EACH TIME YOU USE THE DATA, YOU ARE ACCEPTING THIS LICENSE. IF YOU DO NOT AGREE TO THE LICENSE, LICENSOR IS UNWILLING TO GRANT YOU THE RIGHT TO USE THE DATA, AND YOU MUST CEASE USE OF THE DATA IMMEDIATELY. YOU ACCEPT THE LICENSE BY (1) CLICKING TO AGREE OR ACCEPT WHERE THESE OPTIONS ARE PRESENTED TO YOU, (2) ACTUALLY USING THE DATA AND/OR (3) UPLOADING ANY OF YOUR DATA TO THE SHOP. IF YOU ARE ACCEPTING ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT: (I) YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THE LICENSE; (II) YOU HAVE READ AND UNDERSTAND THE LICENSE; AND (III) YOU AGREE, ON BEHALF OF THE PARTY THAT YOU REPRESENT, TO THE LICENSE. IF YOU DON'T HAVE THE LEGAL AUTHORITY TO BIND, PLEASE DO NOT CONFIRM THAT YOU AGREE OR USE THE DATA.
THIS IS A 1-YEAR LICENSE. YOU MUST DELETE THE DATA AFTER 1 YEAR.
(a) License Grant. Subject to and conditioned on Licensee’s payment of fees and compliance with all the terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive, non-sublicensable, revocable, and non-transferable license during the Term to use the Data for “Permitted Uses”: (i) internal business or internal research purposes, and/or (ii) the creation of external products, applications, research publications and analyses based on the Data so long as (A) only non-material portions of the Data are exposed to third parties and (B) such products are not competitive with the offering of the Data for sale.
(b) Use Restrictions. Licensee shall only use the Data for the Permitted Uses. Licensee shall not at any time, directly or indirectly: (i) sell, sublicense, assign, distribute, publish, transfer, disclose or otherwise make available the Data in its current form or substantially similar form, (ii) permit users of any product or service that incorporates the Data to download or export material portions of the Data (where “material portions” means a set of data that could be marketed independently, or reverse-engineered to discover any portion of the Data), (iii) use the Data to create or host any commercially available mailing list, point of interest database or business listings database, (iv) use the 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, (v) use the Data to attempt to identify behavior of a known individual for any reason, (vi) use the Data to do advertising targeting or attribution of individuals based on visits to any health care point of interest, (vii) use the Data to analyze, study, or report on protests or social demonstrations, or (viii) as it solely relates to Data referred to as Spend, use the Data for purposes of investing in financial instruments or in connection with any other financial service or use.
In addition to and without limiting the foregoing, Licensees accessing the Data through SafeGraph’s API shall not: (1) cache the Data in or on any medium for any period of time; (2) implement any measure that might avoid or circumvent SafeGraph’s API usage limitations or interfere with the accuracy of reporting; (3) attempt to circumvent any API limits, including, but not limited to, mass-registration of applications; or (4) append materials or content to API requests or queries, unless approved in advance by SafeGraph).
(c) Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the Data. Without limiting the foregoing, Licensee shall not acquire any proprietary rights of the Data.
(d) Additional Restrictions. Additional third party restrictions are set forth in Section 10.
(a) Fees. Fees for this License will be as set forth in the Shop (the “Fees”). Licensee is responsible for the timely payment of the Fees. If Licensee fails to make any payment when due, in addition to all other remedies that may be available: Licensor may prohibit access to the Data until all past due amounts have been paid, without incurring any obligation or liability to Licensee or any other person by reason of such prohibition of access to the Data.
(b) Taxes. Licensee is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on the Fees, other than any taxes imposed on Licensor’s income.
(c) Delivery. The Data will be delivered to Licensee by Licensor through the Shop (either through flat file delivery or API, as applicable), or as otherwise agreed to. Licensor has no liability due to a delay in delivery or any temporary interruption in service of the Shop or API.
(a) Data Security. Licensee shall use all reasonable legal, organizational, physical, administrative and technical measures, and security procedures to safeguard and ensure the security of the Data and to protect the Data from unauthorized access, disclosure, duplication, use, modification, or loss.
(b) Licensee Representations and Covenants. Licensee represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; and that Licensee’s use of the Data and performance of this Agreement shall not violate, conflict with, or result in a material default under any other agreement, including confidentiality agreements between Licensee and third parties. Licensee covenants to maintain, hold and process the Data in compliance with all applicable laws. Licensee covenants it shall not attempt to reverse engineer, decompile, or otherwise re-identify the Data by using any method, including, but not limited to, merging external data with Data provided by Licensor. Licensee agrees to not (i) circumvent security features used to prevent or restrict access to or use the Shop or API, (ii) create user accounts by automated means or (iii) impersonate any person or entity.
Licensee acknowledges that, as between Licensee and Licensor, Licensor owns all right, title and interest, including all intellectual property rights, in and to the Data. Licensee further acknowledges that: (a) the Data is an original compilation protected by United States copyright laws; (b) Licensor has dedicated substantial resources to collect, manage and compile the Data; and (c) the Data constitutes trade secrets of Licensor. If Licensee contests any of Licensor’s right, title, or interest in or to the Data, including without limitation, in a judicial proceeding anywhere throughout the world, (a) Licensor may terminate this Agreement without advance notice to Licensee or an opportunity for Licensee to cure and without further obligation or liability and (b) Licensee acknowledges and agrees that it will be in material breach under this Agreement.
THE DATA IS PROVIDED “AS IS” AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE DATA, OR ANY PRODUCTS OR RESULTS OF ITS USE, WILL MEET LICENSEE’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, OR ERROR FREE.
Licensee shall indemnify, hold harmless, and, at Licensor’s option, defend Licensor from and against any and all losses, damages, liabilities, or costs (including attorneys’ fees) (“Losses”) resulting from any any third-party claim, suit, action, or proceeding (“Third-Party Claim”) based on Licensee’s: (i) negligence or willful misconduct; (ii) breach of representation or warranty hereunder or (iii) use of the Data in a manner not authorized by this Agreement, provided that Licensee may not settle any Third-Party Claim against Licensor unless such settlement completely and forever releases Licensor from all liability with respect to such Third-Party Claim or unless Licensor consents to such settlement, and further provided that Licensor shall have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice. Use of Licensed Data by Licensee shall be at its own risk and Licensee will indemnify, defend and hold harmless Licensor’s third-party suppliers from and against all Losses that arise with respect to Licensee’s use of the Data.
IN NO EVENT WILL LICENSOR BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, (c) LOSS OF GOODWILL OR REPUTATION, (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA OR BREACH OF DATA OR SYSTEM SECURITY, OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL LICENSOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL FEES PAID BY LICENSEE IN THE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
(a) Term. The term of the license set for in this Agreement begins on the date Licensee purchases or receives (whichever occurs first) any Data via Shop flat file or API request or otherwise and, unless terminated earlier pursuant to any of the Agreement’s express provisions, will continue in effect until the one year anniversary of such date (the “Term”). Each purchase of Data triggers a new Term with respect to that piece of Data. Licensee and Licensor may agree to extend the Term by separate written agreement.
(b) Termination. In addition to any other express termination right set forth elsewhere in this Agreement, Licensor may terminate this Agreement, effective on written notice to Licensee, if Licensee breaches any of its obligations under this Agreement.
(c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, the license granted hereunder will also terminate, and, without limiting Licensee’s obligations under Section 3, Licensee shall within 5 business days cease using and delete all copies of the Data (except that Licensee may retain any Placekeys in perpetuity). Within 15 days of Licensor’s request, Licensee shall certify in writing to the Licensor that the Data has been deleted. No expiration or termination will affect Licensee’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Licensee to any refund.
(d) Survival. This Section 8(d) and Sections 3 (Data Security and Licensee Covenants), 4 (Intellectual Property Ownership), 5 (Disclaimer), 6 (Indemnification), 7 (Limitations of Liability), 9 (Miscellaneous), 10 (Third Party Terms), 11 (Academic Partnership Program) and 12 (Matching Service) survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
(a) Entire Agreement; Interpretation. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. Nothing in this Agreement shall create any rights in any third party beneficiaries. The parties agree that any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall not apply to the terms and conditions of this Agreement.
(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing. The parties shall deliver Notices by personal delivery, nationally recognized overnight courier (with all fees prepaid), email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving party, and (ii) if the party giving the Notice has complied with the requirements of this Section. Refusal to accept Notice shall be deemed receipt.
(c) Force Majeure. In no event shall Licensor be liable to Licensee, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Licensor’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
(d) Amendment and Modification; Waiver. Licensee’s rights and obligations under this License may be amended or modified from time to time and at any time. If any such amendment or modification is material, Licensor will post notice of it on the Shop or by email to registered users. Your access of the Shop or API and use of the Data following any such amendment or modification shall be deemed your acceptance of such amendment and modification. You agree to review this License periodically to be aware of such amendments and modifications. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(f) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder may be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware in each case located in the state of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
(g) Assignment. Licensee may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Licensor. Any purported assignment, transfer, or delegation in violation of this Section is null and void. Licensor may assign this Agreement to a successor in connection with the merger, consolidation, or sale of all or substantially all of its assets or that portion of its business to which this Agreement relates without the consent of Licensee. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
(h) Export Regulation. The Data may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the Data to, or make the Data accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Data available outside the US.
(i) Equitable Relief. Licensee acknowledges and agrees that a breach or threatened breach by Licensee of any of its obligations under Section 1 (Permitted Uses) or Section 3 (Data Security and Licensee Covenants) would cause Licensor irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Licensor will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
If at any time during the Term (i) the Data includes certain places in the United Kingdom; (ii) Licensee’s use cases include visualizations that include park locations; or (iii) there is Data in the future that requires attribution or similar additional terms; Licensee agrees to each of the corresponding terms found at Places Attribution.
If Licensee is licensing the Data through Licensor's Academic Partnership Program, as indicated and agreed to by Licensee prior to being granted access to the Data, then in addition to the other terms conditions stated in this Agreement, Licensee agrees that:
(a) If any conflict exists between the Agreement and this Clause 11, Clause 11 shall take precedence.
(b) Definition. Licensee represents and warrants that it is the student of, or employed by, an institute of higher education (“Academic”).
(c) Attribution. Licensee must credit SafeGraph if it publishes or creates content using the Data.
(d) Permitted Use. Licensee may use the Data solely for non-commercial academic research and publication, and Licensee may not authorize another to use the Data for any commercial, resale, distribution or other purpose.
(e) Term. Either Party may terminate this Agreement at any time by notifying the other Party. Upon expiration or termination of this Agreement, the license rights granted herein shall immediately terminate and Licensee shall immediately discontinue all use of the Data and within 5 business days remove or destroy all copies of the Data from Licensee’s hardware. Licensee shall not disclose, retain or use the Data after the expiration or termination of this Agreement.
(a) If Licensee provides SafeGraph with any of Licensee’s internal database of places whether through upload or other means (the "Licensee Data"), to the extent feasible, Licensor will assign each location represented in the Licensee Data to a SafeGraph place identification number (each, a “SGPID” or Placekey). Licensor shall perform these matching services free of charge.
(b) In consideration for Licensor providing the matching services, Licensee grants to Licensor an irrevocable, non-exclusive, royalty-free, fully paid up, perpetual, worldwide license, with the right to store, use, reproduce, publish, distribute, perform, and create derivative works from the Licensee Data.
(c) Licensor shall not be liable or responsible for the deletion, destruction, damage, loss or failure to store any Licensee Data.
(d) Licensee represents and warrants that (i) Licensee owns and controls all of the rights to the Licensee Data, or Licensee otherwise has the lawful right to distribute the Licensee Data to Licensor and grant Licensor the license hereunder, (ii) Licensee’s and Licensor's use and/or transmission of such Licensee Data will not violate any rights to any person or entity or violate any applicable laws, (iii) the Licensee Data does not include any personally identifiable information and (iv) the Licensee Data only includes data relating to places.
