TRIAL EVALUATION - TERMS OF USE

Placer Labs Inc. (“Placer”) has compiled anonymized and/or aggregated visitation information to points of interest, retail chains or geographies and wishes to make such data available to prospective customers to evaluate pursuant to this Trial Evaluation Terms of Use (these “Terms”).

These Terms cover your use of the above data and any other data, information or materials that Placer provides to you for evaluation purposes (together, the “Evaluation Data”). If you are using the Evaluation Data on behalf of an organization such as your employer or other entity, you are agreeing to these Terms on behalf of that organization and representing to Placer that you have the authority to bind that organization to these Terms (in which event, “you” and “your” will refer to that organization).
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BY CLICKING “AGREE” WHERE THAT OPTION IS PRESENTED, AND/OR BY USING, ACCESSING OR DOWNLOADING THE EVALUATION DATA WHERE THESE TERMS ARE INCORPORATED BY REFERENCE, YOU ARE AGREEING (I) THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND (II) TO BE BOUND BY THESE TERMS.
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1. Limited License.  Subject to these Terms and during the Trial Period (defined below) only, Placer grants you a temporary, limited, royalty free, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Evaluation Data internally in a test environment for the purpose of evaluating whether to enter into a commercial license with Placer. You may not use the Evaluation Data or Test Analytics (defined below) for any commercial, resale, distribution, or other purpose. Other than as expressly authorized herein, you may not: (i) sell, rent, lease, sublicense, distribute, transfer or otherwise provide the Evaluation Data or Test Analytics or any portions or copies thereof to any third party or enable any third party to do any of those acts; or (ii) copy, adapt, translate, reverse engineer, or create derivative works therefrom.
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2. Further Obligations.  If you create any written reports or generate performance analytics with respect to the Evaluation Data (“Test Analytics”) they are restricted under these Terms and shall be kept confidential pursuant to Section 4 below. You agree you are responsible for any acts or omissions of your agents or permitted subcontractors that access or use Evaluation Data or Test Analytics and you will ensure that such agents and permitted subcontractors comply with these Terms.

3. Ownership.  Placer owns and retains all right, title and interest in and to the Evaluation Data together with all intellectual property rights therein. 

4. Confidentiality.  Evaluation Data shall constitute Placer’s confidential information. You may disclose Evaluation Data to your employees, consultants or other agents who have a bona fide need to know them for evaluation under the limited license rights herein, provided that each such individual or organization is bound by confidentiality obligations at least as protective as those set forth herein. You shall protect the confidentiality of the Evaluation Data in the same manner that you protect the confidentiality of your own confidential information (but in no event using less than with reasonable care). You shall promptly notify Placer if you become aware of any actual or suspected breach of confidentiality of the Evaluation Data. If you are compelled by law or legal process to disclose any Evaluation Data, you shall provide Placer with prompt prior notice of such compelled disclosure (to the extent legally permitted) and provide reasonable assistance, at Placer’s expense, if Placer wishes to contest the proposed disclosure. You acknowledge and agree that any disclosure or use of the Evaluation Data in violation of these Terms would result in irreparable injury to Placer for which money damages would be inadequate and in such event Placer shall have the right to seek immediate injunctive relief. Upon any termination of these Terms, if any Evaluation Data or Test Analytics are retained you shall continue to maintain their confidentiality.

5. Trial Period and Termination.  The Effective Date of these Terms is the date you accept these Terms by clicking Agree where presented or begin using, accessing or downloading the Evaluation Data where these Terms are incorporated by reference. The license rights in Section 1 are limited in duration to a time period starting from the Effective Date and continuing for fourteen (14) calendar days (the “Trial Period”), unless terminated herein or specifically stated otherwise by Placer in writing (electronic mail shall be sufficient for any such modifications or extensions) at its sole discretion. Either Placer or you may also terminate these Terms at any time by notifying the other. Upon expiration or termination of these Terms, the license rights stated in Section 1 shall terminate and you shall immediately discontinue all use of the Evaluation Data and take steps to promptly remove or destroy all copies of the Evaluation Data from your (including employees’) hardware; provided however, that you may retain copies of the Evaluation Data in accordance with the confidentiality obligations specified in these Terms to the extent (a) automatically created and archived by your information security systems or (b) required by applicable law or regulatory authority or your internal compliance requirements; provided, further, that such data shall be subsequently deleted in accordance with your data retention policy. You shall not otherwise disclose or use the Evaluation Data after the expiration or termination of these Terms.

6. DISCLAIMERS. EVALUATION DATA IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PLACER DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THESE TERMS. EXCEPT WITH RESPECT TO LIABILITIES ARISING OUT OF YOUR VIOLATION OF THE LICENSES DESCRIBED HEREIN (A) NEITHER YOU NOR PLACER WILL BE LIABLE TO THE OTHER FOR PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST BUSINESS, REVENUE OR ANTICIPATED PROFITS, REGARDLESS OF THE CAUSE OF ACTION AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, AND (B) IN NO EVENT WILL A PARTY’S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS EXCEED $100.00. THESE LIMITATIONS OF LIABILITY APPLY EVEN IF ANY REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 

7. General. These Terms shall be governed by the laws of California, except for its conflicts of laws principles.  For all disputes arising under or relating to these Terms, each of you and Placer hereby consents to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California and agree to bring any actions arising out of these Terms in such courts. You may not assign these Terms to any third party without the prior written consent of Placer. Nothing in these Terms is intended to confer any rights or remedies on any person or entity that is not a party to these Terms. Placer’s failure to enforce any provision of these Terms shall not be constituted to be a present or future waiver of such provision, nor in any way affect Placer’s ability to enforce each and every such provision thereafter.  If any provision of these Terms is held invalid or unenforceable at law, such provision will be deemed stricken from these Terms and the remainder of these Terms will continue in effect and be valid and enforceable to the fullest extent permitted by law. Along with any nondisclosure agreement or TOS entered into between you and Placer, these Terms are the entire agreement between you and Placer relating to the subject matter hereof. The terms of any purchase order or other document of yours that conflicts with, or in any way purports to amend, these Terms are hereby specifically objected to and will be of no force or effect. Placer reserves the right, at its discretion, to change, modify, add or remove portions of these Terms at any time by posting the amended terms on the Site (the “Amendment Process”).  Except as otherwise expressly stated, all amended terms shall automatically be effective immediately when posted, and you will be deemed to have accepted such changes by continuing to use the Evaluation Data.  If at any point you do not agree to any portion of the then-current version of the Terms, or any other policy or rules relating to your use of the Evaluation Data, you must immediately stop using the Evaluation Data, and your license to use the Evaluation Data shall immediately terminate.  Besides the Amendment Process, the only other process by which these Terms may be modified would be by way of an order form or other agreement signed by both you and Placer.