Data Partner Terms
Last Updated: November 20th, 2024
Corresponding Data Partner-specific Terms and Conditions appended to section 3.5 of Dewey's Terms and Conditions.
Definitions
“Sensitive Locations” means (a) medical facilities including, without limitation, doctors, hospitals, mental health professionals, physical therapy, treatment centers, care facilities, any substance abuse treatment center, any place associated with the exercise of reproductive rights such as an abortion clinic or Planned Parenthood location, (b) places of worship, (c) shelters such as domestic abuse and addiction recovery, (d) locations that provide services predominantly based on racial or ethnic origin, (e) locations that provide services to, or points of interest associated with LGBTQ+ people or communities, (f) locations of public gatherings of individuals during political or social demonstrations, marches, or protests, (g) individual’s residence, (h) labor union offices, (i) government buildings, and (j) other sensitive locations as defined by Applicable Privacy Laws.
SafeGraph
Users shall not use the licensed data for targeted advertising or attribution of individuals based on visits to any Sensitive Locations.
Users shall not use the licensed data for purposes of investing in financial instruments or in connection with any other financial service or use.
For uses of data that include certain places in the United Kingdom, visualizations that include park locations, transit, or geometry in parts of the Middle East, please see below:
(i) UK Places
The Licensed Data may include certain places in the UK (“UK Places”). This provision applies if the Licensed Data includes UK Places.UK Places are licensed pursuant to the terms in the Agreement. In addition, Licensee acknowledges that some of the UK Places were created using certain data (“UK Data”) provided by third parties. Licensee acknowledges that UK Data contains public sector information licensed under the Open Government Licence v3.0., is sourced in part from publicly available data, is provided on an “as is, as available” basis with all faults and defects, and neither SafeGraph, nor any third-party data providers make any warranties, express or implied, as to the merchantability and fitness for a particular purpose. Further, neither SafeGraph nor any third-party data providers are responsible for errors, omissions, miscalculations, or misrepresentations of value. Additional terms prescribed by SafeGraph’s third party suppliers referenced below or contained in any web sites or URLs referenced below (collectively, “UK Third Party Terms”) are expressly incorporated herein by reference and inure to the Agreement. By entering into the Agreement, Licensee hereby agrees to all UK Third Party Terms. Portions of UK Places may be derived from the following open data sources:
• Contains public sector information licensed under the Open Government Licence v3.0.
• © Historic England 2021. Contains Ordnance Survey data © Crown copyright and database right 2021. The Historic England GIS Data contained in this material was obtained on March 5th, 2021. The most publicly available up to date Historic England GIS Data can be obtained from HistoricEngland.org.uk.
(ii) Parks
The Licensed Data may contain park location data (“Park Data”) provided by The Trust for Public Land (“TPL”). This provision applies if the Licensed Data includes Park Data.Licensee understands and agrees, and will advise any third party to whom they provide access to any of the Park Data, that TPL is neither responsible nor liable for any viruses or other contamination of Licensee’s system arising from use of Park Data nor for any delays, inaccuracies, errors or omissions arising out of the use of the Park Data. Park Data is distributed and transmitted "as is" without warranties of any kind, either express or implied, including without limitation, warranties of title or implied warranties of merchantability or fitness for a particular purpose. TPL is not responsible for any claim of loss of profit or any special, direct, indirect, incidental, consequential, and/or punitive damages that may arise from the use of the Park Data. If Licensee or any person to whom Licensee makes the Park Data available are downloading or using the Park Data for any visual output, attribution for same will be given in the following format: "This [document, map, diagram, report, etc.] was produced using data, in whole or in part, provided by The Trust for Public Land."
(iii) Transit
The Licensed Data may include POIs that require attribution via the Community Data License Agreement - Permissive - Version 1.0 and the Apache License Version 2.0. In such cases, attribution is hereby given to the relevant Data Provider(s).
(iv) Geometry data in portions of the Middle East, Africa, and South East Asia
The licensed data may include POIs that require attribution via the Creative Commons 4.0 license. In such cases, attribution is hereby given to the relevant Data Provider(s).
Advan Research
Users shall not use the licensed data for targeted advertising or attribution of individuals based on visits to any Sensitive Locations.
Users shall not use the licensed data for purposes of investing in financial instruments or in connection with any other financial service or use.
pass_by
The platform end-users shall not:
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Licensed Data in any form or media or by any means except as permitted;
- attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Licensed Data;
- access all or any part of the Services in order to build a product or service which competes with the Licensed Data;
- use the Licensed Data to provide services to third parties;
- license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Licensed Data available to any third party; or
- attempt to obtain, or assist third parties in obtaining, access to the Licensed Data, other than as permitted by the Licensor.
Skupos/PDI Technologies
Users many not (i) copy, modify, or create derivative works of the Data, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Data; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source of the Data or methods used to compile the Data, in whole or in part; (iv) remove any proprietary notices included within the Data; (v) use the Data to set up or assist a business to compete with Licensor;(vi) directly or indirectly: (A) disclose, transfer or otherwise make available any Retailer information to any other person or entity, except to its employees who have a need to know such Retailer information who are aware of, and have agreed in writing to comply with, the obligations imposed by this Section; (B)notify or suggest to any Retailer that it is relying on any Data provided byLicensor (Skupos) hereunder; or (vi) use the Data in a manner that violates applicable law.
Any conclusions must be objective, focused on the Data and may not in any way disparage the individual CPG, Fuel or Retail brand products within the Data. Research shall not reveal or identify retailer or consumer names. Research cannot be related to, or used for, anti-trust litigation or analysis, or any other legal or litigation-related issue.
People Data Labs
Firm and company names cannot be published in any research unless written permission is granted by the Dewey and/or People Data Labs teams.
BP Environmental Solutions
Firm, company, and vendor names cannot be published in any research.
Veraset
Users shall not use the licensed data for targeted advertising or attribution of individuals based on visits to any Sensitive Locations.
Consumer Edge
License and Ownership
CEI grants Subscriber and the authorized users (as permitted in Dewey’s Terms and Conditions) a non-exclusive, limited, revocable (as set forth in Dewey’s Terms and Conditions), nontransferable, right to Use (as defined below) the Data. “Use” shall be defined as the right to, internally for Subscriber’s general purposes, access, copy, distribute, create derivative works (that do not identify the Data and are not a substitute for the Data) and use. All rights, title, and interest in and to the Data shall remain the sole and exclusive property of CEI and nothing shall be deemed to transfer or assign any right, title or interest in the Data to Subscriber except for the license as permitted hereunder. Subscriber shall use commercially reasonable measures to maintain secure access to the Data and prevent any unauthorized access. Additionally, Subscriber shall not be permitted to reverse engineer, disassemble, decipher, or decompile the Data or otherwise attempt to access, imitate, derive, discover, re-create or attempt to re-create the proprietary processes or proprietary material therein, in each case, by using the Data in such attempts.
Subscriber shall have the right to disclose Data to its directors, officers, employees, and agents who have a need to know the Data pursuant to the these CEI Terms; provided that Subscriber remain fully liable for their acts and omissions. Subscriber will not disclose the Data, in whole or in part, to any third parties without the prior written consent of CEI, email to suffice; except that Subscriber shall be permitted to publish externally to third party de minimis amounts of Data in connection with Subscriber’s existing business purposes and so long as the Data is properly identified as that of CEI and summary insights as provided in Dewey’s Terms and Conditions.
Provided Subscriber has a valid agreement with Dewey Data Inc. or a similar third party service (“Third Party Delivery”), Subscriber shall be permitted to receive the Data solely for the benefit of Subscriber via Third Party Delivery, provided that Subscriber acknowledges and agrees that (i) CEI is not an agent of such Third Party Delivery provider; (ii) all obligations of Subscriber in the Agreement apply to Subscriber access or use of the Data via Third Party Delivery; and (iii) except as set forth in these CEI Terms, CEI has no liability to Subscriber whatsoever for any Data used or accessed via Third Party Delivery and Subscriber holds CEI harmless in connection with Subscriber’s access or use of such Third Party Delivery.
Confidentiality
Each party will retain in confidence these CEI Terms, the terms and pricing of these CEI Terms and all other non-public, or confidential information, data, technology, and materials (including the Data, for CEI acting as the disclosing party) provided by or on behalf of the other party “Confidential Information”). Neither party will disclose the Confidential Information of the other to any third party except for those provided under these CEI Terms or use it for any purpose other than to carry out the activities permitted under these CEI Terms. Each party may only disclose the other’s Confidential Information to its employees, consultants, and agents who had a need to know in connection with the Agreement and who have agreed to obligations of confidentiality that are no less restrictive than the obligations in these CEI Terms (“Representatives”) and such party shall remain liable for the acts and omissions of such Representatives, Each party will use reasonable efforts, and in no event will those efforts be any less secure than the efforts it uses to protect its own similar information, to: (i) ensure that the other’s Confidential Information is protected; and (ii) prevent the unauthorized use or disclosure of such Confidential Information. Each party is responsible for the actions or inactions of its Representatives, with respect to use and disclosure of the other’s Confidential Information. The restrictions set forth in this paragraph will not apply to any information that: (a) was known by the receiving party without obligation of confidentiality prior to disclosure by the disclosing party; (b) was in or entered the public domain through no fault of the receiving party; (c) is disclosed to the receiving party by a third party legally entitled to make the disclosure without violation of any obligation of confidentiality; or (d) is independently developed by the receiving party without reference to any Confidential Information. To the extent that Confidential Information is required by applicable law or regulations to be disclosed, a receiving party may disclose such information after providing to the disclosing party, to the extent permitted by law, prompt notification of such request for disclosure for the purpose of challenging such request. The parties agree that any violation or threatened violation of this paragraph will cause irreparable injury to the disclosing party for which money damages would be an insufficient remedy, therefore the disclosing party will be entitled to seek injunctive relief, without the necessity of posting bond or proving actual damages, in addition to other appropriate legal remedies. Promptly upon the termination of expiration of these CEI Terms, the receiving party shall return and/or destroy its records of all Confidential Information in whatever form of the disclosing party. For any Data, Subscriber shall purge its records of all Data in whatever form and confirm such purging through an authorized officer. Upon the disclosing party’s written request, the receiving party shall confirm such return and/or destruction. Notwithstanding the foregoing, the parties agree that the receiving party may retain a copy of the Confidential Information to the extent: (a) required by applicable law, (b) required by the receiving party’s internal document retention and governance policies, (c) it would be unreasonably burdensome to destroy (such as archived computer records), or (d) except for the limited post-term use described in the Dewey Terms and Conditions; provided however that such retained Confidential Information shall remain subject to the obligations of confidentiality and non-disclosure hereunder.
Subscriber shall keep confidential any and all access credentials, including but not limited to individual user login credentials, usernames and passwords, provided by CEI in connection with the Data or any access thereto via CEI’s platforms and promptly notify CEI (email to suffice) of any breach of confidentiality related thereto or any unauthorized use or misuse of any such access credentials.
Representations and Warranties
CEI represents and warrants and covenants that: (i) it complies with all applicable laws and that there are no approvals from any governmental agency or authority which are required for the execution, delivery and performance by CEI of the Data; (ii) it has all rights required to permit Subscriber to use the products and services described herein free and clear of all liens, security interests, pledges, charges or other encumbrances; (iii) the products and services described herein shall materially conform with the documentation provided by CEI; (iv) it will not disclose to Subscriber any information that CEI knows or reasonably should know that the disclosure of the information by the direct or indirect source of the information breaches or breached any agreement or is material, non-public information, contract or duty to which the direct or indirect source was subject (including any information that is personally identifiable to any individual (including no “nonpublic personal information” as defined by the Gramm-Leach-Bliley Act, 12 USC 6809, and its implementing regulations, and no “personal data” as defined under the General Data Protection Regulation, 2016/679 (“GDPR”) and all national implementing legislation in the European Economic Area, the UK Data Protection Act 2018 and all other applicable data protection and privacy legislation in force from time to time in the United Kingdom, the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any other regulations, amendments and replacement legislation, binding decisions and guidance thereof)); (v) to the best of its knowledge, the products and services described herein do not contain any disabling devices or viruses that are intended to damage any system or data or could prevent Subscriber from using Subscriber’s system or data and that CEI shall use its commercially reasonable efforts to identify any viruses uploaded or placed in the Data; (vi) any information that CEI provides to Subscriber will be based on information from sources reasonably believed to be reliable and will not have been obtained through any act of misappropriation or unlawful means by any person; and (vii) CEI has adopted and implemented and monitors compliance with internal written compliance procedures that are reasonably designed to prevent the misuse and disclosure of material non-public information by CEI and its employees and consultants and CEI’s compliance group shall continually monitor and enforce such.
Disclaimer of Warranty; Liability
THE DATA IS PROVIDED ON AN “AS IS” BASIS. CEI DOES NOT WARRANT THAT THE DATA WILL MEET SUBSCRIBER’S NEEDS OR BE FREE FROM ERROR, OR THAT THE DELIVERY OF THE DATA WILL BE UNINTERRUPTED. SUBSCRIBER ACKNOWLEDGES THAT EXCEPT AS OTHERWISE PROVIDED HEREIN, ANY USE OR INTERRUPTION OF THE INFORMATION OBTAINED THROUGH THE CEI DATA IS SOLELY AND EXCLUSIVELY AT ITS OWN RISK. CEI shall not be liable for any decision or action taken by Subscriber based on the information available in the Data, except to the extent caused by CEI’s fraud, gross negligence or willful misconduct. In no event shall CEI be liable to Subscriber for lost profits, special or consequential damages, even if Subscriber, as applicable, has been advised of the possibility of such damages, except to the extent caused by either party’s fraud, gross negligence or willful misconduct. In no event will the aggregate liability of CEI arising out of or in connection with these CEI Terms (whether caused by breach of contract or tort (including negligence or breach of statutory duty or arising in any other way)) exceed the total Fees payable to CEI from Subscriber under the Agreement during the twelve (12) month period prior to the time at which the loss, cost claim or damages arose. The existence of multiple claims under or related to these CEI Terms will not enlarge or extend the limitation on money damages.
Indemnification
CEI will indemnify Subscriber against any third-party claim that the grant of a right to, or the access and use by, Subscriber and its users of the Data in accordance with the Agreement infringes valid intellectual propriety rights, and pay any final judgment awarded or CEI-negotiated settlement. CEI’s obligations under this Section are conditioned upon Subscriber providing CEI: (i) prompt written notice of any claim; (ii) sole and exclusive control over the defense and settlement of the claim; and (iii) such cooperation as CEI may reasonably request with respect to the defense or settlement of such claim. CEI will defend any claim with counsel of its own choosing and settle such claim as CEI deems appropriate. Subscriber may participate in the defense with counsel of its own choosing and its own cost and expense. Subscriber will not admit liability, take any position adverse or contrary to CEI, or otherwise attempt to settle any claim or action without the express written consent of CEI. If, in CEI’s sole opinion, an infringement claim may have validity, then CEI may modify the Data to make it non-infringing, procure any necessary license, or replace the affected item with one that is reasonably equivalent in function and performance. If CEI determines in its sole opinion that none of these alternatives are reasonably available, then CEI may terminate the Agreement, Subscriber will discontinue using the allegedly infringing Data and CEI will issue Subscriber a pro-rata refund of any Fees for such Data. This section states CEI’s entire liability and Subscriber’s sole and exclusive remedy for claims of infringement.