HomeMy WebLinkAboutContracts & Agreements_74-2026BLTN Order Form
This Order Form is made as of June 1, 2026 (the "Effective Date") between the City of Redlands on
behalf of the Redlands Police Department (the "Customer") and Multitude Insights, Inc. ("Multitude
Insights") (each, a "Party". and collectively, the "Parties"). This Order Form is part of and governed by
the provisions of the 'Perms and Conditions attached hereto (the "Terms and Conditions"). Capitalized
terms used in this Order Form not defined herein have the meanings ascribed to them in these Terms and
Conditions.
1. Contact Information:
Customer:
Multitude Insights:
Contact Name:
Rachel Tolber
Contact Name:
Joe Ryan
Title:
Police Chief
Title:
VP of Sales
Email Address:
rtolber@redlandspolice.org
Email Address:
ioe@multitudeinsights.com
Phone:
909-335-4744
Phone:
443-340-9250
Street Address:
30 Cajon Street, Redlands CA
92.
Street Address:
1070 Broadway, Somerville, MA
02144
2. BLTN Licenses and Additional Services:
BLTN Licenses
Item Description
License Type
Term
Price
BLTN
Annuai BLTN
(June 1, 2026
$24,900.00
Subscription - Year t
- Ma 31, 2027
BLTN
Annual BLTN
(June 1, 2027
$24,900.00
Subscription - Year 2
- May 31, 2028)
Discount
Early Adopter Discount
(June 1, 2026
-$24,900.00
- Maw 31.2028)
LICENSE
SUBTOTAL
$24,400.QQ
Additional Services
Category
Description
Term
Price
Implementation
Initial account setup and
One-time
$5,000.00
administration services
Implementation
Implementation Discount
One-Time
-$5,000.00
IMPLEMENTATION
SUBTOTAL
$0.00
Premium customer
Support
support (7-daysAveek
2 Year
$5,000.00
email support)
Support
PCS Discount
I Year
45,000.00
SUPPORT
SQ,QO
SUBTOTAL
Multitude
Insights
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Training
On -site training up to 8
1 Year
$5,000.00
hours
Training
Training Discount
I Year
45,000.00
SUBTOTAL
Tb'TA1CJ "�� f.
Note: BLTN is SaaS and thus exempt from California Sales Tax (Cal. Code Regs., tit. 18. § 1502)
3. Duration:
Initial Term Start
June 1, 2026
Date
Initial Order Term: Two (2) Years
Renewal Order
One (1) Year
Term:
Note: Renewal price after year 2 subject to negotiation but annual subscription fee will not exceed
$37,350.00 for year 3.
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IN WITNESS WHEREOF, the Parties have caused this Order Form and the Terms and Conditions
attached hereto to be executed by their respective duly authorized representatives as of the Effective
Date.
Multitude Ins' hts, Inc.
By: �
Print: J yan
Title: VP of Sales
Date:
4-5 Z (�
City of Redlands
By:
Print: Charles M. Duggan, Jr.
Title: City Manager
Date: 05 / 26 / 2026
ATTEST:
q. . TJsgz.
.1 ae nne Donaldson, City Clerk
chel Tolber. Chief of Police
Multitude
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BLTN
Terms and Conditions
Definitions
1. "Authorized User" means the law enforcement officers.
personnel or employees of a law enforcement agency whom
the Customer designates through BLTN as a user and who
have set up accounts using proper Registration Data and any
person given an access link to BLTN by a law enforcement
officer, personnel or employee for law enforcement use.
2. "Case Information" means all information uploaded to
BLTN including, Criminal Intelligence Information (as
defined below), PH (as defined below), photographs, images,
text, opinions, documents, memoranda, and other media,
except for the Customer Data.
3. 'Confidential Information" means, any and all tangible or
intangible information furnished by or on behalf of a Party
(the "Disclosing Party") to the other Party (the "Receiving
Party') whether furnished before or after the date hereof,
whether oral, written, or recorded/electronic that is marked
as "confidential". Confidential Information does not
include any information that (i) is or becomes generally
known to the public without breach of any obligation owed
to the Disclosing Parry, (ii) was known to the Receiving
Party prior to its disclosure by the Disclosing Party without
breach of any obligation owed to the Disclosing Party, (iii)
is received from a third party without breach of any
obligation owed to the Disclosing Party, or (iv) was
independently developed by the Receiving Party.
4. "Customer Systems" means the Customer's technology
infrastructure, including computers, software, hardware,
databases, electronic systems (including database
management systems), and networks, whether operated
directly by Customer or through the use of third -patty
services.
5. "Criminal Intelligence Information" means any information
that is collected by criminal justice agencies and that is
needed for the performance of their legally authorized and
required functions, such as criminal history record
information, citation information, stolen property
information, traffic accident reports, wanted persons
information and system network log searches, case details,
and case documents.
6. "Customer Data" means information, data, and other content,
in any form or medium, that is submitted, transmitted or
otherwise provided, directly or indirectly, by Customer or an
Authorized User to Multitude in setting up, fostering, and
facilitating the customer relationship, which consists
exclusively of law enforcement department information and
Authorized User headshots.
7. "Multitude IP" means BLTN and information technology
infrastructure used by or on behalf of Multitude in providing
access to BLTN, including all computers, software,
hardware, databases, electronic systems (including database
management systems), and networks, whether operated
directly by Multitude or through the use of third -party
services, and any and all other information, data, documents,
materials, works, and other content, devices, methods,
processes, hardware, software, and other technologies and
inventions, including without limitation arty application
programming interfaces ("APIs") and software for
integration with Customer's Systems, and any deliverables,
technical or functional descriptions, requirements, plans, or
reports, that are provided or used by Provider or any
Subcontractor in connection with BLTN or otherwise
comprise or relate to BLTN. Multitude IP also includes any
information, data, or other content derived from Multitude's
monitoring of Customer's or Authorized Users' access to or
use of BLTN.
8. "Personal Identifiable Information" and "PII" means any and
all information that, whether used alone or in combination
with other information, allows for the identification of a
natural person or from which the identification of a natural
person can be derived.
9. "Reasonable Suspicion" and "Criminal Predicate' mean
information exists that establishes sufficient facts to give a
trained law enforcement or criminal investigative agency
officer, investigator, or employee a basis to believe that there
is a reasonable possibility that an individual or organization
is involved in a definable criminal activity or enterprise.
10. "Registration Data" means log -in information provided by a
user in order to become an Authorized User to gain access to
BLTN, which may include PH and the user's choice of log-
in credentials.
Products and Services
I. BLTN is an online, subscription -based criminal intelligence
system product platform made available to Authorized Users
via the Internal and mobile application and operating in
accordance with the policies of Title 28 CFR Part 23.
2. BLTN is made available to Customers and their Authorized
Users exclusively for law enforcement use.
3. Multitude Insights may make changes to BLTN from time to
time, such as adding new features and removing little -used
features.
4. Multitude Insights shall use commercially reasonable efforts
to provide and complete professional services in connection
with BLTN such as configuration and training.
5. Multitude Insights shall provide general e-mail support for
BLTN during the hours of 9:00 AM — 5:00 PM Eastern Time
excluding federal, state, and local holidays.
Access and Use
I. Right of Access. Multitude hereby grants Customer a non-
exclusive, non-sublicensable, non-ttansfetable, revocable
right to access BL"IN during the Term (as defined below).
Such use is limited to Customer's and Authorized Users'
internal non -personal use. Multitude shall provide to
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3.
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Customer with the necessary passwords/log-in credentials
and network links or connections to allow Customer and its
Authorized Users to access BLTN other than Registration
Data.
Artificial Intelligence Trainine. In pursuit of improving
BLTN, Multitude may utilize the Case Information and
Customer Data to train our artificial intelligence ("Al")
systems, which will be used strictly for law enforcement
purposes and to have the fiumctionality and user experience
of BLTN. Multitude shall ensure that the Case Information
and Customer Data used for Al training is relevant and
limited to what is necessary for the purposes for which it is
processed.
Reservation of Riehts. Multitude reserves all rights not
expressly granted to Customer in these Terms and
Conditions. Except for the limited rights and licenses
expressly granted under these Tema and Conditions, nothing
in these Terms and Conditions grants, by implication,
waiver, estoppel, or otherwise, to Customer or any third party
any intellectual property rights or other right, title, or interest
in BLTN or to the Multitude IP.
Suspension and Termination. Notwithstanding anything to
the contrary in these Terms and Conditions, Multitude may
temporarily suspend or tenninate Customer's and any
Authorized User's access to any portion or all of BLTN if. (i)
Multitude reasonably determines that (A) there is a threat or
attack on BLTN or any of the Multitude IP; (B) Customers
or any Authorized User's use of BLTN or the Multitude IP
disrupts or poses a security risk to the Multitude IP or to any
other customer or vendor of Multitude; (C) Customer, or any
Authorized User, is using BLTN or die Multitude IP for
fraudulent or illegal activities; (D) subject to applicable law,
Customer has ceased to continue its business in the ordinary
course, made an assignment for the benefit of creditors or
similar disposition of its assets, or become the subject of any
bankruptcy, reorganization, liquidation, dissolution, or
similar proceeding; (E) Multitude's provision of BLTN to
Customer or any Authorized User is prohibited by applicable
law or (F) :Multitude determines that any Authorized User is
using BLTN in a manner that violates any applicable laws,
rules, regulations or agreements; (ii) any vendor of Multitude
has suspended or terminated Multitude's access to or use of
any third -party services or products required to enable
Customer to access BLTN; or (iii) these Terms and
Conditions expires or is terminated. Multitude shall use
commercially reasonable efforts to provide written notice of
any Service suspension or termination to Customer and to
provide updates regarding resumption of access to BLTN
following any suspension or termination, if any Multitude
shall use commercially reasonable efforts to resume
providing access to BLTN as soon as reasonably possible
after the event giving rise to the suspension is cured.
Multitude will have no liability for any damage, liabilities,
losses (including any loss of data or profits), or any other
consequences that Customer or any Authorized User may
incur as a result of a suspension or termination.
Multitude Insights' Liabilities
I. Multitude Insights has and at all times shall maintain an
information security program that includes administrative,
electronic, technical, physical, and other security measures
and safeguards reasonably designed, at a minimum, to: (a)
ensure the security and confidentiality of all Confidential
Information (specifically including the Customer Data) and
the information contained in BLTN; (b) protect against any
unauthorized access to or use of BLTN; (c) reasonably
protect against any anticipated threats or hazards to the
security or integrity of BLTN; and (d) ensure the proper,
secure and lawful disposal of the Confidential Information
within its possession or control. Multitude Insights shall
comply with all applicable laws relating to data privacy,
personal data, and data protection.
2. These Terns and Conditions incorporate by reference the
requirements set forth in any version of the Criminal Justice
Information (CJIS) Security Policy and Security Addendum,
issued by the Federal Bureau of Investigation (FBI) that
become applicable during the term of these Terms and
Conditions. BLTN will be delivered consistent with the
requirements under the Criminal Justice Information (CJIS)
Security Policy and Security Addendum.
3. Customer acknowledges that, notwithstanding the security
precautions deployed by Multitude Insights, the use of or
connection to, the Internet provides the opportunity for
unauthorized third parties to circumvent such precautions
and illegally gain access to BLTN.
4. Multitude Insights' liability for providing BLTN shall not
extend to the performance of any third -party Internet service
providers.
5. Multitude Insights does not and is not obligated to verify,
authenticate, monitor, or edit any information or data,
including but not limited to, Case Information or Customer
Data, input into or stored in BLTN for completeness,
integrity, quality, accuracy, or otherwise.
6. Multitude Insights does not guarantee or make any promises
regarding the accuracy or completeness of the Case
Information, the Customer Data, or any other data or
information contained on BLTN and disclaims all liability
for any such information or data uploaded by a User (as
defined below) or other users of BLTN.
Customer's Resaonsibilities and Liabilities
Customer is responsible and liable for all uses of BLTN
resulting from access provided by Customer, directly or
indirectly, whether such access or use is permitted by or in
violation of these Terns and Conditions. Without limiting
the generality of the foregoing, Customer is responsible for
all acts and omissions of Authorized Users, and any act or
omission by an Authorized User that would constitute a
breach of these Terms and Conditions if taken by Customer
will be deemed a breach of these Tertns and Conditions by
Customer. Customer is responsible for its Customer
Systems. Customer shall make all Authorized Users aware
of these Temhs and Conditions' provisions as applicable to
such Authorized User's use of BLTN, and shall cause
Authorized Users to comply with such provisions.
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4.
5.
Only the Authorized Users may access and use BLTN.
Customer Is responsible for the Authorized User's
compliance with these Terns and Conditions.
Customer shall not use BLTN or any Multitude iP for any
purposes beyond the scope of the access granted in these
Tema and Conditions. Customer shall not at any time,
directly or indirectly, permit any Authorized Users or any
person orthird-party to: (i) copy, modify, or create derivative
works based on any element of BLTN; (ii) rent, lease, lend.
sell, share, license, sublicense, assign, distribute, publish,
transfer, or otherwise make available BLTN; (iii) reverse
engineer, disassemble, decompile, decode, adapt, or
otherwise attempt to derive or gain access to any software
component of BLTN, in whole or in part; (iv) remove any
proprietary notices from BLTN; (v) automatically or
Programmatically extract data; (vi) represent that Case
Information was human -generated when it was not; (vii)
interfere with or disrupt BLTN, including circumvent any
rate limits or restrictions or bypass any protective measures
or safety mitigation including or otherwise put on BLTN;
(viii) use Case information or Multitude IP to develop
models that compete with BLTN; (ix) use BLTN in any
manner or for any purpose that infringes, misappropriates, or
otherwise violates any intellectual property right or other
right of any person, or that violates any applicable law; (x)
access or use BLTN from any location outside of the United
State; (xi) translate, reverse engineer, decompile,
disassemble or otherwise attempt to discover or copy the
object code, source code or underlying ideas or algorithms of
BLTN, for any reason; (xii) modify, translate, or create
derivative works based on any element of the BLTN.
Multitude IP or any related documentation; (xiii) use BLTN
for any purpose other than its intended purpose; (xiii)
videotape or otherwise record any of Multitude Insights'
training classes, discussions or product demonstrations; or
(xiv) use BLTN in any manner that does not comply with all
applicable laws, rules, regulations and agreements.
Customer represents and warrants that it is in compliance
with all and will comply with all applicable privacy and data
protection laws and regulations applicable to its operation
and its obligations under these Terns and Conditions with
respect to the information contained BLTN.
Customer represents and warrants (a) that it has all rights and
title to the Case Information (as defined below), the
Customer Data, and all information the Customer and its
Authorized Users upload into BLTN; and (b) that by
uploading the Case Information or the Customer Data and
the information onto BLTN, the Customer is not in
contravention of any applicable laws nor, by nature of
uploading any Case information, Customer Data, and
information, that could cause Multitude Insights to be in
contravention of aoy applicable laws.
Fee and Taxes
1. Customer agrees to the fees, expenses, and charges specified
in the applicable Order Form (collectively, "Fees") and will
pay the Fees in accordance with the payment terms in such
Order Form. Except as otherwise expressly provided in thew
Terns and Conditions, the Fees are non-refundable once
paid.
Where applicable, Customer will be responsible for, and if
necessary, will reimburse Multitude insights for all such
taxes, duties, fees, excises, or tariffs, except for government
or local taxes imposed on Multitude insights' net income.
Where applicable, any Fees not paid when due shall bear
interest from the due date until paid at a rate of one and one-
half percent (1.5%) per month or the maximum rate
permitted by applicable law, whichever is less. The
Customer's payment of such interest on late payments shall
not prevent Multitude insights from exercising any other
rights under these Terms and Conditions and applicable law.
Licensing and Intellectual Property Rights_
1. All rights, titles, and interests in the BLTN and all
modifications, derivative works, and enhancements thereof
including all copyright rights, patent rights, and other
intellectual property rights in each of the foregoing belong to
and are retained solely by Multitude Insights or Multitude
Insights' licensors as applicable. Multitude insights is only
providing Custormer with the right to access and use BLTN.
Multitude Insights retains sole and exclusive ownership of
and all right, title and interest in and to BLTN (including
ownership of all trade secrets. trade dress, copyrights and
other intellectual property rights pertaining to BLTN) and to
all modifications and enhancements of BLTN, subject only
to the rights and privileges expressly granted to Customer by
Multitude Insights through these Terms and Conditions. in
addition, BLTN is presented with a distinctive "look and
feel," and this "look and feel" is the proprietary property of
Multitude Insights. Multitude Insights reserves all rights in
and to BLTN not expressly granted under these Terms and
Conditions. Customer must not place any claims, liens or
encumbrances on BLTN. BLTN is protected by U.S.
copyright, patent and other U.S. and international laws and
international treaty provisions. Customer may not use, copy,
modify or distribute BLTN (electronically or otherwise),
including the source code for any portion of BLTN, or any
copy, adaptation, transcription or merged portion thereof,
except as expressly authorized by Multitude Insights
hereunder or otherwise in writing. Except for the express
license granted to the Customer in these Terms and
Conditions, no other licenses are granted to the Customer,
express, implied, or by way of estoppel. All rights not
granted in these Terms and Conditions are reserved by
Multitude insights.
2. Customer is the lawful owner, lawful holder, or license
holder of all Case Information and Customer Data and has
the right to permit Multitude Insights to receive and use the
Case Information and Customer Data to perform its
obligations under these Terms and Conditions. (including any
Order Forms). in furtherance thereof, Customer hereby
grants to Multitude Insights and its successors, under its
applicable laws related to its operation and solely for the
purpose of providing, maintaining, improving, and
supporting BLTN, a non-exclusive, perpetual, irrevocable,
worldwide, royalty -free, sublicensable (through multiple
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4.
tiers) right and license to access and use, install, copy,
reproduce, execute, display, distribute, and maintain the
Case Information and Customer Data uploaded by the
Customer or its Authorized Users to BLTN or collected by
Multitude Insights as part of the Customer's use of BLTN.
No compensation will be paid by Multitude Insights with
respect to its use of the Customer Data, Case htlormalion or
the resulting analytics. For avoidance of doubt, the resulting
analytics shall be the sole and exclusive property of
Multitude Insights and, except as expressly agreed to by
Multitude Insights and Customer, Customer shall have no
rights in or to such resulting analytics.
From time to time, Customer or its Authorized Users may
choose to submit comments, information, questions, data,
ideas, descriptions of processes, or other information to
Multitude Insights ("Feedback"). Customer hereby does and
will irrevocably assign to Multitude Insights all Feedback
made by Customer to Multitude Insights regarding BLTN
and all intellectual property rights in the Feedback. Multitude
Insights may in connection with BLTN or any products it
may develop freely use, copy, disclose, license, distribute
and exploit any Feedback in any manner without any
obligation, royalty, or restriction based on intellectual
property rights or otherwise.
Term and Termination
2.
93
These Terms and Conditions shall commence as of the
Effective Date above and continue in full force and effect for
two (2) years from the Effective Date (the "Initial Terni")
and will automatically renew for an additional one (1) year
term thereafter (each a "Renewal Term") unless terminated
earlier as provided in these Terns and Conditions. The Initial
Term together with any Renewal Tenn(s) is collectively, the
"Term". Either party may elect to renew or not to renew these
Terms and Conditions and let it expire by providing the other
party thirty (30) days written notice prior to the end of the
Initial Tam or any Renewal Tenn; however, in the event any
Order Form remains in effect after these Terms and
Conditions expires by non -renewal, these Terms and
Conditions will remain in effect solely for the tern of, and
for purposes of, such Order Form.
Either party may terminate these Terms and Conditions upon
written notice to the other party if the other party is in
material breach of any tern of these Terms and Conditions
and fail to cure that breach within thirty (30) days after
receipt of written notice of the breach from the non -
breaching parry.
Upon termination or expiration of these Terms and
Conditions, Customer will be obligated to pay the balance
due of any amounts owed to Multitude Insights as of the
effective date of termination. Upon the effective date of
expiration or termination of these Terns and Conditions for
any reason, (i) the Customer's and Users' right to access and
use BLTN shall immediately cease, (ii) die Customer and its
Users' access to BLTN will terminate, and (iii) Customer
shall cease accessing and using BLTN and Multitude
Insights may take actions to preclude such access and use.
4. Any provisions that by their nature are to be performed after
termination or otherwise are reasonably interpreted to
survive termination shall survive termination or expiration of
these Terms and Conditions for any reason whatsoever.
5. Upon termination or expiration of these Terms and
Conditions, Customer may request to download all Case
Information uploaded by Customer.
Confidentiality
I. Notwithstanding any contrary language in this Section, as to
the Case Information, the PII, and the Customer Data, the
Parties agree and acknowledge that, as part or providing
BLTN to other customers and users as part of Multitude
Insights' business, for the purposes of performing criminal
justice related functions such information will be accessible,
available, and disclosed to other customers and users of
BLTN who are subject to an obligation of confidentiality and
such disclosure and use is expressly authorized under these
Terms and Conditions.
2. The Receiving Party will use the same degree of care that it
uses to protect the confidentiality of its own Confidential
Information of like kind (but not less than reasonable care).
The Receiving Party will (i) not use any Confidential
Information of the Disclosing Party for any purpose outside
the scope of these Terms, and Conditions, and (ii) except as
otherwise authorized by the Disclosing Party in writing, limit
access to the Confidential Information of the Disclosing
Party to those of its and its employees and officers who need
that access for purposes consistent with these Terms and
Conditions.
3. The Receiving Party may disclose the Confidential
Information of the Disclosing Party to the extent compelled
by court order, subpoena or by law to do so, provided the
Receiving Party gives the Disclosing Party prior notice of the
compelled disclosure (to the extent legally permitted) and
reasonable assistance, at the Disclosing Party's cost, if the
Disclosing Party wishes to contest the disclosure.
4. If at any time upon the Disclosing Party's request and if these
Terms and Conditions is terminated or expired, in any case,
the Receiving Party shall within a reasonable time (a) destroy
all Confidential Information of the Disclosing Party without
retaining a copy of any such material, (b) promptly deliver
to Disclosing Parry all Confidential hiformation of the
Disclosing Party together with all copies thereof, in the
possession, custody or control ofthe Receiving Party, and (c)
if requested by the Disclosing Party, certify that all such
Confidential Information was destroyed or returned.
Multitude Insights may retain copies of any Confidential
Information and use such Confidential Information subject
to an ongoing obligation to comply with the confidentiality
terms of these Terms and Conditions. The obligations of this
Section do not apply to any Case Information, Pll, and
anonymized Customer Data provided to Multitude Insights
which, for the avoidance of doubt, may be retained by
Multitude Insights indefinitely, subject to legal obligations to
retain and protect such information, and tray be used, shared,
copied, displayed, and modified for Multitude Insights'
business purposes.
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Indemnity, Disclaimer of Warranties, and
Limitation of Liability
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3.
Multitude Insights shall indemnify, defend, and hold the
Customer harmless, or at Multitude Insights' option settle, n
third -party claim or suit for intellectual property
infringement brought against Customer alleging among other
things, that BLTN infringes any United States patent issued
as of the Effective Date or any copyright or trade secret.
Multitude Insights shall pay any final judgment entered
against Customer in any such claim or suit or Multitude
Insights agreed -to settlement amount; provided (a) Multitude
Insights is promptly notified by Customer in writing of such
claim or suit, (b) Multitude Insights or its designee has sole
control of such defense and/or settlement, and (c) Customer
timely gives all information and assistance required by
Multitude Insights or such designee. Multitude Insights shall
have no liability under this Section or otherwise to the extent
a claim or suit is based upon the use of BLTN in combination
with software or hardware not provided or approved by
Multitude Insights. THIS SECTION STATES
MULTITUDE INSIGHTS' ENTIRE OBLIGATION TO
CUSTOMER, AND THE CUSTOMER'S SOLE AND
EXCLUSIVE REMEDY, REGARDING ANY
INFRINGEMENT OF ANY PATENT, COPYRIGHT,
TRADEMARK, TRADE SECRET, OR Orl-HER
INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER
PERSON.
EXCEPT AS MAY BE OTHERWISE PROVIDED IN AN
ORDER FORM, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, BLTN IS
PROVIDED "AS -IS" AND MULTITUDE INSIGHTS
EXPRESSLY DISCLAIMS ALL, AND MAKES NO,
WARRANTIES (WHETHER EXPRESS, STATUTORY,
IMPLIED OR OTHERWISE ARISING IN LAW OR
FROM A COURSE OF DEALING OR USAGE OF
TRADE), INCLUDING, WITHOUT LIMITATION, THE
WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE OR NON -
INFRINGEMENT OF THIRD PARTY RIGHTS.
MULTITUDE INSIGHTS DOES NOT WARRANT THAT
THE OPERATION OF BLTN WILL BE
UNINTERRUPTED OR ERROR -FREE.
NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS
OF USE, LOST OR INACCURATE DATA, FAILURE OF
SECURITY MECHANISMS, INTERRUPTION OF
BUSINESS, COSTS OF DELAY, OR ANY INDIRECT,
SPECIAL, INCIDENTAL, RELIANCE, OR
CONSEQUENTIAL DAMAGES OF ANY KIND
(INCLUDING LOST PROFITS), REGARDLESS OF THE
FORM OF ACTION, WHETHER IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY OR
OTHERWISE, EVEN IF INFORMED OF THE
POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
NEITHER PARTY'S AGGREGATE LIABILITY TO THE
OTHER SHALL EXCEED THE AMOUNT ACTUALLY
PAID BY THE CUSTOMER TO MULTITUDE INSIGHTS
FOR BLTN AND ADDITIONAL SERVICES IN THE 12
MONTHS IMMEDIATELY PRECEDING THE CLAIM
OR $100.00, WHICHEVER IS HIGHER, THIS
PROVISION SHALL NOT APPLY TO THE
CUSTOMER'S BREACH OF CUSTOMER LIABILITIES
OR MULTITUDE INSIGHTS INDEMNIFICATION
OBLIGATIONS FOR INTELLECTUAL PROPERTY
CLAIMS OR SUITS AS SET FORTH ABOVE. The parties
agree that the limitations specified in this provision will
survive and apply even if any limited remedy specified in
these Terms and Conditions is found to have failed of its
essential purpose.
Miscellaneous
I. These Terms and Conditions shall be governed by and
construed in accordance with the laws of the State of
California without reference to conflict of laws principles.
The courts of the State of California or the federal courts of
the United States in Riverside County, California, as
applicable, shall have sole and exclusive jurisdiction over
any action, claim, demand, proceeding, or lawsuit
whatsoever arising under or in relation to these Terms and
Conditions or its subject matter. The parties irrevocably
agree, consent, and submit themselves to the personal
jurisdiction of such courts for such purposes, and agree not
to plead or claim in such courts that any such action has been
brought in an inconvenient forum.
2. Parties desire a professional relationship, and therefore shall
try to informally resolve all disputes and controversies
accordingly (collectively, "Disputes") under these Terms
and Conditions. The Parties shall initially attempt to resolve
any Disputes promptly by negotiations among senior officers
who have the authority to settle the controversy. Any Party
may give the other Party written notice of any Dispute not so
resolved in the normal course of business. Within fifteen (15)
calendar days after delivery of such notice, the Parties shall
meet at a mutually acceptable time and place, which may be
via teleconference, to exchange relevant information and to
attempt to resolve the Dispute. To the extent that any Dispute
cannot be resolved or reach an impasse, the Parties may, but
are not required to, agree to attempt some form of Alternative
Dispute Resolution ("ADR") pursuant to JAMS, including
mediation, neutral fact-finding, arbitration, or a mini -trial.
Any Dispute that the Parties cannot resolve through (a)
negotiation or (b) if the Parties have agreed to use ADR,
within sixty (60) calendar days of the date of the initial
demand for ADR by one of the Parties, may then be
submitted to the courts for resolution. The use of any ADR
procedures will not be construed under the doctrines of
laches, waiver, or estoppel to affect adversely the rights of
either Party. Nothing in this Section will prevent either Party
from resorting to judicial proceedings if (a) good faith
efforts to resolve the Dispute under these procedures have
been unsuccessful; or (b) interim relief from a court is
necessary to prevent serious and irreparable injury to one
Party or to others. All negotiations pursuant to this Section
are confidential and shall be treated as compromise and
settlement negotiations for purposes of all rules of evidence.
Each Party shall bear its own costs of ADR, including all fees
INMultitude
Insights
Doc ID: dl82226231elad388c3081ebd66e28f29e39be61
3.
4.
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6.
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and expenses of any counsel, consultant, or Third party
retained by it, and equally share any third -party costs of ADR
associated with the administration of ADR.
Nothing in this Section will prevent either party from (n)
seeking interim or pemtanent injunctive relief or taking any
other action in any court to enforce or protect its intellectual
property rights or its rights under these Temis and
Conditions, or (b) filing an action against the other party in
the courts having jurisdiction over it in order to enforce an
arbitrat award granted pursuant to a proceeding under this
Section.
Neither party will be liable for any delays or failures in
performance due to any Force Majeure Event, and delays
resulting from a Force Majeure Event. Each party will give
the other party notice as soon as possible upon the
commencement and conclusion of a Force Majeu re Event. A
"Force Majeure Event" means any event outside the
reasonable control of a party, including, but not limited to:
(a) civil commotion, riot, terrorism, invasion, war or
Preparation for war; (b) fire, explosion, stomt, flood,
earthquake, subsidence, epidemic, or other natural or
physical disasters; (c) unavailability of the use of railways,
shipping, aircraft, motor transport or any other means of
Public or private transport; or (d) public unavailability of
internet connectivity to end users.
Multitude Insights shall have the right to use the Customer's
department logo on the website, sales materials, and other
business materials to promote its customer relations and
investor relations, only with prior written consent of
Customer.
Neither party may assign any of its rights or obligations
hereunder, whether by operation of law or otherwise, without
the other party's prior written consent (not to be
unreasonably withheld): provided, that Multitude Insights
party may assign these Terms and Conditions in its entirety,
without Customer's consent, in connection with a merger,
acquisition, corporate reorganization, or sale of all of its
assets. Subject to the foregoing, these Terms and Conditions
will bind and inure to the benefit of the parties, their
respective successors, and permitted assigns.
These Terns and Conditions may not be modified, amended,
or waived, in whole or in part, except by a written instrument
signed by each of the parties hereto. Any Customer purchase
order shall be govemed exclusively by the terms of these
Terms and Conditions, irrespective ofany preprinted or other
terms contained on such purchase order. Except as expressly
set forth herein, any failure of a party to take action in
response to any breach of these Terns and Conditions by the
other party shall not constitute a waiver of such breach or of
performance required by the other party; and no waiver of
any provision of these Tenns and Conditions shall constitute
a waiver ofany other provision (whether or not similar), nor
shall such waiver constitute a continuing waiver unless
expressly provided therein.
All notices under these Terms and Conditions will be in
writing, in English and delivered to the Parties at their
respective addresses stated in the cover page to these Terms
and Conditions. Notices will be deemed to have been duly
given 0) when received, if personally delivered; (ii) the
business day after being delivered to the delivery service
during business hours on a business day (otherwise one
business day later), if sent for next day delivery by
recognized overnight delivery service; or (iii) five (5) days
after sending, if sent by certified or registered mail, return
receipt requested.
9. These Temts and Conditions (including any Order Forms)
contain the entire agreement between the Parties with respect
to the subject matter hereof, and supersedes all prior and
contemporaneous representations, promises, agreements and
understandings, whether oral or written, between the Parties
concerning the subject matter hereof. To the extent of any
conflict between These Terms and Conditions and an Order
Form, the terms of the Order Form shall control. From time
to time the Customer may enter into additional agreements
in connection with additional and/or future functionality of
BLTN. Any such additional agreements shall be subject to
and in addition to (and not in lieu of) these Terms and
Conditions. No provision of these Terms and Conditions is
to be interpreted for or against any party because that Party
or its attorney drafted the provision.
10. If any provision of these Terms and Conditions is deemed to
be invalid or unenforceable, the remaining provisions of
these Terms and Conditions shall be valid and binding and
of like effect as though such provision were not included.
Multitude
insights
Doc ID: d182226231e1ad388c3081ebd66e28129e39be61'
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ntie Multitude Insight, Inc - BLTN Software Requisition Approval
File name BLTN_Sole_Source_REQ_Request_5.26.26.pdf and 2 others
Document ID d182226231e1ad388c3081ebd66e28f29e39be61
Audit trail data format M M / DD / YYYY
Status a Signed
Document History
0 05 / 2612026 Sent for signature to Dana Abramovitz-Daniel
SENT 16:48:22 UTC (dabramovitz@cityofredlands.org) and Charles M. Duggan, Jr.
(cduggan@cityofredlands.org) from rpd01@cityofrediands.org
IP: 47.179.68.66
Qo 05 / 26 / 2026 Viewed by Dana Abramovitz-Daniel
VIEWED 17:51:03 UTC (dabramovitz@cityofredlands.org)
IP: 47.179.65.195
P 05 / 26 / 2026 Signed by Dana Abramovitz-Daniel
SIGNED 17:52:38 UTC (dabramovitz@cityofredlands.org)
IP: 47.179.65.195
05 / 26 / 2026 Viewed by Charles M. Duggan, Jr.
VIEWED 19:54:23 UTC (cduggan@cityofredlands.org)
IP: 47.179.65.195
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ntia Multitude Insight, Inc - BLTN Software Requisition Approval
File name BLTN_Sole_Source_REC1_Request_5.26.26.pdf and 2 others
DocumontID d182226231e1ad388c3081ebd66e28f29e39be61
Audit trail date format MM / DD / YYYY
Status a Signed
Document History
-)-11 05126 / 2026 Signed by Charles M. Duggan, Jr.
SIGNED 19:55:18 UTC (cduggan@cityofredlands.org)
IP: 47.179.65.195
G 05 / 26 / 2026 The document has been completed.
COMPLETED 19:55:18 UTC
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