PlaceSense Ltd., its subsidiaries and affiliated companies (“PlaceSense”, “we”, “our”, or “us”) welcomes you (the “User” or “you”) to our website at https://commercioscope.placesense.ai/ (the “Site”), a dedicated platform for the Italian market. The Site, along with any services, features and content downloadable or accessible from it, fall under our proprietary retail intelligence services ("Services").

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These Terms of Service are a binding agreement between you and PlaceSense that governs your use of CommercioScope and other 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://placesense.ai/privacy-notice/ (the “Privacy Notice”), which are incorporated into these Terms of Service by this reference.

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Additional services provided by PlaceSense, 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.

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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.

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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.

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PlaceSense provides location intelligence and analytics services providing insights on people’s movement, behavior, 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.

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PlaceSense’s Services provide Users with a platform and web services enabling Users to view consumer behavior and location-based metrics and analyses specific to the Italian retail market via the CommercioScope platform.

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Please note: PlaceSense 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.

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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.

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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.

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Your use of the CommercioScope platform and the Services are subject to certain restrictions. Your failure to comply with these restrictions may result in termination or suspension of your access to the Services and may expose you to civil and/or criminal liability. Please refer to our full terms and conditions at https://placesense.ai/terms-of-service/ for a detailed understanding of these restrictions.

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Disclaimers and No Warranties

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TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE SERVICES, INCLUDING WITHOUT LIMITATION ANY CONTENT, DATA AND INFORMATION RELATED THERETO, ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND PLACESENSE, INCLUDING ITS VENDORS, OFFICERS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS (COLLECTIVELY, "PLACESENSE'S REPRESENTATIVES"), DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THIS AGREEMENT CANNOT CHANGE.

PLACESENSE DOES NOT WARRANT (I) THAT USE AND OPERATION OF THE SERVICES IS OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (II) THAT PLACESENSE WILL CORRECT ANY ERRORS OR DEFECTS IN THE SERVICES, (III) AND/OR MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE SERVICES AND/OR CONTENT AVAILABLE THEREON OR THROUGH THE SERVICES (INCLUDING THAT THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS). PLACESENSE AND PLACESENSE'S REPRESENTATIVES DISCLAIM ALL WARRANTIES AND CONDITIONS THAT THE SERVICES, ITS SERVERS OR ANY E-MAIL SENT FROM PLACESENSE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

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Limitation of Liability

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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PLACESENSE, INCLUDING PLACESENSE'S REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTIONS RESULTING FROM OR ARISING OUT OF THE SERVICES, OR THE USE OR INABILITY TO USE THE SERVICES, FAILURE OF THE SERVICES TO PERFORM AS REPRESENTED OR EXPECTED, LOSS OF GOODWILL OR PROFITS, THE PERFORMANCE OR FAILURE OF PLACESENSE TO PERFORM UNDER THESE TERMS, AND OTHER ACT OR OMISSION OF PLACESENSE BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER PLACESENSE OR PLACESENSE'S REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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Indemnification

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You agree to defend, indemnify and hold harmless PlaceSense, including PlaceSense's Representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) your use, misuse of, inability to use and/or activities in connection with the Services; (ii) your violation of any of these Terms; (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party, in connection with your use of the Services; and (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Services. It is hereby clarified that this defense and indemnification obligation will survive these Terms.

Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.

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Amendments to the Terms

PlaceSense may change the Terms from time to time, at its sole discretion and without any notice, including the Privacy Notice. Substantial changes will be first notified on the Site and/or by sending you an e-mail regarding such changes to the e-mail address that is registered under your account. Such substantial changes will take effect seven (7) days after such notice was provided on any of the above mentioned methods. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Services after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.

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In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.

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Termination of your Account and the Services

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If you breach any of these Terms, PlaceSense shall have the right to suspend, disable, terminate your account or prevent your access to the Services, at its sole discretion and without prior notice to you. PlaceSense reserves the right to revoke your access and use of the Services at any time, with or without cause.

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In the event of account termination for any reason, the terms of this agreement will terminate, but the terms of the following sections will survive: Feedback, Proprietary Rights, Disclaimers and No Warranties, Limitation of Liability, Indemnification, and this section on Termination.

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PlaceSense will not be liable to you or any third party for termination of the Services or termination of your use of the Services. Upon any termination or suspension, any information (including User Data) that you have submitted to the Service may no longer be accessed by you. Furthermore, PlaceSense will have no obligation to maintain any information stored in our database related to your account or to forward any information to you or any third party.

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Any suspension, termination or cancellation will not affect your obligations to PlaceSense under these Terms (including but not limited to ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by PlaceSense without restriction or notification.

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Miscellaneous

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These Terms, together with the Privacy Notice at https://placesense.ai/privacy-notice/ and any other legal or fee notices provided to you by PlaceSense, shall constitute the entire agreement between you and PlaceSense concerning the Services, and supersedes any prior terms you received, if any. No waiver of any portion of the Terms by PlaceSense shall be effective unless explicitly set forth in writing and signed by PlaceSense. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of the Terms is held to be invalid by a court of competent jurisdiction, that provision will be enforceable to the maximum extent permissible, and the remaining provisions of the Terms will remain in full force and effect. Any cause of action or claim you may have with respect to PlaceSense or the Services must be commenced within one (1) year after the claim or cause of action arises. These Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with PlaceSense’s prior