HomeMy WebLinkAboutContract 61971CSC No. 61971
FORT WORTH
CITY OF FORT WORTH
SOLE SOURCE PURCHASE AGREEMENT
This Sole Source Purchase Agreement ("Agreement") is entered into by and between
Clearview Al, Inc. ("Seller"), a Delaware for -profit corporation, and the City of Fort Worth
("Buyer"), a Texas home -rule municipal corporation, each individually referred to herein as a
"party" and collectively as the "parties."
The Agreement includes the following documents which shall be construed in the order of
precedence in which they are listed:
1. This Sole Source Purchase Agreement;
2. Exhibit A: Terms and Conditions;
3. Exhibit B: Conflict of Interest Questionnaire;
4. Exhibit C: Seller Contact Information; and
5. Exhibit D: Seller's Quote
Exhibits A, B, C, and D, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. Notwithstanding any language to the contrary, the parties stipulate
by evidence of the execution of this Agreement that the Terms and Conditions in Exhibit A shall
be applicable to the Agreement, and that if any provisions in Seller's Quote conflict with the City's
Terms and Conditions, or are prohibited by law, or otherwise conflict with any applicable rule,
regulation, or ordinance of the City, the City's Terms and Conditions shall control. The Amount
of this contract shall not exceed $100,000.00 for the purchase of the Products and Services
provided by Seller during any term.
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective party. Seller and Buyer have caused this Agreement to be
executed by their duly authorized representatives to be effective as of the date signed by the
Buyer's Assistant City Manager.
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
BUYER
CITY OF FORT WORTH
By: William Johnson (Sip 10, 202410:50 CDT)
Name: William Johnson
Title: Assistant City Manager
Date: Sep 10, 2024
APPROVAL RECOMMENDED:
By: RobertRobert Alp 10, 202410:47 CDT)
Name: Robert A. Alldredge, Jr.
Title: Executive Assistant Chief
ATTEST:
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BY: V dponn�ogaga
Name: Jannette S. Goodall
Title: City Secretary
SELLER
Clearview Al, Inc.
,jaiSm Lee
By: Jai -Sun Lee (Sep 5,202409:22 PDT)
Name: Jai -Sun Lee
Title: Chief Revenue Officer
Date: Sep 5, 2024
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
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By: Kathryn Agee- ow (Se 0, 2024 10:06 CDT)
Name: Loraine Coleman
Title: Administrative Services Manager
APPROVED AS TO FORM AND
LEGALITY:
By: �;--7 q
Name: Trey Qualls
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: None Required
Date Approved:
Form 1295 Certification No.: N/A
Z OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Exhibit A
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DEFINITION OF BUYER
For purposes of this Agreement, the term "Buyer" means and includes the City of Fort
Worth, its officers, agents, servants, authorized employees, vendors, and subcontractors
who act on behalf of various City departments, bodies, or agencies.
2.0 DEFINITION OF SELLER
For purposes of this Agreement, the term "Seller" means and includes Clearview Al, Inc.
its officers, employees or other providers of goods and/or services who act on behalf of
Clearview Al, Inc.
3.0 TERM
This Agreement shall begin on the date signed by the Buyer's Assistant City Manager
("Effective Date") and shall expire three (3) year from that date, unless terminated earlier
in accordance with this Agreement.
4.0 PUBLIC INFORMATION
Buyer is a government entity under the laws of the State of Texas and all documents held
or maintained by Buyer may be subject to disclosure under the Texas Public Information
Act. In the event there is a request for information marked by Seller as Confidential or
Proprietary, Buyer shall promptly notify Seller. It will be the responsibility of Seller to
submit to the Texas Attorney General's Office reasons objecting to disclosure. A
determination on whether such reasons are sufficient will not be decided by Buyer, but by
the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer may have a financial interest, direct or indirect, in any
contract with Buyer, or be financially interested, directly or indirectly, in the sale to Buyer
of any land, materials, supplies, or services, except on behalf of Buyer as an officer or
employee. Any willful violation of this section shall constitute malfeasance in office, and
any officer or employee found guilty thereof shall thereby forfeit his office or position.
Any violation of this section with the knowledge, expressed or implied, of the person or
corporation contracting with the City Council shall render the contract voidable by the City
Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter).
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6.0 ORDERS
6.1 No employees of the Buyer or its officers, agents, servants, vendors, or subvendors
who act on behalf of various Buyer departments, bodies, or agencies are authorized
to place orders for goods and/or services without providing approved contract
numbers, purchase order numbers, or release numbers issued by the Buyer. The
only exceptions are Purchasing Card orders and emergencies pursuant to Texas
Local Government Code Section 252.022(a)(1), (2), or (3). In the case of
emergencies, the Buyer's Purchasing Division will place such orders.
6.2 Acceptance of an order and delivery on the part of the Seller without an approved
contract number, purchase order number, or release number issued by the Buyer
may result in rejection of delivery, return of goods at the Seller's cost, and/or non-
payment.
7.0 INVOICES
7.1 Seller shall submit separate invoices, in duplicate, on each purchase order or
purchase change order after each delivery. Invoices shall indicate the purchase
order or purchase change order number. Invoices shall be itemized, and
transportation charges, if any, shall be listed separately. A copy of the bill of lading
and the freight waybill, when applicable, should be attached to the invoice. Seller
shall mail or deliver invoices to Buyer's department and address as set forth in the
block of the purchase order, purchase change order, or release order entitled "Ship
to." Payment shall not be made until the above instruments have been submitted
after delivery and acceptance of the goods and/or services.
7.2 Seller shall not include Federal Excise or State or City sales tax in its invoices. The
Buyer shall furnish a tax exemption certificate upon Seller's request.
7.3 Pavment. All payment terms shall be "Net 30 Days" unless otherwise agreed to in
writing. Before the first payment is due to Seller, Seller shall register for direct
deposit payments prior to providing goods and/or services using the forms posted
on the Buyer's website.
8.0 PRICE WARRANTY
8.1 The price to be paid by Buyer shall be that contained in Seller's proposals, which
Seller warrants to be no higher than Seller's current prices on orders by others for
products and services of the kind and specification covered by this agreement for
similar quantities under like conditions and methods of purchase. In the event Seller
breaches this warranty, the prices of the items shall be reduced to the prices
contained in Seller's proposals, or in the alternative upon Buyer's option, Buyer
shall have the right to cancel this contract without any liability to Seller for breach
or for Seller's actual expense. Such remedies are in addition to and not in lieu of
any other remedies which Buyer may have at law or in equity.
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8.2 Seller warrants that no person or selling agency has been employed or retained to
solicit or secure this contract upon an agreement or understanding for commission,
percentage, brokerage fee, or contingent fee, excepting employees of an established
commercial or selling agency that is maintained by Seller for the purpose of
securing business. For breach or violation of this warranty, Buyer shall have the
right, in addition to any other right or rights arising pursuant to said purchase(s), to
cancel this contract without liability and to deduct from the contract price such
commission, percentage, brokerage fee, or contingent fee, or otherwise to recover
the full amount thereof.
9.0 SAFETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards promulgated
by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA)
of 1970, as amended. In the event the product does not conform to OSHA standards, Buyer
may return the product for correction or replacement at Seller's expense. In the event Seller
fails to make appropriate correction within a reasonable time, any correction made by
Buyer will be at Seller's expense. Where no correction is or can be made, Seller shall refund
all monies received for such goods within thirty (30) days after request is made by Buyer
in writing and received by Seller. Notice is considered to have been received upon hand
delivery, or otherwise in accordance with the Notice to Parties Clause of this Agreement.
Failure to make such refund shall constitute a breach and cause this contract to terminate
immediately.
10.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
10.1 The SELLER warrants that all Deliverables, or any part thereof, furnished
hereunder, including but not limited to programs, documentation, software,
analyses, applications, methods, ways, and processes (each individually
referred to as a "Deliverable" and collectively as the "Deliverables") do not
infringe upon or violate any patents, copyrights, trademarks, service marks,
trade secrets, or any other intellectual property rights or other third -party
rights.
10.2 SELLER shall be liable and responsible for any and all claims made against
the Buyer for infringement of any patent, copyright, trademark, service mark,
trade secret, or other intellectual property rights by the use of or supplying of
any Deliverable(s) in the course of performance or completion of, or in any
way connected with providing the services, or the Buyer's continued use of the
Deliverable(s) hereunder.
10.3 The representations, warranties, and covenants of the parties contained in this
Agreement will survive the termination and/or expiration of this Agreement.
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11.0 TERMINATION
11.1 Non -Appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City Council in any fiscal period for any payments due hereunder,
Buyer will notify Seller of such occurrence and this Agreement shall terminate on
the last day of the fiscal period for which appropriations were received without
penalty or expense to Buyer of any kind whatsoever, except as to the portions of
the payments herein agreed upon for which funds have been appropriated.
11.2 Duties and Obligations of the Parties. Upon termination of this Agreement for any
reason, Seller shall only be compensated for items requested by the Buyer and
delivered prior to the effective date of termination, and Buyer shall not be liable for
any other costs, including any claims for lost profits or incidental damages. Seller
shall provide Buyer with copies of all completed or partially completed documents
prepared under this Agreement. In the event Seller has received access to Buyer
information or data, Seller shall return all Buyer provided information or data to
Buyer in a machine-readable format or other format deemed acceptable to Buyer.
Except as otherwise stated in the Seller's Terms of Service, in no event will the
Buyer receive a refund for any fees paid in advance for the Products and Services
regardless of the reason for the termination of the Agreement.
12.0 ASSIGNMENT / DELEGATION
No interest, obligation, or right of Seller, including the right to receive payment, under this
contract shall be assigned or delegated to another entity without the express written consent
of Buyer. Any attempted assignment or delegation by Seller shall be wholly void and
totally ineffective for all purposes unless made in conformity with this paragraph. Prior to
Buyer giving its consent, Seller agrees that Seller shall provide, at no additional cost to
Buyer, all documents, as determined by Buyer, that are reasonably necessary to verify
Seller's legal status and Seller's transfer of rights, interests, or obligations to another entity.
The documents that may be requested include, but are not limited to, Articles of
Incorporation and related amendments, Certificate of Merger, IRS Form W-9 to verify tax
identification number, etc. Buyer reserves the right to withhold all payments to any entity
other than Seller if Seller is not in compliance with this provision. If Seller fails to provide
necessary information in accordance with this section, Buyer shall not be liable for any
penalties, fees, or interest resulting therefrom.
13.0 WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in
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part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration, is in writing, and is signed by the aggrieved party.
14.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both
parties.
15.0 THE AGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise, the
Agreement between Buyer and Seller shall consist of these Standard Terms and Conditions
together with any attachments and exhibits. This Agreement is intended by the parties as a
final expression of their agreement and is intended also as a complete and exclusive
statement of the terms of their agreement. No course of prior dealings between the parties
or usage of trade shall be relevant to supplement or explain any term used in this
Agreement. Acceptance of or acquiescence in a course of performance under this
Agreement shall not be relevant to determine the meaning of this Agreement even though
the accepting or acquiescing party has knowledge of the performance and opportunity for
objection. Whenever a term defined by the Uniform Commercial Code (UCC) is used but
not defined within this Agreement, the definition contained in the UCC shall control. In
the event of a conflict between the contract documents, the order of precedence shall be as
stated in the second paragraph on the first page of this Agreement.
16.0 APPLICABLE LAW / VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the term
"Uniform Commercial Code" or "UCC" is used. It shall be construed as meaning the
Uniform Commercial Code as adopted and amended in the State of Texas. Both parties
agree that venue for any litigation arising from this contract shall be in Fort Worth, Tarrant
County, Texas. This contract shall be governed, construed, and enforced under the laws of
the State of Texas.
17.0 INDEPENDENT CONTRACTOR(S)
Except as otherwise states in the Seller's Terms of Service, Seller shall operate hereunder
as an independent contractor and not as an officer, agent, servant, or employee of Buyer.
Seller shall have exclusive control of, and the exclusive right to control the details of, its
operations hereunder and all persons performing same and shall be solely responsible for
the acts and omissions of its officers, agents, employees, vendors, and subcontractors. The
doctrine of respondeat superior shall not apply as between Buyer and Seller, its officers,
agents, employees, vendors, and subcontractors. Nothing herein shall be construed as
creating a partnership or joint enterprise between Buyer and Seller, its officers, agents,
employees, vendors, and subcontractors.
18.0 SEVERABILITY
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In case any one or more of the provisions contained in this agreement shall for any reason
be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision of this agreement, which agreement
shall be construed as if such invalid, illegal, or unenforceable provision had never been
contained herein.
19.0 FISCAL FUNDING LIMITATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal
period for payments due under this contract, then Buyer will immediately notify Seller of
such occurrence, and this contract shall be terminated on the last day of the fiscal period
for which funds have been appropriated without penalty or expense to Buyer of any kind
whatsoever, except to the portions of annual payments herein agreed upon for which funds
shall have been appropriated and budgeted or are otherwise available. Except as otherwise
stated in the Seller's Terms of Service, in no event will the Buyer receive a refund for any
fees paid in advance for the Products and Services regardless of the reason for the
termination of the Agreement.
20.0 NOTICES TO PARTIES
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants, or representatives, (2) delivered by facsimile with electronic
confirmation of the transmission, (3) via email to the address listed below, or (4) received
by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
TO BUYER:
City of Fort Worth
Attn: Purchasing Manager
100 Fort Worth Trail
Fort Worth, TX 76102
Facsimile: (817) 392-8654
CPD—Contracts@fortworthtexas.gov
With copy to Fort Worth City
Attorney's Office at same address
21.0 NON-DISCRIMINATION
TO SELLER:
Clearview Al, Inc.
Attn: Tina Honeycutt, Account
Executive
99 Wall Street #5730
New York, NY 1005
Phone: 980-334-4426
Legal-requests@clearview.ai
Seller, for itself, its personal representatives, assigns, subvendors, and successors in
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interest, as part of the consideration herein given, agrees that in the performance of Seller's
duties and obligations hereunder, it shall not discriminate in the treatment or employment
of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION
COVENANT BY SELLER, ITS PERSONAL REPRESENTATIVES, ASSIGNS,
SUBVENDORS, OR SUCCESSORS IN INTEREST, SELLER AGREES TO
ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND BUYER AND
HOLD BUYER HARMLESS FROM SUCH CLAIM.
22.0 IMMIGRATION AND NATIONALITY ACT
Seller shall verify the identity and employment eligibility of its employees who perform
work under this Agreement and complete the Employment Eligibility Verification Form
(I-9). Upon request by Buyer, Seller shall provide Buyer with copies of all I-9 forms and
supporting eligibility documentation for each employee who performs work under this
Agreement. Seller shall adhere to all federal and state laws and establish appropriate
procedures and controls so that no services will be performed by any Seller employee who
is not legally eligible to perform such services. SELLER SHALL INDEMNIFY BUYER
AND HOLD BUYER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SELLER,
SELLER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES.
Buyer, upon written notice to Seller, shall have the right to immediately terminate this
Agreement for violations of this provision by Seller.
23.0 HEALTH, SAFETY, AND ENVIRONMENTAL REOUIREMENTS
Services, products, materials, and supplies provided by the Seller must meet or exceed all
applicable health, safety, and the environmental laws, requirements, and standards. In
addition, Seller agrees to obtain and pay, at its own expense, for all licenses, permits,
certificates, and inspections necessary to provide the products or to perform the services
hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations
of this provision. Buyer shall have the right to immediately terminate this Agreement for
violations of this provision by Seller.
24.0 RIGHT TO AUDIT
Seller agrees that Buyer shall, until the expiration of three (3) years after final payment
under this contract or the final conclusion of any audit commenced during the said three
years, have the right to examine records necessary to ensure compliance with the terms of
the Agreement. This right shall be exercised at reasonable times and at no additional cost
to Buyer. Buyer may access their account, search history, and related records through the
export feature and the Administrator account provided by Seller. Buyer shall give Seller
reasonable advance notice of intended audits. The Buyer's right to audit, as described
herein, shall survive the termination and/or expiration of this Agreement
25.0 DISABILITY
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In accordance with the provisions of the Americans with Disabilities Act of 1990 (ADA),
Seller warrants that it and all of its subcontractors will not unlawfully discriminate on the
basis of disability in the provision of services to general public, nor in the availability,
terms, and/or conditions of employment for applicants for employment with, or employees
of, Seller or any of its subcontractors. Seller warrants it will fully comply with ADA's
provisions and any other applicable federal, state, and local laws concerning disability and
will defend, indemnify, and hold Buyer harmless against any claims or allegations asserted
by third parties or subcontractors against Buyer arising out of Seller's and/or its
subcontractor's alleged failure to comply with the above -referenced laws concerning
disability discrimination in the performance of this agreement.
26.0 DISPUTE RESOLUTION
If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty,
obligations, services rendered, or any warranty that arises under this Agreement, the parties
shall first attempt to resolve the matter through this dispute resolution process. The
disputing party shall notify the other party in writing as soon as practicable after
discovering the claim, dispute, or breach. The notice shall state the nature of the dispute
and list the party's specific reasons for such dispute. Within ten (10) business days of
receipt of the notice, both parties shall make a good faith effort, whether through email,
mail, phone conference, in -person meetings, or other reasonable means, to resolve any
claim, dispute, breach, or other matter in question that may arise out of or in connection
with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the
date of receipt of the notice of the dispute, then the parties may submit the matter to non-
binding mediation upon written consent of authorized representatives of both parties. If the
parties do not agree to mediation, or if the parties submit the dispute to non -binding
mediation but cannot resolve the dispute through mediation, then either party shall have
the right to exercise any and all remedies available under law regarding the dispute.
Nothing herein shall require the parties to submit disputes to mandatory arbitration. To the
extent that anything in this Agreement requires mandatory arbitration, City objects to those
terms and any such terms are hereby deleted from the Agreement and shall have no force
or effect.
27.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT
ISRAEL
If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this
section does not apply. Seller acknowledges that in accordance with Chapter 2271 of the
Texas Government Code, Buyer is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company
that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to
those terms in Chapter 2271 of the Texas Government Code. To the extent that Chapter
2271 of the Government Code is applicable to this Agreement, by signing this Agreement
Seller certifies that Seller's signature provides written verification to the Buyer that
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Seller: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the contract.
28.0 PROHIBITION ON BOYCOTTING ENERGY COMPANIES
If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this
section does not apply. Seller acknowledges that in accordance with Chapter 2276 of the
Texas Government Code, Buyer is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company
that it: (1) does not boycott energy companies; and (2) will not boycott energy companies
during the term of the contract. The terms "boycott energy company" and "company" shall
have the meanings ascribed to those terms in Chapter 2276 of the Texas Government Code.
To the extent that Chapter 2276 of the Government Code is applicable to this Agreement,
by signing this Agreement Seller certifies that Seller's signature provides written
verification to the Buyer that Seller: (1) does not boycott energy companies; and (2)
will not boycott energy companies during the term of this Agreement.
29.0 PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND
AMMUNITION INDUSTRIES
If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this
section does not apply. Seller acknowledges that in accordance with Chapter 2274 of the
Texas Government Code, Buyer is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company
that it: (1) does not have a practice, policy, guidance, or directive that discriminates against
a firearm entity or firearm trade association; and (2) will not discriminate during the term
of the contract against a firearm entity or firearm trade association. The terms
"discriminate against a firearm entity or firearm trade association" and "company" shall
have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code.
To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,
by signing this Agreement Seller certifies that Seller's signature provides written
verification to the Buyer that Seller: (1) does not have a practice, policy, guidance, or
directive that discriminates against a firearm entity or firearm trade association; and
(2) will not discriminate against a firearm entity or firearm trade association during
the term of this Agreement.
30.0 INSURANCE REQUIREMENTS
30.1 Coveraize and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
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$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Seller or its employees, agents, or
representatives in the course of providing services under this Agreement.
"Any vehicle" shall include any vehicle owned, hired, and non -owned.
(c) Workers' Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any
other state workers' compensation laws where the work is being performed
Employers' liability
$100,000 -
Bodily Injury by accident; each accident/occurrence
$100,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
30.2 General Requirements
(a) The commercial general liability and automobile liability policies
shall name Buyer as an additional insured thereon, as its interests may
appear. The term "Buyer" shall include its employees, officers, officials,
agents, and volunteers with respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of
Subrogation (Right of Recovery) in favor of Buyer.
(c) A minimum of thirty (30) days' notice of cancellation or reduction
in limits of coverage shall be provided to Buyer. At least ten (10) days'
notice shall be acceptable in the event of non-payment of premium. Notice
shall be sent to the Risk Manager, City of Fort Worth, 100 Fort Worth Trail,
Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at
the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of
A- VII in the current A.M. Best Key Rating Guide or have reasonably
equivalent financial strength and solvency to the satisfaction of Risk
Management. If the rating is below that required, written approval of Risk
Management is required.
(e) Any failure on the part of Buyer to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
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(f) Certificates of Insurance evidencing that Seller has obtained all
required insurance shall be delivered to the Buyer prior to Seller proceeding
with any work pursuant to this Agreement.
31.0 GOVERNMENTAL IMMUNITY
Nothing herein constitutes a waiver of City's governmental immunity. To the extent that
anything in this Agreement requires City to waive its rights or immunities as a governmental
entity, such provisions are hereby deleted and shall have no force or effect.
32.0 NO INDEMNIFICATION BY CITY
The Parties expressly acknowledge that the City's authority to indemnify and hold
harmless any third -party is governed by Article XI, Section 5 of the Texas Constitution, and any
provision that purports to require indemnification by the City is invalid. Further, nothing in this
Agreement requires that the City incur debt, assess or collect funds, or create a sinking fund.
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Exhibit B — CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Texas Local Government Code, any person or agent of a
person who contracts or seeks to contract for the sale or purchase of property, goods, or
services with a local governmental entity (e.g. The City of Fort Worth) must disclose in the
Questionnaire Form CIQ ("Questionnaire") any affiliation or business relationship that
might pose a conflict of interest with the local governmental entity. By law, the
Questionnaire must be filed with the Fort Worth City Secretary no later than seven days
after the date the person begins contract discussions or negotiations with the Buyer or
submits an application or response to a request for proposals or bids, correspondence, or
another writing related to a potential agreement with the Buyer. Updated Questionnaires
must be filed in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form
is also available at httos://www.ethics.state.tx.us/data/forms/conflict/CIO.Ddf.
If you have any questions about compliance, please consult your own legal counsel.
Compliance is the individual responsibility of each person or agent of a person who is
subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of any Conflict of Interest, provide Seller name in box #
1 and use "N/A" in each of the other areas on the form. However, a signature is
required in box #4 in all cases.
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CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
FORM CIQ
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tiled. See Secturl I76.00E1a-11. Lccal Guvernmeni Code.
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Clearview AI, Inc.
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L� completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally tiled questionnaire was incomplete or inaccurate-)
Name of local government officer about whom the Information is being disclosed.
N/A
Name of O Fi=er
Describe each employment or other business relationship with the local government officer, or a family member of the
officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIO as necessary.
A. Is the local government officer or a Iamity member of the oiticer receiving or likely to receive taxable income,
other than investment income, from the vendor?
71 Yes F7 No
B. Is the vendor receiving or likely to receive taxable income, other then investment income, From or at the direction
or the local government officer or a family member of the officer AND the taxable income is not re-eiv'ed from the
bra[ governmental entity?
E]Yes F_1 No
J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director, or holds an
ownership Interest of one percent or more.
J
J
ElCheck this box if the vendor has given the local government officer ora Ismily member of the officer one or more gifts
as described in Section 176.003(a),,,2)(B}, excluding gifts described in Section 176.003(a-t)-
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15
09/05/2024
Gate
Rev:-sed V1 2021
Exhibit C — SELLER CONTACT INFORMATION
Seller's Name: Clearview Al,
Inc.
Seller's Local Address: 99 Wall Street, #5730, New York, NY
10005
Phone: 949.402.7159
Fax:
Email:
invoicing@clearview.ai
Name of persons to contact when placing an order or invoice questions:
Name/Title Tina Honeycutt, Account Executive
Phone: 980-334-4426 Fax:
Email: tina.honeycutt@elearview.ai
Name/Title
Phone:
Email:
Name/Title
Phone:
Email:
,jar=Swr Lee
Jai -Sun Lee (Sep 5,202409:22 PDT) Jai -Sun Lee
Signature Printed Name
16
Fax:
Fax:
Sep 5, 2024
Date
EXHIBIT D - SELLER'S QOUTE
q ClearvieW A!
Clearview Al Order Form for
TX - City of Fort Worth, Police Department
CUSTOMER INFORMATION
Customer: TX - City of Fort Worth, Police Department
Address: 505 W. Felix St.,Fort Worth,TX76115817-392-4697
Billing Contact: Supplierinvoices@fortworthtexas.gov
Customer Billing If Customer has unique invoicing requirements, it must be attached prior to execution of this
Instructions: Agreement.
ADMINISTRATOR INFORMATION
The Administrator is responsible for monitoring, managing, and overseeing the activities of the agency and its users.
Full Name:
Ward Robinson
Title:
Lieutenant
E-mail:
Ward.RobinsonC fortworthtexas.gov
SUBSCRIPTION TERMS
Product: Clearview Search with Database
# of Sworn: Tier_1_ for 5 authorized users at TX - City of Fort Worth, Police Department
Initial Term Length: 36 months (invoiced annually)
Initial Term Start Date: Upon full execution of this agreement
Initial Term End Date: 36 months after full execution of this agreement
Renewal Term: At the expiration of the Initial Term End Date, the Agreement shall automatically renew for
successive one (1) year terms (each a "renewal term"), unless Customer or Clearview provides the
other party with no less than thirty (30) days' advance written notice prior to upcoming then
applicable expiration date of the Agreement. Customer notice not to renew shall be delivered to
renewals@clearview.ai and Clearview notice not to renew shall be sent to Customer at the
Administrator email outlined above.
PRICING INFORMATION
The parties agree that if Customer's subscription to the Clearview Services described herein automatically renews as allowed
under this Order Form, prior to any renewal term, Clearview will notify Customer of any changes to recurring Fees no later than
forty-five (45) day prior to the start of the renewal term.
RECURRING SERVICES
SKU QUANTITY (if applicable) LIST PRICE
CV1: Clearview Search - Pro 5 $36-,000
Total Recurring Fees $35-,989
ONE TIME PROFESSIONAL SERVICES
SKU QUANTITY (if applicable) LIST PRICE
PC2: Product Configuration n/a $_S,9A9
PT1: Product Training (Virtual 1 Hr to Train- n/a $500
the-Trainer,1 Session, Up to 15 Trainees)
Total One Professional Fees $§F999
PRICE TO SUBSCRIBER
$21,113
$21,113
PRICE TO SUBSCRIBER
$0
$0
$0
PAYMENT SCHEDULE
Oneflow ID 7972427 Page 1 / 12
Payment terms are Net-30. If Customer is required to terminate the Agreement due to lack of funding, as set forth in Section
5.1.4 of the Terms of Service, Customer must provide no less than ninety (90) days' advance written notice prior to the
commencement of Year 2, Year 3 and/or the renewal term, with notice sent to renewals@clearview.ai
PAYMENT DUE DATE
AMOUNT DUE
Year 1 Payment, due 2024
$21,113
Year 2 Payment, due 2025
$21,113
Year 3 Payment, due 2026
$21,113
Total Over Initial Term
$63,339
By signing this Order Form, electronically or physically, I agree to the Clearview Al Terms of Service and User Code of
Conduct, which can be found here: https://www.clearview. a i/terms-of-se rvice
This order form, ("Order Form"), including any exhibits attached to it, is an agreement between Clearview Al, Inc. ("Clearview") and the customer
listed above ("Customer" or "You"). It becomes effective when You sign it. By signing, You agree this order form is subject to Clearview's Terms of
Service ("Terms"). The Terms become effective for You and Your Users either when You first start using Clearview's Services or Products, whether
through a free trial or paid subscription, or when You make a payment under this order form, whichever is earlier. The Terms govern Your access to
and use of Clearview's Services and Products. If You and Clearview execute a separate written agreement that modifies the Terms, that separate
agreement will override the Terms where there is any conflict. Clearview may suspend Your access unless and until it receives payment from You.
Clearview Al - W9 - 2024.pdf (6pages, appended below)
r Download 71E3BEDD869CAEF957E9COA497570330736C08F18A68CFOC2295AB214223FB85
Clearview Al Sole Source Affidavit 2024.pdf (3 pages, appended below)
r Download D9DFD58E28A692E95D7DSA8D8BADA9OD58C1FO81E9643A25OD7292E7FBE5C3DD
Oneflow ID 7972427 Page 2 / 12
CLEARVIEW Al. INC TERMS OF SERVICE
Last Updated: April 5, 2024
IMPORTANT, READ CAREFULLY: YOUR USE OF AND ACCESS TO THE CLEARVIEW WEBSITE, PRODUCTS, SERVICES
AND ASSOCIATED SOFTWARE OF CLEARVIEW Al, INC. AND ITS AFFILIATES AND SUBSIDIARIES IS CONDITIONED
UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS AND THE USER CODE OF CONDUCT. PLEASE
REVIEW THOROUGHLY BEFORE ACCEPTING.
BY CLICKING/CHECKING THE "I AGREE" BUTTON/BOX, ACCESSING, OR BY USING THE CLEARVIEW PRODUCTS OR
SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL EXHIBITS, ORDER FORMS, AND
INCORPORATED POLICIES (THE "AGREEMENT", OR "TERMS"). CLEARVIEW PRODUCTS AND SERVICES ARE NOT
AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS.
This Agreement governs the access, use, and provisioning of the Products and Services provided by Clearview or
through an Authorized Reseller and licensed to Customer. By ordering Products or Services or accessing or using the
Products or Services, Customer agrees to be bound by these Terms. Clearview and Customer are sometimes referred
to individually as "party", and collectively as "parties". If there is a conflict between the Order Form and this
Agreement (as updated from time to time in accordance with Section 15 below), the Order Form will prevail. If You,
as the Customer, already agreed to a Terms of Service or an End User License Agreement before the published/last
updated date set forth in these Terms, any clauses in Your prior agreement pertaining to local laws or applicable to
Your specific jurisdiction, including a Location Specific Addendum, will continue to be valid and enforceable. These
local law specific provisions remain unchanged and will continue to apply to You after the published/last updated
date of these Terms.
DISCLAIMER: As with any search engine, search results established through Clearview and its related systems and
technologies are indicative and should not be considered definitive. Clearview makes no guarantees as to the
accuracy of its search -identification software. Clearview's facial recognition algorithm has been tested by the
National Institute of Standards and Technology's Facial Recognition Technology Evaluation program, and was found
to be highly accurate, but its performance under real -world conditions can differ. The quality of a submitted probe
image, the lack of online images of a depicted individual in Clearview's Database, and other factors can impact and
potentially reduce the accuracy of the Clearview search results. A set of search results produced by the Clearview
search engine may contain a mix of images of the person depicted in the probe image and images of other similar -
looking individuals. Clearview is neither designed, nor intended, to search the internet for artificially -generated
images of faces or to be used as a sole -source system for conclusively establishing or determining an individual's
identity. It is the responsibility of the Customer to corroborate any identifying information or other data discovered
on third party sites using any Clearview system or included in Clearview search results by conducting additional
research.
The parties incorporate by this reference the above clauses, and agree as follows:
1. DEFINITIONS.
The following definitions will apply in this Agreement, and any reference to the singular includes a reference to
the plural and vice versa.
1.1. "Access Credentials" means the necessary security keys, secrets, tokens, and other credentials to access
the Clearview APIs. The Access Credentials enable Clearview to associate Customer's API Program with
Customer's use of the Clearview APIs.
1.2. "Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control
with Clearview, whereby control means owning 50% or more of Clearview's voting stock.
1.3. "APIs" means a set of Clearview application programming interfaces, software code, tools, unique access
key or link assigned, documentation, information, or materials with the functions and procedures that
allow the Customer to make use and access the features and algorithm of Clearview, Clearview's Products
and Services, Database, Customer Equipment, other developer services, and associated software.
1.4. "Authorized Reseller" means an entity that is authorized by Clearview to market and sell Clearview's
Products and Services to a government agency authorized to carry out official government tasks, national
security, intelligence, counterintelligence, military operations, law enforcement, public safety, public
defender, or criminal investigative work. The relationship between Clearview and the Authorized Reseller
will be pursuant to a separate agreement executed between Clearview and Authorized Reseller.
1.5. "Authorized User" means an individual who is employed by or under the legal direction of the Customer
and is authorized to carry out official government tasks on behalf of the Customer. Any and all Authorized
Users must be approved by the Executive User to access and use the Products and Services.
1.6. "Clearview", "We", or "Our" means Clearview Al, Inc., its Affiliates, Subsidiaries, successors and assigns.
1.7. "Cloud Product" means Clearview's facial recognition search engine production and functionality, hosted
remotely and accessed via the Internet, Database, publicly -available online image indexing and search
functionality, licensed by the Customer and listed on the applicable Order Form.
1.8. "Clearview Confidential Information" means (i) any and all documents and other materials that are
marked as being confidential or proprietary, and (ii) any and all information that one would reasonably
deem to be confidential given the nature of the information and the circumstances regarding its disclosure,
including, but not limited to, trade secrets, proprietary information, object and source code, know-how,
business operations, proposed products and services, research and development, business forecasts,
finances, Clearview-provided documents, and customer lists.
1.9. "Customer" or "You" means a government agency authorized to carry out official government tasks,
national security, intelligence, counterintelligence, law enforcement, public safety, public defender, or
criminal investigative work; or any contractor or individual authorized to carry out such tasks on behalf of
the foregoing entities who enters into or has entered into a legal relationship under an Order Form with
Clearview or an Order Form that is submitted by an Authorized Reseller on behalf of Customer and is
accepted and countersigned by Clearview.
1.10."Customer Equipment" means any computing platforms, computer hardware, cloud computing
environments, or other IT infrastructure that is owned , licensed or controlled by the Customer or a third
party for use by Customer, and which is used to access or use any Clearview Product, application or service,
including, but not limited to the Cloud Product or any Clearview APIs. This includes, but is not limited to,
servers, computers, mobile devices, tablets, virtual machines, containers, cloud -based compute and
storage services, or other equipment where the Customer has installed, deployed, hosted, or maintained
the Clearview APIs.
1.11. "Database" means all images collected by Clearview and any data including facial vector data, produced
by Clearview from such images and hosted in a cloud storage database. The Database does not include
probe images or images contained in the Galleries Product.
1.12."Debarred List" means a list maintained by the U.S. General Services Administration of parties excluded
from receiving federal contracts or certain subcontracts and from certain types of federal financial and
nonfinancial assistance and benefits.
1.13."Denied Persons List" means a list published by the U.S. Department of Commerce's Bureau of Industry
and Security that identifies individuals and entities that have been denied export privileges.
E
1.14. "End User License Agreement" means the Clearview license agreement provided to the Customer for the
purpose of licensing access and use to the Products and Services when the Customer purchases the
Products and Services through an Authorized Reseller.
1.15. "Entity List" means a list published by the U.S. Department of Commerce's Bureau of Industry and Security
of certain foreign persons, including businesses, research institutions, government and private
organizations, and individuals, that ARE determined to be a potential risk for illegal exports.
1.16."Executive User" or "Administrator" means the individual(s) designated by Customer who has
administrative privileges over Customer's Clearview account, including search history, audit, approval,
User management, and suspension capabilities over all Users associated with such Customer account.
1.17. "Fees" means all fees, charges, and applicable taxes payable by Customer to Clearview, or by Customer to
an Authorized Reseller, for a license and right to use and access the Products and Services. In the event
the Customer purchases the Clearview Products and Services through an Authorized Reseller, the payment
terms shall be as outlined in the Reseller Forms and such payment terms will be provided by the Authorized
Reseller to Clearview on a Clearview approved Order Form.
1.18."Galleries Product" means a private image database comprised of images and Content uploaded, shared
or provided by the Users in the Customer account, which Customer may search probe images against.
Images uploaded into this product are not combined with the Clearview Database (as defined above).
1.19."Intellectual Property" includes, without limitation, Clearview's Products and Services (including any
materials, deliverables or code provided as part of the Services) and all inventions, software, technology,
patent rights (including patent applications and disclosures), copyrights, trade secrets, trademarks, service
marks, methodologies, know-how, tools, models, templates, source code, object code, algorithms, user
interfaces and screen designs, metrics, analytics and data generated or processed by Clearview or
Clearview's software or systems, whether pre-existing or created after the effective date of the Order
Form, and whether developed by Clearview or a third party, including any modifications, enhancements
and derivatives thereof (including without limitation, metrics, data, analytics and other information
generated or processed by such Services).
1.20. "Location Specific Addendum" means additional legal terms that apply to the Customer's access and use
of the Products and Services based on the jurisdiction of where the Customer is located. The Location
Specific Addendum can be viewed in the Customer's Clearview account. In the event of a conflict between
the Location Country Specific Addendum and these Terms, the Location Specific Addendum shall prevail
with respect to such conflict.
1.21. "Order Form" means (i) an order placed by Customer for Products or Services through a Clearview on-line
registration or e-signature page, a trial account, Clearview provided order form, or a form otherwise
approved and signed by Clearview; or (ii) a mutually executed order form or similar ordering document
signed by Clearview and Authorized Reseller describing commercial information and related terms for
Customer's purchase of the Products and Services.
1.22."Reseller Forms" means additional agreements and forms Customer signs when purchasing Clearview
Products and Services through an Authorized Reseller. If there is a conflict between the Reseller Forms,
this Agreement or a Clearview End User License Agreement (if applicable), the order of precedence is the
End User License Agreement, this Agreement, and then the Reseller Forms.
1.23."Services" or "Products" means Clearview's mobile -accessible and web browser platform, Professional
Services, facial imaging and search software, APIs, Database, Cloud Product, image indexing and search
functionality, and any ancillary products or services purchased by the Customer and listed on the applicable
Order Form.
3
1.24."Professional Services" means the configuration and provisioning, integration, support, and other
professional services related to Customer's use and access to the Products that are specified in an Order
Form.
1.25."Specially Designated Nationals List" means a list published by the U.S. Department of the Treasury's
Office of Foreign Assets Control (OFAC) that identifies individuals and companies owned or controlled by,
or acting for or on behalf of, targeted countries, as well as individuals, groups, and entities, such as
terrorists and narcotics traffickers.
1.26. "Subsidiary" means a company that is wholly or partially owned and controlled by Clearview Al.
1.27."Unverified List" a list published by the Bureau of Industry and Security ("BIS") of foreign persons for whom
BIS has been unable to verify end -use checks and other information related to exports.
1.28. "User" means the Authorized Users and the Executive User(s).
2. LICENSE TERMS.
Users may only use and access the Products and Services pursuant to these Terms. Customer is solely
responsible for itself and its Users' access to and use of the Products and Services and shall abide by, and ensure
compliance with, all applicable laws in connection with the Customer's and its Users' use of the Products and
Services, including but not limited to, laws related to intellectual property, data privacy, export control, and any
laws applicable to Customer's use of facial recognition technology. Use of the Products and Services is void
where prohibited.
2.1. Subject to payment of all applicable Fees and Customer's adherence to these Terms, Clearview grants
Customer a non-exclusive, non -transferable, non-sublicensable, revocable, limited license to install and
run (to the extent applicable), access and use the Products and Services. This license is applicable to the
Customer and its authorized Users only. This right extends to any copies, corrections, bug fixes,
enhancements, modification, or new versions of the Products and Services created by Clearview for the
purpose of providing the Products and Services to Customer. Any and all information Customer or its Users
submits to Clearview in order to register for and/or use certain Products and Services must be accurate.
Customer is entirely responsible for maintaining the security of the login information of its Users and
agrees its Users shall not disclose such information to any unauthorized third party. Clearview retains all
rights, titles, and interests in the Products and Services (and any copy thereof), including all related
Intellectual Property rights. Any attempt by You to transfer any of the rights, duties, or obligations
hereunder, except as expressly provided for in these Terms is void. Clearview reserves all rights not
expressly granted under these Terms with respect to the Products, Services, and otherwise.
3. USES.
3.1. Permitted Uses.
3.1.1. Before accessing the Clearview Products and Services, all Users must complete a
training on how to use such Products and Services in accordance with these Terms, User
Code of Conduct, and Principles. While Clearview provides training on the technical
aspects of our Products and Services, it is the Customer's responsibility to develop
additional internal policies, processes, and training. This further training should focus on
ensuring proper, ethical, and legal usage in line with applicable laws. The Customer must
ensure that their Users are fully informed and compliant with your own training
requirements and guidelines, beyond the scope of Clearview's provided technical
training. Customer will assign at least one Executive User to act as liaison between
Customer and Clearview. The Executive User is responsible for providing and maintaining
0
a list to Clearview of who is an Authorized User and overseeing the Authorized Users' use
of the Products and Services, all of which must be in accordance with the User Code of
Conduct. Users shall only use the Products and Services for official government purposes,
all of which must be done in compliance and consistent with any local, state, federal,
international, or other applicable law. Users shall not use the Products and Services for
any purpose other than those within the scope of their authorized official government
duties. Customer will comply with all applicable law, regulation, and third party rights
(including, without limitation, laws regarding the import or export of data, biometric data,
or software, privacy, and local laws).
3.1.2. Customer represents and warrants that it is fully able and competent to enter into
the terms, conditions, obligations, affirmations, representations, and warranties set forth
in this Agreement, and to abide by and comply with this Agreement. Customer's access
may be terminated without warning if Clearview believes that Customer is otherwise
ineligible.
3.1.3. Customer will only access (or attempt to access) an API by the means described in
the documentation of that API. If Clearview assigns Customer Access Credentials (e.g.
client IDs), Customer must use them with the applicable APIs. Customer will not
misrepresent or mask its identity when using the APIs or developer accounts. The
Clearview APIs are intended only for use within the Customer's organization. The
Customer may not share access to the Clearview APIs with any third party or make them
publicly available. The Clearview APIs can only be hosted on private platforms restricted
to the Customer's internal Users. Public platforms, or other external -facing servers must
not be given access to the Clearview APIs.
3.1.4. Clearview sets and enforces limits on Customer's use of the APIs (e.g. limiting the
number of API requests that You may make or the number of Users it may serve), in our
sole discretion. Customer agrees to, and will not attempt to circumvent, such limitations
documented with each API. If Customer would like to use any API beyond these limits,
Customer must obtain Clearview's express consent (and Clearview may decline such
request or condition acceptance on Your agreement to additional terms and/or charges
for that use). To seek such approval, contact the relevant Clearview API team for
information.
3.2. Prohibited Uses.
3.2.1. Customer agrees that it will not, and ensure that its Users do not: (i) modify,
disassemble, decompile, prepare derivative works of, reverse engineer or otherwise
attempt to gain access to the source code of the Products or Services; (ii) knowingly or
negligently use the Products and Services in a way that abuses, interferes with, or disrupts
Clearview's networks, Your account, or the Products or Services; (iii) use the Products or
Services to engage in activity that is illegal, fraudulent, false, or misleading; (iv) use the
Products or Services to engage in activity that would discriminate against any person or
violate any person's civil rights; (v) use the Products or Services to transmit any material
that it unlawfully possesses; (vi) build or benchmark a competitive product or service, or
copy any features, functions or graphics of the Products or Services; (vii) upload or
transmit any software, Content, or code that does or is intended to harm, disable, destroy
or adversely affect performance of the Products or Services in any way or which does or
is intended to harm or extract information or data from other hardware, software or
networks of Clearview or other users of the Products of Services; (viii) engage in any
activity or use the Products or Services in any manner that could damage, disable,
overburden, impair or otherwise interfere with or disrupt the Products or Services, or any
servers or networks connected to the Products or Services or Clearview's security
5
systems; (ix) use the Products or Services in violation of this Agreement and any local,
state, federal, or other law, including but not limited to anti-spam, export control, and
anti -terrorism laws, trade agreements or treaties; and (x) permit multiple Users to access
the Products or Services using a single email address and password or simultaneously
access the Products or Services using the same login credentials.
3.2.2. With respect to the Products and Services, You and all Users are prohibited from
engaging in the following acts: (i) using the Products or Services for a commercial purpose;
(ii) selling, marketing, or licensing any photographs or other information discovered using
the Products or Services; (iii) infringing on any known copyright discovered with or
accessed by the Products or Services; (iv) permitting anyone other than an Authorized
User or Executive User to use or access Your Clearview account or the Products or
Services; (v) use of any automated systems or software to extract the whole or any part
of the Products and Services, the information or data on or within the Products and
Services, including image search results or source code, for any purposes (including uses
commonly known as "scraping"), or reverse engineer the Products and Services; (vi)
research or identify any individuals known to be residing in the State of Illinois, U.S.A.;
and (vii) bypass security protocols or attempt to log in with the same account credentials
from two different locations at the same time.
3.2.3. Except for Your own internal authorized use, You are strictly prohibited from using
the APIs, Customer Equipment, Products or Services to develop or create any products or
services which compete with the Products and Services (Clearview Al, the open internet
search engine for official government use). Except for an Authorized Reseller, You are
prohibited from sublicensing, reselling, or distributing the Products, Services, and APIs. If
a Product or Service has any defined limit or restriction on usage (such as a search count
listed on an Order Form), and the Customer intentionally circumvents or manipulates that
limit through any means, the User will be deemed in violation of this Agreement.
Clearview reserves the right to suspend or terminate the Customer's access to any and all
Products and Services if such intentional circumvention is discovered.
3.3. Security
3.3.1. You are responsible for the activities of all Users who access or use the Products
and Services through Your Account and You agree that any such Users will comply with
the terms of this Agreement. Clearview assumes no responsibility or liability for violations
by You or Your Users. If the Customer or the Executive User becomes aware of any
violation of this Agreement in connection with its Users use of the Products or Services
by any person, you must immediately contact the Clearview legal department at
legal@clearview.ai. The Executive User acknowledges and agrees that it will cooperate
with a member of the Clearview security or legal team for the purpose of completing its
investigation of any alleged misuse, complaint, violation of these Terms, or applicable law.
Clearview may investigate any complaints and violations that come to its attention and
may take any (or no) action that it believes is appropriate, including, but not limited to
issuing warnings, removing Content, or terminating accounts and/or User access.
If Clearview suspects or receives a report that the Customer or a User has misused the
Products and Services, breached these Terms, or violated any applicable law, the
Customer must cooperate with Clearview to perform an audit of the Customer's account
to investigate the reported issue and/or ensure compliance with this Agreement. If such
audit reveals that Customer or its Users provided unauthorized access to users not
permitted under this Agreement, or used the Products or Services in violation of this
Agreement, Clearview may (i) terminate this Agreement, (ii) suspend Customer access to
the Clearview Products and Services, or (iii) suspend access to the Products and Services
0
unless and until the Fees are adjusted to reflect the Customer's actual usage of the
Clearview Products.
3.3.2. You will not use any automatic or manual device or process to interfere or attempt
to interfere with the proper working of the Clearview APIs, except to remove the
Clearview APIs from a hardware, Customer Equipment, or computer of which You are an
owner or authorized user in a manner permitted by these Terms. You may not violate or
attempt to violate the security of the Clearview APIs. Clearview reserves the right to
investigate occurrences which may involve such violations, and may involve, and
cooperate with, law enforcement authorities in prosecuting Users who have participated
in such violations.
You will ensure that the Customer Equipment is maintained, developed with, and contains
protections that are adequate to keep secure and prevent the interception of any APIs
transmitted to or from such Customer Equipment. You will ensure that the Customer
Equipment transmits data with protocols that are at least as secure as those being used
by the Clearview APIs, and in any event with protocols as secure as 128-bit SSL encryption.
You will not attempt to circumvent any security measures or technical limitations of the
APIs. You will immediately notify Clearview of any security deficiencies, vulnerabilities, or
bugs that You discover, or suspect have resulted in or that reasonably may result in any
theft, loss, misuse, or unauthorized access to or use of Clearview data or the APIs.
3.3.4. Access Credentials (such as passwords, keys, and client IDs) are intended to be used
by You and identify Your Customer Equipment. You will keep Your Access Credentials
confidential and Access Credentials may not be embedded in open source projects. If You
do not log in to Your API account for six (6) or more months, or we receive a bounce back
that Your email is no longer in service, we may treat Your account as "inactive" and
permanently delete the account and all the data associated with it.
4. PAYMENT TERMS.
4.1. Forms. If You elect to pay Your Fees with a credit card, You agree that Clearview may charge
the credit card or other payment mechanism selected by You and approved by Clearview ("Your
Account") all amounts due and owing for the Products and Services, including applicable taxes and
service fees, set up fees, subscription fees, or any other fee or charge associated with Your
Account, all of which is set forth in Your Order Form or Clearview provided invoice. Except for an
Order Form approved by Clearview from an Authorized Reseller, if You provide Clearview with Your
own purchase order document, unless otherwise agreed to by the Clearview Chief Revenue Officer
and Legal Team, such document shall be construed solely as evidence of Customer's internal
business processes or terms, and the terms and conditions contained on such document will be of
no effect with respect to this Agreement between the parties.
4.2. Monthly. If Your Account is on a month -to -month term, Clearview will charge the credit card
that You provide on a monthly basis for the Products and Services commencing on the date Your
Account is first activated and each month thereafter. In the event that Clearview is unable to
process Your payment for the Products and Services, You will have seven (7) days to provide new
credit card information to pay for the Products and Services, otherwise Your access to the Products
and Services may be terminated by Clearview in its sole discretion.
4.3. Term. If Your Account is for a specific term period, then You shall pay for the Products and
Services as outlined on Your Order Form or Clearview invoice within thirty (30) days after the date
of such invoice, and in the method(s) specified by Clearview (without any deduction or set-off) or
as instructed by the Authorized Reseller.
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4.4. Late Payments. This Section 4.4 will not apply to Customers where applicable law prohibits
the Customer from contractually agreeing to late fees or interest. To the extent the jurisdiction
that You are located in allows You to incur late charges for failure to pay Fees in a timely manner,
any amounts arising in relation to this Agreement not paid when due will be subject to a late charge
of one and one-half percent (1.5%) per month on the unpaid balance or the maximum rate allowed
by law, whichever is less. Without prejudice to Your rights set out elsewhere in this Agreement, all
Fees are non-refundable and payable in advance. If You fail to pay an invoice when due and
payable, Clearview has the right (without limitation of any other remedies hereunder or under
applicable law or in equity) to immediately suspend or restrict Users' access to the Products and
Services, or to revoke or suspend (in whole or in part) the revocable license granted herein.
If applicable, if Clearview does not receive payment from an Authorized Reseller for the Products
and Services outlined on the Order Form, Clearview may immediately suspend Customer's access
to the Products and Services, this Agreement, or any Order Form by providing written notice to
Customer. However, in Clearview's sole discretion, it may instead choose to directly collect Fees
from the Customer in order to prevent any suspension in Customer's access to the Products and
Services. Clearview reserves the right to directly pursue payment from the Customer if an
Authorized Reseller fails to submit payment to Clearview as outlined on the Order Form.
4.5. Price Changes. Clearview reserves the right to change the pricing for Products and Services at
any time, including those previously offered for free. However, the pricing listed on a Customer's
Order Form shall govern over any pricing changes for the duration of the initial term period
specified in the Order Form (this does not include automatic renewal periods). After the initial
term period specified in the Order Form expires, Clearview will notify the Customer of any pricing
changes applicable to renewed terms and give the Customer an opportunity to terminate access
before being charged the new pricing. For Products or Services that were previously free, Clearview
will not begin charging a fee during the initial term specified in the Order Form unless the Customer
has been notified of the applicable fees in advance and has agreed to the pricing change. However,
Clearview reserves the right to revoke or limit the Customer's use and access to such previously
free features at its sole discretion if it chooses to charge for them later.
4.6. Taxes.
4.6.1. If You are exempt from applicable taxes incurred or to be charged under this
Agreement, then You shall provide Clearview with proof of or an executed certificate of
such tax exemption. Clearview shall give effect to such certificate on a prospective basis
from the date of receipt from You, all of which is subject to applicable law.
Notwithstanding the foregoing, if You are not tax exempt, then the Fees covered by this
Agreement are exclusive of any excise, sales, use, gross -turnover, value added, goods and
services tax or other similar types of indirect taxes, duties or tariffs (however designated,
levied or based and whether foreign or domestic) ("Indirect Taxes") imposed or levied,
currently or in the future based on applicable legislation, on the Products and Services
provided under this Agreement. Unless otherwise agreed between the parties, Customer
will be liable for compliance with and payment of such Indirect Taxes. Clearview shall
include the Indirect Taxes on its invoice to Customer and remit such Indirect Taxes to the
relevant authority if required by applicable law. For the avoidance of doubt, Clearview
will be responsible for direct taxes imposed on Clearview's net income or gross receipts.
S. TERM AND TERMINATION.
5.1. Term. This Agreement is effective on You and Your Users commencing on the day You first use
the Products or Services, whether it be via a free trial or a paid subscription license. If You purchase
the Products or Services for a specific term (as further set forth in Your Order Form), the
termination will be effective on the last day of the then -current term, renewal term, or in the case
of a month -to -month Agreement, upon written notice of Your desire to terminate the Agreement
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at the end of the applicable month. Either party may terminate any applicable renewal term by
providing the other party with notice of non -renewal at least 30 days before the end of the
applicable renewal term. If You fail to comply with any provision of this Agreement beyond any
applicable cure periods, Clearview may immediately terminate (i) Your access to the Products and
Services , (ii) an Order Form, or (ii) this Agreement, and retain any Fees previously paid by You.
Upon the expiration of this Agreement, to the extent You continue to access and use the Products
and Services, the terms of this Agreement will continue to apply in full. Those provisions that by
their nature are intended to survive termination or expiration of this Agreement shall so survive.
Upon any termination of this Agreement, You and Your Users must cease any further use of the
Products and Services.
This Agreement may be terminated in the following ways:
5.1.1. By mutual agreement: This Agreement may be terminated at any time, without
payment of any penalty, except such refund or payment as shall be mutually consented
by both parties, if any, by mutual agreement of the parties.
5.1.2. By breach: If either party is in material breach of this Agreement and such failure
has not been cured within fifteen (15) days of receiving written notice of such breach,
then the non -breaching party has the right to terminate the Agreement. The parties agree
to endeavor in good -faith negotiations to resolve any dispute under this section before
terminating the Agreement. Clearview will not issue or provide any refund for Fees paid
in advance if this Agreement is terminated due to your breach of the Agreement.
5.1.3. By impossibility of performance: Neither party to this Agreement shall be deemed
to be in violation of this Agreement if it is prevented from performing any of its obligations
hereunder for any reason beyond its control, including without limitation, acts of God or
of the public enemy, war, flood or storm, strikes, or changes in an applicable statutory
regulation or rule of any federal, state, or local government, or applicable agency thereof.
If the Agreement is terminated due to impossibility of performance pursuant to this
Section 5.1.3, Clearview shall provide such refund as may be equitable based upon the
length of time remaining during the Customer's specific term and other equitable factors
such as Clearview's expenses in the course of performance.
5.1.4. Lack of Funding — Government Agencies. If the necessary funds to fulfill the
payment obligations under this Agreement are not allocated for the Customer's
upcoming fiscal year, then Customer shall be permitted to terminate the Agreement early
by providing no less than ninety (90) days' advance written notice setting forth proof of
such lack of funding. In the event of such termination due to lack of appropriated funds,
the Customer shall not be entitled to any reimbursement of any amounts or Fees paid or
prepaid in advance to Clearview under the Agreement.
5.2 Termination. Upon termination of these Terms, You will immediately stop using the Products,
Services, associated APIs and Cloud Product. Clearview may independently communicate with any
account owner whose account(s) are associated with Your Customer Equipment or API and Access
Credentials to provide notice of the termination of Your right to use the Customer Equipment for
an API. Upon termination or expiration of these Terms or of access to an API, or upon written
request of Clearview, You shall (i) promptly destroy or return the APIs in whatever form they may
be held by You, including the destruction or return of any and all documents and other materials
associated with such APIs and Cloud Product and all copies thereof, and (ii) confirm in writing (in
a form to be approved by Clearview) to Clearview that You have complied with the obligations set
forth in this Section.
6. CONFIDENTIALITY.
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6.1. To the extent legally permissible, Customer shall not disclose Clearview Confidential
Information, or any part thereof, to any third party. Customer shall only use Clearview Confidential
Information to exercise Customer's rights and obligations under this Agreement. Furthermore,
Customer agrees to use the same degree of care to protect Clearview Confidential Information
from accidental and/or unauthorized use and disclosure as Customer uses to protect Customer's
own confidential information, but in no event shall such degree of care be less than a reasonable
degree of care. Each User must have a need to access Clearview Confidential Information, be
bound by confidentiality restrictions materially consistent with those set forth herein, and comply
with the terms of this Agreement.
Notwithstanding the foregoing and to the extent permitted by applicable law, if the Customer
receives a request for information under the Freedom of Information Act ("FOIA") or a
substantially similar law applicable to the Customer and such request involves Clearview or is
related to this Agreement, the Customer will endeavor to promptly notify Clearview in writing of
such request in order for Clearview to seek protection from such disclosure.
6.2. You or Your Users may provide, or Clearview may invite You to provide comments or ideas
about the Products or Services, including, without limitation, improvements to them ("Ideas'). By
submitting any Ideas, You agree that: (i) they are not confidential information; (ii) they are not
subject to any use or disclosure restrictions (express or implied); (iii) You claim no rights in them;
and (iv) Clearview has no obligation to notify or compensate You in connection with Clearview's
disclosure or use. You release Clearview from all liability or obligations that may arise from the
receipt, review, disclosure, or use of any Idea that You submit.
7. PROPRIETARY RIGHTS AND COPYRIGHT.
All rights not expressly licensed to Customer under this Agreement are reserved exclusively by Clearview,
including, without limitation, all ownership, title, and proprietary rights in and to Clearview Intellectual
Property. While You acknowledge that Clearview is engaged in the collection and processing of public
images and facial recognition data on Your behalf and for Your benefit, under no circumstances shall any
Products or Services provided by Clearview be deemed "works made for hire" by Clearview for the
ownership of the Customer. Except as authorized by Customer in this Agreement, Customer retains sole
and exclusive ownership to any and all Content, and Customer shall be responsible for the accuracy, quality,
integrity and legality of Content and of the means by which it acquired the Content.
8. CUSTOMER REPRESENTATIONS.
a. You represent and warrant that: (i) Your signatory on the Reseller Forms and any Order Form has
the actual authority to contract with Clearview on behalf of the Customer; (ii) all Users are at least
18 years old; and (iii) Users are not on any Denied Persons List, Unverified List, Entity List, Specially
Designated Nationals List, Debarred List or any other lists published by the U.S. Government.
b. By accessing and using the Products or Services, You represent and warrant that: (i) You and Your
Users will use the Products and Services in a manner that is consistent with all applicable laws,
including those that regulate the use of personally identifiable information such as photographs;
(ii) You have a legitimate interest to use the Products or Services to engage in data processing
activities, and (iii) Your use of the Products or Services are in the public interest and are
proportional to carry out that public function. You understand, acknowledge and agree that
entering into this Agreement and accessing the Products and Services is for the purpose of
Clearview cooperating with Customer to carry out official government tasks, national security,
intelligence, counterintelligence, law enforcement, public safety, public defender work, or criminal
investigative work as authorized under applicable law.
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c. Users are prohibited from uploading or providing Content to Clearview that depicts a child known
to be younger than sixteen (16) years of age that is a resident in the State of California, or known
to be younger than thirteen (13) years of age that is a resident in Colorado, Connecticut, Virginia
or Utah, unless such Content concerns conduct or activity that the User reasonably and in good
faith believes may violate federal, state, or local law. As further outlined in the Clearview Privacy
Policy, Clearview does not knowingly sell or share information about consumers under the age of
16.
d. Subject to the above, Users are prohibited from uploading or providing Content to Clearview of
persons known to be under the age of sixteen (16) unless such Content concerns: (i) investigation
on a matter related to public safety or the person's safety, (ii) victim identification, when the
person's welfare is at risk, (iii) conduct or investigations of violent felonies, (iv) conduct or activity
that User reasonably and in good faith believes may violate federal, state, or local laws, rules, or
regulations, or (v) to help protect against the spread of Child Sexual Abuse Material ("CSAM").
Users must adhere to all applicable federal, state and local laws, and cooperate with the necessary
law enforcement agencies, including without limitation, the National Center for Missing &
Exploited Children ("NCMEC"), Federal Bureau of Investigation ("FBI"), any federal law
enforcement agency that is involved in the investigation of child sexual exploitation, kidnapping,
or enticement crimes, any State or local law enforcement agency that is involved in the
investigation of child sexual exploitation, foreign law enforcement agency designated by the
Attorney General of the United States or a foreign law enforcement agency that has an established
relationship with the FBI, Immigration and Customs Enforcement, or INTERPOL, and is involved in
the investigation of child sexual exploitation, kidnapping, or enticement crimes.
9. USER CODE OF CONDUCT.
These Terms incorporate the Clearview User Code of Conduct by reference. You and all Users are required
to abide by the Clearview User Code of Conduct, which is attached as Appendix 1. The User Code of Conduct
outlines specific requirements for maintaining the security of individual accounts, using the Products and
Services only for authorized government purposes as permitted by Your agency, and verifying and
independently supporting all image search results. It is imperative that all Users adhere to the User Code of
Conduct at all times while using the Clearview Products and Services.
10. COLLECTION AND SHARING OF DATA.
Subject to the terms of Clearview's Privacv Policy, You and on behalf of Your Users expressly authorize
Clearview to act as an agent and processor on Your behalf for the purpose of: (i) collecting and compiling
publicly available images, including images from the Internet; (ii) receiving and processing Content (as
defined below) uploaded or provided to the Products and Services; (iii) producing, processing, and storing
facial vectors from images collected from the Internet and from Content, provided by You, or shared by You
with Clearview, for the purpose of providing the Products and Services to You, and (iv) cooperating with
You to investigate conduct or activity that You reasonably and in good faith believe may violate federal,
state, or local laws, rules, or regulations. Any publicly available image data collected by Clearview from the
internet is collected and processed for the purpose of improving the function of its search engine, enabling
Clearview to improve the Products and Services accessed by the Customer and provide a more effective
investigative tool to the Customer.
By accessing and using the Products or Services, Users affirmatively consent and allow Clearview to collect
several types of information for our business operations, including:
• Individual or Agency Account Creation: When creating an account, Users may be required to
provide Your name, rank/title, contact information, and employer/agency name. In some cases,
we may request reasonable additional information such as age or identity verification information.
Please note that we reserve the right to reject any account application or activation for any reason.
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• Communications. Clearview may provide Users with the option to communicate with the
Clearview customer support team via telephone, SMS, or MMS messages. If You or a User provide
a mobile number to Clearview, You consent to Clearview contacting You or the user via SMS text
messages for business -related and customer service purposes, including but not limited to
facilitating two -factor authentication for login to Clearview Products and Services, providing
updates on orders, customer support services, responding to inquiries, and offering relevant
information pertaining to Your account, the Products or the Services. By Users voluntarily
providing a mobile phone number to Clearview and submitting a customer service inquiry, You
agree that Clearview may contact such User by telephone, SMS, or MMS messages at that phone
number, and consent to receiving such communications for transactional and informational
purposes in response to customer service inquiries. You understand that such messages may be
sent using an automatic telephone dialing system, and You are responsible for any fees that your
phone service provider charges for SMS, data services, etc.
• During Usage of the Products and Services: Information related to Your use of our Products and
Services, such as IP addresses, browser type and version, geographic location, search history within
the Products and Services, records of User login history, and any other data that may be helpful
for improving and enhancing our Products and Services. Clearview reserves the right to create,
disclose, and use aggregated and/or anonymized data derived from your personal information and
usage details for internal business purposes and compliance purposes.
By accessing and using the Products and Services, You and Your Users agree and consent to the sharing of
certain types of personal data and information with third parties. Specifically, Users consent to:
• Sharing their name, title, contact information and written messages to Clearview and its
employees with a third -party provider or service provider who provide us with certain services,
such as cloud storage, customer service and support, software, payment, and customer
relationship management tools.
Sharing Content with other Clearview customers, including for the purposes of investigative
deconfliction and image gallery sharing, only if the Executive User or a User consents to such
sharing of the Content.
• Disclosure of personal data as may be required by laws and regulations.
For more information on how we handle personal data and protect privacy, please review our Privacy Policy here.
11. USER CONTENT.
11.1. In connection with the Products and Services, Users may upload or share text, files, images,
photos, videos, sounds or other materials ("Content") with Clearview. You represent and warrant
that You and Your Users: (i) have lawfully obtained and own the Content uploaded into the
Products and Services, including the Galleries Product, or otherwise have the rights to grant the
license set forth in this Section; (ii) the posting and use of Your Content does not violate the rights
of any third party, including, privacy rights, publicity rights, copyrights, contract rights, intellectual
property rights or any other rights of any person; and (iii) uploading the Content does not result in
a breach of contract between You and a third -party. Except for Content owned or licensed by You,
or as permitted within this Agreement, You may not copy, modify, translate, publish, broadcast,
transmit, distribute, perform, display, or sell any content appearing on or through the Products or
Services. Notwithstanding anything else in this Section, You may use and distribute information
appearing in Clearview search results for official government use, the protection of public security,
and any other uses allowed under this Agreement.
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11.2. You expressly authorize Clearview to perform technical functions necessary to offer the
Products and Services, including but not limited to, generating facial vectors, transcoding
and/or reformatting Content to allow it to be uploaded, stored and used across Clearview's
Products and Services. With respect to the Customer Equipment, we grant You a limited, non-
exclusive, non-sublicensable, non -assignable license to download, install and use a single
copy of the Clearview API, including any online or enclosed documentation, data distributed
to Your computer for processing and any future programming fixes, updates and upgrades
provided to You, onto a network server or computer workstation for Your sole use to install,
interact with and utilize the Clearview APIs, including the content and features contained
therein. For the Customer Equipment, this license may not be shared, transferred to or used
concurrently on different servers or workstations, and Clearview may require You to install
future programming fixes, updates and upgrades provided to You for the APIs. Clearview
reserves the right to add additional features or functions to the Clearview Products and
Services when installed on Your computer or via a Customer Equipment and the Clearview's
APIs may periodically communicate with Clearview servers. All activities that occur using Your
Access Credentials are Your responsibility.
11.3. In connection with the foregoing, You hereby grant to Clearview a non-exclusive, fully
paid and royalty -free, worldwide, limited license to use, modify, delete from, add to,
reproduce and translate such Content to the extent necessary in order for Clearview to
provide the Products and Services. Your Content, including that in the Galleries Product, will
remain inaccessible to other Clearview Customers unless You or Your Users authorize it, or it
becomes public through no confidentiality breach by Clearview. If You or Your Users elect to
share Content uploaded by You with other Clearview customers, You represent and warrant
that You have the lawful authority to share such Content with other Customers. Subject to
any applicable legal limitations that may arise from Clearview's need to defend or maintain
claims or comply with enforcement, regulatory or other legal obligations, after the expiration
or earlier termination of this Agreement, Clearview may delete the Content, except for
images which are in the public domain. In Clearview's sole discretion, any and all video
Content provided or uploaded by a Customer may be automatically deleted by Clearview on
the earlier occurrence of either (i) the need for Clearview to deliver its image extraction
services is fulfilled, or (ii) 15 days after the original upload of such video Content. Customer
understands that Clearview is not a video host platform and will only maintain this data to
the extent necessary to provide the Products and Services. Customer acknowledges and
agrees that Clearview may delete video Content without notice and shall have no liability for
such deletion. Customer retains all rights to the video Content and is solely responsible for
backing up and archiving such Content.
11.3. Clearview Enhance. Clearview Enhance is a feature designed to improve the quality of
a probe image, including features such as (without limitation) cropping, rotating, brightening,
flipping, and sharpening the probe image ("Enhanced Content"). If the feature is available to
the Customer, Customer understands, acknowledges, and agrees that Clearview will process
and store the Enhanced Content for the purposes of: (i) providing the Enhanced Content for
authorized governmental uses, (ii) compliance and auditing purposes, and (iii) to maintain a
record of edits made to the probe image. Search results established through Clearview
Enhance and its related systems and technologies are indicative, not definitive. Clearview
Enhance is provided "as -is" and Clearview makes no guarantees as to the accuracy of its
search -identification software. The Customer and its Users must conduct further research to
verify identifying information or other data discovered on third -party sites by any Clearview
system or included in Clearview search results. Clearview is neither designed nor intended to
be used as a single -source system for establishing the identity of an individual.
11.4. Development of Products and Services. We are constantly developing new
technologies and features to improve our systems, facial recognition technology algorithm,
Products and Services. As part of this continual improvement, we sometimes add or remove
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features and functionalities, increase or decrease limits to our Products or Services, and/or
start offering new Services or stop offering old ones. When a Product or Service requires or
includes downloadable software, that software sometimes updates automatically on Your
device once a new version or feature is available. Some services let You adjust Your automatic
update settings. In addition, You acknowledge and agree that in connection with Clearview's
continued work on its Products, Services and algorithm, such research and development is in
furtherance of our provision of the Products and Services to You. If we make material changes
that negatively impact Your use of our Services, we will provide You with reasonable advance
notice (which may be via email), except in urgent situations such as preventing abuse,
responding to legal requirements, or addressing security and operability issues.
11.5. Limited Rights. If data collection and crawling services ("CaaS Services') are performed
by Clearview on behalf of the Customer, as further outlined on the Order Form, Customer
understands that Clearview may prioritize completing these CaaS Services over other
unrelated Services and Clearview is not developing or delivering any unique technical data
set to Customer. Any and all data that Clearview may collect or generate during the
performance of CaaS Services ("CaaS Content") shall remain the sole property of Clearview,
subject to Clearview's unlimited rights. The Customer does not acquire any ownership rights
or license to use any such CaaS Content after the Customer is no longer an active Customer
of Clearview. To the extent applicable and if it is determined that any data produced by the
Products, Services, or CaaS Services is "technical data", the Customer shall only receive the
limited rights granted under DFARS 252.227-7013. This means the Customer does not have
the right to release or disclose the data outside the Customer without written permission
from Clearview, and the Customer acknowledges its limited rights to use, modify, reproduce,
release, perform, display or disclose any such technical data. Clearview expressly disclaims
granting the Customer any implied licenses in technical data under this Agreement beyond
the limited rights (if applicable) expressly granted to the Customer as outlined above. The
Customer does not have any rights to the technical data beyond what is stated in this
disclaimer. Clearview is not obligated to provide any Professional Services beyond those set
forth in the Order Form, unless and until the parties mutually agree in writing to any change
order or amendment to such Order Form.
11.6. The Products and Services (to the extent constituting software) are commercial
computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an
agency of the US Government or any contractor therefor, You receive only those rights with
respect to any such Product or Service as are granted to all other end users under license, in
accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the
Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all
other US Government licensees and their contractors.
12. NO WARRANTIES.
12.1. YOU UNDERSTAND AND AGREE THAT THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND
CLEARVIEW, ITS AFFILIATES, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY
KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR NON -INFRINGEMENT. CLEARVIEW, ITS AFFILIATES, SUPPLIERS
AND AUTHORIZED RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT
MAY BE OBTAINED FROM THE USE OF THE PRODUCTS OR SERVICES, REGARDING THE ACCURACY OR
RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE PRODUCTS OR SERVICES OR THAT THE
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PRODUCTS OR SERVICES WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE
OR ERROR FREE. USE OF THE PRODUCTS AND SERVICES ARE AT YOUR SOLE RISK. ANY MATERIAL AND/OR
DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS OR SERVICES IS AT
YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU
RESULTING FROM THE USE OF THE PRODUCTS OR SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR
PERFORMANCE OF THE PRODUCTS AND SERVICES REMAINS WITH YOU. CLEARVIEW CANNOT GUARANTEE
AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE PRODUCTS OR SERVICES. USE IS AT
YOUR OWN RISK.
12.2 Beta Services. The term "Products" or "Services' excludes any features, modules or applications
labeled as "Pre -Release," "Alpha," "Beta" or the like ("Beta Services"). Beta Services are experimental, trial
applications and features that may be revoked by Clearview, "break" or cease to be available at any time.
Clearview may remove or suspend access to Beta Services at any time. Beta Services are not required in
order to use the Products and Services and are not part of the Products or Services, even if Customer elects
to use them with the Products or Services. BETA SERVICES ARE AVAILABLE ONLY ON AN "AS IS" BASIS.
CLEARVIEW MAKES NO WARRANTY AS TO THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS,
NON -INFRINGEMENT, AVAILABILITY OR QUALITY OF ANY BETA SERVICES OR THE CONTENT MADE
AVAILABLE THROUGH BETA SERVICES, AND SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, FOR THE BETA SERVICES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON -INFRINGEMENT.
13. INDEMNIFICATION.
In no event shall Clearview nor its affiliates and their respective directors, officers, employees, and agents
("Clearview Parties") be liable for any and all damages, liabilities, costs and expenses (including reasonable
attorneys' fees) incurred as a result of any claim, judgment or proceeding relating to or arising out of: (a)
Users' breach of this Agreement, including of any of the Warranties or Prohibited Uses; (b) any actions
brought by third parties arising out of Users' use of the Services in a manner not permitted or authorized
under this Agreement; (c) any security breach caused by Users' negligence, recklessness, or willfulness, and
any third -party actions arising from such security breach, or (d) any administrative or legal inquiry by a third -
party related to Customer's use of the Products and Services that is in no way related to a violation of law
by Clearview ("Claims"). The Customer shall indemnify, defend and hold the Clearview Parties harmless
from any and all Claims, provided that if the laws of the state or country where the Customer is based do
not allow the Customer to enter into an agreement that includes an indemnification, then this sentence
and the indemnification obligation will not apply to such Customer.
If Clearview receives a third -party subpoena related to the Customer or their use of the Clearview Products
and Services, Clearview shall promptly notify Customer and provide copies of such subpoena. Customer
shall provide qualified legal counsel, subject to Clearview's approval, to respond to the subpoena at the
Customer's sole expense. If the Customer cannot provide Clearview with qualified legal counsel, the
Customer shall be required to reimburse Clearview for the reasonable legal fees incurred by Clearview in
responding to the subpoena. Clearview and the Customer will reasonably cooperate with the legal counsel
selected by the Customer in defending against the subpoena.
Clearview will defend, indemnify and hold harmless the Customer and its affiliates and their respective
directors, officers, employees, and agents from and any and all damages, liabilities, costs and expenses
(including reasonable attorneys' fees) incurred as a result of any third -party claim, judgment or proceeding
(i) arising out of Clearview's gross negligence or willful misconduct in its performance and delivery of the
Products and Services under this Agreement, or (ii) alleging that data Clearview used to train its proprietary
algorithm, which is part of the Products and Services violates third -party patent, trade secret, trademark,
or copyright rights.
14. LIMITATION OF LIABILITY.
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To the maximum extent permitted by applicable law, Clearview shall not be liable for any indirect,
incidental, special, consequential or punitive damages, or any loss of profits or revenues, whether incurred
directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from: Your access
to or use of or inability to access or use the Products or Services; any content obtained from the Products
or Services; or unauthorized access, use or alteration of Your Account. Regardless of Clearview's negligence,
gross negligence, failure of an essential purpose, and whether such liability arises in contract, tort or any
other legal theory, Clearview's aggregate liability under this Agreement shall not exceed the amount paid
by You to Clearview, if any, in the past year for the Products and Services giving rise to the claim.
15. MISCELLANEOUS.
15.1. The parties agree to contract in the English language. If Clearview provides a translation of
the Terms, we do so for Your convenience only and the English Terms will solely govern our
relationship. This Agreement embodies the entire understanding and agreement between the
parties respecting the subject matter of this Agreement and supersedes any and all prior
understandings and agreements between the parties respecting such subject matter. This
Agreement constitutes a legally binding contract between Clearview and Customer, regardless of
any involvement by an Authorized Reseller. The Customer acknowledges that this Agreement
governs their use of Products or Services and remains valid regardless of any Authorized Reseller
transactions. Clearview reserves the right to directly enforce the terms of this Agreement against
the Customer, regardless of the involvement of an Authorized Reseller.
Use of the Products and Services are subject to Clearview's Privacy Policy and Principles, links to
which can be found by visiting https://www.clearview.ai/privacv-policv and
https://www.clearview.ai/principles respectively. The Privacy Policy and Principles are
incorporated into this Agreement by this reference. Clearview may elect to change or supplement
the terms of this Agreement from time to time in its sole discretion, provided that if Clearview
makes any material changes to these Terms that negatively and adversely affect the Customer's
rights or obligations, such changes will only take effect if the Customer provides explicit consent
to those specific modified Terms. Clearview will exercise commercially reasonable business efforts
to provide notice to You of any material changes to this Agreement. Within ten (10) business days
of posting changes to this Agreement (or ten (10) business days from the date of notice, if such is
provided), they will be binding on You and Your Users. If You do not agree with the changes, You
should discontinue using the Products and Services. If You continue using the Products and
Services after such 10-business-day period, You will be deemed to have accepted the changes to
these Terms.
15.2. If any provision of these Terms is held to be invalid or unenforceable, then that provision will
be limited or eliminated to the minimum extent necessary, and the remaining provisions of these
Terms will remain in full force and effect. Clearview's failure to enforce any right or provision of
these Terms will not be deemed a waiver of such right or provision. Clearview reserves all rights to
seek monetary remedies for its damages arising out of any Users' failure to abide by these Terms.
15.3. Choice of Law and Forum. This Agreement shall be governed by and construed under the
laws of the state or country where the Customer is headquartered, provided that such local law
requires the application of its local laws and forum. If the local law where the Customer is
headquartered does not require the application of its local laws and forum, then this Agreement
shall be governed by and construed under the laws of the State of New York, and any dispute
arising out of or relating to this Agreement shall be brought and resolved exclusively in the courts
of New York, NY.
If the laws of the state or country where the Customer is based do not allow the Customer to
enter into an agreement that includes a mediation or arbitration process, then the mediation
and arbitration process described herein will not apply to such Customer. Any controversy or
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claim arising out of or relating to this Agreement, or a breach thereof, the parties shall first attempt
to settle the dispute by mediation, administered by the American Arbitration Association under its
Mediation Rules. If settlement is not reached within sixty (60) days after service of a written
demand for mediation, any unresolved controversy or claim shall be settled by arbitration
administered by the American Arbitration Association under its Commercial Arbitration Rules. The
number of arbitrators shall be one. The place of arbitration shall be in New York, New York and
New York law shall apply. Judgment on the award rendered by the arbitrator(s) may be entered in
any court having jurisdiction thereto.
15.4. Notices. Except as otherwise set forth herein or on the Order Form, all notices to Customer
under this Agreement will be by email to the Executive User and all notices to Clearview must be
sent to legal-requests@clearview.ai. A notice will be deemed to have been duly given the day after
it is sent. The Customer or Clearview may change its email address for receipt of notice by notice
to the other party in accordance with this Section 15.4. A printed version of these Terms and of
any notice given in electronic form shall be admissible in judicial or administrative proceedings
based upon or relating to these Terms to the same extent and subject to the same conditions as
other business documents and records originally generated and maintained in printed form.
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CLEARVIEW USER CODE OF CONDUCT Appendix 1
Clearview Al, Inc. makes its technology and software tools available to government agencies and government
contractors to carry out official government tasks, such as national security, intelligence, counterintelligence, law
enforcement, public safety, public defender, or criminal investigative work. As a company, we are committed to the
highest level of ethics, integrity and professionalism and take steps to ensure that our search tools are used correctly
and lawfully. Our User Code of Conduct ensures that our customers use the Clearview Platform (defined below) in a
safe, ethical, professional, and appropriate manner. Before activating their Clearview Account, Users should review
this Code of Conduct to confirm that they will adhere to these essential rules of use.
This User Code of Conduct applies to all individual Users (persons who possess an individual login associated with a
specific email address and password for an Account on the Clearview Products and Services, referred to as, "User",
"Users", or "Individual Users") and to all User organizations (organizations which have an Agreement with Clearview,
referred to here as "User Organization", "User Organizations", or "Organization").
By registering a User Account with Clearview, and by using Clearview's Products and Services, APIs, Cloud Product,
mobile application and web browser application (found on the web at Clearview.ai), facial imaging and search
software, image Database, image indexing and search functionality, and its website (collectively, the "Clearview
Platform"), Users and Organizations agree to be bound by this User Code of Conduct (this "Code"). Terms not
otherwise defined in this Appendix 1 shall have those given to them in the Terms of Service above.
Account Security
• Users are responsible for maintaining the confidentiality of their username and password.
• Users are responsible for all activity that occurs under that User's username and password. If a User
experiences unauthorized use of their username or password or any other security breach, Users must
immediately email the Clearview Help Desk at help@clearview.ai to notify Clearview.
• Users may only access their accounts from devices that are authorized for professional use by their
Organization.
• The designated User is the only individual who may access and use the Account.
Sharing of Content from the Products and Services Information
• If the "Share With"' feature is enabled or provided to the Customer, it is important to note that Users are
restricted from sharing the results generated by the Products and Services with individuals from other
government agencies, except when explicitly stated otherwise in the Order Form. The Order Form will detail
any permissions and limitations regarding the "Share With" or substantially similar feature, outlining the
extent to which sharing is allowed.
Independent Verification
• Search results obtained through the Clearview Platform and its related systems and technologies are
indicative and not definitive.
• Clearview takes significant steps to ensure the accuracy of its facial recognition software, but we cannot
guarantee the accuracy of search results. Users must conduct further research and investigation to verify
the accuracy of any search result.
• Search results used as a lead in an investigation must be reviewed by more than one person within the
Organization.
• The Clearview Platform is not designed or intended to be used as a single -source system for establishing
the identity of an individual, and Users shall not use it as such.
• Additionally, search results produced by the Clearview Platform are not intended or permitted to be used
as admissible evidence in a court of law or any court filing. We recommend consulting with Your
Organization's legal counsel for further guidance on this matter.
im
Appropriate and Authorized Use
• This Agreement only authorizes the use of the Clearview Platform by government agencies and government
contractors to carry out official governmental tasks, such as national security, public safety, or criminal
investigative work. Any and all use of the Clearview Platform must be authorized by a supervisor employed
by the Organization.
• Organizations must designate an Executive User, who will have access to the search histories of all individual
Users associated with the Organization, and will monitor the search history to ensure responsible use.
• Users shall not use the Clearview Platform for personal purposes, or for any purposes which are not
authorized and directed by the Organization's supervisors.
• Use of the Clearview Platform in a way that contributes to harassment, stalking, cyberstalking, threats,
abuse or bullying, or in violation of any state, federal, local or any other applicable law, is strictly prohibited
by this Code of Conduct.
• Users are prohibited from uploading or providing Content to Clearview that depicts a child known to be
younger than sixteen (16) years of age that is a resident in the State of California, or known to be younger
than thirteen (13) years of age that is a resident in Colorado, Connecticut, or Utah, unless such Content
concerns conduct or activity that the User reasonably and in good faith believes may violate federal, state,
or local law. As further outlined in the Clearview Privacv Policy, Clearview does not knowingly sell or share
information about consumers under the age of 16.
• Users are prohibited from uploading or providing Content to Clearview that depicts a child known to be
younger than thirteen (13) years of age who is a resident in the State of Virginia, unless such Content (i)
concerns an investigation on a matter related to public safety (as further outlined in Children's Online
Privacy Protection Act (15 U.S.C. § 6501 et seq.)), or (ii) concerns conduct or activity that User reasonably
and in good faith believes may violate federal, state, or local laws, rules, or regulations (as further outlined
in Va. Code § 59.1-582).
• Subject to the above, Users are prohibited from uploading or providing Content to Clearview of persons
known to be under the age of sixteen (16) unless such Content concerns: (i) investigation on a matter
related to public safety or the person's safety, (ii) victim identification, when the person's welfare is at risk,
(iii) conduct or investigations of violent felonies, (iv) conduct or activity that User reasonably and in good
faith believes may violate federal, state, or local laws, rules, or regulations, and (v) to help protect against
the spread of Child Sexual Abuse Material ("CSAM"). Users must adhere to all applicable federal, state and
local laws, and cooperate with the necessary law enforcement agencies, including without limitation, the
National Center for Missing & Exploited Children ("NCMEC"), Federal Bureau of Investigation ("FBI"), any
federal law enforcement agency involved in the investigation of child sexual exploitation, kidnapping, or
enticement crimes, any State or local law enforcement agency that is involved in the investigation of child
sexual exploitation, foreign law enforcement agency designated by the Attorney General of the United
States or a foreign law enforcement agency with an established relationship with the FBI, Immigration and
Customs Enforcement, or INTERPOL, and is involved in the investigation of child sexual exploitation,
kidnapping, or enticement crimes.
• Clearview reserves the right to suspend or terminate User accounts if we determine that a User or
Organization has violated any provision of the Code of Conduct.
Conclusion
Clearview aspires to make the world a better place by helping qualified professionals use public information to
counter crime, fraud, and threats to public safety through its proprietary technology. The Clearview Code of Conduct
sets out the expectations for our Users and Organizations in terms of their use of the Clearview Platform. We expect
our Users and Organizations to adhere to these standards at all times and to report any violations to us. By adhering
to this Code of Conduct, You are helping Clearview achieve its collective goal of making communities safer while
adhering to the highest standards of ethics, security, and professionalism. We appreciate your cooperation in
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upholding the integrity of the Clearview Platform and our commitment to responsible and ethical
use.
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