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EXHIBIT A
<br />LICENSE AGREEMENT
<br />This License Agreement (this "Agreement") is entered into by and between Placer Labs, Inc., a Delaware corporation
<br />("Placer"), and the customer ("Customer") listed on the order form (the "Order Form") entered into by and between
<br />Placer and Customer, effective as of the last signature date set forth on the Order Form (the "Effective Date"). Unless
<br />otherwise defined in this Agreement, capitalized terns herein have the same meaning as in the Order Form.
<br />I. LICENSE
<br />Subject to the terms of this Agreement and the Order Form (including, without limitation, the payment of fees by
<br />Customer), Placer hereby grants to Customer a limited, non-exclusive, non -transferable, non-sublicensable license
<br />to access and use the Services (as set forth in the Order Form) solely for the Permitted Uses (as set forth in the Order
<br />Form).
<br />2. RESTRICTIONS AND RESPONSIBILITIES
<br />2.a Customer will not, directly or indirectly, or allow any third party to (a) reverse engineer, decompile, disassemble
<br />or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms
<br />relevant to the Services or Placer Data or any software, documentation or data related to the Services or Placer Data;
<br />(b) attempt to re -identify any anonyrnized, aggregated, deidentified, obfuscated, or statistical Placer Data, (c)
<br />modify, translate, or create derivative works based on Placer Data (except to the extent expressly set forth as
<br />Permitted Use in the Order Form), (d) share Placer Data with, or disclose Placer Data to, or use Placer Data for the
<br />benefit of, a third party (except to the extent expressly set forth as Permitted Use in the Order Form), (e) remove
<br />any proprietary notices or labels, (f) circumvent any security control or access mechanism for the Services or Placer
<br />Data, (g) perform systematic and/or bulk downloads of Placer Data, or web scraping of Placer Data/from the
<br />Services, or systematic API calling beyond the minimal amount needed for Permitted Uses, or attempt to reconstruct
<br />any portion of Placer Data or, (h) use the Services or Placer Data in connection with any products, services, or
<br />activities that compete with Placer., or (i) attempt to build a user profile for a given individual or device based on
<br />Placer Data, or attempt, facilitate, or encourage others to identify a given individual or user or reconstruct user
<br />profiles based on Placer Data. Customer shall not, directly or indirectly, resell, distribute, sublicense, display, or
<br />otherwise provide to third parties the Services or any Placer Data or any derivatives of Placer Data, except that
<br />Customer may display Placer Data as part of Research Data during the Tenn. For the avoidance of doubt, and
<br />without limiting any other restrictions or obligations set forth in this Agreement, Customer shall not use, license,
<br />sub -license or distribute Placer Data or any data derived from Placer Data, for any of the following purposes: (I) in
<br />connection with establishing eligibility for employment, health care, credit or insurance; (II) for making decisions
<br />solely by automatic means where the decision has a significant effect on the individual to whom the data relates;
<br />(III) for any unlawful tracking or unlawful surveillance purposes; or (IV) to market or sell to law enforcement
<br />agencies or to any governmental agency to be used for a law enforcement purpose.
<br />2.b Customer represents, covenants, and warrants that Customer will use the Services and Placer Data and only in
<br />compliance with applicable laws and regulations. Furthermore, Customer will ensure all access to Placer ("log in")
<br />shall be done using email addresses of Customer's email domain, and never any personal email addresses. Although
<br />Placer has no obligation to monitor Customer's access to and use of the Services or Placer Data Placer may do so
<br />and may prohibit any access or use it believes may be (or alleged to be) in violation of the foregoing.
<br />2.c Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to
<br />connect to, access or otherwise use the Services and Placer Data, including, without limitation, modems, hardware,
<br />servers, software, operating systems, networking, web servers and the like (collectively, "Access
<br />CON-033523
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