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HomeMy WebLinkAboutContracts & Agreements_31-2026' ' Placer.ai PLACER LABS INC. SaaS Agreement City of Redlands, California ("Customer") Placer Labs Inc. ("Placer") Address: 35 Cajon St, Ste 200 Redlands, California 92373 Address: 440 N Barranca Ave., #1277 Covina, CA 91723 Contact Person Rodney Fraser Contact Person: Ross Wittman Billing Contact Person: Jason Tsui Email: rwittman@cityofredlands.org Billing Email*: billing@placer.ai Phone: 909-335-4755 Billing Phone*: 415-228-2444 ext 806 Billing Contact Email: rwittman cityofredlands.org *Not for use for official notices. The services provided under this Order Form the "Services" include: Services Description Services Description Detail Platform Access Section 2 Chains Report Expanded Section 2 Void Analysis Section 2 Advance Market Report Section 2 Total Annual Fee — Year 1 $25,000.00 All Fees in this Order Form are shown in US Dollar (USD) 2. Services Description. Chains Report Expanded Chains Report Expanded which displays chain -level demographic and psychographic data. Placer Venue Analytics Platform Access to Placer's location analytics platform (the "Placer Platform"). Access to Placer XTRA reports,subject to Scoping and Additional Usage Limitations in Section 3. Void Analysis Access to the Void Analysis tool. Advanced Market Report Advanced Market Report is an advanced version of the market report in the Placer Platform. Permitted Uses: 1 CON-048235 Customer may use Placer Data solely for the following purposes ("Permitted Uses"): (a) Customer may use Placer Data for Customer's internal business purposes; and (b) Customer may incorporate Placer Data into Research Data, as described and subject to the restrictions below. "Placer Data" means the data, information and materials accessible via the Services. "Research Data" means datasets and other materials created by Customer that result in any part from Customer's use of Placer Data: • Research Data may contain limited excerpts and discrete portions of Placer Data ("Excerpts") so long as: (i) such Excerpts are only supportive of, and do not independently form a substantial part of, the Research Data; (ii) Research Data does not include full copies or substantial portions of Placer Data; and (iii) any such Research Data is distributed to no more than a limited member of Customer's clients and prospective clients and is not commercially or generally distributed; • The Customer may share Research Data with current and potential customers, and in marketing materials; provided that the Customer shall cite Placer as a provider of such information (for such purpose only, Placer grants Customer the rights to use the Placer.ai name and logo, provided that any such use of the Placer.ai name and logo must clearly indicate that Placer is the provider of data only, and is not involved in any analysis, conclusion, recommendation); and • Customer shall not, directly or indirectly, resell, distribute, sublicense, display or otherwise provide Placer Data to any third parties, except that Customer may display Placer Data as part of Research Data. No part of the Placer Data or Research Data may be used: (i) in connection with, or to enable development of machine learning, rules engines, or other similar automated processes; or (ii) to train third -party artificial intelligence ("AI") technologies, models, software, platforms or tools including, without limitation, ChatGPT, Bard and similar AI technologies. None of the Placer Data, or any part thereof, may be shared externally with any third -party AI technology service providers unless the third -party AI service providers are contractually prohibited from: (i) using the Placer Data to develop or improve the AI technology, (ii) storing any portion of the Placer Data; and (iii) redistributing any portion of the Placer Data to any third party. Sconing and Additional Usage Limitations: In addition to and not in replacement of any usage limitations in this Order Form and the Agreement, Customer's access to and usage of the Services and Placer Data is further limited as follows: • Customer and its authorized users may not share user credentials, logins or Placer Data with any others. • Customer and its authorized users may not provide access to any third party agents acting on Customer's behalf (including any consultants, contractors, or other agents of Customer) without prior written consent from Placer. Any such approved access may be subject to an additional fee pursuant to a written amendment to this Order Form. • POI Requests: Annual Maximum of 1040.0 • Xtra Reports: Quarterly Maximum of 26 credits; Annual Maximum of 104. • Access is limited to the following States: US -CA • Customer's authorized users may only be members of the following Customer Department: Economic development; Other - Facilities & Community Services; Term: The Initial Term and any Additional Terms are referred to collectively as the "Term." • Initial Term: The initial term of this Order Form will begin as of the last signature date set forth below (the "Effective Date"), 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". CON-048235 Additional Term: This Order Form shall continue on the same terms and conditions set forth herein for additional periods of the same duration as the Initial Term, if mutually agreed in writing by both parties (email would be sufficient). Termination: • Material Breach: 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 after prior written notice from the other party is sent to the defaulting party. • Suspension: 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. • Fees: All Fees are non-refundable and in the event of any termination, Customer will pay in full for the Services. • Notwithstanding the foregoing, should Customer terminate this Order Form due to uncured Material Breach as referenced above by Placer, Placer will remit to Customer the prorated Fee attributable to the balance of the current Term. Post -Termination: Rights and Licenses: Upon any termination or other expiration of this Order Form all rights and licenses granted to Customer to use the Services and Placer Data shall cease. Placer Data: Within ten (10) days after such termination or expiration, Customer will permanently delete or destroy all elements of Placer Data under its control; provided however, Customer shall not be required to immediately purge from its hard -copy, electronic or email files Placer Data that Customer accessed or otherwise used in compliance with the terms of this Order Form or the Agreement which are contained in such hard -copy, electronic or email files (the "Post -Termination Information"), so long as any Post -Termination Information is (x) solely retained for ordinary corporate systems backup, legal or regulatory purposes, (y) not used, copied, distributed or displayed for internal research or marketing or for any other commercial purposes and (z) ultimately deleted in accordance with Customer's data retention policy. Research Data: Customer may retain and continue to use and distribute copies of Research Data generated hereunder, provided that any such Research Data containing Excerpts (w) is presented in such a manner that it could not reasonably be decompiled or reverse engineered to extract the underlying Placer Data, (x) is used for Customer's internal, non-commercial business purposes only, (y) is ultimately deleted in accordance with Customer's data retention policy and (z) is otherwise used in accordance with this Order Form and the Agreement. Certification: Upon request from Placer, Customer shall certify in writing its compliance with this provision. 5. Invoicing, Payment Terms, and Fee Increases. Invoicing and Payment Terms: Placer will invoice Customer as follows for the Annually (Placer will invoice Customer for the entire Annual Initial Term starting on the Effective Date: Fee promptly after the Effective Date and then annually thereafter Customer shall pay all invoices within the 45 days following number of days of the invoice date: CON-048235 • Placer will send all billing via electronic invoice to the Customer billing contact email indicated above via NetSuite. • if Customer believes that Placer has invoiced Customer incorrectly, Customer must contact Placer no later than sixty (60) days after the closing date on the first invoice 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{2place r.ai. • Unpaid amounts are subject to a finance charge of 1 % per month on any outstanding balance. • Customer is responsible for all applicable taxes arising directly from the Services other than U.S. taxes based on Placer's net income. Fee Increases: • The Annual Fee for the Initial Term has been based on the metric(s) and scoping in this Order Form, Placer reserves the right to increase the Customer's Annual Fee for any Additional Term if the metric or scope of use has increased. • Except as specifically provided otherwise in this Order Form, renewal of promotional or one-time priced Fees will be at Placer's applicable subscription pricing in effect at the time of the applicable Additional Term. • Customer agrees that if any event occurs that will result in a material increase in Customer's usage of the Services (whether due to a merger or acquisition or otherwise), Customer will notify Placer in writing no later than thirty (30) days following the date of such event and Placer reserves the right to increase the Customer's Annual Fee mid -Term accordingly. If such event consists of Customer's merger with or acquisition of another customer of Placer, the Annual Fee increase shall be in an amount no less than the pro -rated annual fee of such other customer. • Except as specifically provided otherwise in this Order Form, Annual Fees for any Additional Term shall be subject to an increase up to the greater of five (5%) CPI, unless Placer provides notice of different pricing at least thirty (30) days prior to the applicable Additional Term.. Any such increase in Annual Fees will only be effective upon commencement of the Additional Term. Premier Customer Support • Regular Meetings with Placer's Customer Success Team • Live, Virtual Training support Placer will use commercially reasonable efforts to provide customer service and technical support in connection with the Services on weekdays during the hours of 9:00 A.M. through 5:00 P.M. Pacific Time, with the exclusion of federal holidays. For any such support, Customer shall contact support j ,placer.ai. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Parry'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 parry, (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law, subpoena or court order, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement and reasonably cooperates with the Disclosing CON-048235 Party to limit or challenge such requirement at Disclosing Party's sole cost and expense. These provisions regarding Proprietary Information shall apply in perpetuity and shall' survive any termination of the Order Form or the Agreement. Funding Failure Termination Right. If funds for continued payments under this Agreement by the Customer are at any time unavailable or are insufficient for the Initial Term or any Additional Term, through failure of any entity, including the Customer itself, to appropriate such funds, then the Customer shall, within ten (10) days of such determination, provide notice to Placer and both Placer and the Customer shall have the right to immediately terminate this Order Form without penalty or further payment by the Customer. Public Records Laws. Placer acknowledges that if Customer is subject to the applicable public records laws and regulations for California state ("Public Records Laws"), that all obligations imposed by this Agreement are subordinate to Customer's obligations under Public Records Laws. Notwithstanding the foregoing, Customer agrees that it will keep Placer's Proprietary Information (including any Placer Data) confidential in accordance with this Order Form and the Agreement unless otherwise required to be disclosed by applicable law, including Public Records Law, court order or subpoena. License Agreement Amendments. For the purposes of this Order Form only, the Agreement is hereby amended as follows: • If applicable law prohibits Customer from indemnifying Placer, then Section 5.b of the Agreement; beginning "Customer shall defend, indemnify and hold Placer harmless...", is hereby deleted in its entirety. • The third to the last sentence of Section 8 of the Agreement is hereby removed in its entirety and replaced with the following: "This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions." Notices. All notices under the Order Form and the Agreement will be in writing and will be deemed to have been duly given (a) upon delivery by a recognized delivery service (e.g., FedEx) with delivery confirmation, (b) upon receipt, if sent by U.S. certified or registered mail, return receipt requested, or (c) when sent via email, if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Notices shall be sent to the addresses set forth in the Order Form, which addresses may be subsequently modified by written notice given in accordance with these provisions. Trial Offering. If Placer provides Customer with additional Services or Placer Data during the Term and identifies such Services or Placer Data as for evaluation or trial purposes only (a "Trial Offering"), access to the Trial Offering is permitted only during the period designated by Placer (or if not designated, 30 days from receipt of access) ("Trial Subscription Term"), unless the Trial Offering is earlier terminated as provided below. During the Trial Subscription Term, Customer may only use the Trial Offering for internal evaluation purposes and may not otherwise use or distribute the Trial Offering for any other purposes. Notwithstanding any provision included in this Order Form or the Agreement to the contrary, in respect of the Trial Offering Customer acknowledges and agrees that: (i) either party may terminate the Trial Subscription Term immediately and without liability upon written notice to the other party; (ii) any Trial Offering is provided "as is"; (iii) Placer provides no warranty, service levels or indemnity for any Trial Offering and (iv) Placer's liability related to any Trial Offering will not exceed USD $100. Notwithstanding the foregoing, the Services and Placer Data provided in this Order Form is not considered a Trial Offering. Promotional Use. Customer grants Placer the right to use Customer's company name and company logo, for Placer's promotional purposes. This Order Form is entered into by and between Customer and Placer effective as of the Effective Date. This Order Form and use of the Services are governed by, and Customer and Placer agree to, the License Agreement attached hereto as Exhibit A (the "Agreement"); provided, however, that in the event of any conflict between this Order Form and the Agreement, this Order Form shall control. Unless otherwise defined in this Order Form, capitalized terms herein have the same meaning as in the Agreement. CON-048235 "Customer" Signature: Name: a4y l e-C pt, I 6L — Title:d-y-+ti-�.��p� Date: 7— / e'-- - 0 ATTEST: ,!59ne Donaldson, City Clerk "Placer" Signature: Name: foe Whltty Title: Corporate Controller Date: 3/4/2026 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. 1. LICENSE Subject to the terms of this Agreement and the Order Form (including, without limitation, the payment of fees by Customer), Placer hereby grants to Customer a limited, non-exclusive, non -transferable, non-sublicensable license to access and use the Services (as set forth in the Order Form) solely for the Permitted Uses (as set forth in the Order Form). 2. RESTRICTIONS AND RESPONSIBILITIES 2.1 Customer will not, directly or indirectly, or allow any third party to (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or Placer Data or any software, documentation or data related to the Services or Placer Data; (b) attempt to re -identify any anonymized, aggregated, deidentified, obfuscated, or statistical Placer Data, (c) modify, translate, or create derivative works based on Placer Data (except to the extent expressly set forth as Permitted Use in the Order Form), (d) share Placer Data with, or disclose Placer Data to, or use Placer Data for the benefit of, a third party (except to the extent expressly set forth as Permitted Use in the Order Form), (e) remove any proprietary notices or labels, (f) circumvent any security control or access mechanism for the Services or Placer Data, (g) perform systematic and/or bulk downloads of Placer Data, or web scraping of Placer Data/from the Services, or systematic API calling beyond the minimal amount needed for Permitted Uses, or attempt to reconstruct any portion of Placer Data, (h) use the Services or Placer Data in connection with any products, services, or activities that compete with Placer, or (i) attempt to build a user profile for a given individual or device based on Placer Data, or attempt, facilitate, or encourage others to identify a given individual or user or reconstruct user profiles based on Placer Data. Customer shall not, directly or indirectly, resell, distribute, sublicense, display, or otherwise provide to third parties the Services or any Placer Data or any derivatives of Placer Data, except that Customer may display Placer Data as part of Research Data during the Term. For the avoidance of doubt, and without limiting any other restrictions or obligations set forth in this Agreement, Customer shall not use, license, sub -license or distribute Placer Data or any data derived from Placer Data, for any of the following purposes: (I) in connection with establishing eligibility for employment, health care, credit or insurance; (II) for making decisions solely by automatic means where the decision has a significant effect on the individual to whom the data relates; (III) for any unlawful tracking or unlawful surveillance purposes; or (IV) to market or sell to law enforcement agencies or to any governmental agency to be used for a law enforcement purpose. 2.2 Customer represents, covenants, and warrants that Customer will use the Services and Placer Data and only in compliance with applicable laws and regulations. Furthermore, Customer will ensure all access to Placer (`log in") shall be done using email addresses of Customer's email domain, and never any personal email addresses. Although Placer has no obligation to monitor Customer's access to and use of the Services or Placer Data Placer may do so and may prohibit any access or use it believes may be (or alleged to be) in violation of the foregoing. 2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services and Placer Data, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Access Equipment"). Customer shall also be responsible for maintaining the security of the Access Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Access Equipment with or without Customer's knowledge or consent. 2.4 Customer shall maintain information security measures to safeguard Customer's Access Equipment and Placer Data in Customer's possession, including appropriate physical, technical, and organizational measures to ensure the security of such data. Such measures shall include, but not be limited to, the highest degree of care that Customer utilizes to safeguard its own sensitive data, which shall be no less than industry standard security measures in any event. 2.5 Customer shall maintain accurate and complete records relating to its use of Placer Data during the Term and for a period of one (1) year thereafter. Placer or its designee(s) may, at any time upon not less than ten (10) business days' notice to Customer, examine such records of Customer (and its affiliates and contractors, if any are permitted to use Placer Data) related to Customer's and any such parties' use of Placer Data ("Audit"). Customer will cooperate fully, and cause its affiliates and contractors to cooperate frilly, with any such Audit(s) and will provide all records, data, documentation, and other information reasonably requested by Placer. The Audit(s) will be conducted during normal business hours, and at Placer's expense; provided however if such Audit reveals misuse of Placer Data by Customer, then Customer will bear the cost of such Audit, without limiting any other rights or remedies that Placer may have with respect to any such misuse of Placer Data. 3. PROPRIETARY RIGHTS 3.1 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. 3.2 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. 33 In the course of using the Services, Customer may upload data (e.g., Customer's customer data) to the Services. Such uploaded data is referred to herein as "Customer Data". Customer hereby grants Placer a nonexclusive, worldwide, royalty -free, perpetual, irrevocable, sublicensable and transferable right to use, modify, reproduce, distribute, prepare derivative works of, display and perform Customer Data (including all related intellectual property rights) in an aggregated and de -identified format ("Anonymized Customer Data") in connection with the Services. Customer also hereby grants each user of the Services a non-exclusive license to access Anonymized Customer Data through the Services, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such Anonymized Customer Data as permitted through the functionality of the Services. For clarity, the foregoing license grant to Placer and users of the Services does not affect Customer's ownership of Customer Data. Placer reserves the right to remove any Customer Data and/or Anonymized Customer Data from the Services at any time for any reason. Customer, not Placer, remains solely responsible for all Customer Data that Customer uploads, posts, emails, transmits, or otherwise disseminates using, or in connection with, the Services, and Customer represents and warrants that Customer possesses all rights necessary to provide such Customer Data to Placer and to grant the rights to use such Customer Data as provided herein. 4. WARRANTY AND DISCLAIMER 4.1 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. 4.2 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 8 Data relating to social security members and other government identifiers, information relating to health or medical conditions, and information relating to sex life or sexual orientation, political opinions, and financial account numbers ("Sensitive Data"). 4.3 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 5.1 Placer shall defend, indemnify and hold Customer harmless from liability to third parties resulting from infringement by Placer's provision of Placer Data of any United States patent or any copyright or misappropriation of any trade secret. The foregoing obligations do not apply with respect to any portions or components of Placer Data (i) that are created, compiled, or modified by any party other than Placer, (ii) combined with other products, processes, data, or materials where the alleged infringement relates to such combination, (iii) where Customer continues allegedly infringing activity after being notified thereof or after being informed of alternatives that would have avoided the alleged infringement, or (iv) where Customer's use of Placer Data is not strictly in accordance with this Agreement. If, due to a claim of infringement, Placer Data are held by a court of competent jurisdiction to be or are believed by Placer to be infringing, Placer may, at its option (a) obtain for Customer a license to continue using Placer Data or (b) terminate the Order Form and Customer's rights thereunder and provide Customer a refund of any prepaid, amused fees for Placer Data. 5.2 Customer shall defend, indemnify and hold Placer harmless from liability to third parties, including any claims of government agencies or regulators, resulting from or arising out of either (a) the provision of any data by Customer not in compliance with applicable law, or (b) the use by or on behalf of Customer of any Placer Data not in compliance with applicable laws and regulations. 5.3 The obligations of either party to provide indemnification hereunder is subject to the party seeking indemnification (a) providing the indemnifying party with prompt written notice of any claim, (b) providing the indemnifying party with sole control over the defense and settlement of the applicable claim and (c) reasonably cooperating with the indemnifying party in defending such claim. Subject to the foregoing, the indemnified party may be represented in any proceeding by counsel of its own choosing at its own expense. 6. LIMITATION OF LIABILITY 1N NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THE ORDER FORM, THIS AGREEMENT, THE SERVICES OR PLACER DATA, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR NON-PAYMENT OF FEES, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE ORDER FORM, THIS AGREEMENT, THE SERVICES OR PLACER DATA OR FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY WILL NOT EXCEED THE FEES PAID TO PLACER UNDER THE ORDER FORM DURING THE PREVIOUS TWELVE (12) MONTHS PRECEDING ANY CLAIM GIVING RISE TO ANY LIABILITY HEREUNDER. 9 NOTWITHSTANDING ANY OTHER PROVISIONS, THE FOREGOING LIMITATIONS WILL NOT APPLY TO BREACH OF CONFIDENTIALITY OBLIGATIONS OR BREACH OF LICENSING RESTRICTIONS. 7. EXPORT CONTROL Customer may not remove or export from the United States or allow the export or re-export of Placer Data, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. 8. MISCELLANEOUS This Agreement includes and incorporates Placer's privacy policy located at https://www.placer.ai/privacy- policy/platform-services-privacy-policy/ (the "Privacy Policy"). The Order Form, the Privacy Policy, and all other referenced documents, if any, are integral parts of this Agreement. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Placer's prior written consent. Placer may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Placer in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. This Agreement shall have the same Term as, and shall terminate or expire concurrently with, the Order Form. The following will survive any termination of this Agreement and Order Form: Sections 2.1, 2.4, 2.5, 3.1, 3.2, 4 through 8 of this Agreement. 10 Platenal Ross Wittman Economic Development Coordinator City of Redlands, California 35 Cajon St, Suite 20 Redlands, CA 92373 September 3, 2025 Mr. Wittman, This letter confirms that Placer Labs Inc. ("Placer") provides our customers with aggregated location data combined with market insights, a user-friendly interface, and customer support. To our knowledge, the following company and product features are available exclusively on the Placer platform, Placer API, and Placer data feeds. Distinguishing Company Features 1. Proprietary panel, code insert, and mobile application providers provide data generated from over 20 million monthly average users from which we collect our data to develop statistically significant insights into any physical place. 2. Proprietary Al and machine learning account for panel biases and normalize data changes to technology and application sources. Our location collection logic governs the location collection sampling patterns and frequency to optimize accuracy. 3. Machine learning provides estimations on physical market activity across the U.S. 4. Historic and near real-time data from January 1, 2017 through within four days of the present day. Note: Placer data is proprietary, and our team of over one hundred engineers is constantly improving and validating the accuracy of the location data and the market insights we provide. Client Base and Partners Placer's diverse client base includes over 4,860 leading commercial real estate, brokerage, retail, finance, and consumer packaged goods companies, and more than 1,650 civic clients including state and local governments, economic development organizations, universities, airports, and destination marketing organizations. Privacy by Design Placer is a privacy -first company. The data we receive from mobile application data providers is stripped of identifiers such as names, device IDs, and contact information before it is shared with us. We intentionally built our business with underlying technology that doesn't rely on personally identifiable information. Visit our Trust Center https://www.t)lacer.ai/company/trust-center/ for details. Placer.ai Placer's Product Features Data for Visitors, Residents, Employees, and Passersby to any location in the United States. a. Visitor metrics including unique visitors, frequency of visits, dwell time. b. "True Trade Area" reveals home and work location for visitors to any POI. G. Daily visits, hourly visits, length of stay. Unlimited Points of Interest a. Location data for every city, county, district, neighborhood, park, open space, campus, corridor, building, shopping center, public or private property, parking area, vacant land etc. b. Location data for streets, roads, highways, transit locations, trails etc. c. `POI on the fly': Users may access, create, and save unlimited Points of Interest (POls). d. Millions of points of interest currently accessible to all users. 3. Visitor Journey a. Visitor origin markets by city, state, zip code and census block. b. Prior and Post locations for visitors to any POI. c. Top visited national chains for visitors to any location. d. Top visited local points of interest for visitors to any location. e. Home zipcodes for visitors to any location f. Cross visitation among POls. 4. Visitor Demographics and Customer Segmentation. a. Demographics for visitors to any location. b. Psychographic data for visitors to any location: behaviors, interests etc. c. Spend habits: favorite brands, consumer expenditures, etc. d. Social media habits: Web preferences, brand affinity, hashtags etc. 5. Property Information a. Size, ownership, tax history. 6. Sales Information Retail Sales currently available for grocery and select retail categories. Sales forecasting performed with visitation and historic sales records. 7. Area Analysis a. Traffic volume along every street, by direction and time of day. b. Planned Development: pipeline of development projects in planning, construction and completed. c. Event data: Visitation numbers for events including but not limited to expositions, festivals, concerts, community events, sports, conferences, performing arts etc. d. Event attendee visits to nearby properties. S. Migration data reveals change to population trends for any Zip Code, County, State, including change to population, change to income levels etc. Top migration origins and destinations. 9. COVID Recovery: Visitation trends for retail and tourism for every city, county, state for present day benchmarked against a similar period in 2019. 10. Void Analysis: reveal best fit retailer, hotel, or other development type for any location. 11. Site Selection: reveal best locations for desired retail chains. 12. Heat Maps reveal pedestrian activity movement and gathering. Placer.ai Placer's User Experience User -Friendly Web Based Application Every user is able to access Placer data, generate insights, and export reports without the need for technical skills beyond what is used for a typical web browser or mapping application. Marketplace Applications, Integrations, and Services Third party data, applications, and service providers enhance data with powerful insights about any location. 1. Applications to reveal demographics, psychographics, spend habits, and sociallweb preferences. 2. Integrations for data feed, storage, and analysis. 3. Partner Service Providers assist clients to operationalize data as part of business development efforts. Custom Reports 1. A collection of custom reports is available to all users, and generated on demand. Some of the more popular reports for Civic clients include Retail Leakage, Pedestrian Heat Maps, Trip Origination by Market, Store Opening and Closing Impact, and Event Impact on Property. 2. Automated Monthly Reports deliver metrics about any POI. 3. Unlimited exports. Unlimited exports to PDF, CSV, JPEG, SHP and KMZ in Excel, KML, Tableau, Slides, pdf and other formats for integrations, sharing, and use in business efforts. 4. API and Data Feed are available for an additional fee in addition to access to the Placer Platform. Customer Support 1. Customer Support Every client can be partnered with a Customer Success Manager (CSM) to receive training and strategic support for specific projects and business needs. CSMs help clients produce reports, advise on best practices, and make introductions to Solutions Engineers for more complex project needs. 2. Solution Engineers Clients can work with Solution Engineers to explore trends, reveal insights, and build custom solutions to solve complex business needs. Our engineers can work independently to produce slide presentations that clients can then use for their internal presentations with their team, council, board, and stakeholders. For any additional questions please contact: Michael Mosley Regional Vice President - Civic michael.mosley@placer.ai Sincerely, Vernell Wisdom Head of Contract Management Placer Labs, Inc.