HomeMy WebLinkAboutPlacer.ai - Services AgreementCity of Yakima
Address:
Contact Person:
Email:
Phone:
Billing Contact Email:
. Services.
Placer.ai
' PLACER LABS, INC.
ORDER FORM
("Customer")
129 N. Second Street
Yakima, Washington 98901
Rosylen Oglesby
rosylen.oglesby@yakimawa.gov
509-575-6008
Placer Labs, Inc.
Address:
Contact Person
Billing Contact Person:
Billing Email*:
Billing Phone*:
*Not for use for official
("Placer")
440 N Barranca Ave., #1277
Covina, California 91723
Shelley Price
Melissa Anderson
hi_ I.Iirigru;.I7 r.ai.
415-228-2444
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, via Placer's Platform, to reports, including Visits, Trade Areas, Customer Journey, Customer Insights,
Dwell Times, and Visitation by Hour/Day
• Actionable insights include:
o 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 arc coming from and going to, and the routes they take
o Benchmarking of Foot Traffic, Market Share, Audiences, and other key metrics
o Competitive insights
o Void Analysis Reports
• Access to Xtra reports per ad hoc needs; in Excel, KML, Tableau, and other formats: Quarterly Maximum of 65
credits; Annual Maximum of 260 credits
• Ad hoc property visitortime lapse video generation upon request
• Premier Customer Support
o Regular meetings with lCustomer Success Team
o Live, Virtual Training support as reasonably needed
Access to STI I..7e.rnographics Bundle + Mosaic Data Set. The applicable Advanced Demographics and
Psychographics are generated using the Input Datasets from the data vendors as set forth below:
Descri . tion
STI Demographics Bundle
Experian Mosaic
. Permitted Uses
Vendors
Synergos Technologies (STI)
Synergos Technologies (STI)
Synergos Technologies (STI)
Synergos Technologies (STI)
@erian
In ut Datasets Used
1'opStats
Sl ending Patterns
Workplace
Market Outlook
Mosaic Se mentation
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
1
Doc ID: 9f208f91 e49201991 c310528f5f3de74892e 1 ff0
internal business purposes; and (b) Customer may incorporate Placer Data into Research Data, as described and
subject to the restrictions below.
"Research Data" means datasets and other materials created by Customer that result in any part from Customer's
use of Placer Data. 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. 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.
Term and Termination.
Initial Term: The initial term of this Order Form will begin as of the last signature date set forth below, and will
continue for 12 consecutive months thereafter (the "Initial Term"). Each renewal or additional term, if any, is
referred to as "Additional Term," and the initial Tenn and any Additional Terms are referred to collectively as the
"Term."
Additional Term: This Order Form shall continue on the same terms and conditions set forth herein for additional
periods of the same duration as the Initial Term, if mutually agreed in writing by both parties (email would be
sufficient).
Termination: Either party may terminate this Order Form upon thirty (30) days' notice if the other party materially
breaches any of the terms or conditionsof 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.
Fees.
$31,000/year invoiced: in full upon signing this Order Form.
Invoice sent electronically to Customer's billing contact email via NetSuite.
Customer shall pay the fees set forth above in this Order Form.
Unpaid am ouratx are subject to a finance charge of 1.5% per montla-on any outstanding balance, or the maximum
permitted by la, whichever is lower, plots, all expenses of colleen
Customer is responsible for all applicable taxes arising directly from the Services other than U.S. taxes based on
Placer's net income.
believes that Placer has hill C wstc orrectly, Cost() must contact Placer no later than sixty
(6( di y°salter tlae closing date on the first billing stated eiat in which the erroror problem appeared in order to receive
actjustmetit or credit, Inquiries should be directed to Placer's customer support department at support@placer.ai.
In the event of any termination, Custotner,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.
. Support.
CON-015327
Doc ID: 9f208f91 e49201991 c310528f5f3de74892e 1 ff0
Placer will use commercially reasonable efforts to provide customer service and technical support in connection with
the Services on weekdays during the hours of 9:00 A.M. through 5:00 P.M. Pacific Time, with the exclusion of
federal holidays, For any such support, please contact us at support@placer.ai.
Mutual NDA.
Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may
disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred
to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Placer includes, without
limitation, non-public information regarding features, functionalities and performance of, and pricing for, the
Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and
(ii) not to use (except in performance of the Services or as otherwise permitted by the Agreement) or disclose to any
third party any Proprietary Information. The foregoing shall not apply with respect to any information that the
Receiving Party can document (a) is or becomes generally available to the public, (b) was in the possession of or
known to the Receiving Party, prior to disclosure thereof by the Disclosing Party, without any restrictions or
confidentiality obligations, (c) was rightfully disclosed to it, without any restrictions or confidentiality obligations,
by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party,
or (e) is required to be disclosed by law, provided that the Receiving Party provides the Disclosing Party with prompt
written notice of such requirement and reasonably cooperates with the Disclosing Party to limit or challenge such
requirement. These provisions regarding Proprietary Information shall apply in perpetuity and shall survive any
termination of the Order Form or the Agreement.
. Miscellaneous.
All notices under the Order Form and the~A.greement will be in writing and will be deemed to have been duly given
(a) upon delivery by a recognized delivery service (e.g., Fedl;ix) 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.;'
This contract shall be interpreted in accordance with the laws of the State of Washington, without giving effect to its
conflict of laws provisions, and venue shall be in the Superior Court of Yakima County, WA.
Placer may transfer and assign any of its rights and obligations under this Agreement only upon Customer's written
consent; provided, however, that no consent shall be required for any assignment in connection with a Sale of
Business (as defined below). "Sale of Business"means an acquisition of Placer, a merger of Placer with or into
another entity, a sale of Placer's assets, or similar transactions.
Customer grants Placer the right to use Customer's company name and company logo, for Placer's promotional
yes, only with Customer's prior wriroyal.
This Order Form is entered into by and between Customer and Placer effective as of the date of the last signature below. This
Order Form and use of the Services are governed by, and Customer and Placer agree to, the License Agreement located at
https://www.placer.ai/placer-license-agreement/. (the "Agreement"); provided, however, that in the event of any conflict
between this Order Form and the Agreement, this Order Form shall control. Unless otherwise defined in this Order Form,
capitalized terms herein have the same meaning as in the Agreement.
"Customer"
City ofYak ima
CON-015327 3
"Placer"
Placer Labs, Inc.
Doc ID: 9f208f91 e49201991 c310528f5f3de74892e 1 ff0
CITY CONTRACT NO: t{{
RESOLUTION NO:
CON-015327 4
By:
Name: Jacov Ben -Zvi
Title: President
Date: 01 / 03 / 2023
Doc ID: 9f208f91e49201991c310528f5f3de74892e1ff0
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