Evaluation Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY.  THIS IS A BINDING CONTRACT.  

1. Introduction; Agreement to these Terms of Service. SafeGraph, Inc., a Delaware corporation, (“Licensor”) has compiled anonymized information and is willing to make available the data set described herein (the “Evaluation Data”) to permit prospective customers to evaluate and test the Evaluation Data in accordance with the terms and conditions of this Limited Data Evaluation License Agreement (“License” or “Agreement”).  Other products and services may be offered by Licensor subject to separate terms.
   The prospective customer (“Licensee”) wishes to evaluate and test the Evaluation Data in connection with Licensee’s products or services in accordance with the terms and conditions of this Agreement. 
   
   BY CLICKING AGREE WHERE THE OPTION IS PRESENTED, YOU REPRESENT AND WARRANT THAT: (I) YOU ARE AN AUTHORIZED REPRESENTATIVE OF LICENSEE WITH FULL LEGAL AUTHORITY TO ACCEPT AND BIND LICENSEE TO THE LICENSE; (II) LICENSEE HAS READ AND UNDERSTANDS THE LICENSE; AND (III) LICENSEE AGREES TO THE LICENSE. EACH TIME LICENSEE ACCESSES OR USES THE EVALUATION DATA, LICENSEE ACCEPTS THIS LICENSE.
   IF YOU LACK THE LEGAL AUTHORITY TO BIND LICENSEE, PLEASE DO NOT CLICK AGREE OR USE THE DATA. IF LICENSEE DOES NOT AGREE TO THE LICENSE, LICENSOR IS UNWILLING TO GRANT LICENSEE THE RIGHT TO USE THE EVALUATION DATA, AND LICENSEE MUST CEASE USE OF THE EVALUATION DATA IMMEDIATELY.
   
   Upon agreement by Licensee by and through its authorized representative, in consideration of the mutual promises, agreements, and conditions stated herein, the License constitutes a binding legal agreement between Licensee and Licensor (individually, a “Party;” collectively, the “Parties”). 
   
   

2. Limited License.  Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a temporary, limited, royalty-free, non-exclusive, non-transferable, non-sublicensable, revocable, beta-test license to the Evaluation Data during the Trial Period solely for the purpose of internal evaluation in a test environment and otherwise in accordance with the terms and conditions of this Agreement. The Evaluation Data shall consist of a random sample of point of interest attributes across geographies drawn from Licensor’s Places and Geometry products at Licensor’s sole discretion. The Evaluation Data is provided for internal review only and Licensee may not itself nor authorize another to use the Evaluation Data for any commercial, resale, distribution or other purpose. For further clarity, Licensee shall not, nor enable any third party to: (i) sell, rent, lease, sublicense, distribute, transfer or otherwise provide the Evaluation Data or any portions or copies thereof to any third party; (ii) use the Evaluation Data to create or host any commercially available mailing list, point of interest database or business listings database, (iii) use the Evaluation 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, or (iv) use the Evaluation Data to attempt to identify behavior of a known individual for any reason). In addition, other than expressly authorized herein, Licensee shall not copy, adapt, translate, reverse engineer, or create derivative works therefrom. LICENSEE AGREES AND UNDERSTANDS THAT IT IS NOT AUTHORIZED TO DISTRIBUTE OR OTHERWISE USE THE EVALUATION DATA.
   

3. Further Obligations.  If Licensee creates any written reports or generates performance analytics with respect to the Evaluation Data (“Test Analytics”) such Test Analytics must be restricted under these terms of license and kept confidential in accordance with Section 5 below. Licensee agrees to provide a summary of all such Test Analytics to Licensor promptly upon the end of the Trial Period. Licensee agrees that it is responsible for any acts or omissions of its agents or permitted subcontractors that access or use any of the Evaluation Data and Licensee will ensure that such agents and permitted subcontractors comply with the terms of this Agreement.
   

4. Ownership.  Licensor shall own and retain all right, title and interest in and to the Evaluation Data, together with all intellectual property rights therein and thereto. Licensor reserves all rights not expressly granted hereunder. Nothing contained in this Agreement shall be construed as transferring any right, title, or interest in the Evaluation Data except as expressly set forth herein.
   

5. Confidentiality.  Evaluation Data shall constitute confidential information belonging to Licensor, and accordingly, Licensee shall not disclose the Evaluation Data to any third party, except with Licensor's prior written consent and as permitted under the next sentence. Licensee may disclose the Evaluation Data to its employees, consultants or other agents who have a bona fide need to know the Evaluation Data for evaluation under the limited license rights herein, provided, that each such employee, consultant or agent is bound by confidentiality obligations at least as protective as those set forth herein. Licensee shall protect the confidentiality of the Evaluation Data in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than with reasonable care). Licensee shall promptly notify Licensor if it becomes aware of any actual or suspected breach of confidentiality of the Evaluation Data. If Licensee is compelled by law or legal process to disclose the Evaluation Data, it shall provide Licensor with prompt prior notice of such compelled disclosure (to the extent legally permitted) and provide reasonable assistance, at Licensor’s expense, if Licensor wishes to contest the proposed disclosure. Licensee acknowledges and agrees that any disclosure or use or breach of the Data would result in irreparable injury to Licensor for which money damages would be inadequate and in such event Licensor shall have the right, in addition to other remedies available at law and in equity, to seek immediate injunctive relief. Upon any termination of this Agreement, to the extent that any Evaluation Data is retained, Licensee shall continue to maintain the confidentiality of the Data. 
   

6. Term and Termination.  The Effective Date of the Agreement is the date on which the Licensee manifests acceptance of this Agreement by clicking Agree where presented. The license rights in Section 2 are limited in duration to a time period starting from the Effective Date and continuing for the period of 14 days (the “Trial Period”), unless terminated herein. Licensee and Licensor may terminate this Agreement at any time by notifying the other. Upon expiration or termination of this Agreement, the license rights stated in Section 2 shall terminate and Licensee shall immediately discontinue all use of the Evaluation Data and remove or destroy all copies of the Evaluation Data from Licensee (including employees’) hardware. Licensee shall not disclose, retain or use the Evaluation Data or Test Analytics after the expiration or termination of this Agreement. 
   

7. DISCLAIMERS.  TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, LICENSOR MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE, AND LICENSOR EXPRESSLY DISCLAIMS (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, (II) ANY WARRANTY REGARDING CORRECTNESS, QUANTITY, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, PERFORMANCE, TIMELINESS OR CONTINUED AVAILABILITY OF THE DATA. UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES, FOR LOSS OF PROFITS, GOODWILL USE, OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE EVALUATION DATA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (I) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM LICENSEE’S ACCESS TO AND USE OF THE EVALUATION DATA; (II) ANY ERRORS OR OMISSIONS IN, OR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF THE EVALUATION DATA. IN NO EVENT SHALL LICENSOR, ITS DIRECTORS, EMPLOYEES, AFFILIATES OR LICENSORS BE LIABLE TO LICENSEE FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS ARISING UNDER OR RELATING TO THIS AGREEMENT FOR MORE THAN $1,000. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 
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8. General. This Agreement shall be governed by the laws of Colorado, except for its conflicts of laws principles. All disputes arising under or relating to this Agreement shall be within the exclusive jurisdiction of the state or federal courts located in Denver, Colorado and each Party hereby consents to such exclusive jurisdiction and venue. Neither Party may assign this Agreement to any third party without the prior written consent of the other party. Nothing in this Agreement is intended to confer any rights or remedies on any person or entity that is not a Party to this Agreement. No modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon the Parties unless approved in writing by each of the Parties. Except as otherwise provided herein, the failure of either Party to enforce at any time any provision of this Agreement shall not be constituted to be a present or future waiver of such provision, nor in any way affect the ability of either Party to enforce each and every such provision thereafter. If any provision of this Agreement is held invalid or unenforceable at law, such provision will be deemed stricken from this Agreement and the remainder of this Agreement will continue in effect and be valid and enforceable to the fullest extent permitted by law. This Agreement represents the entire agreement between the Parties and supersedes any and all prior understanding, agreements, or representations by or among the parties, written or oral, related to the subject matter hereof.