUCTS, INCLUDING LOSS OF DATA, REVENUE, BUSINESS, EQUIPMENT AVAILABILITY, OR ANTICIPATED BENEFITS.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SPATIAL GROUP’S AGGREGATE LIABILITY ARISING FROM A PARTICULAR PURCHASE WILL NOT EXCEED THE AMOUNT PAID TO SPATIAL GROUP FOR THE PRODUCT GIVING RISE TO THE CLAIM.
These exclusions and limits do not apply to fraud, willful misconduct, gross negligence, or any other liability to the extent applicable law prohibits its exclusion or limitation. They do not reduce mandatory refund, warranty, or consumer remedies.
24 Institutional Purchasing Requirements
Governmental agencies, public universities, and other organizations may be subject to laws, procurement rules, or contractual requirements that restrict acceptance of certain provisions.
We may agree to reasonable modifications or additional purchasing terms in writing through an authorized Spatial Group representative.
Submission of a purchase order or purchasing document does not, by itself, establish our agreement to additional or conflicting terms. Any modification must be expressly accepted in writing by an authorized representative, subject to applicable law.
25 Errors Inaccuracies And Omissions
We may correct typographical errors, inaccuracies, and omissions on the Website. Corrections affecting an order are subject to the Orders and Acceptance section, including its notification, authorization, and refund provisions.
Corrections do not retroactively remove express commitments associated with an accepted order or mandatory Customer rights.
26 Prohibited Uses
You may not use the Website or its content to commit fraud, impersonate another person, violate applicable law or third-party rights, harass or unlawfully discriminate against others, introduce malware, collect personal information without authorization, send spam or phishing messages, obtain unauthorized access, or interfere with security or operation.
Automated tools may not be used in a manner that compromises security, unlawfully accesses information, or materially disrupts the Website. These restrictions do not prohibit lawful honest reviews or other legally protected expression.
We may restrict access in accordance with the Termination section and applicable law.
27 Indemnification
To the extent permitted by applicable law, you agree to indemnify Spatial Group LLC against third-party claims, reasonable losses, and reasonable legal costs to the extent caused by your unlawful distribution of protected Product content, infringement of third-party rights through content you submit, or fraudulent or unlawful use of the Website or Products.
This provision does not apply to the extent a claim results from Spatial Group’s own negligence, misconduct, or breach, or to lawful honest reviews. It creates no obligation that an institutional Customer is legally prohibited from accepting.
We will provide reasonably prompt notice of a claim and reasonable cooperation. You will have a reasonable opportunity to participate in its defense. No settlement may impose an admission or nonmonetary obligation on you without your consent.
28 Severability
In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.
29 Termination
We may suspend unauthorized digital access or terminate a content license for a material breach of the license restrictions, subject to applicable law.
Where reasonably practicable, we will provide notice and an opportunity to correct a remediable breach. Immediate action may be taken where reasonably necessary to prevent unauthorized distribution, fraud, or security harm.
Upon lawful termination of a license, you must stop using the affected licensed content and delete unauthorized copies, subject to any rights or retention obligations under applicable law.
Termination does not eliminate accrued obligations, legally required remedies, or provisions intended to survive termination.
30 Events Outside Our Reasonable Control
We are not responsible for a failure or delay caused by events outside our reasonable control, to the extent permitted by law.
Such events may include natural disasters, severe weather, governmental restrictions, carrier interruptions, widespread telecommunications failures, or supply disruptions.
We will take reasonable steps to address the impact. This section does not excuse legally required shipment notices, cancellation rights, refunds, or other mandatory obligations.
31 Governing Law
These Terms will be governed by the laws of the State of California, without regard to conflict-of-law principles, except where applicable law requires otherwise.
For governmental entities, public educational institutions, or other organizations legally prohibited from agreeing to a particular governing-law provision, this section will apply only to the extent permitted by applicable law.
This choice of law does not deprive consumers of mandatory protections under applicable law or restrict access to courts where that access cannot lawfully be restricted.
32 Changes To These Terms
We may update these Terms and identify the revised effective date on this page.
The Terms applicable to a purchase are those in effect when the purchase is made, unless a later modification is required by law or separately agreed upon by the parties.
Changes governing future Website use apply prospectively, with notice and consent where required by law. Posting revised Terms does not retroactively reduce rights associated with an existing purchase.
33 Entire Agreement
These Terms, together with applicable Product descriptions, disclosed shipping and refund policies, accepted written quotations, and separately agreed written purchasing terms, form the agreement concerning the relevant purchase and use. The Privacy Policy separately describes our handling of personal information.
A separately executed written agreement signed by an authorized Spatial Group representative controls to the extent it conflicts with these Terms. Express Product commitments and transaction-specific terms agreed at purchase are not overridden by general disclaimers.
Failure to enforce a provision on one occasion does not waive the right to enforce it later. Nothing in this section excludes liability for fraud or removes rights arising from representations protected by applicable law.
34 Contact Information
Questions about these Terms, orders, digital delivery, institutional purchasing, or licensing may be directed to:
Spatial Group LLC
Email: spatialcdws@gmail.com
Website: SpatialCD.com