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HomeMy WebLinkAboutPlacerAI 2024-10-21 COU No. 2425-126 T " Placenai PLACER LABS,INC. ORDER FORM City of Ukiah ("Customer") Placer Labs,Inc. ("Placer") Address: 300 Seminary Avenue Address: 440 N Barranca Ave.,#1277 Ukiah, CA 95482 Covina, CA 91723 Contact Person: Shannon Riley Contact Person Haylee Taylor Email: sriley@cityofukiah.com Billing Contact Person: Jason Tsui Phone: 707-463-6217 Billing Email*: billinggplacer.ai Billing Contact Email: sriley@cityofukiah.com Billing Phone*: 415-228-2444 ext 806 *Not for use for official notices. 1. Services. The services provided under this Order Form(the"Services") include: • Chain Report Expanded which displays chain-level demographic and psychographic data. • Access,via Placer Venue Analytics Platform("Placer's Platform"),to all major venues within the United States • Access is limited to 3 named users which are part of the City Manager's Office. User credentials, logins and Placer Data may not be shared with or used to support others. • Customer may not provide access to any third party agents acting on its behalf (including any consultants, contractors, or other agents of Customer)without prior written consent from Placer. Any such approved access may be subject to an additional fee pursuant to a written amendment to this Order Form • Access, via Placer's Platform, to reports, including Visits, Trade Areas, Customer Journey, Customer Insights, Dwell Times,and Visitation by Hour/Day • Actionable insights include: o Foot traffic counts and dwell time o True Trade Areas displaying frequent-visitors-density by home and work locations o Customers' demographics, interests, and time spent at relevant locations o Where customers are coming from and going to, and the routes they take o Benchmarking of Foot Traffic,Market Share,Audiences, and other key metrics o Competitive insights o Void Analysis Reports • Access to Xtra reports per ad hoc needs; in Excel,KML, Tableau, and other formats: Quarterly Maximum of 26 credits; Annual Maximum of 104 credits • Premier Customer Support o Regular meetings with Placer's Customer Success Team o Live,Virtual Training support as reasonably needed • Access to STI Demographics Bundle + Mosaic Data Set, and AGS CrimeRisk. The applicable Advanced Demographics and Psychographics are generated using the Input Datasets from the data vendors as set forth below: Description Input Datasets Used Po Stats STI Demographics Bundle Spending Patterns Workplace Market Outlook Ex erian Mosaic Mosaic Segmentation 1 AGS CrimeRisk I CrimeRisk • Access to additional data sets mentioned hereunder,via Placer's Marketplace initiative. The applicable data sets are generated using the Input Datasets from the data vendors as set forth below(such data vendors,the "Marketplace Vendors"): Description input Datasets Used Additional Data Set Events 2. Permitted Uses Customer may use Placer Data solely for the following purposes ("Permitted Uses"): (a) Customer may use Placer Data for Customer's internal business purposes; and(b) Customer may incorporate Placer Data into Research Data, as described and subject to the restrictions below. "Placer Data"means the data, information and materials accessible via the Services. "Research Data" means datasets and other materials created by Customer that result in any part from Customer's use of Placer Data: (a)Research Data may contain limited excerpts and discrete portions of Placer Data("Excerpts") so long as: (i)such Excerpts are only supportive of,and do not independently form a substantial part of,the Research Data;(ii)Research Data does not include full copies or substantial portions of Placer Data;and(iii)any such Research Data is distributed to no more than a limited number of Customer's clients and prospective clients and is not commercially or generally distributed; (b) The Customer may share Research Data with current and potential customers,and in marketing materials;provided that the Customer shall cite Placer as a provider of such information (for such purpose only,Placer grants Customer the rights to use the Placer.ai name and logo,provided that any such use of the Placer.ai name and logo must clearly indicate that Placer is the provider of data only, and is not involved in any analysis, conclusion, recommendation); and (c) Customer shall not, directly or indirectly, resell, distribute, sublicense, display or otherwise provide Placer Data to any third parties, except that Customer may display Placer Data as part of Research Data. No part of the Placer Data or Research Data may be used: (i)in connection with,or to enable development of machine learning,rules engines, or other similar automated processes; or(ii)to train third-party artificial intelligence ("AI") technologies, models, software, platforms or tools including, without limitation, ChatGPT, Bard and similar Al technologies. None of the Placer Data, or any part thereof, may be shared externally with any third-party Al technology service providers unless the third-party Al service providers are contractually prohibited from: (i)using the Placer Data to develop or improve the Al technology, (ii) storing any portion of the Placer Data; and (iii) redistributing any portion of the Placer Data to any third party. 3. Term and Termination. Initial Term: The initial term of this Order Form will begin as of the last signature date set forth below, and will continue for 36 consecutive months thereafter (the "Initial Term"). Each renewal or additional term, if any, is referred to as "Additional Term,"and the Initial Term and any Additional Terms are referred to collectively as the "Term." Additional Term: This Order Form shall continue on the same terms and conditions set forth herein for additional 12-month periods, if mutually agreed in writing by both parties (email would be sufficient). Termination: Either party may terminate this Order Form upon thirty(30) days' notice if the other party materially breaches any of the terms or conditions of this Order Form or the Agreement as defined below), and the breach CON-034179 2 remains uncured during such thirty(30)days. In addition,Placer may immediately suspend Customer's access to the Services, or terminate the Order Form, in the event of non-payment by the Customer or breach by Customer of any restrictions regarding usage of the Services. Post-Termination Rights and Obligations:(a)Upon any termination or other expiration of this Order Form all rights and licenses granted to Customer to use the Services and Placer Data shall cease; (b)Within ten(10)days after such termination or expiration, Customer will permanently delete or destroy all elements of Placer Data under its control; provided however, Customer shall not be required to immediately purge from its hard-copy, electronic or email files Placer Data that Customer accessed or otherwise used in compliance with the terms of this Order Form or the Agreement which are contained in such hard-copy,electronic or email files(the"Post-Termination Information"), so long as any Post-Termination Information is (i) solely retained for ordinary corporate systems backup, legal or regulatory purposes, (ii)not used, copied, distributed or displayed for internal research or marketing or for any other commercial purposes and (ii)ultimately deleted in accordance with Customer's data retention policy; and (c)upon request from Placer, Customer shall certify in writing its compliance with this provision 4. Fees. Fees for the 36-month Initial Term are $56,600. • Year 1 Fees are $17,600 and will be invoiced in full upon signing this Order Form • Year 2 Fees are $19,000 and will be invoiced 12 months after signing this Order Form • Year 3 Fees are $20,000 and will be invoiced 24 months after signing this Order Form Additional Terms of 12 months,if any, shall be paid within thirty(30)days of the invoice date. Invoice sent electronically to Customer's billing contact email via NetSuite. Customer shall pay the fees set forth above in this Order Form. Customer agrees that if any event occurs that will result in a material increase in Customer's usage of the Services(whether due to a merger or acquisition or otherwise), Customer will notify Placer in writing no later than thirty (30) days following the date of such event and Placer reserves the right to increase the Customer's Annual Fee accordingly. If such event consists of Customer's merger with or acquisition of another customer of Placer,the Annual Fee increase shall be in an amount no less than the pro- rated annual fee of such other customer. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law,whichever is lower,plus all expenses of collection. Customer is responsible for all applicable taxes arising directly from the Services other than U.S. taxes based on Placer's net income. If Customer believes that Placer has billed Customer incorrectly, Customer must contact Placer no later than sixty (60)days after the closing date on the first billing statement in which the error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to Placer's customer support department at support@placer.ai. Placer may increase the Fees any time following the Initial Term (but not more frequently than once in any twelve (12)month period).The amount of such annual increase will equal the greater of CPI or five percent(5%)per annum. All billing will be sent via electronic invoice to the Customer contact indicated above. Customer shall pay all fees within thirty(30) days of the invoice date. In the event of any termination, Customer will pay in full for the Services. CON-034179 3 5. Support. Placer will use commercially reasonable efforts to provide customer service and technical support in connection with the Services on weekdays during the hours of 9:00 A.M. through 5:00 P.M. Pacific Time, with the exclusion of federal holidays.For any such support,please contact us at support@placer.ai. 6. Mutual NDA. Each party(the "Receiving Party")understands that the other party(the"Disclosing Party")has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Placer includes, without limitation, non-public information regarding features, functionalities and performance of, and pricing for, the Services. The Receiving Party agrees: (i)to take reasonable precautions to protect such Proprietary Information,and (ii)not to use(except in performance of the Services or as otherwise permitted by the Agreement)or disclose to any third party any Proprietary Information. The foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in the possession of or known to the Receiving Party, prior to disclosure thereof by the Disclosing Party, without any restrictions or confidentiality obligations, (c) was rightfully disclosed to it, without any restrictions or confidentiality obligations, by a third party,(d)was independently developed without use of any Proprietary Information of the Disclosing Party, or(e)is required to be disclosed by law,provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement and reasonably cooperates with the Disclosing Party to limit or challenge such requirement. These provisions regarding Proprietary Information shall apply in perpetuity and shall survive any termination of the Order Form or the Agreement. CON-034179 4 7. Miscellaneous. Notices. All notices under the Order Form and the Agreement will be in writing and will be deemed to have been duly given (a) upon delivery by a recognized delivery service (e.g., FedEx) with delivery confirmation, (b) upon receipt, if sent by U.S. certified or registered mail,return receipt requested, or(c)when sent via email, if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Notices shall be sent to the addresses set forth in the Order Form, which addresses may be subsequently modified by written notice given in accordance with these provisions. Trial Offering. If Placer provides Customer with additional Services or Placer Data during the Term and identifies such Services or Placer Data as for evaluation or trial purposes only(a"Trial Offering"),access to the Trial Offering is permitted only during the period designated by Placer(or if not designated,30 days from receipt of access)("Trial Subscription Term"), unless the Trial Offering is earlier terminated as provided below. During the Trial Subscription Term,Customer may only use the Trial Offering for internal evaluation purposes and may not otherwise use or distribute the Trial Offering for any other purposes.Notwithstanding any provision included in this Order Form or the Agreement to the contrary, in respect of the Trial Offering Customer acknowledges and agrees that: (i) either parry may terminate the Trial Subscription Term immediately and without liability upon written notice to the other party; (ii) any Trial Offering is provided"as is"; (iii) Placer provides no warranty, service levels or indemnity for any Trial Offering and (iv) Placer's liability related to any Trial Offering will not exceed USD $100. Notwithstanding the foregoing, the Services and Placer Data provided in this Order Form is not considered a Trial Offering. Funding Failure Termination Right. If funds for continued payments under this Agreement by the Customer are at any time unavailable or are insufficient for the Initial Term or any Additional Term,through failure of any entity, including the Customer itself, to appropriate such funds, then the Customer shall, within ten (10) days of such determination, provide notice to Placer and both Placer and the Customer shall have the right to immediately terminate this Order Form without penalty or further payment by the Customer. Public Records Laws. Placer acknowledges that if Customer is subject to the applicable public records laws and regulations for California state ("Public Records Laws"), that all obligations imposed by this Agreement are subordinate to Customer's obligations under Public Records Laws.Notwithstanding the foregoing, Customer agrees that it will keep Placer's Proprietary Information (including any Placer Data) confidential in accordance with this Order Form and the Agreement unless otherwise required by applicable law, including Public Records Law. License Agreement Amendments. For the purposes of this Order Form only,the Agreement is hereby amended as follows: • If applicable law prohibits Customer from indemnifying Placer, then Section 5.b of the Agreement, beginning "Customer shall defend, indemnify and hold Placer harmless...",is hereby deleted in its entirety. • The third to the last sentence of Section 8 of the Agreement is hereby removed in its entirety and replaced with the following: "This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions." Promotional Use. Customer grants Placer the right to use Customer's company name and company logo,for Placer's promotional purposes. This Order Form is entered into by and between Customer and Placer effective as of the date of the last signature below. This Order Form and use of the Services are governed by, and Customer and Placer agree to, the License Agreement located at https://www.placer.ai/placer-license-agreement/ (the "Agreement"); provided, however, that in the event of any conflict between this Order Form and the Agreement, this Order Form shall control.Unless otherwise defined in this Order Form, capitalized terms herein have the same meaning as in the Agreement. CON-034179 5 "Customer" "Placer" City of Ukiah Placer Labs,Inc. By: Name: Sage Sangiacomo Name: Title: City Manager Title: Oct 21, 2024 Date: Date: CON-034179 6 Company Library Blog Free Tools Pricing License Agreement Last Updated:July 17,2022 This License Agreement(this"Agreement")is entered into by and between Placer Labs, Inc., a Delaware corporation ("Placer"), and the customer("Customer")listed on the order form (the"Order Form")entered into by and between Placer and Customer, effective as of the last signature date set forth on the Order Form (the "Effective Date"). Unless otherwise defined in this Agreement, capitalized terms herein have the same meaning as in the Order Form. 1. LICENSE Subject to the terms of this Agreement and the Order Form (including,without limitation, the payment of fees by Customer), Placer hereby grants to Customer a limited, non-exclusive, non-transferable, non- sublicensable license to access and use the Services(as set forth in the Order Form)solely for the Permitted Uses(as set forth in the Order Form). 2. RESTRICTIONS AND RESPONSIBILITIES 2.a Customer will not,directly or indirectly, or allow any third party to(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 Placer Data or any software, documentation or data related to the Services or Placer Data; (b)attempt to re-identify any anonymized, aggregated,deidentified, obfuscated, or statistical Placer Data, (c)modify,translate, or create derivative works based on Placer Data (except to the extent expressly set forth as Permitted Use in the Order Form), (d)share Placer Data with, or disclose Placer Data to, or use Placer Data for the benefit of, a third party(except to the extent expressly set forth as Permitted Use in the Order Form), (e)remove any proprietary notices or labels, (f)circumvent any security control or access mechanism for the Services or Placer Data, (g)perform systematic and/or bulk downloads of Placer Data, or web scraping of Placer Data/from the Services, or systematic API calling beyond the minimal amount needed for Permitted Uses, or attempt to reconstruct any portion of Placer Data or, (h)use the Services or Placer Data in connection with any products, services, or activities that compete with Placer., or(i)attempt to build a user profile for a given individual or device based on Placer Data, or attempt,facilitate,or encourage others to identify a given individual or user or reconstruct user profiles based on Placer Data. Customer shall not, directly or indirectly, resell,distribute, sublicense,display, or otherwise provide to third parties the Services or any Placer Data or any derivatives of Placer Data, except that Customer may display Placer Data as part of Research Data during the Term. For the avoidance of doubt, and without limiting any other restrictions or obligations set forth in this Agreement, Customer shall not use, license, sub-license or distribute Placer Data or any data derived from Placer Data,for any of the following purposes: (1)in connection with establishing eligibility for employment, health care, credit or insurance; (11)for making decisions solely by automatic means where the decision has a significant effect on the individual to whom the data relates; (111)for any unlawful tracking or unlawful surveillance purposes;or (IV)to market or sell to law enforcement agencies or to any governmental agency to be used for a law enforcement purpose. 2.b Customer represents, covenants, and warrants that Customer will use the Services and Placer Data and only in compliance with applicable laws and regulations. Furthermore, Customer will ensure all access to Placer("log in")shall be done using email addresses of Customer's email domain, and never any personal email addresses. Although Placer has no obligation to monitor Customer's access to and use of the Services or Placer Data Placer may do so and may prohibit any access or use it believes may be(or alleged to be)in violation of the foregoing. 2.c Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to,access or otherwise use the Services and Placer Data, including,without limitation, modems, hardware, servers,software, operating systems, networking,web servers and the like(collectively, "Access Equipment"). Customer shall also be responsible for maintaining the security of the Access Equipment, Customer account, passwords(including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Access Equipment with or without Customer's knowledge or consent. 2.d Customer shall maintain information security measures to safeguard Customer's Access Equipment and Placer Data in Customer's possession, including appropriate physical,technical, and organizational measures to ensure the security of such data. Such measures shall include, but not be limited to,the highest degree of care that Customer utilizes to safeguard its own sensitive data, which shall be no less than industry standard security measures in any event. 2.e Customer shall maintain accurate and complete records relating to its use of Placer Data during the Term and for a period of one(1)year thereafter. Placer or its designee(s)may, at any time upon not less than ten (10)business days'notice to Customer, examine such records of Customer(and its affiliates and contractors, if any are permitted to use Placer Data)related to Customer's and any such parties'use of Placer Data("Audit"). Customer will cooperate fully, and cause its affiliates and contractors to cooperate fully,with any such Audit(s)and will provide all records, data, documentation,and other information reasonably requested by Placer. The Audit(s)will be conducted during normal business hours,and at Placer's expense; provided however if such Audit reveals misuse of Placer Data by Customer,then Customer will bear the cost of such Audit, without limiting any other rights or remedies that Placer may have with respect to any such misuse of Placer Data. 3. PROPRIETARY RIGHTS 3.a Placer shall own and retain all right,title and interest in and to(a)the Services and Placer Data, and all improvements, enhancements or modifications thereto, (b)any software, applications, inventions or other technology developed in connection with supporting the foregoing, and (c)all intellectual property rights related to any of the foregoing. No licenses are granted by estoppel or by implication. 3.b Customer may provide feedback to Placer in respect of the Services or Placer Data. Feedback may include,without limitation, updates to or corrections of Placer Data(e.g., a retail store may have moved or may have been closed). Placer may use any such feedback to improve the Services or for other purposes, without any obligation to Customer. 3.c In the course of using the Services, Customer may upload data(e.g., Customer's customer data)to the Services. Such uploaded data is referred to herein as"Customer Data". Customer hereby grants Placer a nonexclusive,worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable right to use, modify, reproduce, distribute, prepare derivative works of, display and perform Customer Data (including all related intellectual property rights)in an aggregated and de-identified format("Anonymized Customer Data")in connection with the Services. Customer also hereby grants each user of the Services a non- exclusive license to access Anonymized Customer Data through the Services,and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such Anonymized Customer Data as permitted through the functionality of the Services. For clarity, the foregoing license grant to Placer and users of the Services does not affect Customer's ownership of Customer Data. Placer reserves the right to remove any Customer Data and/or Anonymized Customer Data from the Services at any time for any reason. Customer, not Placer, remains solely responsible for all Customer Data that Customer uploads, posts, emails,transmits,or otherwise disseminates using,or in connection with,the Services,and Customer represents and warrants that Customer possesses all rights necessary to provide such Customer Data to Placer and to grant the rights to use such Customer Data as provided herein. 4.WARRANTY AND DISCLAIMER 4.a Placer shall use reasonable efforts consistent with prevailing industry standards to provide access to the Services and Placer Data. Access may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Placer or by third-party providers, or because of other causes beyond Placer's reasonable control, but Placer shall use reasonable efforts to provide advance notice, by posting in the Services, email, or otherwise,of any scheduled service disruption. PLACER DOES NOT WARRANT THAT ACCESS TO THE SERVICES OR PLACER DATA WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR PLACER DATA. 4.b Placer Data shall not include(i)any personally identifiable data, including but not limited to, name,email address, address or any other personal identifier("Personal Data"), nor(ii)any sensitive data, including but not limited to Personal Data relating to social security numbers and other government identifiers, information relating to health or medical conditions, and information relating to sex life or sexual orientation, political opinions,and financial account numbers("Sensitive Data"). 4.c Placer represents and warrants that to its knowledge the Services and Placer Data do not infringe the intellectual property rights of any third party and comply with applicable laws and regulations. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 4,THE SERVICES AND PLACER DATAARE PROVIDED"AS IS"AND PLACER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,WARRANTIES OF MERCHANTABILITY AND FITNESS FORA PARTICULAR PURPOSE AND NON-INFRINGEMENT. PLACER DATAARE COMPILED BASED ON PROPRIETARY ALGORITHMS, AND PLACER DOES NOT WARRANT THAT ALL DATA SHALL BE COMPLETE AND ACCURATE. FURTHER, PLACER MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR PLACER DATA.Without limiting the foregoing disclaimer, Customer acknowledges and agrees that Placer Data consist of and represent the result of statistical inferences. Placer is not a backup service, and Customer is solely responsible for creating any backups of data provided by Placer. Placer is not responsible for decisions made by Customer based on Placer Data. 5. INDEMNITY 5.a Placer shall defend, indemnify and hold Customer harmless from liability to third parties resulting from infringement by Placer's provision of Placer Data of any United States patent or any copyright or misappropriation of any trade secret.The foregoing obligations do not apply with respect to any portions or components of Placer Data(i)that are created, compiled,or modified by any party other than Placer, (ii) combined with other products, processes,data, or materials where the alleged infringement relates to such combination, (iii)where Customer continues allegedly infringing activity after being notified thereof or after being informed of alternatives that would have avoided the alleged infringement, or(iv)where Customer's use of Placer Data is not strictly in accordance with this Agreement. If, due to a claim of infringement, Placer Data are held by a court of competent jurisdiction to be or are believed by Placer to be infringing, Placer may,at its option (a)obtain for Customer a license to continue using Placer Data or(b)terminate the Order Form and Customer's rights thereunder and provide Customer a refund of any prepaid, unused fees for Placer Data. 5.b Customer shall defend, indemnify and hold Placer harmless from liability to third parties, including any claims of government agencies or regulators, resulting from or arising out of either(a)the provision of any data by Customer not in compliance with applicable law, or(b)the use by or on behalf of Customer of any Placer Data not in compliance with applicable laws and regulations. 5.c The obligations of either party to provide indemnification hereunder is subject to the party seeking indemnification (a)providing the indemnifying party with prompt written notice of any claim, (b)providing the indemnifying party with sole control over the defense and settlement of the applicable claim and (c) reasonably cooperating with the indemnifying party in defending such claim. Subject to the foregoing,the indemnified party may be represented in any proceeding by counsel of its own choosing at its own expense. 6. LIMITATION OF LIABILITY IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THE ORDER FORM,THIS AGREEMENT,THE SERVICES OR PLACER DATA, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR NON-PAYMENT OF FEES, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE ORDER FORM,THIS AGREEMENT,THE SERVICES OR PLACER DATA OR FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY WILL NOT EXCEED THE FEES PAID TO PLACER UNDER THE ORDER FORM DURING THE PREVIOUS TWELVE(12)MONTHS PRECEDING ANY CLAIM GIVING RISE TO ANY LIABILITY HEREUNDER. NOTWITHSTANDING ANY OTHER PROVISIONS,THE FOREGOING LIMITATIONS WILL NOT APPLY TO BREACH OF CONFIDENTIALITY OBLIGATIONS OR BREACH OF LICENSING RESTRICTIONS. 7. EXPORT CONTROL Customer may not remove or export from the United States or allow the export or re-export of Placer Data, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control,or any other United States or foreign agency or authority. 8. MISCELLANEOUS This Agreement includes and incorporates Placer's privacy policy located at https://www.placer.ai/privacy- policy(the"Privacy Policy").The Order Form,the Privacy Policy, and all other referenced documents, if any,are integral parts of this Agreement. If any provision of this Agreement is found to be unenforceable or invalid,that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.This Agreement is not assignable,transferable or sublicensable by Customer except with Placer's prior written consent. Placer may transfer and assign any of its rights and obligations under this Agreement without consent.This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided. No agency, partnership,joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Placer in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement,the prevailing party will be entitled to recover costs and attorneys'fees.This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.This Agreement shall have the same Term as, and shall terminate or expire concurrently with,the Order Form.The following will survive any termination of this Agreement and Order Form: Sections 2.1,2.4, 2.5, 3.1, 3.2,4 through 8 of this Agreement. Ilacer.ai Location Analytics Industry Solutions Industry Tools Get to Know Us Resources CRE Beauty and Wellness About Us White Papers Retail Apparel Customers Webinars Restaurants Department Stores Events Guides Civic Electronic Stores Data for Good Success Stories CPG Quick Service Trust Center Blog Entertainment Fitness Press The Anchor Finance Grocery Careers Advertising Home Improvement Contact Us Healthcare Hotels Office Supplies Restaurants Superstores Inc. Terms of Service Privacy Policy Do not sell/share my personal data Company Library Blog Free Tools Pricing Irivacy Policy (Users of Platform )ervices) tst updated: June 24, 2024 This Privacy Policy describes how Placer Labs, Inc. ("Placer"or"we")collects, stores, uses and discloses information about users of our Platform Services. Our"Platform Services" means(i)the website located at http://placer.ai (the"Site"), (ii)any services, features, and content downloadable or accessible from the Site(for example, and without limitation,when you log in to your Account via the Site)and (iii)any other Placer application, software, product, or service licensed, downloaded or otherwise accessed by you,whether through Placer or third party websites or sources. This Privacy Policy(Users of Platform Services)(this"Privacy Policy")is incorporated into and is subject to our Terms of Use at https:Hplacer.ai/terms-of-service(the"Terms of Use"). By using the Platform Services,you agree to Placer's collection,storage, use and disclosure of your information as described in this Privacy Policy. If you disagree with anything in this Privacy Policy, please do not use the Platform Services. 1.WHO ARE"YOU"? We refer to"you"a lot in this Privacy Policy. As used in this Privacy Policy, "you" refer to"Placer Customers",which means direct users of Placer's Platform Services. Placer Customers may be users of our free analytics, retail stores, restaurants, brands, researchers, and advertising agencies,just to name a few examples. Users of the Site are also Placer Customers. We have a separate privacy policy relating to individuals who use mobile apps developed and operated by third parties from which Placer receives certain information and data(such individuals are referred to herein as"Consumers"). If you are a Consumer, please refer to that privacy policy at https://www.placer.ai/privacy-policy/consumer-privacy-policy/. 2. HOW DOES PLACER WORK? Placer's technology is deployed in many mobile apps and millions of devices. Placer's technology collects data, such as geolocation data,which is scrubbed of any identifiers such as MAIDs before being sent to Placer to protect the privacy of Consumers. Using aggregated data, Placer provides data analytics and actionable insights to Placer Customers. Such data analytics and actionable insights may include foot traffic patterns and Consumer preferences, among many other examples. 3. INFORMATION WE COLLECT If you are a Placer Customer,we may receive(a)information provided by you and (b)information that is automatically collected. (a)When you use the Platform Services,we may collect information that you provide through our lead-gen forms or when you register for an account,which may include your name,your company name,telephone number,email address, mailing address, billing and payment information, and your preferences. Other ways you may provide us information on the Platform Services include when you pay for the Platform Services, send us customer service questions or support requests,or when you upload your Customer Data as described in Placer's Terms of Service. (b)When you use the Platform Services,we may also automatically collect other information about you, such as IP address, browser type, domain names, referring website addresses,access times,web log data, and other event information. Such automatic collection of information may be enabled by cookies, pixels, or other tools. Please refer to the settings for your device,web browser, and operating system for more information on how to disable such tools and control your preferences. 3.2 Note about Personally Identifiable Information "Personally Identifiable Information", as the term is used in the United States, or "Personal Data"as referred to for individuals pursuant to the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2021 and the European Directives 95/46/EC and 2002/58/EC(EU General Data Protection Regulations Legislation, also known as GDPR)(hereinafter"PII"), is information relating to an identified or identifiable natural person. 4. HOW WE USE THE INFORMATION WE COLLECT We use the information collected from Placer Customers for our business, including,without limitation: 4.a To operate, maintain, enhance, and provide all features of the Platform Services; 4.b To provide support to Placer Customers; 4.c To understand and analyze the usage trends of Placer Customers; 4.d To improve the Platform Services,and to develop new products,services, features, and functionality. We may also use your email address or other information to contact you for administrative or customer service purposes, and to send other business communications to you, such as updates about our Platform Services. 5. INFORMATION DISCLOSURE We may disclose personal information collected from Placer Customers under the following circumstances: 5.a To Service Providers. We work with service providers to provide application development, hosting, maintenance, and other services for us. We may transfer, and these service providers may have access to or process information about you as part of providing those services for us. Generally,we limit the information provided to these service providers to that which is reasonably necessary for them to perform their functions, and we require them to agree to maintain the confidentiality of such information. 5.b To Comply with Laws. We may disclose information about you if required to do so by law or in the good-faith belief that such action is necessary to comply with laws, in response to a court order,judicial or other government subpoena or warrant,or to otherwise cooperate with law enforcement or other governmental agencies. 5.c To Protect Our Legal Rights.We also reserve the right to disclose information about you that we believe, in good faith, is appropriate or necessary to: (i)take precautions against liability; (ii)protect ourselves or others from fraudulent, abusive, or unlawful uses or activity; (iii)investigate and defend ourselves against any third party claims or allegations; (iv)protect the security or integrity of the Platform Services and any facilities or equipment used to make the Platform Services available;or(v)protect our property or other legal rights(including, but not limited to, enforcement of our agreements), or the rights, property, or safety of others. 5.d In Corporate Reorganizations. Information may be disclosed during due diligence or in preparation for or after an acquisition or merger, consolidation, change in control,transfer of substantial assets,financing, reorganization or similar corporate transactions with requirements for the receiving party to maintain the confidentiality of such information,or in the event of an insolvency, bankruptcy, or receivership in which information is transferred to one or more third parties as one of our business assets. 5.e To Analytics Providers.We use analytics services such as Google Analytics to collect and process certain analytics data.You can learn more about Google's practices by visiting https://www.google.com/policies/privacy/partners/.To help us understand how you use our Platform Services and to help us improve them,we automatically receive information about your interactions with our Platform Services, like the pages or other content you view,the searches you conduct, purchases you make, and the dates and times of your visits. 5.f In certain cases,for example,when you visit Placer's website in a non-logged- in state,we will place a tracker in your browser that allows us to show you Placer content on other websites. California and Virginia users can opt-out of this tracking here. 6. RETENTION When we collect Personal Data,we keep it for as long as we need it for the purpose for which it is being processed. For example,we will retain your email information for as long as the Platform Services are active or as needed to provide the Platform Services to you. After that,we will keep the Personal Data for a period which enables us to handle or respond to any complaints,queries or concerns relating to your use of our services. We retain the data we collect directly for targeting purposes for as little time as possible, after which we employ measures to permanently delete or de-identify the data. We will periodically review the Personal Data we hold and delete it securely when there is no longer a legal, business, or consumer need for it to be retained. 7.YOUR CHOICES You may, of course,decline to disclose certain information to us, in which case we may not be able to provide to you some of the features and functionality of the Platform Services. If you wish to access or amend any other PII we hold about you,you may contact us at privacy@placer.ai. Please note that while any changes you make will be reflected in our databases instantly or within a reasonable period of time,we may retain all information you submit for backups, archiving, prevention of fraud and abuse, analytics, satisfaction of legal obligations,or where we otherwise reasonably believe that we have a legitimate reason to do so. If you receive commercial email(e.g., promotions)from us,you may unsubscribe at any time by following the instructions contained within the email. You may also opt out from receiving commercial email from us by sending your request to us at privacy@placer.ai or by writing to us at the address at the end of this Privacy Policy. Please be aware that it may take up to ten (10)business days for us to process your request,and you may continue to receive commercial email from us during that period. Additionally, even after opting out from receiving commercial email from us, Placer Customers will continue to receive administrative messages from us regarding the Platform Services. Some of our advertising partners are members of the Network Advertising Initiative (https://optout.networkadvertising.org)or the Digital Advertising Alliance (https://optout.aboutads.info). If you do not wish to receive personalized ads, please visit their opt-out pages to learn about how you may opt out of receiving web-based personalized ads from member companies.You can access any settings offered by your mobile operating system to limit ad tracking, or you can install the AppChoices mobile app to learn more about how you may opt out of personalized ads in mobile apps. Under California law, California residents who have an established business relationship with us may choose to opt out of the disclosure of PII about them to third parties for such third parties'direct marketing purposes. Our policy is not to disclose PII collected online to any third party for direct marketing purposes without your approval. If you choose to opt-out at any time after granting approval, please email privacy@placer.ai. 8.THIRD PARTY SERVICES The Platform Services may be integrated with,or contain features or links to, mobile apps and services provided by third parties. Any information you provide on third party mobile apps and services is provided directly to the operators of such mobile apps and services and is subject to those operators'policies, if any, governing privacy and security. We are not responsible for the content or privacy and security practices and policies of such third parties. We encourage you to learn about third parties'privacy and security policies before providing them with information. 9. DATA SECURITY We use certain physical, managerial, and technical safeguards that are designed to improve the integrity and security of information that we collect and maintain. Please be aware that no security measures are perfect or impenetrable. We cannot and do not guarantee that information about you will not be accessed, viewed, disclosed, altered, or destroyed by breach of any of our physical,technical, or managerial safeguards. 10. CHILDREN'S PRIVACY The Platform Services are not directed to children under the age of 18. We do not knowingly collect any information at all from children under the age of 18. If you learn that a child has provided us with personal information in violation of this Privacy Policy,then you may alert us at privacy@placer.ai. 11. INTERNATIONAL TRANSFER We may transfer information that we collect about you to affiliated entities,or to other third parties across borders and from your country or jurisdiction to other countries or jurisdictions around the world. If you are located in the European Economic Area(EEA)or other regions with laws governing data collection and use that may differ from U.S. laws, please note that you are transferring information, including PII,to a country and jurisdiction that does not have the same data protection laws as your jurisdiction, and you consent to the transfer of information to the U.S. and the use and disclosure of information about you, including PII,as described in this Privacy Policy. 12. EUROPEAN ECONOMIC AREA AND CALIFORNIA APPENDICES If you are located in the European Economic Area(EEA), please further see Appendix A at the end of this Privacy Policy. If you are a California resident, please further see Appendix B at the end of this Privacy Policy. 13. CHANGES AND UPDATES TO THIS PRIVACY POLICY We may update this Privacy Policy from time to time. Please revisit this Privacy Policy periodically to stay aware of any changes. If we modify this Privacy Policy, we will make it available through the Platform Services, and indicate the date of the latest revision. In the event that the modifications materially alter your rights or obligations hereunder,we will make reasonable efforts to notify you of the change. For example,we may send a message to your email address if we have one on file, or generate a pop-up or similar notification when you access the Platform Services for the first time after such material changes are made. Your continued use of the Platform Services after the revised Privacy Policy has become effective indicates that you have read, understood and agreed to the latest version of this Privacy Policy. 14. DISPUTE RESOLUTION This Privacy Policy shall be governed by the laws of the State of California without regard to conflict of laws provisions. Any dispute, claim or controversy arising out of or relating to this Privacy Policy shall be subject to the dispute resolution provisions in our Terms of Use. 15. HOW TO CONTACT US Please contact us with any questions or comments about this Privacy Policy, information we have collected or otherwise obtained about you, our use and disclosure practices, or your consent choices by email to privacy@placer.ai or by physical mail to: Placer Labs, Inc. 440 N Barranca#1277 Covina, California 91723 USA Appendix A ADDITIONAL NOTICE - EUROPEAN ECONOMIC AREA Your Rights We respect your privacy rights and provide you with reasonable access and rights to the Personal Data, as this term is referred to for individuals located in the European Economic Area(EEA), pursuant to the European Directives 95/46/EC and 2002/58/EC (EU General Data Protection Regulations Legislation,also known as GDPR),that you may have provided through your use of the Platform Services. If you live in one of those countries, and wish to access,amend,delete,or transfer any Personal Data we hold about you,you may contact us as set forth in the"How to Contact Us"section in the Privacy Policy. You may update, correct,or delete your Personal Data and preferences at any time by request to us. Please note that while any changes you make will be reflected in active user databases instantly or within a reasonable period of time,we may retain all information you submit for backups, archiving, prevention of fraud and abuse, analytics, satisfaction of legal obligations,or where we otherwise reasonably believe that we have a legitimate reason to do so. You may decline to disclose certain Personal Data to us, in which case we may not be able to provide to you some of the features and functionality of the Platform Services. At any time,you may object to the processing of your Personal Data, on legitimate grounds, except if otherwise permitted by applicable law. If you believe your right to privacy granted by applicable data protection laws has been infringed upon, please contact us as set forth in the"How to Contact Us"section in the Privacy Policy. You also have a right to lodge a complaint with data protection authorities. Legal Basis for Processing Personal Data; Retention Placer will only collect and process Personal Data when we have lawful bases for doing so. These lawful bases include when you provide consent,when we have a contractual obligation to collect or process your Personal Data,and when we have a legitimate interest in processing your Personal Data. Transfers Where we transfer your Personal Data outside the EEA,we rely on approved standard EEA Model Clauses so these transfers are conducted in accordance with applicable laws and using adequate and appropriate safeguards. Appendix B SUPPLEMENTAL NOTICE FOR CALIFORNIA RESIDENTS Introduction;"Personal Information"under the CCPA This Appendix B supplements the information contained in our Privacy Policy above and applies solely to those of you who reside in the State of California. We adopt this supplemental notice to comply with the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act of 2020, (the"CCPA"). Any terms defined in the CCPA have the same meaning when used in this Appendix B, unless otherwise noted. Under the CCPA, "personal information"is information that identifies, relates to, describes,or is capable of being associated with a particular consumer or household. Personal information does not include: Publicly available information; Deidentified or aggregated consumer information;or Information excluded from the CCPA's scope, such as: • health or medical information covered by the Health Insurance Portability and Accountability Act of 1996 and the California Confidentiality of Medical Information Act or clinical trial data; or • personal information covered by certain sector-specific privacy laws, including the Fair Credit Reporting Act,the Gramm-Leach-Bliley Act or California Financial Information Privacy Act,and the Driver's Privacy Protection Act of 1994. Information We Collect The table below sets forth the categories of personal information that we have collected within the last twelve(12)months since this notice was last updated: Category Examples Collected from Placer Customers(As "Placer Customers" is defined in our Privacy Policy) Identifiers. A real name, unique personal identifier,online identifier, Internet Protocol address, email address, account name or other similar identifiers. Yes Personal A name,address,telephone information number, bank account categories number,credit card number, listed in the debit card number, or any California other financial information. Customer Records statute(Cal. Civ. Code§ 1798.80(e)). Yes Protected Age(40 years or older), race, classification color, ancestry, national characteristics origin, citizenship, religion or under creed, marital status, medical California or condition, physical or mental federal law. disability, sex(including gender,gender identity, gender expression, pregnancy or childbirth and related medical conditions), sexual orientation,veteran or military status, genetic information (including familial genetic information). No Commercial Products or services information. purchased, obtained, or considered,or other purchasing or consuming histories or tendencies. Yes Biometric Genetic, physiological, information. behavioral, and biological characteristics, or activity patterns used to extract a template or other identifier or identifying information, such as,fingerprints,faceprints, and voiceprints, iris or retina scans, keystroke, gait, or other physical patterns, and sleep, health, or exercise data. No Internet Browsing history, search history, or information on a consumer's similar interaction with a website, network application, or advertisement. activity. Yes Geolocation Physical location or data. movements. No Sensory Audio, electronic,visual, data. thermal, olfactory,or similar information. No Professional Current or past job history or or performance evaluations. employment- related information. No Non-public Education records directly education related to a student maintained information by an educational institution or (as defined party acting on its behalf, such in the as grades,transcripts, class Family lists, student schedules, Educational student identification codes, Rights and student financial information, Privacy Act or student disciplinary records. (20 U.S.C. Section 1232g, 34 C.F.R. Part 99). No Inferences Information reflecting a drawn from person's preferences, other characteristics, psychological personal trends, predispositions, information. behavior, attitudes, intelligence,abilities, and aptitudes. Yes Sensitive A consumer's social security, Personal driver's license,state Information identification card, or passport (Identifiers) number. No Sensitive Account log-in,financial Personal account,debit card,or credit Information card number in combination (Log-in and with any required security or Financial access code, password,or Information) credentials allowing access to an account. Yes Sensitive Geolocation data used to Personal locate a consumer within a Information geographic area that is equal (Precise to or less than the area of a Geolocation) circle with a radius of 1,850 feet. No Sensitive Racial or ethnic origin, Personal religious or philosophical Information beliefs, or union membership. (Group Membership) No Sensitive The contents of a Personal consumer's mail, email, and Information text messages unless the (Contents of business is the intended Communications) recipient of the communication. No Sensitive Personal Information (Genetic Data) No Sensitive Personal Information (Identifying Biometric Information) No Sensitive Personal Information (Personal Information Collected and Analyzed Concerning a Consumer's Health) No Sensitive Personal Information (Personal Information Collected and Analyzed Concerning a Consumer's Sex Life or Sexual Orientation) No Categories of Sources from Which Personal Information is Collected We obtain the personal information of Placer Customers listed above from the following categories of sources: directly from you (as described in Section 3.1(a)of the Privacy Policy, such as, without limitation,when you register for an account); and automatically when you interact with our Platform Services(as described in Section 3.1(b), such as,without limitation, as enabled by cookies, pixels, or other tools). Business or Commercial Purpose Which Personal Information Will Be Used Placer does not disclose personal information to any third parties, unless explicitly permitted in our Privacy Policy or with your consent. As described in more details in Section 4 of our Privacy Policy: We use the information collected for our business, including,without limitation,to operate, maintain,enhance, and provide the features of the Platform Services. We may also use your email address or other information to contact you for administrative or customer service purposes,and to send other business communications to you. Disclosing Personal Information As described in more details in Section 5 of our Privacy Policy,we may disclose the following categories of personal information to the following categories of third parties: Analytics Providers • Categories we disclose: Identifiers, Personal information categories listed in the California Customer Records statute(Cal. Civ. Code§ 1798.80(e)), Commercial information, Internet or similar network activity. Other Service Providers • Categories we disclose: Identifiers, Personal information categories listed in the California Customer Records statute(Cal. Civ. Code§ 1798.80(e)), Commercial information, Internet or similar network activity. When appropriate,we enter into contracts that describe the purpose of the disclosure and require the recipient to keep that personal information confidential. Sale and Sharing of Personal Information We may"sell'or"share"the following categories of personal information with the following categories of third parties. As used here,to"sell'means to disclose personal information to third parties for monetary or other valuable consideration, and "share" means to disclose personal information to third parties for cross-context behavioral advertising.These terms do not include,for example,the transfer of personal information as an asset that is part of a merger or other disposition of all or any portion of our business. Certain cross-context behavioral advertising vendors-categories we sell or share: Identifiers, Internet or similar network activity. We do not knowingly sell or share personal information associated with individuals under 18 years of age. Rights under the CCPA Access to Specific Information;Deletion; Correction; Opt-out If you are a California resident,you have the right to: Request that we disclose to you the following information covering the 12 months preceding your request: • the categories of personal information that we have collected about you; • the categories of sources from which the personal information was collected; • the business or commercial purpose for collecting personal information about you; • the categories of third parties to whom we disclosed personal information about you,the categories of personal information that was disclosed,and the purpose for disclosing the personal information about you (if we have made any such disclosures); and • the specific pieces of personal information we collected about you; and • Request that we delete personal information we collected from you, unless the CCPA recognizes an exception. Request that we correct inaccurate personal information that we maintain about you. Opt out of the"sale"or"sharing"of your personal information.You can find this control here. Exercising Your Rights To request access to your personal information or request deletion or correction, please submit a verifiable request through one of the following methods: Email: privacy@placer.ai; or Toll-free number: +1 (888)383 3424 Only you or a person authorized to act on your behalf may make a consumer request related to your personal information. You may only request a copy of your data twice within any 12-month period. The request must: Provide sufficient information to allow us to reasonably verify you are the person about whom we collected personal information or an authorized representative; and Describe your request with sufficient details to allow us to properly understand, evaluate, and respond to it. We cannot respond to your request or provide you with personal information if we cannot verify your identity or authority to make the request and confirm the personal information relates to you. We will only use personal information provided in a verifiable consumer request to verify the requestor's identity or authority to make the request. Response Timing and Format Our goal is to respond to a verifiable request within 45 days of its receipt. If we require more time,we will inform you of the reason and extension period in writing. Any disclosures we provide will cover only the 12-month period preceding the request. If applicable,the response we provide will also explain the reasons we cannot comply with the request. We will provide your personal information in a format that is readily usable and should allow you to transmit the information without hindrance. We will not charge a fee to process or respond to your request unless it is excessive or repetitive. If we determine that the request warrants a fee,we will provide you with the basis for that decision and a cost estimate before completing your request. Opt-Out Preference Signals You may also opt out of the "sale"or"sharing"of your personal information by turning on the Global Privacy Control(GPC)in participating browser systems. You will need to turn the GPC on for each browser you use. To learn more about the GPC, visit the Global Privacy Control website. Non-Discrimination We will not discriminate against you for exercising any of your rights under the CCPA, including if you are an employee, applicant, or independent contractor of our business. Unless permitted by the CCPA,we will not, because of your exercise of such rights: Deny you goods or services; Charge you different prices or rates for goods or services, including through granting discounts or other benefits, or imposing penalties; Provide you a different level or quality of goods or services; or Suggest that you may receive a different price or rate for goods or services or a different level or quality of goods or services. Changes to Our Privacy Notice We reserve the right to amend this privacy notice at our discretion and at any time. When we make changes to this privacy notice,we will notify you by email or through a notice on our website. Contact Information If you have any questions or comments about this notice,the ways in which we collect and use your personal information,your choices and rights regarding such use, or wish to exercise your rights under California law, please contact us at: Email: privacy@placer.ai;or Toll-free number: +1 (818)937-0444 Mailing address: Placer Labs, Inc.,440 N Barranca.,#1277, Covina, California 91723, USA Ilacer.ai Location Analytics Industry Solutions Industry Tools Get to Know Us Resources CRE Beauty and Wellness About Us White Papers Retail Apparel Customers Webinars Restaurants Department Stores Events Guides Civic Electronic Stores Data for Good Success Stories CPG Quick Service Trust Center Blog Entertainment Fitness Press The Anchor Finance Grocery Careers Advertising Home Improvement Contact Us Healthcare Hotels Office Supplies Restaurants Superstores Inc. Terms of Service Privacy Policy Do not sell/share my personal data