Terms of Service

Placense Ltd., its subsidiaries and affiliated companies (“Placense”, “we”, “our”, or “us”) welcomes you (the “User” or “you”) to our website at https://placense.com/ and any additional websites owned and operated by Placense (the “Site”) and any services, features and content downloadable or accessible from the Site, as well as to our proprietary location intelligence platform (the “Platform”) and any other Placense application, software, product, or service licensed, downloaded or otherwise accessed by you, whether through Placense or third party websites or sources (including, without limitation, through our software development kit (SDK) as integrated into mobile apps developed and operated by our third party partners(all collectively referred to herein as the “Services”, as further detailed below). These Placense Terms of Service (“Terms of Service”) are a binding agreement between you and Placense that governs your use of the Services.

By entering, connecting to, accessing or using the Services, you acknowledge that you have read and understood the following terms and conditions, including the terms of our Privacy Notice available at https://placense.com/privacy-notice/ (the “Privacy Notice”), which are incorporated into these Terms of Service by this reference. These Terms of Service and the Privacy Notice are referred to collectively as the “Terms.”  You agree to be bound by these Terms and to comply with all applicable laws and regulations regarding your use of the Services and you acknowledge that these Terms constitute a binding and enforceable legal contract between Placense and you.

Additional services provided by Placense, such as freemium or premium data analytics and footfall traffic indexes and associated platform tools enabling Users to view aggregated foot traffic information and data, shall also be subject to additional terms and conditions, as shall be provided in these Terms or separately in connection with such additional services. In such case such additional terms shall be considered as part of these Terms.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT, CONNECT, ACCESS, DOWNLOAD, OR USE THE SERVICES IN ANY MANNER. USE OF THE SERVICES IS VOID WHERE PROHIBITED.

By acceptance of the Terms, you represent that any and all information you provide us through the Services is true and accurate. The provision of any false or fraudulent information is strictly prohibited.

You further consent to receive communications from us electronically. We may communicate with you a variety of ways, such as by e-mail, in-app push notifications, or by notices and messages on the Site. You may revoke your consent to any individually targeted communications at any time.

  1. The Services

Placense provides location intelligence and analytics services providing insights on people’s movement, behaviour, and demographics in the outdoor world. Our Services use proprietary machine learning and anonymization algorithms to create granulated location insights that enable consumer-centric business decision-making based on aggregated and anonymized data sourced from diverse sources.

Placense’s Services provide Users with a platform and web services enabling Users to view consumer behavior and location-based metrics and analyses.

PLEASE NOTE: Placense integrates and collaborates with third party mobile app providers and other Third Party Services (as defined below), including through the use of its SDK, in order to provide its Services, using technology that can turn anonymized app data into usable business insights and augment statistically significant aspects of the consumer behavior while ensuring a high level of consumer privacy. Your use of such mobile apps or additional services, including Third Party Services, is subject to the terms of use of the third parties that provide such services, as further detailed in Section 8 below.

  1. Eligibility

You must be at least eighteen (18) years of age to use the Services. By agreeing to these Terms, you represent and warrant to us: (a) that you are at least 18 years of age; (b) if the User of the Services is under the age of 18 or is under the age of legal eligibility and capacity in the jurisdiction applicable to such User, you hereby confirm that you are the legal guardian of the User and both you and the User have read and agreed to these Terms and approved of the User’s continued use of the Service subject to these Terms; (c) that you have not previously been suspended or removed from the Services; and (d) that your use of the Services is in compliance with any and all applicable laws and regulations. Any use or access to the Services by anyone under the age of thirteen (13) is strictly prohibited and is in violation of these Terms.

If you are using the Services on behalf of an entity, organization, or company, you represent and warrant that you are an authorized representative, you have the authority to bind such organization to these Terms and you agree to be bound by these Terms on behalf of such organization. References herein to the word “you” includes you and such entity, organization, or company.

  1. User Representations and Undertakings

You represent and warrant at all times throughout your use of the Services, the Site and/or the Platform that: (a) you have full authority to agree to these Terms, and there is no restriction, limitation, contractual obligation or statutory obligation which prevents it from fulfilling its obligation under these Terms; (b) you are and will continue to be in compliance with all applicable laws, rules, and governmental (state, local, and community) and regulatory levies and requirements relating to it and the Services; (c) your use of the Services has not been previously blocked, suspended or terminated; (d) you do not authorize a third party to do any of the foregoing; and (e) you will not infringe or violate any of these Terms.

  1. Use Restrictions and Your Responsibilities

There is certain conduct which is strictly prohibited on and/or with respect to your use of the Services or any part thereof. Your failure to comply with the provisions set forth below may result (at Placense’s sole discretion) in the termination or suspension of your access to Services and may also expose you to civil and/or criminal liability.

You may not, whether by yourself or anyone on your behalf: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; (b) re-identify any anonymized or statistical data provided by Placense or interfere with or violate any other User or other third party’s right to privacy or other rights including intellectual property rights, or harvest or collect personally identifiable information about any Users of the Services without their express consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (c) modify, translate, or create derivative works based on the Services or any part thereof; (d) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party without Placense’s express prior written consent; (e) remove any proprietary notices or labels from the Services; (f) circumvent any security control or access mechanism of the Services; (g) sell, license, or exploit for any non-personal or commercial purposes any use of or access to the Services and/or use the Services in connection with any products, services, or activities that compete with Placense; (h) frame or mirror any part of this Site without Placense’s prior express written authorization; (i) create a database by systematically downloading and storing all or any of the content from the Services; (j) interfere with or disrupt the operation of the Services, or the servers or networks that host the Services, or disobey any requirements, procedures, policies, or regulations of such servers or networks; or (k) use the Services for any illegal, immoral or unauthorized purpose.

Although Placense has no obligation to monitor your use of the Services, Placense may do so and may prohibit any use of the Services it reasonably believes may be (or may be alleged to be) in violation of the foregoing restrictions.

  1. Feedback

In the event that you provide Placense with any suggestions, comments or other feedback relating to Site, the Platform and/or the Services (collectively, “Feedback”), such Feedback is deemed at the incipiency the sole and exclusive property of Placense and you hereby irrevocably assign to Placense all of its rights, title and interest in and to all Feedback, if any, and waives any moral rights to it (or anyone on its behalf) may have in such Feedback. Without derogating from the foregoing, User hereby represents and warrants that it shall not provide any Feedback which is subject to any third-party rights or any limitations, and, without derogating from the foregoing, shall promptly inform Placense as soon as it becomes aware of any third party right or limitation which may apply to Feedback already provided.

  1. Privacy Notice

Placense respects your privacy and is committed to protect the information you share with it. Our policy and practices and the type of information collected are described in our Privacy Notice available at https://placense.com/privacy-notice/. If you intend to connect to, access or use our Services you must first read and agree to the Privacy Notice.

  1. Proprietary Rights

The Services, the design, logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof, Placense’s proprietary software, algorithms and any and all intellectual property rights pertaining thereto, including, without limitation, inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the “look and feel” of the Services and any part thereof), specifications, methods, procedures, information, know-how, data, technical data, interactive features, source and object code, files, interface, GUI and trade secrets, whether or not registered and/or capable of being registered (collectively, “Intellectual Property”), are owned and/or licensed to Placesense, and are subject to copyright and other applicable intellectual property rights under Israeli laws, foreign laws and international conventions. You may not copy, distribute, display, execute publicly, make available to the public, emulate, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative  works  of  any  material  that  is  subject  to Placense’s  proprietary  rights,  including Placense’s Intellectual Property, either by yourself or by anyone on your behalf, in any way or by any means, unless expressly permitted in these Terms.

All logos and other proprietary identifiers used by Placense in connection with the Services (“Placense Trademarks”) are all trademarks and/or trade names of Placense, whether or not registered. All other trademarks, service marks, trade names and logos, which may appear on or with respect to the Services belong to their respective owners (“Third Party Marks”). No right, license, or interest to Placense Trademarks and/or to the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to Placense Trademarks or the Third Party Marks and therefore you will avoid using any of those marks, unless expressly permitted herein.

You are hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of Placense and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Services, and you represent and warrant that you will abide by all applicable laws in this respect. You are further prohibited from using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any of Placense marks and logos, whether registered or not.

In the course of using the Services, you may upload certain data (e.g., your user data) to the Services. Such uploaded data is referred to herein as “User Data.” You hereby grant Placense a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable right to use, modify, reproduce, distribute, prepare derivative works of, display and perform User Data (including all related Intellectual Property rights) in an aggregated and de-identified format (“Anonymized User Data”) in connection with the provision of the Services. You also hereby grant each User of the Services a non-exclusive license to access Anonymized User Data through the Services, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such Anonymized User Data as permitted through the functionality of the Services. For clarity, the foregoing license grant to Placense and Users of the Services does not affect your exclusive ownership of your User Data. Placense reserves the right to remove any User Data and/or Anonymized User Data from the Services at any time for any reason. You, not Placense, remain solely responsible for all User Data that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such User Data to Placense and to grant the rights to use such User Data as provided herein.

  1. Third Party Services

The Services may be linked to and/or through certain third party websites, mobile applications and other third party services (collectively, “Third Party Services”). Such Third Party Services are independent from our Services. You hereby acknowledge that Placense has no control over such Third Party Services, and further acknowledge and agree that Placense is not responsible for the availability of Third Party Services, and does not endorse nor is it responsible or liable for any goods, services, content, advertisements, products, or any materials available on and/or through such Third Party Services.

You further acknowledge and agree that Placense shall not be responsible or liable, directly or indirectly, for any damage or loss whatsoever caused, or alleged to be caused, by or in connection with use of or reliance on any goods, services, content, products or other materials available on or through any Third Party Services. Most Third Party Services provide legal documents, including terms of use and privacy policy, governing the use of each such Third Party Services, their contents and services. We encourage you to read these legal documents carefully before using any such Third Party Services.

  1. Third Party Components

The Services may use or include third party software, files and components that are subject to open source and third-party license terms (“Third Party Components”). Your right to use such Third Party Components as part of, or in connection with, the Services is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail only in connection with the related Third Party Components. These Terms do not apply to any Third Party Components accompanying or contained in the Services and Placense disclaims all liability related thereto. You acknowledge that Placense is not the author, owner or licensor of any Third Party Components, and that Placense makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components. Under no circumstances shall the Services or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source” or “publicly available” software.

  1. Additional Placense Services

Placense may, at its sole discretion, make certain additional products, features or services available to you from time to time in connection with the Services.

Footfall Index. As part of our SaaS offerings, Placense may make available through its Site a footfall analytics index (the “Footfall Index”) to Users of the Services. The freemium version of the Footfall Index is available through the Placense Site (www.placense.com) while premium versions of the Footfall Index are available through the Platform and require pre-registration of a User account. Subject to your continued compliance with these Terms, including without limitation the use restrictions of Section 4 above, Placense grants you a limited, non-transferable, non-assignable, royalty-free license to access and use the applicable version of the Footfall Index solely for your internal business purposes and not for any further commercialization. Placense reserves the right to change, modify or terminate the contents and/or functionality of the Footfall Index or any portion or feature thereof at any time at its sole discretion. The Footfall Index shall be considered a part of the Services.

  1. Availability

The Services’ availability and functionality depends on various factors, such as communication networks software, hardware, and Placense’s service providers and contractors. Placense does not warrant or guarantee that the Services will operate and/or be available at all times without disruption or interruption, that they will be immune from unauthorized access or will be error-free.

  1. Changes to the Services

Placense reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Services (or any part thereof) without notice, at any time and at its sole discretion. In addition, you hereby acknowledge that the content and features provided under the Services may be changed, extended in terms of content and form or removed at any time without any notice to you. Placense also reserves the right, upon notice to you, to designate the Services (or any feature or portion thereof) as premium and subject to additional cost. You agree that Placense shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services (or any portion thereof).

  1. Disclaimer of Warranties

USER ACKNOWLEDGES BY AGREEING TO THE TERMS HEREIN THAT PLACENSE (AND ITS AFFILIATES) PROVIDE NO WARRANTIES AS TO THE PERFORMANCE, CORRECTNESS, FUNCTIONALITY OR SUITABILITY OF THE SERVICES FOR ANY PARTICULAR PURPOSE. PLACENSE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE CONTENT AVAILABLE ON THE SERVICES. THE SERVICES (AND ANY PART THEREOF), INCLUDING WITHOUT LIMITATION THE FOOTFALL INDEX, AND ANY CONTENT, DATA AND INFORMATION RELATED THERETO, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON- INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

PLACENSE AND ITS AFFILIATES, INCLUDING ANY OF THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS, PARENT COMPANIES, SUBSIDIARIES AND OTHER AFFILIATES (COLLECTIVELY, “PLACENSE AFFILIATES”), JOINTLY AND SEVERALLY, DISCLAIM AND MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE USABILITY, ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF ANY CONTENT, DATA, RESULTS, OR OTHER INFORMATION OBTAINED OR GENERATED IN CONNECTION WITH YOUR OR ANY USER’S USE OF THE SERVICES.

PLACENSE DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS. PLACENSE MAY, AT ITS SOLE DISCRETION AND WITHOUT AN OBLIGATION TO DO SO, CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE AND MAKE ANY OTHER CHANGES TO THE SERVICES AT ANY TIME, OR DISCONTINUE DISPLAYING OR PROVIDING ANY CONTENT OR FEATURES WITHOUT ANY NOTICE TO YOU.

YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICES, INCLUDING USE OF AND/OR RELIANCE ON ANY DATA OR CONTENT AVAILABLE THROUGH THE SERVICES, IS  ENTIRELY, OR OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK.

  1. Limitation of Liability

IN NO EVENT SHALL PLACENSE AND/OR ANY OF THE PLACENSE AFFILIATES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT OF THE SERVICES, USE OR INABILITY TO USE THE SERVICES, FAILURE OF THE SERVICES TO PERFORM AS REPRESENTED OR EXPECTED, LOSS OF GOODWILL, DATA OR PROFITS, THE PERFORMANCE OR FAILURE TO PERFORM UNDER THESE TERMS, AND ANY OTHER ACT OR OMISSION OR BY ANY OTHER CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM THE CONDUCT OF ANY USERS AND/OR THIRD PARTY SERVICES.

NO ACTION MAY BE BROUGHT BY YOU FOR ANY BREACH OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. AS SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEN SUCH LIMITATIONS ONLY MAY NOT APPLY TO A USER RESIDING IN SUCH STATES.

SUCH LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR PLACENSE’S SERVICES TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF PLACENSE AND/OR ANY PLACENSE AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL PLACENSE’S CUMULATIVE LIABILITY TO YOU EXCEED AMOUNTS PAID BY YOU TO PLACENSE FOR USE OF THE SERVICES IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING ANY CAUSE GIVING RISE TO LIABILITY. IF YOU HAVE NOT MADE ANY PAYMENTS TO PLACENSE FOR THE USE OF THE SERVICES, THEN PLACENSE SHALL NOT HAVE ANY LIABILITY TOWARDS YOU.

  1. Indemnification

You agree to defend, indemnify and hold harmless Placense and any Placense Affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, fines, late fees, cancellation fees and expenses (including attorney’s fees) arising directly or indirectly from: (a) your use of the Services (or any part thereof); (b) breach of any term of these Terms by you; (c) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party which relates to your use of (or inability to use) the Services; (d) your violation of any third party intellectual property rights, privacy rights or other rights through your use of the Services or provision of information to the Services (including but not limited to obtaining consents from the requisite parties); and (e) your violation of any applicable law or regulation. Placense reserves the right, at your expense, to assume the exclusive defense and control of any indemnifiable matter and you agree to cooperate with Placense to defend such claims.

  1. Amendment of Terms

Placense may change the Terms from time to time, at its sole discretion and without any notice, including the Privacy Notice. Substantial changes of these Terms will be first notified on the Services and an email regarding such changes will be sent to the email address that is registered under your User account, if registered. Such substantial changes will take effect seven (7) days after such notice was provided. Otherwise, all other changes to these Terms are effective as of the date stated as “Last Updated” at the top of these Terms of Service, and your continued use of the Services after the Last Updated date will constitute acceptance of, and agreement to be bound by, those changes. Please note that in the event that the Terms should be amended to comply with any legal requirements, such amendments may take effect immediately and without any prior notice, as may be required by law.

  1. Termination of Service

At any time, Placense may block your access to our Services and/or temporarily or permanently limit, suspend or terminate your access to the Services, for any reason, at its sole discretion, in addition to any other remedies that may be available to Placense under any applicable law. Such actions by Placense may be taken if Placense deems that you have breached any of these Terms in any manner.

 

Additionally, Placense may at any time, at its sole discretion, cease the operation of our Services or any part thereof, temporarily or permanently, without giving any prior notice. You agree and acknowledge that Placense does not assume any responsibility with respect to, or in connection with the termination of our Services’ operation and/or loss of any data.

The following provisions shall survive the termination or expiration of these Terms: Section 1 (Eligibility); Section 3 (User Representations and Undertakings); Section 4 (Use Restrictions and Your Responsibilities); Section 5 (Feedback); Section 6 (Privacy Notice); Section 7 (Proprietary Rights); Section 8 (Third Party Services); Section 9 (Third Party Components); Section 13 (Disclaimer of Warranties); Section 14 (Limitation of Liability); Section 15 (Indemnification); Section 17 (Termination of Service); and Section 18 (General).

  1. General

These Terms do not, and shall not be construed to create any partnership, joint venture, employer- employee, agency, or franchisor-franchisee relationship between the parties hereto. Any claim relating to the Services or use of the Services will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Site, Platform and/or the Services or any part thereof will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the District of Tel Aviv, Israel. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under these Terms without Placense’s prior express written consent. Placense may transfer and assign any of its rights and obligations under these Terms without your consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. These Terms are the entire terms and conditions between you and Placense relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Placense. Notices to you may be made via email or regular mail. Our Services may also provide notices of changes to these Terms or other matters, by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

  1. Contact

If you have any questions (or comments) concerning these Terms, you are welcome to send us an email to the following address, and we will make an effort to reply within a reasonable timeframe:
[email protected].