LAST REVISED 5-23-2012
Welcome to the Placed ("Placed", "We", "Our") mobile device software application (the "Software"), Web site, web widgets, feeds and applications for third-party Web sites and services, and any other mobile or web services or applications owned, controlled, or offered by Placed (collectively, the "Services"). Panelists, customers, users, and others who download, access, use, purchase and/or subscribe to the Placed Services (collectively or individually "You" or "Users") must do so under the following terms and conditions of use.
Placed Software application is designed to collect location based data on You via Your mobile phone. This data is referred to as "Panelist Data" and is utilized for reporting purposes to third parties.
Before using any Placed Services, please read carefully the following terms and conditions of service. By accessing, browsing and/or using the Placed Services, You acknowledge that You have read, understood, and agree to be bound by all consents and disclosures set forth in the Placed registration process (and hereby incorporated herein by this reference), all of the following terms and conditions, including any future modifications to this terms of service, and all guidelines (collectively, the "Agreement"). If You do not agree to this agreement, then please cease using the Placed services immediately.
All the Placed Services are available only for individuals aged 13 years or older with obtained consent from a parent or guardian, and in all other cases the Placed Services are available only for persons 18 years or older.
- If You are 13 or older but under the age of 18, then You agree to review these terms and conditions with Your parent or guardian to make sure that both You and Your parent or guardian understand and agree to this agreement.
- You agree to have Your parent or guardian review and accept this agreement on Your behalf through the Placed registration process.
- If You are a parent or guardian entering into this agreement for the benefit of a child over 13, then You agree to and accept full responsibility for that child's use of the Placed Service, including all financial charges and legal liability that he or she may incur.
PLACED RESERVES THE RIGHT TO REFUSE ACCESS TO ANY USER, FOR ANY REASON AND WITHOUT ANY NOTICE.
Placed analyzes the Panelist Data collected by our software on Your mobile device or web service or application, web site, web widget, feeds, and third-party web sites and services. Placed uses the panelist data to create reports for consumption by third parties under the terms of this agreement. If You do not want Your panelist data shared with third parties, uninstall the Placed Software. After uninstalling the software, Panelist Data will no longer be collected from You. Placed does retain the right to use any panelist data collected while the agreement was in effect.
You acknowledge and agree that Placed has been clear in its services, software, and use of panelist data, and entered into this agreement in reliance upon the warranty disclaimers and the limitations of liability set forth below. You further acknowledge and agree that the warranty disclaimers and the limitations of liability set forth in this agreement reflect a reasonable and fair allocation of risk between You and Placed, and that the warranty disclaimers and the limitations of liability set forth in this agreement form an essential basis of the bargain between You and Placed.
OWNERSHIP; PROPRIETARY RIGHTS
The Placed Software and Services are owned and operated by Placed. The Placed Software, content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, including, but not limited to, the mobile device applications, and all other elements of the Placed Services (collectively, the "Materials") are protected by United States copyright, trade dress, patent, and trademark laws, international laws and conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained in the Placed Software and Services are the property of Placed or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names displayed on the Placed Services are proprietary to Placed or its affiliates and/or third-party licensors. All Panelist Data collected via Software and Services is the sole property of Placed. Except as expressly authorized by Placed, You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.
You agree to pay any fees due for and incurred by Your use of the Placed Services. Any payments and fees for use of the Placed Services may be managed by Your mobile carrier or Placed. Please refer to Your mobile carrier's regular billing statement for charges related to the Placed Services and contact Your mobile provider directly with any questions or comments related to these fees. It is recommended that any device utilizing Placed Software and Services subscribe to an unlimited monthly data plan.
USAGE RULES; PROHIBITIED CONDUCT AND USES
YOU UNDERSTAND AND HEREBY ACKNOWLEDGE AND AGREE THAT YOU MAY NOT AND WARRANT THAT YOU WILL NOT:
- use the Placed Services or any location information displayed within the Placed Services to "stalk", harass, abuse, defame, threaten or defraud other Users, or collect, attempt to collect, or store location or personal information about other Users without their consent;
- use the Placed Services if You are under the age of 13 years old, or 18 years old where applicable;
- attempt to misdirect, mislead, or generate fake location based data as part of the data collection process for Panelist Data;
- fail to deliver payment for the Placed Software and Services;
- use the Placed Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy, rights of publicity, and import or export control;
- make unsolicited offers, advertisements, proposals, or send junk mail, to other Users of the Placed Services. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
- reverse engineer the Panelist Data to identify individuals in Panelist Data;
- impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Placed Services accounts of other Users;
- provide inaccurate personal data ;
- remove, circumvent, disable, damage or otherwise interfere with security-related features of the Placed Services, features that prevent or restrict use or copying of any content accessible through the Placed Services, or features that enforce limitations on use of the Placed Services;
- intentionally interfere with or damage operation of the Placed Services or any User's enjoyment of them, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code;
- provide unauthorized access to reporting on Panelist Data to third and forth parties who do not directly pay Placed for access;
- post, store, send, transmit, or disseminate any information or material which a reasonable person could deem to be objectionable, libelous, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate, regardless of whether this material or its dissemination is unlawful;
- post, store, send, transmit, or disseminate any information or material which infringes any patents, trademarks, trade secrets, copyrights, or any other proprietary or intellectual property rights;
- use the Placed Service in connection with hazardous environments requiring fail-safe performance or any application in which the failure or inaccuracy of that application or the Placed Services could lead directly to death, personal injury, or severe physical or property damage.
- attempt to gain unauthorized access to the Placed Services, or any part of it, other accounts, computer systems or networks connected to the Placed Services, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Placed Services or any activities conducted on the Placed Service;
- use any robot, spider, scraper or other automated means to access the Placed Software or Services for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Placed Services or modify the Placed Services in any manner or form, nor to use modified versions of the Placed Services, including (without limitation) for the purpose of obtaining unauthorized access to the Placed Services; or
- sell, transfer or allow another person to access Your account password, profile, or Placed Services account.
By installing the Software and agreeing to Service of providing Panelist Data to Placed, You hereby grant Placed a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, sub-licensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, publicly perform, publicly display, digitally perform, and otherwise exploit, for any purpose whatsoever, without compensation to You or any other provider, data in connection with the Placed Services and Placed's (and its successor's) business, including without limitation for promoting and redistributing part or all of the Placed Services (and derivative works thereof) in any media formats now known or hereafter developed, and through any media channels.
You understand that when using the Placed 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. You understand that whether or not such Panelist Data is published, Placed does not guarantee any confidentiality with respect to any Panelist. Placed assumes no responsibility for actively monitoring Panelist Data for incorrect activity. If at any time Placed chooses, in its sole discretion, to monitor Panelist Data, Placed nonetheless assumes no responsibility for the content of the Panelist Data, no obligation to modify or remove any inappropriate Panelist Data, and no responsibility for the conduct associated with the Panelist Data. Nonetheless, Placed reserves the right to prevent You from submitting Panelist Data and to edit, restrict or remove Panelist Data for any reason at any time. Any actions taken as a part of the Panelist Data is the sole responsibility of You, and Placed makes no warranties, express or implied, as to the validity of the data, or the actions being taken as a result of the data.
END USER LICENSES
To use the Placed Software You must have a mobile device that is compatible with the Placed Software and Services. Placed does not warrant that the Placed Software and Services will be compatible with Your mobile device.
- License Grant. Placed hereby grants You a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Placed Software as follows: You may use the Placed Software for one Placed Services Panelist account on one mobile device owned or leased solely by You.
- Restrictions. You may not: (i) modify, disassemble, decompile or reverse engineer the Placed Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Placed Software to any third party or use the Placed Software to provide time sharing or similar services for any third party; (iii) make any copies of the Placed Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Placed Software, features that prevent or restrict use or copying of any content accessible through the Placed Software, or features that enforce limitations on use of the Placed Software; or (v) delete the copyright and other proprietary rights notices on the Placed Software.
- Software Upgrades. You acknowledge that Placed may from time to time issue upgraded versions of the Placed Software, and may automatically electronically upgrade the version of the Placed Software that You are using on Your mobile device. You consent to such automatic upgrading on Your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades.
- Open Source. With respect to any open source or third-party code that may be incorporated in the Placed Software, such open source code is covered by the applicable open source or third-party EULA, if any, authorizing use of such code.
- Rights Reserved. The foregoing license grant under this Agreement is not a sale of the Placed Software or any copy thereof and Placed or its third party partners or suppliers retain all right, title, and interest in the Placed Software (and any copy thereof). Any attempt by You to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. Placed reserves all rights not expressly granted under this Agreement.
The Placed Software originates in the United States, and is subject to United States export laws and regulations. The Placed Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Placed Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Placed Software and the Placed Services.
TERMINATION FOR VIOLATIONS
You agree that Placed, in the good faith belief that You have violated any of the terms and conditions of this Agreement, may terminate any account or disable software (or any part thereof) You have with the Placed Software or Services or use of the Placed Software or Services and remove and discard all or any part of Your account, at any time. You further agree that Placed may terminate any part of the Placed Services if
- the partner with whom we offered the service to You has terminated its relationship with Placed,
- in Placed's opinion, the service is no longer commercially viable, or
- we are required to do so by law.
You agree that any termination of Your access to the Placed Services or any account You may have or portion thereof may be effected without prior notice, and You agree that Placed will not be liable to You or any third-party for any such termination. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of Your use of the Placed Software or Services may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Placed may have at law or in equity.
THE PLACED SOFTWARE, SERVICES AND ANY THIRD-PARTY SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE PLACED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. PLACED, AND ITS SUPPLIERS AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
PLACED AND ITS SUPPLIERS AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PLACED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLACED SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
PLACED, AND ITS SUPPLIERS AND PARTNERS (INCLUDING WITHOUT LIMITATION PLACED'S THIRD-PARTY WIRELESS CARRIER PARTNERS OR MOBILE DEVICE MANUFACTORERS) DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY LOCATION INFORMATION OR THE PLACED SERVICES IN TERMS OF SECURITY, SAFETY, CORRECTNESS, ACCURACY, RELIABILITY, AVAILABILITY, OR OTHERWISE. YOU (AND NOT PLACED OR ITS SUPPLIERS OR PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION RELATED TO THE PLACED SERVICES. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE PLACED SERVICES AT YOUR OWN DISCRETION AND RISK.
PLACED DOES NOT GUARANTEE THE ACCURACY, INTEGRITY OR QUALITY OF PANELIST DATA.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
You agree to indemnify, hold harmless and defend Placed and its wholly owned subsidiaries, at Your expense, 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:
- Your use or misuse of any location information,
- Use or misuse of any location information by a third party,
- Your breach of any term or condition of this Agreement,
- Your use of the Service and Software,
- Your violations of applicable laws, rules or regulations in connection with the Service and Software, or
- Any violation of the rights of any other person or entity by You,
- 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 AND DAMAGES
YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, WILL PLACED OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS (INCLUDING, WITHOUT LIMITATION, PLACED'S WIRELESS CARRIER PARTNERS AND WIRELESS DEVICE MANUFACTORERS) OR SUPPLIERS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, RELIANCE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES RELATED TO OR RESULTING FROM:
- THE USE, DISCLOSURE, DISPLAY, OR MAINTENANCE OF YOUR LOCATION INFORMATION;
- YOUR USE OR INABILITY TO USE THE PLACED SERVICES;
- THE PLACED SERVICES GENERALLY OR THE PLACED SOFTWARE OR SYSTEMS THAT MAKE THE PLACED SERVICES AVAILABLE; OR, EVEN IF PLACED OR A PLACED AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL PLACED'S (OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR THIRD-PARTY PARTNERS INCLUDING, WITHOUT LIMITATION, PLACED'S WIRELESS CARRIER PARTNERS' AND WIRELESS DEVICE MANUFACTORERS) TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE PLACED SERVICES (WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), WARRANTY, OR OTHERWISE EXCEED THE AMOUNTS PAID BY YOU FOR ACCESSING THE PLACED SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY SERVICES SOLD OR PROVIDED BY THIRD PARTIES OTHER THAN PLACED
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT PLACED'S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
MODIFICATION OF THIS AGREEMENT
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without giving effect to any principles of conflicts of law.
Jurisdiction. You agree that any action at law or in equity arising out of or relating to this Agreement or the Placed Services shall be filed only in the state or federal courts in and for King County, Washington and You hereby consent and submit exclusively to the personal jurisdiction of such courts for the purposes of litigating any such action. Either Placed or You may demand that any dispute or claim between Placed and You about or involving the Placed Services must be settled by arbitration utilizing an arbitrator of Placed’s choosing.
Severability, Waiver. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party's right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
Notices. You agree that Placed may provide You with notices, including those regarding changes to this Agreement, by email, regular mail or postings on the Placed Software and Services. Notice will be deemed given twenty-four hours after email is sent, unless Placed is notified that the email address is invalid. Alternatively, we may give You legal notice by mail to a postal address, if provided by You through the Placed Services. In such case, notice will be deemed given three days after the date of mailing. Notices posted on the Placed Services are deemed given and binding 30 days following the initial posting.
Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned or transferred by Placed without restriction.
Survival. Any and all provisions related to or regarding limitation of liability, disclaimers, and indemnification and Agreement hereby survive any termination of this Agreement or any termination of Your use of or subscription to the Placed Services.
Headings; Entire Agreement. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.
Claims. YOU AND PLACED AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE PLACED SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.