This Marketplace License Agreement (this “Marketplace Agreement”) is agreed to by and between Placer Labs, Inc., a Delaware corporation (“Placer”), and the customer (“Customer”) listed on the Marketplace Order. “Marketplace Order” means the document executed by Placer and Customer whereby Placer agrees to provide Customer with access to Marketplace Services, which document may be in the form of a new order form, an amendment to an existing order form, or another document format executed by the parties. Unless otherwise defined in this Marketplace Agreement, capitalized terms herein have the same meaning as in the Marketplace Order.
1.1 Subject to the terms of this Marketplace Agreement and the Marketplace Order (including, without limitation, the payment of fees by Customer), Placer hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable license, during the term of the Marketplace Order, to access and use the Marketplace Services and Marketplace Data solely for Permitted Uses (as defined below).
1.2 “Marketplace Data” means data in such form and substance as made available by Placer to Customer by way of Marketplace as overlayed on Placer’s platform, which data are created by Placer and/or Marketplace Vendors, using the applicable datasets from the applicable Marketplace Vendors as set forth in the Marketplace Order (such datasets, “Input Datasets”). Marketplace Data, including their form and substance, may be updated and modified by Placer and/or Marketplace Vendors from time to time. Placer will use commercially reasonable efforts to keep Marketplace Data as updated as possible, per its agreements with the applicable Marketplace Vendors, with the goal of having at least an annual update with respect to each dataset. Marketplace Data do not include, and Customer will not have access to, the Input Datasets sourced by Placer from Marketplace Vendors.
1.3 Customer may use Marketplace Data only for (i) On-Platform Uses and (ii) Off-Platform Limited Uses.
“On-Platform Uses” means using Marketplace Data as overlayed on Placer’s platform for such interactions as may be made available by Placer, which are subject to updates and modifications by Placer from time to time.
“Off-Platform Limited Uses” mean: (a) Customer may use Marketplace Data for Customer’s internal business purposes, including using Research Data (as defined below) to service its customers; and (b) Customer may incorporate Marketplace Data into Research Data, as described and subject to the restrictions herein.
“Research Data” means datasets and other materials created by Customer that result in any part from Customer’s use of Marketplace Data. Research Data must not include any Marketplace Data in raw form or any other form through which the raw form is readily identifiable by the recipient of Research Data (e.g., through common or basic methods of reverse-engineering, etc.). Customer may share Research Data with current and potential customers, and in marketing materials; provided that Customer shall cite Placer as a provider of such information.
On-Platform Uses and Off-Platform Limited Uses are referred to collectively as “Permitted Uses”. Under no circumstances may Customer provide any part of any Marketplace Data in raw form to any third party.
1.4 For clarity: (x) Marketplace Data is licensed to, not purchased by, Customer (y) Customer will not have access to any Input Datasets sourced by Placer from Marketplace Vendors; and (z) Customer must not use Marketplace Services or Marketplace Data in any way or for any purpose other than Permitted Uses.
- RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not, directly or indirectly, or allow any third party to (a) reverse engineer, decompile, disassemble, decode, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Marketplace Services or Marketplace Data or any software, documentation or data related to the Marketplace Services or Marketplace Data; (b) re-identify any anonymized or statistical Marketplace Data, (c) modify, translate, or create derivative works based on Marketplace Data (except to the extent expressly set forth as Permitted Use), (d) share Marketplace Data with, or disclose Marketplace Data to, or use Marketplace Data for the benefit of, a third party (except to the extent expressly set forth as Permitted Use), (e) or remove any proprietary notices or labels, (e) circumvent any security control or access mechanism for the Marketplace Services or Marketplace Data, (f) use the Marketplace Services or Marketplace Data in connection with any products, services, or activities that compete with Placer, (g) resell, lease, distribute, display, assign, transfer, or sublicense the Marketplace Services or any Marketplace Data or any portion thereof, or (h) attempt to reconstruct or collect the Input Datasets for Marketplace Data.
2.2 Customer represents, covenants, and warrants that Customer will use the Marketplace Services and Marketplace Data only in compliance with applicable laws and regulations. Although Placer has no obligation to monitor Customer’s access to and use of the Marketplace Services or Marketplace Data, Placer may do so and may prohibit any access or use it believes may be (or alleged to be) in violation of the foregoing.
2.3 Customer agrees that Customer Information (as defined below) may be revealed to the Marketplace Vendors, and Customer hereby explicitly permits Placer to share Customer Information with the Marketplace Vendors. “Customer Information” means Customer’s company name and the fees Customer paid to Placer for access to Placer’s platform and/or Marketplace.
- WARRANTY AND DISCLAIMER
3.1 Placer shall use reasonable efforts consistent with prevailing industry standards to provide access to the Marketplace Services and Marketplace Data. Access may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Placer or by third- party providers, or because of other causes beyond Placer’s reasonable control, but Placer shall use reasonable efforts to provide advance notice, by posting in the Marketplace Services, email, or otherwise, of any scheduled service disruption. PLACER DOES NOT WARRANT THAT ACCESS TO THE MARKETPLACE SERVICES OR MARKETPLACE DATA WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE MARKETPLACE SERVICES OR MARKETPLACE DATA.
3.2 THE MARKETPLACE SERVICES AND MARKETPLACE DATA ARE PROVIDED “AS IS” AND PLACER AND ITS MARKETPLACE VENDORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FURTHER, PLACER MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE MARKETPLACE SERVICES OR MARKETPLACE DATA. NEITHER PLACER NOR ITS DATA SUPPLIERS ARE RESPONSIBLE FOR ANY DECISIONS MADE BY CUSTOMER BASED ON MARKETPLACE DATA.
Customer shall defend, indemnify and hold Placer and its Marketplace Vendors harmless from liability to third parties, including any claims of Marketplace Vendors, government agencies or regulators, resulting from or arising out of the use by or on behalf of Customer of any Marketplace Data not in compliance with applicable laws or regulations.
- LIMITATION OF LIABILITY
IN NO EVENT WILL PLACER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THE MARKETPLACE ORDER, THIS MARKETPLACE AGREEMENT, THE MARKETPLACE SERVICES OR MARKETPLACE DATA, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PLACER’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE MARKETPLACE ORDER, THIS MARKETPLACE AGREEMENT, THE MARKETPLACE SERVICES OR MARKETPLACE DATA FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY WILL NOT EXCEED $100.
- GENERAL PROVISIONS
The following will survive any termination of this Marketplace Agreement and Marketplace Order: Sections 2.1, 2.2, and 3 through 6 of this Marketplace Agreement.
The provisions under the headings “Proprietary Rights” and “Miscellaneous” in the License Agreement located at https://old-site.placer.ai/placer-license-agreement/ (the “License Agreement”) are incorporated herein and shall apply to Marketplace Services with the necessary changes (e.g., references to “Services” and “Placer Data” in the License Agreement shall be substituted herein by references to “Marketplace Services” and “Marketplace Data”).