PLACEIQ DATA EVALUATION AGREEMENT
Version Dated October 15, 2024
Do not use our products until you have read this Agreement.
This Agreement (“Agreement”) is made by and between PlaceIQ, Inc. (“PlaceIQ”) and you (“Company”) regarding the internal testing and evaluation of certain data sets of PlaceIQ relating to visitation metrics (“PlaceIQ Data”). PlaceIQ and Company may be referred to herein collectively as the “Parties” or individually as a “Party.” Company would like to evaluate the PlaceIQ Data that will be provided by PlaceIQ, according to the terms of this Agreement.
1. LICENSE. Subject to the terms and conditions of this Agreement, PlaceIQ grants to Company a non-exclusive, non-transferable license during the Evaluation Period of this Agreement in the United States for the purposes of internal testing and evaluation of the PlaceIQ Data in connection with Company’s products and services but not for any commercial use. Any commercial use of PlaceIQ Data would require a separate agreement (with terms mutually determined by the Parties).
2. DELIVERY. The Parties will mutually determine the data schema and scope of the PlaceIQ Data. PlaceIQ will provide the PlaceIQ Data by electronic transfer but not by tangible media.
3. USE RESTRICTIONS AND COMPANY REPRESENTATIONS. Except as necessary to test and evaluate the PlaceIQ Data during the Evaluation Period, Company may not otherwise copy, modify, or combine (with other data) the PlaceIQ Data. Unless authorized by PlaceIQ, Company may not create any derivative works of the PlaceIQ Data, in whole or in part, or remove or alter any confidential or proprietary notices in the PlaceIQ Data. Company may not sublicense, distribute, sell, disclose, release, or deliver the PlaceIQ Data, or any portion thereof, to any other person or third party without PlaceIQ’s prior written consent. Any purpose or use of the PlaceIQ Data not specifically authorized herein is prohibited unless otherwise agreed to in writing by PlaceIQ. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Company shall not at any time, directly or indirectly: (i) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the PlaceIQ Data; (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source of the PlaceIQ Data or methods used to compile the PlaceIQ Data, in whole or in part; (iii) remove any proprietary notices included within the PlaceIQ Data; (iv) publish, enhance, or display any compilation or directory based upon information derived from the PlaceIQ Data; or (v) use the PlaceIQ Data in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violate any data privacy and security laws, applicable published industry best practices, rules of any applicable self-regulatory organizations, or any other applicable law.
4. TERM. This Agreement will commence on the date set forth in the Order Form and continue for a term of 30 days (the “Evaluation Period”), unless extended or terminated before then as provided below. The Evaluation Period may be extended for additional 30-day periods with written approval or by email from PlaceIQ.
5. TERMINATION. Either Party may terminate this Agreement, at any time, for any reason or no reason by providing written notice to the other Party. At the end of the Evaluation Period or if this Agreement is terminated earlier, Company will stop using the PlaceIQ Data and will (within 5 business days) delete all copies of the PlaceIQ Data from its systems (other than those made as part of a standard backup/archival process) and shall confirm deletion to PlaceIQ in writing or by email to the email addresses listed below. Each Party will return or destroy any Confidential Information in its possession.
6. OWNERSHIP. The PlaceIQ Data is and will remain the property of PlaceIQ. Company’s rights to the PlaceIQ Data are limited to those granted in Section 1. If Company provides feedback or suggestions to PlaceIQ about the PlaceIQ Data (such as its composition, functionality, or use), PlaceIQ is free to use and exploit such feedback without any obligations or restrictions.
7. REPRESENTATIONS. Each Party represents and warrants that it has the authority to enter into this Agreement (and to grant the rights under this Agreement), that it has complied (and will continue to comply) with all applicable laws and regulations in its performance under this Agreement and that this Agreement (and the exercise of the rights under this Agreement) does not conflict with any other agreement or obligation (to which it is bound). This Agreement does not create an obligation on either Party to proceed with any subsequent transaction or agreement. EXCEPT AS SET FORTH IN THIS SECTION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY WARRANTIES IMPLIED BY LAW AND ANY WARRANTIES THAT COULD ARISE OUT OF A COURSE OF DEALING OR USAGE OF TRADE.
8. CONFIDENTIALITY. A Party may need to share Confidential Information with the other. “Confidential Information” means the PlaceIQ Data and any technical, financial, or business information disclosed by the discloser to the recipient under this Agreement that is marked as confidential or would usually be considered confidential (such as business plans), but does not include information that the recipient already knew (without restriction before being disclosed by the discloser), is (or becomes) public (by no fault of the recipient), is rightfully received by the recipient from a third party (without a duty of confidentiality), or was independently developed by the recipient without use or reference to the discloser’s information. The receiving party agrees to take reasonable precautions to protect such Confidential Information, and not to disclose (without the disclosing party’s prior authorization) to any third person any such Confidential Information. The receiving party may only use Confidential Information for the purpose for which it was provided and may only share Confidential Information with its employees, agents, and representatives who need to know it, provided they are bound to similar confidentiality obligations. The receiving party may disclose Confidential Information if the disclosure is necessary to comply with a valid court order or subpoena (in which case the receiving party will, unless expressly prohibited by the terms of the court order or subpoena, promptly notify the disclosing party and cooperate with the disclosing party if the disclosing party chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed).
9. LIMITATION OF LIABILITY. EXCEPT FOR ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, REGARDLESS OF THE BASIS OR TYPE OF CLAIM AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. These exclusions will apply to the extent permitted by law and regardless of the failure of any remedy.
10. GENERAL. This Agreement does not create any agency relationship between the Parties. This Agreement is governed by the laws of the State of New York, excluding its conflict-of-laws principles. If any provision of this Agreement is found to be void or unenforceable, the other provisions will remain in full force and effect. This Agreement is not assignable without the other Party’s written consent (except to an affiliate or in connection with a merger, reorganization, or sale of all or substantially all of the assets or equity of such Party). This Agreement constitutes the entire agreement between the Parties on this topic, superseding any prior or contemporaneous agreements. Any waiver, modification or amendment of this Agreement must be in writing and signed by both Parties. This Agreement may be signed in counterparts (which collectively constitute one document) using electronic signatures.