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HomeMy WebLinkAboutContract 62117CSC No. 62117 City of Fort Worth Address: Contact Person: Email: Phone: Billing Contact Email: 1. Services. QPiacer,ai PLACER LABS, INC. ORDER FORM ("Customer") Placer Labs, Inc. 1150 South Freeway, Suite 114 Address: Fort Worth, TX 76104 Contact Person: Martha Collins Martha.collins@fortworthtexas.gov 817-392-2610 autrionne.harris@fortworthtexas.gov ("Placer") 340 S Lemon Ave #1277, Walnut, CA 91789 Adam Peacock Billing Contact Person: Ethan Low Autrionne Harris Billing Email*: accounting a Diacer.ai Billing Phone*: 415-228-2444 *Not for use for official notices. The services provided under this Order Form (the "Services") include: • Access, via Placer Venue Analytics Platform ("Placer's Platform"), to all major venues within the United States. • Access is provided to 10 users, who are part of The City of Fort Worth Economic Development Team. • Access, via Placer's Platform, to Placer Venue Analytics reports, including, Visits, Trade Areas, Customer Journey, Customer Insights, Dwell Times, and Visitation by Hour/Day • Actionable insights include: o Accurate foot traffic counts and dwell time o True Trade Areas displaying frequent -visitors -density by home and work locations o Customers' demographics, interests, and time spent at relevant locations o Where customers are coming-from/going-to? Along which routes? o Benchmarking of Foot Traffic, Market Share, Audiences, and other key metrics o Competitive insights o Void Analysis (as of September 22, 2021) • Custom reports per ad -hoc needs/requests; in Excel, KML, Tableau, and other formats • Ad -hoc property visitor time lapse video generation upon request • Premier Customer Support o Regular meeting with Placer Customer Success Team o Live, Virtual Training support as reasonably needed • Access to Advanced Demographics and Psychographics features, via Placer's Marketplace initiative. The applicable Advanced Demographics and Psychographics are generated using the Input Datasets from the data vendors as set forth below (such data vendors, the "Marketplace Vendors"). Description Marketplace Vendors Input Datasets Used Synergos Technologies (STI) PopStats Synergos Technologies (STI) Spending Patterns Basic Package Synergos Technologies (STI) Workplace Synergos Technologies (STI) MarketOutlook Experian Mosaic The foregoing are referred to as "Marketplace Services". Marketplace Services and Marketplace Data are governed by, and Customer and Placer agree to, the Marketplace License Agreement located at 1 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX httt)s://www.Dlacer.ai/placer-marketplace-license-agreement/ (the "Marketplace Agreement"). Capitalized terms in this section have the meaning set forth in the Marketplace Agreement 2. Permitted Uses The data, information and materials accessible via the Services are referred to as "Placer Data". Customer may use Placer Data solely for the following purposes ("Permitted Uses"): (a) Customer may use Placer Data for Customer's internal business purposes; and (b) Customer may incorporate Placer Data into Research Data, as described and subject to the restrictions below. Under no circumstances may Customer provide any part of any Placer Data in raw form to any third party. "Research Data" means datasets and other materials created by Customer that result in any part from Customer's use of Placer Data. Research Data must not include any Placer Data in raw form or any other form through which the raw form is readily identifiable by the recipient of Research Data (e.g., through common or basic methods of reverse - engineering, etc.). The Customer may share Research Data with current and potential customers, and in marketing materials; provided that the Customer shall cite Placer as a provider of such information. 3. Term and Termination. Initial Term: The initial term of this Order Form will begin as of 11/l/2021, and will continue for 12 consecutive months thereafter (the "Initial Term"). Each renewal or additional term, if any, is referred to as "Additional Term", and the Initial Term and any Additional Terms are referred to collectively as the "Term". Additional Term: Following expiration of the Initial Term, this Order Form may be renewed for four (4) additional terms of one-year each upon the written, mutual, agreement of the parties. Termination: Either party may terminate this Order Form upon thirty (30) days' notice if the other party materially breaches any of the terms or conditions of this Order Form or the Agreement (as defined below), and the breach remains uncured during such thirty (30) days. In addition, Placer may immediately suspend Customer's access to the Services, or terminate the Order Form, in the event of non-payment by the Customer or breach by Customer of any restrictions regarding usage of the Services. Fiscal Funding Out: In the event no funds or insufficient funds are appropriated by Customer in any fiscal period for any payments due hereunder, Customer will notify Placer of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the Customer of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4. Fees. US$ 38,000/year invoiced: in full upon signing this Order Form. Fees billed via Bill.com. Customer shall pay the fees set forth above in this Order Form. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Customer shall be responsible for all taxes associated with the Services other than U.S. taxes based on Placer's net income. If Customer believes that Placer has billed Customer incorrectly, Customer must contact Placer no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to Placer's customer support department at support@placer.ai. In the event of any termination, Customer will pay in full for the Services up to and including the last day on which the Services are available to Customer. All billing will be sent via electronic invoice to the Customer contact indicated above. Customer shall pay all fees within thirty (30) days of the invoice date. 5. Support. Placer will use commercially reasonable efforts to provide customer service and technical support in connection with the Services on weekdays during the hours of 9:00 a.m. through 5:00 p.m. California time, with the exclusion of federal holidays. For any such support, please contact us at support@placer.ai. 6. Mutual NDA. Each parry (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Placer includes, without limitation, non-public information regarding features, functionalities and performance of, and pricing for, the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted by the Agreement) or disclose to any third party any Proprietary Information. The foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in the possession of or known to the Receiving Party, prior to disclosure thereof by the Disclosing Party, without any restrictions or confidentiality obligations, (c) was rightfully disclosed to it, without any restrictions or confidentiality obligations, by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement and reasonably cooperates with the Disclosing Party to limit or challenge such requirement. These provisions regarding Proprietary Information shall apply in perpetuity and shall survive any termination of the Order Form or the Agreement. Notwithstanding the above, Customer is a government entity under the laws of the State of Texas and all documents held or maintained by Customer are subject to disclosure under the Texas Public Information Act (the "Act"). To the extent the Agreement requires that Customer maintain records in violation of the Act, such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, Customer shall promptly notify Placer. It will be the responsibility of Placer to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by Customer, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 7. Miscellaneous. A. All notices under the Order Form and the Agreement will be in writing and will be deemed to have been duly given (a) upon delivery by a recognized delivery service (e.g., FedEx) with delivery confirmation, (b) upon receipt, if sent by U.S. certified or registered mail, return receipt requested, or (c) when sent via email, if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Notices shall be sent to the addresses set forth in the Order Form, which addresses may be subsequently modified by written notice given in accordance with these provisions. B. Customer grants Placer the right to use Customer's company name and company logo, for Placer's promotional purposes , with Customer prior written approval. C. Pursuant to Chapter 2, Article II, Division IV, Section 2-37(d), Administration, Powers and Duties of the Department of Internal Audit, of the Code of Ordinances of the City of Fort Worth, the city and the city internal auditor shall have access to and the right to examine all necessary books, papers, documents, records and personnel of parties who contract with the city or who subcontract under a city contract. NECESSARY BOOKS, PAPERS, DOCUMENTS, RECORDS AND PERSONNEL, in this case, include all down -time reports and records showing the times in which City did, or did not, have access to Vendor's platform as required by the Contract. 8. Insurance. 1.1. Placer shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the Customer: 1.1.1. Commercial General Liability: 1.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 1.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $3,000,000. Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. 1.1.2. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000 aggregate limit. 1.1.3. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 1.1.4. Technology Liability (Errors & Omissions) 1.1.4.1. Combined limit of not less than $2,000,000 per occurrence; $4 million aggregate or 1.1.4.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. 1.1.4.3. Coverage shall include, but not be limited to, the following: 1.1.4.3.1. Failure to prevent unauthorized access; 1.1.4.3.2. Unauthorized disclosure of information; 1.1.4.3.3. Implantation of malicious code or computer virus; 1.1.4.3.4. Fraud, Dishonest or Intentional Acts with final adjudication language; 1.1.4.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of copyright, trade mark or trade secret, brought against the Customer for use of Deliverables, Software or Services provided by Placer under this Agreement; 1.1.4.3.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Placer and may not exceed $50,000 without the written approval of the Customer. Coverage shall be claims -made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to Customer to evidence coverage; and 1.1.4.3.7. Any other insurance as reasonably requested by Customer. 1.2. General Insurance Requirements: 1.2.1. All applicable policies shall name Customer as an additional insured thereon, as its interests may appear. 1.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of Customer. 1.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to Customer. 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, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 1.2.4. 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. 1.2.5. Any failure on the part of Customer to request required insurance documentation shall not constitute a waiver of the insurance requirement. 1.2.6. Certificates of Insurance evidencing that the Placer has obtained all required insurance shall be delivered to and approved by the Customer's Risk Management Division prior to execution of this Agreement. This Order Form is entered into by and between Customer and Placer effective as of the date of the last signature below. This Order Form and use of the Services are governed by, and Customer and Placer agree to, the License Agreement located at httDs://www.Dlacer.ai/placer-license-agreement/ (the "Agreement"); provided, however, that in the event of any conflict between this Order Form and the Agreement, this Order Form shall control. Unless otherwise defined in this Order Form, capitalized terms herein have the same meaning as in the Agreement. [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] Customer: By: Jesus{haaLpatPlov1T202117:09 CST) Name: Jay Chapa Title: Deputy City Manager Date: Nov 17, 2021 Placer: t/,lnoV X2`/ Zv/r By: jacov Ben -Zvi (Nov 17, 202107:45 GMT+2) Name: Jacov Ben -Zvi Title: President Date: Nov 17, 2021 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name: Robert Sturns Title: Economic Development Director Approved as to Form and Legality: By: Name: Taylor Paris Title: Assistant City Attorney 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. Marti CW4;1tk By: Martha Collins (Nov 17, 202116:54 CST) Name: Martha Collins Title: Revitalization Coordinator u p oifORtn 20 City Secretary:'9,;dp °ayn�znsr By: Name: Ronald P. Gonzales Title: Acting City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX T Piacer,ai EXHIBIT A LICENSE AGREEMENT This License Agreement (this "Agreement") is entered into by and between Placer Labs, Inc., a Delaware corporation ("Placer"), and the customer ("Customer") listed on the order form (the "Order Form") entered into by and between Placer and Customer, effective as of the last signature date set forth on the Order Form (the "Effective Date"). Unless otherwise defined in this Agreement, capitalized terms herein have the same meaning as in the Order Form. LICENSE Subject to the terms of this Agreement and the Order Form (including, without limitation, the payment of fees by Customer), Placer hereby grants to Customer a limited, non-exclusive, non -transferable, non-sublicensable license to access and use the Services and Placer Data (as set forth in the Order Form) solely for the Permitted Uses (as set forth in the Order Form). 2. RESTRICTIONS AND RESPONSIBILITIES Customer will not, directly or indirectly, or allow any third party to (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or Placer Data or any software, documentation or data related to the Services or Placer Data; (b) re -identify any anonymized or statistical Placer Data, (c) modify, translate, or create derivative works based on Placer Data (except to the extent expressly set forth as Permitted Use in the Order Form), (d) share Placer Data with, or disclose Placer Data to, or use Placer Data for the benefit of, a third party (except to the extent expressly set forth as Permitted Use in the Order Form), (e) or remove any proprietary notices or labels, (e) circumvent any security control or access mechanism for the Services or Placer Data, (f) perform systematic and/or bulk downloads of Placer Data, or web scraping of Placer Data/from the Services, or systematic API calling beyond the minimal amount needed for Permitted Uses, or attempt to reconstruct any portion of Placer Data or (g) use the Services or Placer Data in connection with any products, services, or activities that compete with Placer. Customer shall not, directly or indirectly, resell distribute, sublicense, display, or otherwise provide to third parties the Services or any Placer Data, except that Customer may display Placer Data as part of Research Data. 1. Customer represents, covenants, and warrants that Customer will use the Services and Placer Data only in compliance with applicable laws and regulations. Although Placer has no obligation to monitor Customer's access to and use of the Services or Placer Data, Placer may do so and may prohibit any access or use it believes may be (or alleged to be) in violation of the foregoing. 2. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services and Placer Data, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent. 3. PROPRIETARY RIGHTS 1. Placer shall own and retain all right, title and interest in and to (a) the Services and Placer Data, and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with supporting the foregoing, and (c) all intellectual property rights related to any of the foregoing. No licenses are granted by estoppel or by implication. 2. Customer may provide feedback to Placer in respect of the Services or Placer Data. Feedback may include, without limitation, updates to or corrections of Placer Data (e.g., a retail store may have moved or may have been closed). Placer may use any such feedback to improve the Services or for other purposes, without any obligation to Customer. 3. In the course of using the Services, Customer may upload data (e.g., Customer's customer data) to the Services. Such uploaded data is referred to herein as "Customer Data". Customer hereby grants Placer a nonexclusive, worldwide, royalty -free, perpetual, irrevocable, sublicensable and transferable right to use, modify, reproduce, distribute, prepare derivative works of, display and perform Customer Data (including all related intellectual property rights) in an aggregated and de - identified format ("Anonymized Customer Data") in connection with the Services. Customer also hereby grants each user of the Services a non-exclusive license to access Anonymized Customer Data through the Services, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such Anonymized Customer Data as permitted through the functionality of the Services. For clarity, the foregoing license grant to Placer and users of the Services does not affect Customer's ownership of Customer Data. Placer reserves the right to remove any Customer Data and/or Anonymized Customer Data from the Services at any time for any reason. Customer, not Placer, remains solely responsible for all Customer Data that Customer uploads, posts, emails, transmits, or otherwise disseminates using, or in connection with, the Services, and Customer represents and warrants that Customer possesses all rights necessary to provide such Customer Data to Placer and to grant the rights to use such Customer Data as provided herein. 4. WARRANTY AND DISCLAIMER 1. Placer shall use reasonable efforts consistent with prevailing industry standards to provide access to the Services and Placer Data. Access may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Placer or by third -party providers, or because of other causes beyond Placer's reasonable control, but Placer shall use reasonable efforts to provide advance notice, by posting in the Services, email, or otherwise, of any scheduled service disruption. PLACER DOES NOT WARRANT THAT ACCESS TO THE SERVICES OR PLACER DATA WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR PLACER DATA. 2. Placer Data shall not include (i) any personally identifiable data, including but not limited to, name, email address, address or any other personal identifier ("Personal Data"), nor (ii) any sensitive data, including but not limited to Personal Data relating to social security numbers and other government identifiers, information relating to health or medical conditions, and information relating to sex life or sexual orientation, political opinions, and financial account numbers ("Sensitive Data"). 3. Placer represents and warrants that to its knowledge the Services and Placer Data do not infringe the intellectual property rights of any third party and comply with applicable laws and regulations. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 4, THE SERVICES AND PLACER DATA ARE PROVIDED "AS IS" AND PLACER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT. PLACER DATA ARE COMPILED BASED ON PROPRIETARY ALGORITHMS, AND PLACER DOES NOT WARRANT THAT ALL DATA SHALL BE COMPLETE AND ACCURATE. FURTHER, PLACER MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR PLACER DATA. Without limiting the foregoing disclaimer, Customer acknowledges and agrees that Placer Data consist of and represent the result of statistical inferences. Placer is not a backup service, and Customer is solely responsible for creating any backups of data provided by Placer. Placer is not responsible for decisions made by Customer based on Placer Data. 5. INDEMNITY Placer agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, and hold Customer harmless from liability to third parties resulting from: (a) infringement by Placer's provision of Placer Data of any United States patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from Customer's use of the Placer Data,, in accordance with the Agreement, it being understood that the foregoing obligations do not apply with respect to any portions or components of Placer Data (i) not supplied by Placer, (ii) compiled in whole or in part in accordance with Customer specifications, (iii) that are modified by any party other than Placer, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of alternatives that would have avoided the alleged infringement, or (vi) where Customer's use of Placer Data is not strictly in accordance with this Agreement So long as Placer bears the cost and expense of payment for claims or actions against the Customer pursuant to this indemnification, Placer shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Customer shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the Customer's interest, and Customer agrees to cooperate with Placer in doing so. In the event Customer, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the Customer for infringement arising under the Agreement, the Customer shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Placer shall fully participate and cooperate with the Customer in defense of such claim or action. Customer agrees to give Placer timely written notice of any such claim or action, with copies of all papers Customer may receive relating thereto. Notwithstanding the foregoing, the Customer's assumption of payment of costs or expenses shall not eliminate Placer's duty to indemnify the Customer under the Agreement. If Placer Data, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Placer shall, at its own expense and as Customer's sole remedy, either: (a) procure for Customer the right to continue to use the Placer Data; or (b) modify the Placer Data to make them/it non -infringing, provided that such modification does not materially adversely affect Customer's authorized use of the Placer Data; or (c) replace the Placer Data with equally suitable, compatible, and functionally equivalent non -infringing Placer Data at no additional charge to Customer; or (d) if none of the foregoing alternatives is reasonably available to Placer, terminate the Agreement, and refund all amounts paid to Placer by the Customer,. PLACER'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CUSTOMER 6. LIMITATION OF LIABILITY IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THE ORDER FORM, THIS AGREEMENT, THE SERVICES OR PLACER DATA, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR NON-PAYMENT OF FEES, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE ORDER FORM, THIS AGREEMENT, THE SERVICES OR PLACER DATA FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY WILL NOT EXCEED THE FEES PAID TO PLACER UNDER THE ORDER FORM DURING THE PREVIOUS TWELVE (12) MONTHS PRECEDING ANY CLAIM GIVING RISE TO ANY LIABILITY HEREUNDER. NOTWITHSTANDING ANY OTHER PROVISIONS, THE FOREGOING LIMITATIONS WILL NOT APPLY TO BREACH OF CONFIDENTIALITY OBLIGATIONS OR BREACH OF LICENSING RESTRICTIONS. EXPORT CONTROL Customer may not remove or export from the United States or allow the export or re-export of Placer Data, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. 8. MISCELLANEOUS This Agreement includes and incorporates Placer's privacy policy located at httDS://www.Dlacer.ai/Drivacv-nolicv/platform-services- Drivacv-Dolicv/ (the "Privacy Policy"). The Order Form, the Privacy Policy, and all other referenced documents, if any, are integral parts of this Agreement. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Placer's prior written consent. Placer may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Placer in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. This Agreement shall be governed by the laws of the State of Texas without regard to its conflict of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, such terms are hereby deleted from the Agreement and shall have no force or effect. This Agreement shall have the same Term as, and shall terminate or expire concurrently with, the Order Form. The following will survive any termination of this Agreement and Order Form: Sections 2.1, 2.2, 3 through 8 of this Agreement. T Piacer,ai EXHIBIT B Marketplace License Agreement This Marketplace License Agreement (this "Marketplace Agreement") is agreed to by and between Placer Labs, Inc., a Delaware corporation ("Placer"), and the customer ("Customer") listed on the Marketplace Order. "Marketplace Order" means the document executed by Placer and Customer whereby Placer agrees to provide Customer with access to Marketplace Services, which document may be in the form of a new order form, an amendment to an existing order form, or another document format executed by the parties. Unless otherwise defined in this Marketplace Agreement, capitalized terms herein have the same meaning as in the Marketplace Order. 1. LICENSE 1. Subject to the terms of this Marketplace Agreement and the Marketplace Order (including, without limitation, the payment of fees by Customer), Placer hereby grants to Customer a limited, non-exclusive, non -transferable, non- sublicensable license, during the term of the Marketplace Order, to access and use the Marketplace Services and Marketplace Data solely for Permitted Uses (as defined below). 2. "Marketplace Data" means data in such form and substance as made available by Placer to Customer by way of Marketplace as overlayed on Placer's platform, which data are created by Placer and/or Marketplace Vendors, using the applicable datasets from the applicable Marketplace Vendors as set forth in the Marketplace Order (such datasets, "Input Datasets"). Marketplace Data, including their form and substance, may be updated and modified by Placer and/or Marketplace Vendors from time to time. Placer will use commercially reasonable efforts to keep Marketplace Data as updated as possible, per its agreements with the applicable Marketplace Vendors, with the goal of having at least an annual update with respect to each dataset. Marketplace Data do not include, and Customer will not have access to, the Input Datasets sourced by Placer from Marketplace Vendors. 3. Customer may use Marketplace Data only for (i) On -Platform Uses and (ii) Off -Platform Limited Uses. "On -Platform Uses" means using Marketplace Data as overlayed on Placer's platform for such interactions as may be made available by Placer, which are subject to updates and modifications by Placer from time to time. "Off -Platform Limited Uses" mean: (a) Customer may use Marketplace Data for Customer's internal business purposes, including using Research Data (as defined below) to service its customers; and (b) Customer may incorporate Marketplace Data into Research Data, as described and subject to the restrictions herein. "Research Data" means datasets and other materials created by Customer that result in any part from Customer's use of Marketplace Data. Research Data must not include any Marketplace Data in raw form or any other form through which the raw form is readily identifiable by the recipient of Research Data (e.g., through common or basic methods of reverse -engineering, etc.). Customer may share Research Data with current and potential customers, and in marketing materials; provided that Customer shall cite Placer as a provider of such information. On -Platform Uses and Off -Platform Limited Uses are referred to collectively as "Permitted Uses". Under no circumstances may Customer provide any part of any Marketplace Data in raw form to any third party. 4. For clarity: (x) Marketplace Data is licensed to, not purchased by, Customer (y) Customer will not have access to any Input Datasets sourced by Placer from Marketplace Vendors; and (z) Customer must not use Marketplace Services or Marketplace Data in any way or for any purpose other than Permitted Uses. 2. RESTRICTIONS AND RESPONSIBILITIES 1. Customer will not, directly or indirectly, or allow any third party to (a) reverse engineer, decompile, disassemble, decode, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Marketplace Services or Marketplace Data or any software, documentation or data related to the Marketplace Services or Marketplace Data; (b) re -identify any anonymized or statistical Marketplace Data, (c) modify, translate, or create derivative works based on Marketplace Data (except to the extent expressly set forth as Permitted Use), (d) share Marketplace Data with, or disclose Marketplace Data to, or use Marketplace Data for the benefit of, a third party (except to the extent expressly set forth as Permitted Use), (e) or remove any proprietary notices or labels, (e) circumvent any security control or access mechanism for the Marketplace Services or Marketplace Data, (f) use the Marketplace Services or Marketplace Data in connection with any products, services, or activities that compete with Placer, (g) resell, lease, distribute, display, assign, transfer, or sublicense the Marketplace Services or any Marketplace Data or any portion thereof, or (h) attempt to reconstruct or collect the Input Datasets for Marketplace Data. 2. Customer represents, covenants, and warrants that Customer will use the Marketplace Services and Marketplace Data only in compliance with applicable laws and regulations. Although Placer has no obligation to monitor Customer's access to and use of the Marketplace Services or Marketplace Data, Placer may do so and may prohibit any access or use it believes may be (or alleged to be) in violation of the foregoing. 3. Customer agrees that Customer Information (as defined below) may be revealed to the Marketplace Vendors, and Customer hereby explicitly permits Placer to share Customer Information with the Marketplace Vendors. "Customer Information" means Customer's company name and the fees Customer paid to Placer for access to Placer's platform and/or Marketplace. 3. WARRANTY AND DISCLAIMER 1. Placer shall use reasonable efforts consistent with prevailing industry standards to provide access to the Marketplace Services and Marketplace Data. Access may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Placer or by third- party providers, or because of other causes beyond Placer's reasonable control, but Placer shall use reasonable efforts to provide advance notice, by posting in the Marketplace Services, email, or otherwise, of any scheduled service disruption. PLACER DOES NOT WARRANT THAT ACCESS TO THE MARKETPLACE SERVICES OR MARKETPLACE DATA WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE MARKETPLACE SERVICES OR MARKETPLACE DATA. 2. THE MARKETPLACE SERVICES AND MARKETPLACE DATA ARE PROVIDED "AS IS" AND PLACER AND ITS MARKETPLACE VENDORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT. FURTHER, PLACER MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE MARKETPLACE SERVICES OR MARKETPLACE DATA. NEITHER PLACER NOR ITS DATA SUPPLIERS ARE RESPONSIBLE FOR ANY DECISIONS MADE BY CUSTOMER BASED ON MARKETPLACE DATA. 4. LIMITATION OF LIABILITY IN NO EVENT WILL PLACER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THE MARKETPLACE ORDER, THIS MARKETPLACE AGREEMENT, THE MARKETPLACE SERVICES OR MARKETPLACE DATA, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PLACER' S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE MARKETPLACE ORDER, THIS MARKETPLACE AGREEMENT, THE MARKETPLACE SERVICES OR MARKETPLACE DATA FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY WILL NOT EXCEED $100. 5. GENERAL PROVISIONS The following will survive any termination of this Marketplace Agreement and Marketplace Order: Sections 2.1, 2.2, and 3 through 5 of this Marketplace Agreement. The provisions under the headings "Proprietary Rights" and "Miscellaneous" in the License Agreement located at https://www.placer.ai/placer-license-agreement/ (the "License Agreement") are incorporated herein and shall apply to Marketplace Services with the necessary changes (e.g., references to "Services" and "Placer Data" in the License Agreement shall be substituted herein by references to "Marketplace Services" and "Marketplace Data").