Additional Terms for PlaceIQ Products

The following additional terms and conditions in this Product Addendum (this “Addendum”) apply to the license of PlaceIQ data products from Supplier. In the event of any conflict or ambiguity between the provisions of this Addendum and the agreement governing your purchase, the terms of this Addendum shall take precedence.

1. DEFINITIONS

“Authorized User” means designated employees and agents of Customer whom the Parties have permitted access to PlaceIQ Data via the PlaceIQ Data Delivery Mechanism.

“Customer” means _______ as defined in the Order.

“Customer Platform” means the software and data analytics platform used by Customer to process PlaceIQ Data in connection with creating Reports.

“Personal Information” means (i) all information identifying, or that alone or in combination with other information allows for the identification of, an individual, device, or household; and (ii) any information that is defined as “personal information,” “personal data,” “protected health information,” or other similar term under any applicable Privacy and Data Security Laws. For the avoidance of doubt, Personal Information includes “Sensitive Personal Information” and “Sensitive Personal Data” as such terms may be defined in applicable Privacy and Data Security Laws.

“PlaceIQ Data” means the Subscription Data Products described in the accompanying Order.

“PlaceIQ Data Delivery Mechanism” means the data delivery mechanism maintained by Supplier or its affiliate, PlaceIQ, Inc., to deliver the PlaceIQ Data via Customer’s chosen secure delivery platform or cloud service provider.

“Privacy Commitments ” means any and all (a) applicable Privacy and Data Security Laws, (b) all internal and public facing policies, notices, and statements concerning the privacy, security, and/or Processing of Personal Information (“Privacy Policies”), (c) any contracts, commitments, obligations or responsibilities to affiliated and unaffiliated third parties, including individuals, governing the Processing of Personal Information (“Privacy Agreements”), and (d) applicable published industry best practice or rules of any applicable self-regulatory organizations, including but not limited to the Digital Advertising Alliance Principles and National Advertising Institute Code of Conduct, in which Customer is or has been a member.

“Privacy and Data Security Laws” means any applicable laws, regulations, rules, obligations, industry standards and published guidance relating to privacy, data protection, data transfers, the Processing of Personal Information, the security of Personal Information, data breach disclosures and notification, and/or data broker registrations.

“Processing” (or its conjugates) means any operation or set of operations that is performed upon data, including Personal Information, whether or not by automatic means, such as collection, recording, organization, structuring, transfer, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction, or instruction, training or other learning relating to such data or combination of data, including Personal Information.

“Order ” means the Supplier provided document referencing this Addendum pursuant to which Customer acquires a license to PlaceIQ Data, as evidenced by (a) a written agreement signed by Customer and Supplier, (b) Customer’s acceptance of applicable online ordering terms, or (c) Supplier’s quotation that has been accepted by Customer’s issuance of a purchase order referencing the quotation by number.

“Reports” means the analysis, visualizations, data, derivative works, and information created by Customer that consist of and/or result from Customer’s analysis or use of the PlaceIQ Data on the Customer Platform. Reports shall not contain any PlaceIQ Data in its original form under any circumstance.

“Sensitive Location” means (i) places of worship, including without limitation locations used as gatherings for the purposes of religious worship; (ii) correctional facilities; (iii) places that can be used to infer an LGBTQ+ identification or sexual preference; (iv) places that infer engagement with explicit sexual content, material, or acts; (v) places primarily intended to be occupied by children under 16 (including without limitation nursery schools, elementary and middle schools, day care centers, etc.); (vi) domestic abuse shelters, including without limitation rape crisis centers and shelters for abused or battered men, women, or children; (vii) welfare, homeless shelters and halfway houses, and other similar social service centers; (viii) dependency or addiction treatment centers, including without limitation those used to treat alcohol, gambling or drug dependencies or addictions; (ix) medical facilities that cater predominantly to sensitive conditions, such as cancer centers, HIV/AIDS, fertility or abortion clinics, mental health treatment facilities, or emergency room trauma centers; (x) places that may be used to infer refugee or immigrant status, such as refugee or immigration centers and immigration services; (xi) credit repair, debt services, bankruptcy services, or payday lending institutions; (xii) temporary places of assembly such as political rallies, marches, or protests, during the times that such rallies, marches, or protests take place; (xiii) military bases (including without limitation recruitment centers located on military bases) and first responder locations, including without limitation fire departments and police departments; and (xiv) locations where firearms are sold or used (including without limitation gun dealers and shooting ranges) but excluding general sporting and retail locations.

“Supplier” means Precisely Software Incorporated or other of its Affiliates named in an Order as licensor of the PlaceIQ Data products licensed to Customer.

“Term” means the term of a license to PlaceIQ Data as reflected in an Order to which this Addendum relates.

2. PROCESSING OF PERSONAL INFORMATION

2.1. Processing Instructions for Processing Personal Information. Both Customer and Supplier shall Process Personal Information for the purpose of this Addendum and in compliance with all Privacy Commitments.

2.2. Nature and Purpose of Processing. The nature and purpose of the data Processing under this Addendum is the provision of PlaceIQ Data that Supplier licenses to Customer pursuant to this Addendum.

2.3. Type of Data Subject to Processing. The subject matter of the data processing under this Addendum is PlaceIQ Data.

3. DURATION OF PROCESSING

3.2. Duration of Processing. The duration of Processing under this Addendum will be the Term, as specified in the applicable Order.

3.3. Rights and Obligations of Both Parties. Supplier acts as a third party that provides PlaceIQ Data to Customer.

4. DATA DELIVERY AND ACCESS

4.1. Delivery. During the Term, Supplier will update and deliver the PlaceIQ Data to Customer electronically via the PlaceIQ Data Delivery Mechanism as described in the Order.

4.2. Data Access. During the Term, Customer may access the PlaceIQ Data via the PlaceIQ Data Delivery Mechanism. Supplier and Customer will agree upon the PlaceIQ Data Delivery Mechanism for use by Customer’s Authorized Users. Customer is responsible for the activity of its Authorized Users and their compliance with this Addendum in relation to their access to and use of the PlaceIQ Data Delivery Mechanism, creation of Reports, and processing of PlaceIQ Data.

5. DATA RIGHTS AND LICENSES

5.1. Ownership. Supplier and/or its licensors own (and will continue to own) the PlaceIQ Data (including any compilations of the PlaceIQ Data).

5.2. Data License. Subject to the terms and conditions of this Addendum, Supplier grants to Customer a non-exclusive, non-transferable license during the term of this Addendum in the United States only.

5.3. Permitted Uses. During the term set forth in the applicable Order, Customer is permitted to (i) access the PlaceIQ Data via the PlaceIQ Data Delivery Mechanism, (ii) process the PlaceIQ Data on the Customer Platform, and (iii) creating Reports for internal business purposes only, subject to the restrictions set forth in this Addendum.

5.4. Reports License. Supplier grants to Customer a perpetual license to use the Reports that the Customer creates.

6. DATA USE RESTRICTIONS

6.1. Customer shall at all times Process PlaceIQ Data in compliance with all Privacy Commitments and other applicable legal requirements.

6.2. Reports shall not be used for activation and/or measurement.

6.3. Customer shall not Process PlaceIQ Data for purposes of or in connection with (A) determining employment, credit, health care, or insurance eligibility, (B) creating anonymized or aggregate data, (C) any unlawful or illegal purposes, or (D) discriminating against any person or promoting bigotry, racism, or harm. Further, Customer shall not Process or reverse engineer PlaceIQ Data in a manner that would make PlaceIQ Data attributable to (i) persons located outside the United States of America, (ii) persons under the age of eighteen (18), or (iii) a Sensitive Location or a person or device’s association with or proximity to a Sensitive Location.

6.4. Reports are for the Customer’s internal business use only. Reports may be presented (and provided) to internal Customer teams and used and shared solely for internal business purposes. Reports or portions thereof shall at all times remain subject to confidentiality obligations that restrict the public disclosure (or disclosure to any other third party, other than any entity acting on behalf of Customer and subject to a nondisclosure agreement or comparable confidentiality restrictions) and use of the Reports. Reports may not be published, shared, disclosed to anyone else, or made publicly available without the prior written approval of Supplier. In each Report, Customer will attribute the findings and conclusions that utilized the PlaceIQ Data to PlaceIQ (as the source of the underlying data) in the form of “SOURCE: PlaceIQ” using the PlaceIQ logo (with the placement and presentation as mutually agreed). The PlaceIQ logo may not be altered, minimized, or obscured.

6.5. Customer shall not disclose, release, distribute, or deliver the PlaceIQ Data, or any portion thereof, to any other person or third party without Supplier’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 Supplier.

6.6. Without limiting the foregoing and except as otherwise expressly set forth in this Addendum, Customer shall not at any time, directly or indirectly: (A) copy, modify, or create derivative works of the PlaceIQ Data, in whole or in part; (B) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the PlaceIQ Data; (C) 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; (D) remove any proprietary notices included within the PlaceIQ Data; (E) publish, enhance, or display any compilation or directory based upon information derived from the PlaceIQ Data; or (F) 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 violates any applicable law.

6.7. Customer acknowledges and agrees that there will be situations where new locations will not be added for reasons including, but not limited to: (A) that the actual location is not visible or cannot be visually verified, satellite imagery is unavailable/obscured, verification/data sources are contradictory, or the location is undefined or located within a multi-tenant building (on a floor of a high rise, in a densely populated building with other tenants/residents, in a mall, is a kiosk or temporary store, etc.); (B) there is limited or non-existent visitation data (depending on the real-world visitation data received) for locations with a very limited footprint (only one (1) location or very few locations in sparsely populated areas); or (C) the location does not comply with Supplier’s Sensitive Location policies or Privacy Commitments.

7. CUSTOMER OBLIGATIONS

7.1. General Obligations. Customer (A) grants Supplier the right to take reasonable and appropriate steps to ensure that Customer uses PlaceIQ Data in a manner consistent with Supplier obligations under applicable Privacy Commitments, (B) shall notify Supplier if Customer makes the determination that it can no longer meet obligations under applicable Privacy Commitments, (C) grants Supplier the right, upon reasonable notice, to take reasonable and appropriate steps to stop and remediate the use of PlaceIQ Data, (D) shall take reasonable and appropriate steps to stop and remediate unauthorized use of PlaceIQ Data.

7.2. Security Measures. Customer shall maintain a documented information security program and use commercially reasonable and appropriate legal, organizational, physical, administrative, and technical measures and security procedures to safeguard and ensure the security of the PlaceIQ Data, the Customer Platform, and Reports.

8. REPRESENTATIONS

8.1. General Representations. Each party represents to the other that: (A) it is qualified to transact business and has the power and authority to enter into and to perform its obligations and/or grant the licenses herein, and (B) this Addendum (and/or the performance of/or exercise of the rights under this Addendum) will not violate, breach, or conflict with any other agreement, law, or obligation (now or during the Term) to which it is bound.

8.2. Privacy Commitments. Each party represents that it shall comply with all applicable Privacy Commitments.

9. CUSTOMER INDEMNITY

9.1. Indemnity. Customer will defend, indemnify and hold Supplier harmless from and against any claim brought against Supplier by a third party, any final award of damages or settlement amount, and any liabilities or expenses incurred by Supplier (including reasonable attorneys’ fees) resulting from the claim that alleges the improper use or disclosure (other than as permitted by this Addendum) of the PlaceIQ Data and/or the use of the PlaceIQ Data in connection with a Report or Customer’s services that violates an applicable law or regulation, or infringes the proprietary rights of others.

9.2. Process. The indemnified party will promptly notify the indemnifying party in writing of the claim (a delay in providing notice does not excuse these indemnity obligations unless the indemnifying party is prejudiced by that delay), give the indemnifying party sole control of the defense of the claim (and in any related settlement negotiations), and cooperate (at the indemnifying party’s request and expense) in the defense of the claim. The indemnified party may participate in the defense of the claim using its own counsel (at its own expense). The indemnifying party may not settle the claim without the indemnified party’s consent if the settlement imposes a payment or other obligation on the indemnified party.

10. GENERAL

10.1. Verification. Supplier reserves the right, with at least 10 business days advance notice, to audit Customer for the purpose of ensuring that Customer is complying with the terms of this Addendum.

10.2 Assignment. Either party may assign this Addendum and the agreement to which it relates (in whole but not in part) to an affiliate or in connection with a sale of all or substantially all of the business assets of a party (or a division of such party) or as part of a bona fide group reorganization by giving the other party written notice.

10.3 Liability. Except for any gross negligence, willful misconduct, a party’s indemnification obligations (pursuant to Section 9), or a breach of confidentiality, neither party will be liable for (A) any indirect, consequential, or incidental damages, (regardless of the basis or type of claim and even if previously advised of the possibility of such damages), and/or (B) an amount that exceeds the applicable license fees for the applicable Term. These exclusions are meant to apply to the fullest extent permitted by applicable law and regardless of the failure of any specific remedy.