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Home My WebLink AboutPano Ai 2023-08-08PRODUCT PILOT AGREEMENT This Product Pilot Agreement (this “Agreement”) is made as of June 30, 2023 (the “Effective Date”), between Pano AI, Inc., a Delaware corporation with a place of business at 3130 20th St., Ste 175, San Francisco, CA 94110 (“Vendor”) and City of Ukiah, a municipal corporation with a place of business at 300 Seminary Avenue, Ukiah, California 95482 (“Customer”) (each of Vendor and Customer, a “Party”; together, the “Parties”). 1. Evaluation of Products 1.1 Product License.Subject to all the terms and conditions of this Agreement, Customer has the right to use the products identified on Exhibit A (the “Products”) in accordance with the provisions of that exhibit and for the period specified on that exhibit (the “Evaluation Period”) for the sole purpose of evaluating the purchase of products and services from Vendor. If Customer does not elect to purchase products and services from Vendor, then Customer’s rights and obligations regarding the Products after the Evaluation Period are described in Exhibit A. 1.2 IP Ownership and Restrictions. Title to all patents, copyrights, trade secrets, and other proprietary rights in or related to the Products, related documentation, and all data generated by the Products (including all of their component parts) are and will remain the exclusive property of Vendor, and Customer hereby assigns to Vendor any rights it may have or obtain in these materials (including by means of Customer providing feedback on the Products during the Evaluation Period). Customer shall not copy, use, modify, or distribute the Products except as expressly stated in this Agreement. Customer shall not cause or permit the reverse-engineering, decompilation, disassembly, or other translation of any aspect of the Products. Customer shall not alter, change, or remove from the Products any identification, including copyright and trademark notices. 2. Disclaimers and Limitation of Liability 2.1 THE PRODUCTS AND ANY RELATED SERVICES ARE PROVIDED “AS IS,” AND VENDOR MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, AS TO ANY PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT, OR ANY MATTER WHATSOEVER. THE PARTIES DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT. 2.2 THE PRODUCTS ARE TOOLS FOR EMERGENCY MANAGEMENT PROFESSIONALS INTENDED TO PROVIDE INFORMATION TO SUPPORT THEM IN THEIR RESPONSIBILITIES. VENDOR DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT THE PRODUCTS PROVIDED UNDER THIS AGREEMENT CAN OR WILL DETECT EVERY THREAT. VENDOR DOES NOT ASSUME AND HEREBY DISCLAIMS RESPONSIBILITY FOR ANY RESULTS OR EFFECTS ARISING FROM CUSTOMER’S USE OF THE PRODUCTS. THREAT CONFIRMATION AND RESPONSE IS THE COMPLETE AND SOLE RESPONSIBILITY OF USERS (AND OTHER THIRD PARTIES) AND VENDOR IS NOT RESPONSIBLE FOR AND DOES NOT ASSUME ANY LIABILITY FOR FAILING TO DETECT ANY PARTICULAR THREAT, ANY INACCURATE DETECTION, OR ANY THREAT RESPONSES TAKEN BY CUSTOMER OR OTHERS. CUSTOMER ACKNOWLEDGES THAT (A) THE PRODUCTS ARE INTENDED TO BE A VISUAL AID FOR USE BY TRAINED EMERGENCY MANAGEMENT PROFESSIONALS; AND (B) USERS OF THE PRODUCTS SHOULD NEVER RELY SOLELY ON THEM IN MAKING DETECTION OR RESPONSE DECISIONS, BUT INSTEAD INTERPRET ALL AVAILABLE INFORMATION (OF WHICH THE OUTPUT OF THE PRODUCTS IS ONLY ONE ELEMENT) TO MAKE FINAL DECISIONS REGARDING THREAT DETECTION AND RESPONSE. 2.3 NEITHER PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING FOR DAMAGE TO PROPERTY, INJURY OR LOSS OF LIFE, EXCEPT TO THE EXTENT LIABILITY FOR PERSONAL INJURY OR DEATH CANNOT BE LEGALLY LIMITED, LOSS OF PROFITS, SAVINGS, REVENUE, OR USE, DAMAGED OR LOST FILES OR DATA, OR BUSINESS INTERRUPTION) IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER BASED IN CONTRACT, NEGLIGENCE, OTHER TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY) OR CHARACTERIZATION OF THE DAMAGES, EVEN IF THE PARTY SOUGHT TO BE HELD LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. VENDOR WILL NOT BE LIABLE FOR ANY DAMAGES FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY LIABILITY TO CUSTOMER RELATING TO THIS AGREEMENT, 1 COU 2223-215 REGARDLESS OF THE CAUSE OF ACTION (WHETHER BASED IN CONTRACT, NEGLIGENCE, OTHER TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY) OR CHARACTERIZATION OF THE DAMAGES. 2.4 CUSTOMER ACKNOWLEDGES THAT THE PROVISIONS FOR LIMITATION OF LIABILITY DESCRIBED IN THIS AGREEMENT FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND THAT VENDOR WOULD NOT BE WILLING TO ENTER THIS AGREEMENT WITHOUT THEM. THEREFORE, CUSTOMER AGREES TO THIS ALLOCATION OF RISK AND HEREBY WAIVES ANY RIGHT, THROUGH AMENDMENT, EQUITABLE RELIEF, OR OTHERWISE, TO SUBSEQUENTLY SEEK A MODIFICATION OF THESE PROVISIONS OR ALLOCATION OF RISK. 3. General 3.1 Governing Law.This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. 3.2 Assignment.Customer shall not assign or transfer, by merger, operation of law, or otherwise, this Agreement or any right or duty under this Agreement to a third party without Vendor’s prior written consent. Any purported assignment or transfer in violation of this Section is void. 3.3 Entire Agreement.This Agreement contains all the agreements, representations, and understandings of the Parties and supersedes any previous understandings, commitments, representations, or agreements, oral or written, with respect to the subject matter of this Agreement. No provision in a site license or other agreement between the Parties will be applicable to the Products. The terms of this Agreement will be the exclusive provisions governing any liability arising out of or related to Customer’s use of the Products. 3.4 Modification.This Agreement may not be modified or amended except in a written document signed by a duly authorized representative of each Party that expressly states the sections of this Agreement to be modified; no other act, usage, or custom will be deemed to amend or modify this Agreement. The Parties agree that any terms or conditions on any Vendor invoice or Customer purchase order in any way different from or in addition to the terms and conditions of this Agreement will have no effect and the Parties hereby reject those terms and conditions. Each Party hereby waives any right it may have to claim that this Agreement was subsequently modified other than in accordance with this Section. PANO AI, INC.City of Ukiah Signature Signature Name MIchael Golub Name Sage Sangiacomo Title VP, Finance & Strategy Title City Manager 2 Exhibit A PRODUCT EVALUATION Pano AI —Ukiah Valley Fire Authority (UVFA) Pilot SOW Pilot Scope –Summary (See detail on following pages) Data feeds ●Four (4)Pano Stations deployed on comms towers or other high vantage points. Suitable site locations will have: o Good visibility of the surrounding terrain (ideally 270+degrees of unobstructed views;less ideal but 180-270 degrees can also work) o 110v AC power (system uses 76W) o Wired ethernet connection (required bandwidth 2-3 Mbps,up to ~300 GB/month)OR adequate cellular service (AT&T,Verizon,TMobile) ●Suggested locations: Final locations are subject to site audits and mutual agreement with the customer Software &AI ●Unlimited licenses for Ukiah Valley Fire Authorities and other first responders to the Pano 360 web interface Pano 360 Functionality Included Support ●24/7 Pano Intelligence Center incident detection monitoring to remove false positive detections before alerting end users ●On-call software and hardware support Initial Attack Intelligence ●Triangulation or bearing can provide accurate location of ignition ●Topographic map overlay can provides strategic tactical information ●Clear view of landscape and slope can provide intelligence for safety zones and escape routes Ongoing Program management ●Initial training and user onboarding for UVFA personnel ●Quarterly new User training for UVFA personnel ●Access to a dedicated Pano Account Manager ●Ad Hoc business reviews to identify learnings,improvement opportunities,and feedback on the Pano 360 platform Installation Contractors ●Pano shall only use installation contractors who are registered with the California Department of Industrial Relations Public Worksess to a dedicated Pano Account Manager ●Pano shall share relevant contractor ’s registration number with Ukiah Valley Fire Authority before each site’s install Insurance ●Pano shall be compliant with Insurance requirements in Addendum titled “INSURANCE REQUIREMENTS FOR CONTRACTORS (with Construction Risks)” Term ●July 28th,2023 -July 31,2024 The target installation date is September 30th,2023,or earlier.In the event that any station has not gone live in Pano 360 by this date,the term of the contract for that station’s alerting will be extended by one day for each day past September 30th,2023 that the station first is available in Pano 360. ●AI alerting active season:June 1st -October 1st Investment ●$140K Payment Terms ●50%down payment upon contract signature,Net 30 Terms ●Final payment due when stations are installed and live on Pano 360