# PLACED TERMS OF SERVICE – BUSINESS

LAST REVISED 5-23-2012

The following are the terms and conditions upon which Placed, Inc. ("Placed") provides the analytics services described herein (the "Services") to You (either an individual or a legal entity that You represent as an authorized employee or agent) ("You" or "Your"). Please read them carefully. BY CLICKING THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS AND/OR USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS ("TERMS OF SERVICE"). If You are signing up for the Services on behalf of any entity, You represent and warrant that You are authorized to do so and to accept these Terms of Service on such entity's behalf, and that such entity agrees to indemnify Placed for violations of these Terms. The Services are offered to You conditioned on Your acceptance without modification of the terms, conditions, and notices contained herein.

DEFINITIONS

"Documentation" means any accompanying proprietary documentation made available to You by Placed for use with the Software and Services, including any documentation available online or otherwise.

"Analytics Data" means certain aggregate, nonpersonal, demographic and location based information collected from Panelists and provided to You under these Terms and Conditions.

"Application" means the Placed mobile application software that is downloaded by Panelists and allows the collection of Panelist Data.

"Incentive" is an award, such as a gift card, given by You to encourage people to become Panelists for Your Recruited Panels.

"Panel" means a particular group which a user joins and allows the collection of Panelist Data in connection therewith.

"Panelist" means an individual who downloads the Application and allows the collection of Panelist Data through the Application for one or more Panels.

"Panelist Data" is information which is obtained from a Panelist who has downloaded the Application. The Panelist Data will consist of information on the Panelist including profile, location, and check-ins.

"Recruited Panel" means a Panel, the members of which have been recruited directly by You.

"Recruitment" is the process of acquiring Panelists for a Recruited Panel.

"Recruitment Materials" means the Recruitment Page and any other communications and materials which You use to Recruit panelists;

"Recruitment Page" means a page on the Placed Site where a potential Panelist is sent where he or she can register to become a Panelist.

"Recruitment Tags" are tags utilized for Recruitment that send potential Panelists to a Recruitment Page.

"Reports" are the reports generated by Placed using Panelist Data and provided to users.

"Services" covers all offerings provided by Placed including, but not limited to, Website, Recruitment Tags, Placed Dashboard, Reporting, and Software.

"Placed Dashboard" is the display where You can receive an overview of Recruitment Process and Reports.

"Placed Site" means the Placed Web site.

"Software" is downloaded by Panelists to collect Panelist Data.

DESCRIPTION OF SERVICE

The Services provide users with access to certain aggregate, non-personal, demographic and location based Analytics Data on the terms and conditions set forth in these Terms of Services. You understand and agree that the ServiceS AND THE ANALYTICS DATA ARE provided "AS-IS" without warranty of any kind and that Placed assumes no responsibility for the accuracy, timeliness, deletion, or mis-delivery of or failure to provide the Analytics Data or the Services.

In order to use the Services, You must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees or other costs associated with such access. In addition, You must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device.

FEES AND SERVICES

Placed may change its fees and payment policies for the Services from time to time including but not limited to the addition of costs for 3 ^rd party data, distribution of incentives, number of Panelists, Recruitment, or other fees charged to Placed or its wholly-owned subsidiaries by 3rd party vendors for the inclusion of data in the Service reports. Notice of the changes to the fees or payment will be posted on the Placed Dashboard (or such URL Placed may provide from time to time) at least 14 days prior to the effective date of any such changes (which effective date shall be specified in the notice) and Your continued access to and use of the Services after the effective date constitutes Your agreement to such changes. If You do not agree to the changes, You must cease using the Services and terminate this agreement. Notwithstanding any of the forgoing, if You have entered into a subscription plan for a specified term, then any changes to such fee shall not go into effect until the end of the current subscription term, but shall apply to any renewal term. Unless otherwise stated, all fees are quoted in U.S. Dollars. Any outstanding balance becomes immediately due and payable upon termination of the Services for any reason and any collection expenses (including attorneys' fees) incurred by Placed will be included in the amount owed.

USER ACCOUNT, PASSWORD, AND SECURITY

To register for the Services, You must complete the registration process by providing Placed with current, complete and accurate information as prompted by the registration form. You shall protect Your passwords and take full responsibility for Your own, and third party, use of Your accounts. You are solely responsible for any and all activities that occur under Your Account. You agree to notify Placed immediately upon learning of any unauthorized use of Your Account or any other breach of security.

In consideration of Your use of the Service, if You submit registration information to us You agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If You provide any information that is untrue, inaccurate, not current or incomplete, or Placed has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Placed has the right to suspend or terminate Your account and refuse any and all current or future use of the Service (or any portion thereof).

NONEXCLUSIVE LICENSE

Placed hereby grants You a limited, revocable, non-exclusive, non-sublicensable license to install, copy and use the Recruitment Tags solely as necessary to recruit Panelists. Subject to the terms and conditions of these Terms of Service, You may remotely access, view and download Your Reports stored on the Placed Dashboard. Reports cannot be shared with, viewed by or distributed to a 3 ^rd party without prior written consent of Placed. Your license of, use of and access to the Services, including, without limitation, the Reports, is conditioned upon Your compliance with the terms and conditions of these Terms of Service, including the following:

You will not nor will You allow any third party to:

(i) copy, modify, adapt, translate or otherwise create derivative works of the Reports, the Analytics Data, the Services, the Software, the Documentation or the Placed Site;

(ii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Services and Software, except as expressly permitted by the law in effect in the jurisdiction in which You are located;

(iii) rent, lease, sell, assign, share or otherwise transfer rights in or to the Recruitment Tags, Reports, the Analytics Data, the Documentation or the Services;

(iv) remove any proprietary notices or labels on the Software, the Documentation, the Reports or the Analytics Data placed by the Services; or

(v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Services or the Software.

You will use the Software, Services, Analytics Data and Reports solely for Your own internal use, and will not make the Software, Services, Analytics Data or Reports available for timesharing, application service provider or service bureau use. You will comply with all applicable laws and regulations in Your use of and access to the Documentation, Software, Service, Analytics Data and Reports.

This license will terminate immediately if You fail to comply with the terms of these Terms of Service.

CONFIDENTIALITY

"Confidential Information" includes any nonpublic information about Placed or the Services, including without limitation the Reports and the Analytics Data, disclosed by Placed to You or which You otherwise become aware of. Notwithstanding the foregoing, Confidential Information will not include any information that is or becomes known to the general public without any fault of Yours or which is independently developed by You without the use of Confidential Information.

You will not use or disclose any Placed Confidential Information without Placed's prior written consent except as necessary to carry out Your rights or obligations under these Terms of Service or if required by law, regulation or court order. In which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing such information. Upon termination of the Services You will promptly either return or destroy all Confidential Information and, upon request, provide written certification of such.

You are responsible for safeguarding the confidentiality of Your password(s) and user name(s) issued to You by Placed, and for any use or misuse of Your account resulting from any third party using a password or user name issued to You. You agree to immediately notify Placed of any unauthorized use of Your account or any other breach of security known to You.

THIRD PARTIES

If You use the Service on behalf of any Third Party, You represent and warrant that (a) You are authorized to act on behalf of, and bind to these Terms of Service, that Third Party, (b) as between the Third Party and You, the Third Party owns any rights to Reports in the applicable account, and (c) You shall not disclose Third Party's Reports to any other party without the Third Party's consent.

You shall ensure that each Third Party is bound by and abides by the terms of these Terms of Service. Placed and its wholly owned subsidiaries make no representations or warranties for the direct or indirect benefit of any Third Party. With respect to Third Parties, You shall take all measures necessary to disclaim any and all representations or warranties that may pertain to Placed and its wholly owned subsidiaries, the Service, the Software or the Reports, or use thereof. You agree to indemnify, hold harmless and defend Placed and its wholly owned subsidiaries, at Your expense, against any and all third-party claims, actions, proceedings, and suits brought against Placed or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by Placed, or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (a) any representations and warranties made by You concerning any aspect of the Service, the Software or Reports to Third Parties; (b) any claims made by or on behalf of any Third Party pertaining directly or indirectly to Your use of the Service, the Software or Reports; (c) violations of Your obligations of privacy to any Third Party; and (d) any claims with respect to acts or omissions of Third Parties in connection with the Services, the Software or Reports.

RECRUITED PANELS

You may recruit Panelists who agree to participate in Recruited Panels that You have created and to download the Application and permit Placed to collect Panelist Data in connection with such Panels. Recruitment is enabled through the use of Recruitment Tags, which send potential panelists to a Recruitment Page created by You. Although Placed has the right to review and approve or reject the language You provide for Your Recruitment Page, Recruitment Materials or otherwise in connection with any Recruitment, You are solely responsible for the language for such Recruitment Page or other Recruitment Materials (except for the Placed provided language set forth below) and for all recruitment related activity. All Recruitment Pages shall contain the following language (or such other replacement language as Placed may from time to time require):

Additional Terms for Participation in Panels:

To participate in a panel, you will need to download the Placed app to your mobile phone, which will enable Placed to collect your location data and other information. Please see the Placed Privacy Policy at http://www.placed.com/privacy-policy.html to see how your location and other information may be collected, used and shared by Placed.

BY DOWNLOADING THE APPLICATION, YOU CONSENT TO THE COLLECTION, USE AND DISCLOSURE OF YOUR LOCATION INFORMATION AS DESCRIBED IN THE PRIVACY POLICY.

The panel is operated by Placed, and your participation in the panel and use of the application is subject to the Placed Terms of Service.

Any incentives that may be offered or provided to you for joining the panel (as described above) are solely provided by, and are the sole responsibility of, the panel creator,and not Placed, and you must look solely to the panel creator for payment of any incentives.

Participation in a panel is subject to approval and may be terminated for a variety of reasons in accordance with the Placed Terms of Service. In addition, panel creators may terminate their participation in the program. Such terminations may affect your ability to earn an incentive from the panel creator.

The collection of data will continue after you have received the incentive unless you uninstall the application.

You may, at Your option, offer an Incentive to encourage people to become Panelists for Your Recruited Panels. Such Incentive must comply with the rules set forth in these Terms of Service, Sweepstakes Rules, and any other guidelines that may from time to time be established by Placed and communicated to You.

In the event of a Recruited Panel, You will receive access to certain Analytics Data derived from such Recruited Panels at no charge, subject to the terms set forth in these Terms of Service. You understand and agree that Placed shall own all right, title and interest in and to the Panelist Data it collects and the Analytics Data it provides to You in connection with Recruited Panels and may use such data in any manner and without any obligation to You. Unless otherwise expressly agreed upon in writing, You are licensed to use the Analytics Data and any other information or items obtained in connection with the Services solely in aggregate form and solely for Your internal business use. You may not share or provide access to such Analytics Data or other information with any third parties and You may not attempt to derive any personally identifiable information from the Analytics Data, except with the prior written consent of Placed and all of Your Panelists.

NON-RECRUITED ANALYTICS SERVICES

For Analytics Data not obtained in connection with a Panel You have recruited, You may obtain access to certain Analytics Data by purchasing a subscription to the Services. The various subscription plans available and the fees and payment terms for such subscription plans are set forth on the pricing page of the Web Site. You are licensed to use the Analytics Data and any other information or items obtained in connection with the Services solely in aggregate form and solely for Your internal business use. You agree to take appropriate measures to protect the privacy and confidentiality of the Analytics Data and not to share or provide access to such Analytics Data or other information with any third parties. In addition, You may not attempt to derive any personally identifiable information from the Analytics Data.

USER CONTENT AND CONDUCT

You agree that Your Recruitment Materials shall not contain, and You agree not to upload, post, email, distribute, communicate, transmit or otherwise make available in connection with any Recruitment or the Services, any text, data, information, materials, messages, images, photos, video, graphics, music, sounds, applications, code or other content ("Content") that:

is libelous, defamatory, obscene, pornographic, indecent, vulgar, lewd, suggestive, offensive, harassing, threatening, abusive, hateful, harmful, invasive of privacy or publicity rights, abusive, inflammatory, false, fraudulent , deceptive, misleading or racially, ethnically or otherwise objectionable;

infringes or violates any patent, trademark, trade secret, copyright or other intellectual property or other right of any party or that You do not otherwise have the right to make available by reason of any law or contractual or fiduciary relationship (including inside information, and proprietary or confidential information obtained or disclosed in connection with an employment relationship or pursuant to a confidentiality agreement);

is unlawful, illegal or that otherwise violates any applicable law, rule or regulation;

is misleading or fraudulent or that impersonates any person or entity or otherwise misrepresents Your affiliation with a person or entity;

contains any adware, spyware, viruses, corrupted data or other harmful, disruptive or destructive files;

targets children under 13; or

in the sole judgment of Placed is objectionable or which restricts or inhibits any other person from using or enjoying the Placed Site, the Application or the Services, or which may expose Placed or its users to any harm or liability of any type.

In addition, in connection with any Recruitment, Your use of the Software and Services or any other activities or actions in connection therewith, and without limiting any of Your other obligations under these Terms of Service or applicable law, You:

(a) shall comply with:

(i) these Terms of Service and all other guidelines and policies as published on the Placed Site or otherwise communicated to You from time to time, including Placed’s anti-spam policy,

(ii) all applicable Federal, State, local and international laws, rules and regulations, including the CAN-SPAM Act of 2003, and all other applicable laws, rules and regulations related to unsolicited commercial email messages, defamation, privacy, obscenity, advertising, intellectual property or child protective email address registries, and

(iii) all privacy policies or similar policies, procedures or terms which You have posted in connection with any Recruitment activities or other use of the Services or to which You otherwise may be bound;

(b) shall not use any Recruitment Tags or Recruitment Materials, send any communications or recruit Panelists in any manner that may be false, misleading, deceptive, fraudulent, or unlawful;

(c) shall not solicit or recruit children under 13, send or post any Recruitment Tags, Recruitment Pages or other Recruitment Materials that may be viewed as directed to, children under 13 , or take any other action that would cause the Children’s Online Privacy and Protection Act to become applicable to the Services;

(d) shall not impersonate any other person or entity, including Placed, or a Placed official, forum leader, guide or host, or falsely state or otherwise misrepresent User’s affiliation with any other person or entity;

(e) shall not interfere with or disrupt the Software or Services or servers or networks connected to the Software or the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Software or the Services;

(f) shall not engage in excessive usage of the Software or the Services, as determined by Placed in its sole discretion, including usage that adversely affects the speed, responsiveness, or functionality of the Software or Service, or disrupts the availability of the Software and the Services for other users;

(g) shall not attempt to damage, deny service to, hack, crack, reverse engineer, or otherwise interfere with the Software or the Services in any manner;

(h) shall not in connection with the Services or Recruitment engage in any intimidating, predatory or stalking conduct or violate the rights of others in any manner;

(i) shall not upload Recruitment Tags to message boards or newsgroups that are not relevant to the subject matter of the recruitment, or that prohibit such uploading without Placed’s prior written consent; and

(j) shall not use the Software or the Services to collect, process, or otherwise handle, "Protected Health Information" (as defined in 45 C.F.R. § 160.103) without Placed’s prior written consent.

You acknowledge and agree that Placed may cooperate with any governmental authority in connection with any investigation into Your use of the Site or the Services or Your Recruitment practices, including use in contravention of applicable laws, and may disclose any Content, and any other information pertaining to You or to Your use of the Site or the Services or Your Recruitment practices, to such governmental authority in connection with any such investigation.

You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such content originated. This means that You, and not Placed, are entirely responsible for all Content that You upload, post, e-mail or otherwise transmit via or in connection with the Service or any Recruitment. Placed does not control the Content accessible via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content.

Placed does not claim ownership of the Content You provide to Placed or post, upload, input or submit to any Placed Web Site or its associated services (collectively "Submissions"), except for any suggestions, comments, ideas or other feedback relating to Placed or the Services, in which You hereby assign all right, title and interest to Placed (the "Feedback"). However, by posting, uploading, inputting, providing or submitting Your Submission You are granting Placed, its affiliated companies and necessary sublicensees a perpetual, nonexclusive, royalty-free right and license to use and exploit Your Submission in any manner in connection with the operation of the Services or its other Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat Your Submission; and to publish Your name in connection with Your Submission.

No compensation will be paid with respect to the use of Your Submission, as provided in these Terms of Service. Placed is under no obligation to post or use any Submission You may provide and may remove any Submission at any time in Placed's sole discretion.

By posting, uploading, inputting, providing or submitting Your Submission You warrant and represent that You own or otherwise control all of the rights to Your Submission as described in this section including, without limitation, all the rights necessary for You to provide, post, upload, input or submit content and that the posting and use of such Submission as contemplated herein does not infringe upon or violate the rights or any third party.

INCENTIVES

This section governs if You offer an Incentive as part of the Recruitment process. You can provide Incentives to Panelists for Panelist Data at Your own cost. You will determine nature, eligibility, support, cost, and distribution of Incentives. This incentive can take the form of instant win promotion, coupon, achievement award, or any other promotion allowed to be offered as part of the Recruitment, subject to the prior approval of Placed.

By adding an Incentive to Your Recruitment, or publicizing, promoting, advertising an Incentive on Placed You agree to the following.

(i) You are solely responsible for ensuring that any Incentive complies with all applicable laws, rules, regulations, and industry rules and guidelines. You acknowledge that compliance with this Recruitment Incentives Policy does not imply compliance with all applicable laws. You are responsible for obtaining any necessary counsel in connection with Your Incentive.

(ii) You will not use Placed's name, trademarks, or any other of our intellectual property in association with the Incentive without our express written consent.

(iii) You will handle any personal information of Incentive participants that You receive from Incentive in accordance with the Official Rules of Your Incentive.

(iv) You are solely responsible for the tracking and distribution of any Incentives, for payment of the Incentive and for handling any complaints in connection with the Incentives.

The Recruitment Page must clearly and prominently explain the terms and conditions of Incentive offer, including what will happen if the Panelist's participation or the Application is terminated or discontinued for any reason, or if this agreement is terminated (whether by You or Placed), prior to the Incentive being earned. In the event that this agreement is terminated by either party, then with respect to any Panelists who have not earned their Incentive, You must at a minimum provide such Panelists with fair and reasonable compensation for their participation in the Panel through the date of such termination which would typically be a prorated portion of the Incentive where feasible.

When an Incentive has been earned, Placed may provide You with certain contact information or other personal information about a Panelist to enable You to deliver the Incentive to the Panelist or otherwise administer the Incentive. You may use such information solely for this purpose and You may not retain or use the information for any other purpose or share such information with any third parties. You further agree to take appropriate measures to protect the privacy and confidentiality of such information and the Analytics Data and not to attempt to connect such contact information to any of the Analytics Data or other information You may already have or that You may receive pursuant to the Services.

Incentives must not:

(i) be added to Your Recruitment unless You reside in the United States;

(ii) be open or marketed to individuals under the age of 13

(iii) be open or marketed to individuals residing in any jurisdiction other than the United States;

(iv) be marketed with the aim of promoting alcohol, gambling, tobacco, firearms, prescription drugs or pornography;

(v) offer an Incentive which includes (in whole or in part) alcohol, tobacco, dairy, firearms, prescription drugs, gasoline, or pornography;

(vi) offer an Incentive with an approximate retail value (ARV) of more than US$500 or a cash Incentive over US$500;

(vii) condition entry upon the purchase of a product, completion of a lengthy Recruitment or other task, or other form of consideration. Recruitments should not take longer than 15 minutes for a respondent to complete.

You must not add an Incentive to Your Recruitment if You do not meet the requirements above. Any publicity associated with the Incentive must be true and accurate, and must not mislead, deceive or otherwise misrepresent the Incentive or any other aspect of the Incentive. You will not directly or indirectly indicate Placed is a sponsor or administrator of the Incentive or is responsible or liable in any manner for the Incentive.

You will defend, indemnify and hold harmless Placed, Inc. and their respective subsidiaries, affiliates, officers, directors, employees and agents from and against all damages, losses, costs and expenses of any kind (including reasonable legal fees and costs) for any claim or cause of action related in any manner to the Incentive, including the publicity, administration or legality of that Incentive and the failure to deliver such Incentive.

Placed may remove or require You to remove any materials relating to Your Incentive, or suspend or cancel Your Incentive or account at any time and for any reason, including if Placed determines that You violated these Terms of Service, or if we believe that the continued marketing or administration of Your Incentive may be unlawful under applicable laws, regulations, industry rules or guidelines, or may cause an unreasonable risk of liability or harm.

Placed reserves the right to review and approve Your Incentive at any time, but we are under no obligation to do so, and You agree that You are solely responsible for such Incentives, including for the selection, description, legality, and payment thereof. Our failure to enforce any provision of these Terms of Service does not constitute a waiver of that provision.

The terms and rules relating to Incentives may be modified by us at any time without notice. You will be subject to the most current version of these Terms then in effect.

RECRUITMENT TAGS

Placed provides Recruitment Tags that enable Recruitment for You. Subject to Your compliance with the terms and conditions of these Terms of Service, Placed hereby grants You a limited, revocable, non-exclusive, non-sublicensable license to install, copy and use Your Recruitment Tags for Recruitment purposes. Any Affiliates may use Your Recruitment Tags, provided that You have the authority to bind, and do hereby bind, such Affiliate to the terms of these Terms of Service.

You agree not to use any Recruitment Tag to misrepresent Panelist Data. You agree not to tag with Recruitment Tags any adware or spyware inventory. You also acknowledge and agree that, notwithstanding anything to the contrary, Placed may use any technology, program, automated device or manual process to search or analyze Recruitment Tags for the purpose of confirming compliance with the Recruitment rules.

You agree that Placed does not control Recruitment, and cannot provide any guarantees regarding the quality of the Analytics Data provided under the Services.

NO WARRANTIES

THE SERVICES, THE SOFTWARE, THE RECRUITMENT TAGS, THE ANALYTICS DATA, AND THE REPORTS AND ANY THIRD-PARTY SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE PLACED SERVICES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS OR ANY KIND MADE BY PLACED AND/OR ITS SUBSIDIARIES AND AFFILIATES, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES, THE SOFTWARE, THE RECRUITMENT TAGS, THE ANALYTICS DATA, THE DOCUMENTATION AND THE REPORTS, INCLUDING NO WARRANTIES OF QUALITY, ACCURACY, RELIABILITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. PLACED DOES NOT WARRANT THAT THE SERVICES, THE SOFTWARE, THE RECRUITMENT TAGS, THE ANALYTICS DATA OR THE REPORTS WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SERVICES OR PROVISION OF THE ANALYTICS DATA WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THESE TERMS OF SERVICE AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

The data, information and services included in or available through the Services, including the Reports and the Analytics Data, may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Placed and/or its respective suppliers may make improvements and/or changes in the Services or Software at any time, with or without notice. Placed does not represent or warrant that the Services or the Analytics Data will be uninterrupted or error-free, that defects will be corrected, or that the Services, the Software or any other software on the Server are free of viruses or other harmful components. Placed does not warrant or represent that the use of the Services, the Reports or Analytics Data will be correct, accurate, timely or otherwise reliable. You specifically agree that Placed and its wholly owned subsidiaries shall not be responsible for unauthorized access to or alteration of the Panelist Data, Analytics Data or Reports.

You understand that when using the Services, the Panelist Data is collected from a variety of sources, and that Placed is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such location based data. You further understand and acknowledge that You may be exposed to location based data that are inaccurate, offensive, indecent or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against Placed with respect thereto.

Placed assumes no responsibility whatsoever in connection with or arising from Panelist Data or Analytics Data or Reports depicting Panelist Data or Analytics Data. You understand that whether or not such Panelist Data or Analytics Data is published, Placed does not guarantee any confidentiality with respect to any Panelist. Placed assumes no responsibility for actively monitoring Panelist Data or Analytics Data for incorrect activity. If at any time Placed chooses, in its sole discretion, to monitor Panelist Data or Analytics Data, Placed nonetheless assumes no responsibility for the content or accuracy of the Panelist Data or Analytics Data, no obligation to modify or remove any inappropriate Panelist Data or Analytics Data, and no responsibility for the conduct associated with the Panelist Data or Analytics Data. Nonetheless, Placed reserves the right to edit, restrict or remove Panelist Data or Analytics Data for any reason at any time without assuming any responsibility or liability therefore. Placed makes no warranties, express or implied, as to the accuracy, value or validity of the data, or the actions being taken as a result of the data.

You understand that Placed does not guarantee the Service will be operable at all times or make any promises or warranties of any kind regarding service levels or availability of the Services or the Analytics Data. Services may be interrupted for a variety of reasons, including without limitation (1) outages to any public Internet backbones, networks or servers, (2) failures of equipment, systems or local access services, (3) maintenance or (4) strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Placed (or its wholly owned subsidiaries) or Your servers are located or co-located.

INDEMNIFICATION

You agree to indemnify, hold harmless and defend Placed and its affiliates, independent contractors, service providers and consultants, and their respective directors, employees and agents, at Your expense, from and against any and all claims, actions, proceedings, and suits, liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) arising out of or relating to:

(i) The use, misuse or disclosure of any Analytics Data or Panel Data, including any location information by You or by any third party who acquired access to such data or information through You,

(ii) Any Content You post, send or transmit on or in connection with the Services, the Placed Site or any Recruitment Materials,

(iii) Your breach of any term or condition of these Terms of Service,

(iv) Your Recruitment activities, including the use of any Recruitment Tags, the Incentives offered or provided by You, or failure to pay or deliver any such Incentives, or Your other conduct in connection with Your use of the Services,

(v) Your violations of applicable laws, rules or regulations in connection with the Services and Software,

(vi) Any violation of the rights of any other person or entity by You, or

(vii) Your brand features.

In such a case, Placed will provide You with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. Placed reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You.

LIMITATION OF LIABILITY

IN NO EVENT WILL PLACED OR ITS AFFILIATES, OR SUBSIDIARIES, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICE), OR INCIDENTAL DAMAGES OR ANY KIND, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF PLACED AND/OR ITS SUBSIDIARIES AND AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU.

Placed's (and its affiliates or subsidiaries') total cumulative liability to You or any other party for any loss or damages relating to or resulting in any manner from the Services, the Placed Site, the Analytics Data or these Terms of Service shall not exceed U.S. $100.

PROPRIETARY RIGHTS NOTICE

All rights in and to Services, including the Software, the Recruitment Tags, the Panelist Data, the Analytics Data and the Reports are owned and retained solely by Placed and its licensors without restriction. Subject to the terms and conditions set forth in these Terms of Services, and payment of any applicable fees, You are granted a license to use the Services, including the Software, the Recruitment Tags, the Panelist Data, the Analytics Data and the Reports. Without limiting the generality of the foregoing, You agree not to (and to not allow any third party to): (a) sublicense, distribute, or use the Services outside of the scope of the License granted herein; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Software, the Analytics Data or the Reports or otherwise attempt to discover any source code or trade secrets related to the Services or the Software; (c) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without the express written consent of Placed; (d) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with Placed (or its wholly owned subsidiaries) other than in the name of Placed (or its wholly owned subsidiaries, as the case may be); or (e) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service.

TERMINATION

Either party may terminate this agreement at any time and for any reason.

Upon any termination or expiration, Placed will cease providing the Services, and You will delete all copies of Placed Recruitment Tags from all places and certify thereto in writing to Placed within three (3) business days of such termination. In the event of any termination (a) You will not be entitled to any refunds of any usage fees or any other fees, and (b) any (i) outstanding balance for Service rendered through the date of termination, and (ii) other unpaid payment obligations during the remainder of the Initial Term will be immediately due and payable in full, (c) all of Your historical report data will no longer be available to You unless a purchase or professional services agreement for the exchange and transfer of such data is entered into as a component of termination, and (d) You will pay any outstanding Incentives or prorated portions thereof, owed to any Panelists in accordance with the terms of Your Incentives.

MODIFICATIONS TO TERMS OF SERVICE AND OTHER POLICIES

Placed reserves the right to change or modify any of the terms and conditions contained in these Terms of Service or any policy governing the Service, at any time, by posting the new Terms of Service or policy to the site located at www.placed.com (or such other URL as Placed may provide). You are responsible for regularly reviewing the Terms of Service and other applicable policies. Placed may also provide You with notice of such changes by email, when You log onto the Placed Site or by other notification on the Placed Site. Your continued use of the Services after Placed has posted such new agreement or policy or provided You with such notice shall constitute Your consent to such revised terms.

MISCELLANEOUS; APPLICABLE LAW AND VENUE

Placed shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. These Terms of Service (including any amendment agreed upon by the parties in writing) represents the complete agreement between us concerning its subject matter, and supersedes all prior agreements and representations between the parties. If any provision of these Terms of Service is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms of Service shall continue in full force and effect. These Terms of Service shall be governed by and construed under the laws of the state of Washington State without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and Washington State law, rules, and regulations, Washington State law, rules and regulations shall prevail and govern. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in King County, Washington State.

The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to these Terms of Service. The Software is controlled by U.S. Export Regulations, and it may be not be exported to or used by embargoed countries or individuals.

Any notices to Placed must be sent to: Placed, Inc., 1205 Second Avenue Suite 220, Seattle, WA, 98101 USA, with a copy to Legal Department, via first class or air mail or overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. You may not assign or otherwise transfer any of Your rights hereunder without Placed's prior written consent, and any such attempt is void. The relationship between Placed and You is not one of a legal partnership relationship, but is one of independent contractors. These Terms of Service shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.

Recognizing the global nature of the Internet, You agree to comply with all local rules regarding online conduct and acceptable content. Specifically, You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which You reside and to comply with any other local laws affecting the transmission or posting of content or affecting the privacy of persons.