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HomeMy WebLinkAboutC23-366 Placer Labs LICENSE AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND PLACER LABS, INC. THIS AGREEMENT (“Agreement”) is effective as of _________________ by and between Placer Labs, Inc. a Delaware corporation (hereinafter “Contractor” or “Placer”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County” or “Customer”). RECITALS WHEREAS, Contractor is a location analytics collection company that provides software solutions and offering a foot traffic analytics platform for users to generate insights into any physical place for a deeper understanding of audiences and competition for customers; and WHEREAS, County desires to contract with Contractor for access to Placer Services as defined below and as set forth herein so that County may use and evaluate such data for insights specific to the Eagle County Regional Airport (the “Airport”); and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide access to the Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services. Contractor agrees to provide the Services as described in Exhibit A (“Services” or “Work”) which is attached hereto and incorporated herein by reference, which Services shall include access to Placer’s Platform. The Services shall be performed in accordance with the provisions and conditions of this Agreement. DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D 11/27/2023 Placer Labs, Inc. – Airport Agreement 11.27.2023 a. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. 2. License. Subject to the terms of this Agreement and Exhibit A (including, without limitation, the payment of fees by Customer), Contractor hereby grants to County a limited, non- exclusive, non-transferable, non-sublicensable license to access and use the Services (as set forth in Exhibit A) solely for the Permitted Uses (as set forth in the Exhibit A). 3. Permitted Uses. The data, information and materials accessible via the Services are referred to as “Placer Data”. County may use Placer Data solely for the following purposes (“Permitted Uses”): (a) County may use Placer Data for County’s internal business purposes; and (b) County may incorporate Placer Data into Research Data, as described and subject to the restrictions below. As used herein, “Research Data” means datasets and other materials created by County that result in any part from County’s use of Placer Data. The County may share Research Data with current and potential customers, and in marketing materials; provided that the County shall cite Placer as a provider of such information (for such purpose only, Placer grants County 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). County shall not, directly or indirectly, resell, distribute, sublicense, display or otherwise provide Placer Data to any third parties, except that County may display Placer Data as part of Research Data. 4. County’s Representative. The Airport’s designee shall be Contractor’s contact with respect to this Agreement and performance of the Services. 5. Term of the Agreement. This Agreement shall commence on December 1, 2023, and subject to the provisions of paragraph 16 hereof, shall continue in full force and effect through November 30, 2024 (“Initial Term”). 6. Extension or Modification. This Agreement may be extended for additional one-year terms (“Additional Term”) upon written agreement of the parties. Any amendments or modifications shall be in writing signed by both parties. No additional services shall be provided by Contractor unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with County’s internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D Placer Labs, Inc. – Airport Agreement 11.27.2023 additional services is not timely executed and issued in strict accordance with this Agreement, Contractor’s rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 7. Compensation. County shall compensate Contractor for the Services set forth in Exhibit A. The fee for the Services provided under this Agreement shall not exceed $15,250. a. Payment will be made for the Services within thirty (30) days of receipt invoice from Contractor. b. Invoices will be sent electronically to Customer’s billing contact email via NetSuite. c. If County believes that Placer has billed County incorrectly, County must contact Placer no later than ninety (90) 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. d. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. e. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 8. Insurance. Contractor agrees to provide and maintain at Contractor’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Placer will maintain at all times during the Term, at Placer’s own cost and expense, insurance for claims which may arise from or in connection with the operations of Placer with coverage at least as broad and with limits of liability not less than the following: (i) Worker’s Compensation: Statutory; (ii) Employers Liability: $1,000,000 per occurrence; $1,000,000 aggregate; (iii) Commercial General Liability: $4,000,000 per claim; $5,000,000 aggregate; (iv) Professional Liability (E&O): $5,000,000 per claim; $5,000,000 aggregate; and (v) Cyber (Network Security) Liability: $5,000,000 per claim; $5,000,000 aggregate. DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D Placer Labs, Inc. – Airport Agreement 11.27.2023 b. These insurance policies will be carried with companies that have an A.M. Best Co. rating of “A-” and “Class VII” or better. Deductible amounts under the foregoing policies shall be paid by Placer and the insurance coverage provided for herein will not act to limit Placer's liability under this Agreement. A copy of the current Certificate of Insurance evidencing the required insurance coverage is attached hereto as Exhibit B. c. The commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. 9. Indemnification. a. Placer shall indemnify and hold harmless County, and any of its officers, agents, or employees against any third party claim for losses, claims, damages, or liabilities for which County may become subject to insofar as any such losses, claims, damages, or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Placer or any of its subcontractors hereunder; and Placer shall reimburse County for reasonable attorney fees and costs, legal, and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability, or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Placer. This paragraph shall survive expiration or termination hereof. b. 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, unused fees for Placer Data. c. The obligations of Placer to provide indemnification hereunder is subject to the County providing Placer with prompt written notice of any claim, and reasonably cooperating DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D Placer Labs, Inc. – Airport Agreement 11.27.2023 with Placer in defending such claim. Subject to the foregoing, County may be represented in any proceeding by counsel of its own choosing at its own expense. 10. Restrictions and Responsibilities. a. County 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 a Permitted Use), (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 or, (h) use the Services or Placer Data in connection with any products, services, or activities that compete with Contractor, 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. County 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 County 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, County 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. b. County represents, covenants, and warrants that County will use the Services and Placer Data and only in compliance with applicable laws and regulations. Furthermore, County will ensure all access to the Services (“log in”) shall be done using email addresses of County’s email domain, and never any personal email addresses. Although Contractor has no obligation to monitor County’s access to and use of the Services or Placer Data, Contractor may do so and may prohibit any access or use it believes may be (or alleged to be) in violation of the foregoing. DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D Placer Labs, Inc. – Airport Agreement 11.27.2023 c. County 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”). County shall also be responsible for maintaining the security of the Access Equipment, County account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of County account or the Access Equipment with or without County’s knowledge or consent. d. County shall maintain information security measures to safeguard County’s Access Equipment and Placer Data in County’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 County utilizes to safeguard its own sensitive data, which shall be no less than industry standard security measures in any event. e. County 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. Contractor or its designee(s) may, at any time upon not less than ten (10) business days’ notice to County, examine such records of County (and its affiliates and contractors, if any are permitted to use Placer Data) related to County’s and any such parties’ use of Placer Data (“Audit”). County will cooperate fully, and cause its affiliates and contractors to cooperate fully, with any such Audit(s) and will provide all records, data, documentation, and other information reasonably requested by Contractor, in accordance with state law. The Audit(s) will be conducted during normal business hours, and at Contractor’s expense; provided however if such Audit reveals misuse of Placer Data by County, then County will bear the cost of such Audit, subject to Section 7.d. above, without limiting any other rights or remedies that Contractor may have with respect to any such misuse of Placer Data. 11. Proprietary Rights. a. Contractor 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. b. County may provide feedback to Contractor 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). Contractor may use any such feedback to improve the Services or for other purposes, without any obligation to County. DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D Placer Labs, Inc. – Airport Agreement 11.27.2023 12. Warranty and Disclaimer. a. Contractor 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 Contractor or by third-party providers, or because of other causes beyond Contractor’s reasonable control, but Contractor shall use reasonable efforts to provide advance notice, by posting in the Services, email, or otherwise, of any scheduled service disruption. CONTRACTOR 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. b. Notwithstanding anything to the contrary as set forth in Exhibit C attached hereto, 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”). c. Contractor 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 PARAGRAPH 13, THE SERVICES AND PLACER DATA ARE PROVIDED “AS IS” AND CONTRACTOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PLACER DATA ARE COMPILED BASED ON PROPRIETARY ALGORITHMS, AND CONTRACTOR DOES NOT WARRANT THAT ALL DATA SHALL BE COMPLETE AND ACCURATE. FURTHER, CONTRACTOR MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR PLACER DATA. Without limiting the foregoing disclaimer, County acknowledges and agrees that Placer Data consist of and represent the result of statistical inferences. Contractor is not a backup service, and County is solely responsible for creating any backups of data provided by Contractor. Contractor is not responsible for decisions made by County based on Placer Data. 13. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when transmitted via e-mail with DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D Placer Labs, Inc. – Airport Agreement 11.27.2023 confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attn: Jodi Doney 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-2645 E-Mail: jodi.doney@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 E-Mail: atty@eaglecounty.us CONTRACTOR: Placer Labs, Inc. Attn: Jacov Ben-Zvi 440 N. Barranca Ave #1277 Covina, CA 91723 Telephone: 415-228-2444 Email: executiveoffice@placer.ai 14. Termination. Either Party may terminate this Agreement for a material breach of any terms of conditions of this Agreement by the other Party upon thirty (30) days’ prior written notice (“Termination Notice”) specifying the nature of the breach and identifying the actions or conduct that such Party would reasonably consider to be an acceptable cure of such material breach. The breaching Party shall have thirty (30) days from the date of such notice to cure such material breach. If the Party receiving the Termination Notice fails to cure such breach within such thirty (30) day period, the Party delivering the Termination Notice may terminate this Agreement effective immediately on or after the end of the thirty (30) day cure period by written notice to the other Party. In addition, Contractor may immediately suspend County’s access to the Services, or terminate this Agreement, in the event of non-payment by the County or breach by County of any restrictions regarding usage of the Services. DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D Placer Labs, Inc. – Airport Agreement 11.27.2023 The Parties agree that a material breach under this Agreement shall include an interruption in access to the Services, by no fault of the County, that continues for more than 14 consecutive days in any one-month period. In the event the Services are not available to County, due to circumstances within the reasonable control of Contractor, for more than 14 consecutive days, County may, at its sole discretion, terminate this Agreement upon written notice and Placer shall refund County a prorated amount based on the remainder of this Agreement calculated from day 1 of the interruption through the last day of the Term. 16. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 17. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 19. 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 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 THIS AGREEMENT, THE SERVICES OR PLACER DATA OR FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY WILL NOT EXCEED FIVE (5) TIMES THE FEES PAID TO PLACER UNDER THIS AGREEEMENT DURING THE PREVIOUS TWEVE (12) MONTHS OR $50,000, WHICHEVER IS GREATER. FOR INDEMIFIABLE CLAIMS, THIS AMOUNT WILL NOT EXCEED TEN (10) TIMES THE FEES PAID TO PLACER UNDER THIS AGREEMENT OR $150,000, WHICHEVER IS GREATER. NOTWITHSTANDING ANY OTHER PROVISIONS, THE FOREGOING LIMITATIONS WILL NOT APPLY TO BREACH OF CONFIDENTIALITY OBLIGATIONS OR BREACH OF LICENSING RESTRICTIONS. DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D Placer Labs, Inc. – Airport Agreement 11.27.2023 20. Security Breach Notification. a. “Security Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or information resources of the Customer. Security Incidents include, without limitation, successful attempts to gain unauthorized access to the personally identifiable information of any County user of the Placer Services. b. Security Incident. Placer will (i) notify Customer of a Security Incident without undue delay after becoming aware of the Security Incident, and (ii) take reasonable steps to mitigate the effects and to minimize any damage resulting from the Security Incident. c. Placer Assistance. Placer will include in the notification under section 20(b)(i) such information about the Security Incident as Placer is reasonably able to disclose to Customer, taking into account the nature of the Services, the information available to Placer, and any restrictions on disclosing the information, such as confidentiality. d. Unsuccessful Security Incidents. Customer agrees that: (i) an unsuccessful Security Incident will not be subject to this Section 20. An unsuccessful Security Incident is one that results in no unauthorized access to Customer Data or to any of Placers' equipment or facilities storing Customer Data, and may include, without limitation, pings and other broadcast attacks on firewalls or edge servers, port scans, unsuccessful log-on attempts, denial of service attacks, packet sniffing (or other unauthorized access to traffic data that does not result in access beyond headers) or similar incidents; and (ii) Placer’s obligation to report or respond to a Security Incident under this Section 20 is not and will not be construed as an acknowledgement by Placer of any fault or liability of Placer with respect to the Security Incident. e. Communication. Notification(s) of Security Incidents, if any, will be delivered to one or more of Customer’s administrators by any means Placer selects, including via email. It is Customer’s sole responsibility to ensure Customer’s administrators maintain accurate contact information on the Placer management console and secure transmission at all times. 21. Other Contract Requirements and Contractor Representations. a. This Agreement constitutes an agreement for access to Services provided by the Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master- servant, partnership, joint venture or any other relationship between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D Placer Labs, Inc. – Airport Agreement 11.27.2023 b. Contractor represents and warrants that it shall comply with any and all applicable laws, codes, rules and regulations. c. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. d. Contractor shall not assign any portion of this Agreement without the prior written consent of the County; 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. e. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. f. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. g. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. h. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. i. This Agreement includes and incorporates Contractor’s privacy policy attached as Exhibit C, which is attached hereto and incorporated herein by reference. Notwithstanding the foregoing and notwithstanding anything to the contrary contained in the privacy policy at Exhibit C, Contractor acknowledges and agrees that it is not collecting any Personally Identifiable Information, Personal Data or Sensitive Data from the County or County personnel, other than data necessary to facilitate usernames and passwords for use of the Services. DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D Placer Labs, Inc. – Airport Agreement 11.27.2023 j. 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. k. The following will survive any termination of this Agreement: Sections 2 through 21 of this Agreement. [REST OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D Placer Labs, Inc. – Airport Agreement 11.27.2023 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: ______________________________ Jeff Shroll, County Manager CONTRACTOR PLACER LABS, INC., a Delaware corporation By: _____________________________________ Print Name: ______________________________ Title: ____________________________________ DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D Vernell Wisdom Head of Contract Management Placer Labs, Inc. – Airport Agreement 11.27.2023 EXHIBIT A DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D Placer Labs, Inc. – Airport Agreement 11.16.2023 EXHIBIT A Eagle County (“Customer”) Placer Labs, Inc. (“Placer”) Address: PO Box 850 Eagle, CO 81631 Address: 440 N Barranca Ave., #1277 Covina, California 91723 Contact Person: Jodi Doney Contact Person Chris Harder Email: jodi.doney@eaglecounty.us Billing Contact Person: Melissa Anderson Phone: 970-328-2645 Billing Email*: billing@placer.ai Billing Contact Email: airportfinance@eaglecounty.us Billing Phone*: 415-228-2444 *Not for use for official notices. 1. Services. 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 the Eagle County Regional Airport team. User credentials, logins and Placer Data may not be shared with others outside of the Eagle County Regional Airport team. • 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 are 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: o Quarterly Maximum of 26 credits; Annual Maximum of 104 credits • Premier Customer Support o Regular meetings with Placer's Customer Success Team o Live, Virtual Training support as reasonably needed • Access to STI Demographics Bundle + Mosaic Data Set. The applicable Advanced Demographics and Psychographics are generated using the Input Datasets from the data vendors as set forth below: • Placer is acknowledging Volaire Aviation Consulting as an acting agent (“Agent”) on behalf of the Customer. Agent is granted user credentials to Placer’s Platform solely for the benefit of deriving Description Input Datasets Used STI Demographics Bundle PopStats Spending Patterns Workplace Market Outlook Experian Mosaic Mosaic Segmentation DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D Placer Labs, Inc. – Airport Agreement 11.16.2023 insights specific to Customer properties. To clarify, Agent must not use the Services for Agent itself or any of Agent's other clients, or share access to the Services with any other third parties. 2. Intentionally Omitted. 3. Intentionally Omitted. 4. Fees. $15,250/year invoiced: in full upon signing of this Agreement. 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. Pacific Time, with the exclusion of federal holidays. For any such support, please contact us at support@placer.ai. 6. Mutual NDA. Subject to applicable public records laws, 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). Prior to the disclosure of Proprietary Information, the Disclosing Party will notify the Receiving Party in writing and identify the Proprietary Information to be disclosed to the Receiving Party. Proprietary Information of Placer includes non-public information regarding features, functionalities and performance of 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, (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, or (f) with respect to Customer, fees paid under this Agreement that must be disclosed in public documents.. These provisions regarding Proprietary Information shall survive any termination of the Agreement and expire five (5) years after such termination or expiration, except that Receiving Party's obligations survive for Proprietary Information that is a trade secret, for as long as such Proprietary Information is a trade secret under applicable law. DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D Placer Labs, Inc. – Airport Agreement 11.27.2023 EXHIBIT B DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 11/1/2023 Newfront Insurance Services 777 Mariners Island Blvd Suite 250 San Mateo, CA 94404 650-488-8565 www.newfront.com Underwriters at Lloyd's, London 15642 Travelers Casualty and Surety Co of Amer 31194 A $4,000,000ESL033955475411/1/2022 12/5/2023 $4,000,000 3 $10,000 3 3 $4,000,000 $5,000,000 $4,000,000 A ESL0339554754 11/1/2022 12/5/2023 $4,000,000 3 3 B Errors & Omissions/Cyber Liability ESL0339554754 11/1/2022 12/5/2023 Limit: $5,000,000 B Crime 107257824 11/1/2022 12/5/2023 Limit: $1,000,000 Rod Sockolov Cert Request TechCertRequest@newfront.com 3 Placer Labs, Inc. Placer.ai 440 N. Barranca Ave #1277 Covina CA 91723 77050485 Evidence of Insurance RE: Evidence of Insurance. 77050485 | 22-23 GL/E&O/Cyber/Crime | Patra (1) | 11/1/2023 9:43:08 AM (PST) | Page 1 of 1 This certificate cancels and supersedes ALL previously issued certificates. DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D Placer Labs, Inc. – Airport Agreement 11.16.2023 EXHIBIT C PLACER LABS, INC. PRIVACY POLICY Privacy Policy (Users of Platform Services) This Privacy Policy describes how Placer Labs, Inc. (“Placer” or “we”) collects, stores, uses and shares information about users of our Platform Services. Our “Platform Services” means (i) the website located at http://placer.ai (the “Site”), (ii) any services, features, and content downloadable or accessible from the Site (for example, and without limitation, when you log in to your Account via the Site) and (iii) any other Placer application, software, product, or service licensed, downloaded or otherwise accessed by you, whether through Placer or third party websites or sources, other than the SDK (as defined below). By using the Platform Services, you agree to Placer’s collection, storage, use and disclosure of your information as described in this Privacy Policy. If you disagree with anything in this Privacy Policy, please do not use the Platform Services. 1. WHO ARE “YOU”? We refer to “you” a lot in this Privacy Policy. As used in this Privacy Policy, “you” refer to “Placer Customers”, which means direct users of Placer’s Platform Services. Categories of Placer Customers may include, among others, users of our data analytics. Placer Customers may be retail stores, restaurants, brands, researchers, and advertising agencies, just to name a few examples. Users of the Site are also Placer Customers. 2. HOW DOES PLACER WORK? Placer’s technology is deployed, via integration of our SDK, in thousands of mobile apps and millions of devices. Placer’s technology collects data, such as geolocation data, which is DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D Placer Labs, Inc. – Airport Agreement 11.16.2023 scrubbed of any personally identifiable information to protect the privacy of Consumers. Using the aggregated and anonymized data, Placer provides data analytics and actionable insights to Placer Customers. Such data analytics and actionable insights may include foot traffic patterns and Consumer preferences, among many other examples. 3. INFORMATION WE COLLECT If you are a Placer Customer, we may receive (a) information provided by you and (b) information that is automatically collected. (a) When you use the Platform Services, we may collect information that you provide, may include your name, your company name, telephone number, email address, mailing address, billing and payment information, your preferences, and your customer data. You may provide us with information in various ways on the Platform Services, such as when you register for an account, pay for the Platform Services, send us customer service questions or support requests, or when you upload your customer data. (Additional terms and conditions governing your upload of customer data, if applicable, are set forth in the Terms of Use.) (b) When you use the Platform Services, we may also automatically collect other information about you, such as IP address, browser type, domain names, referring website addresses, access times, web log data, and other event information. Such automatic collection of information may be enabled by cookies, pixels, or other tools. Please refer to the settings for your device, web browser, and operating system for more information on how to disable such tools and control your preferences. 3.2 Note about Personally Identifiable Information DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D Placer Labs, Inc. – Airport Agreement 11.16.2023 “Personally Identifiable Information”, as the term is used in the United States, or “Personal Data” as referred to for individuals pursuant to the European Directives 95/46/EC and 2002/58/EC (EU General Data Protection Regulations Legislation, also known as GDPR) (hereinafter “PII”), is information relating to an identified or identifiable natural person. 4. HOW WE USE THE INFORMATION WE COLLECT We use the information collected from Placer Customers for our business, including, without limitation: • To operate, maintain, enhance, and provide all features of the Platform Services; • To provide support to Placer Customers; • To understand and analyze the usage trends of Placer Customers; • To improve the Platform Services, and to develop new products, services, features, and functionality. We may also use your email address or other information to contact you for administrative or customer service purposes, and to send other business communications to you, such as updates about our Platform Services. 5. INFORMATION SHARING We may share or disclose information collected from Placer Customers under the following circumstances: • To Service Providers. We work with third party service providers to provide application development, hosting, maintenance, and other services for us. We may transfer, and these third parties may have access to or process, information about you as part of providing those services for us. Generally, we limit the information provided to these DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D Placer Labs, Inc. – Airport Agreement 11.16.2023 service providers to that which is reasonably necessary for them to perform their functions, and we require them to agree to maintain the confidentiality of such information. • To Comply with Laws. We may disclose information about you if required to do so by law or in the good-faith belief that such action is necessary to comply with laws, in response to a court order, judicial or other government subpoena or warrant, or to otherwise cooperate with law enforcement or other governmental agencies. • To Protect Our Legal Rights. We also reserve the right to disclose information about you that we believe, in good faith, is appropriate or necessary to: (i) take precautions against liability; (ii) protect ourselves or others from fraudulent, abusive, or unlawful uses or activity; (iii) investigate and defend ourselves against any third party claims or allegations; (iv) protect the security or integrity of the Platform Services and any facilities or equipment used to make the Platform Services available; or (v) protect our property or other legal rights (including, but not limited to, enforcement of our agreements), or the rights, property, or safety of others. • In Corporate Reorganizations. Information may be disclosed during due diligence or in preparation for or after an acquisition or merger, consolidation, change in control, transfer of substantial assets, financing, reorganization or similar corporate transactions with requirements for the receiving party to maintain the confidentiality of such information, or in the event of an insolvency, bankruptcy, or receivership in which information is transferred to one or more third parties as one of our business assets. • To Analytics Providers. We use analytics services such as Google Analytics to collect and process certain analytics data. You can learn more about Google’s practices by visiting https://www.google.com/policies/privacy/partners/. To help us understand how you use our Platform Services and to help us improve them, we automatically receive information about your interactions with our Platform Services, like the pages or other DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D Placer Labs, Inc. – Airport Agreement 11.16.2023 content you view, the searches you conduct, purchases you make, and the dates and times of your visits. 6. YOUR CHOICES You may, of course, decline to share certain information with us, in which case we may not be able to provide to you some of the features and functionality of the Platform Services. If you wish to access or amend any other PII we hold about you, you may contact us at privacy@placer.ai. Please note that while any changes you make will be reflected in our databases instantly or within a reasonable period of time, we may retain all information you submit for backups, archiving, prevention of fraud and abuse, analytics, satisfaction of legal obligations, or where we otherwise reasonably believe that we have a legitimate reason to do so. If you receive commercial email (e.g., promotions) from us, you may unsubscribe at any time by following the instructions contained within the email. You may also opt out from receiving commercial email from us by sending your request to us at privacy@placer.ai or by writing to us at the address at the end of this Private Policy. Please be aware that it may take up to ten (10) business days for us to process your request, and you may continue to receive commercial email from us during that period. Additionally, even after opting out from receiving commercial email from us, Placer Customers will continue to receive administrative messages from us regarding the Platform Services. Under California law, California residents who have an established business relationship with us may choose to opt out of the disclosure of PII about them to third parties for such third parties’ direct marketing purposes. Our policy is not to disclose PII collected online to any third party for direct marketing purposes without your approval. If you choose to opt-out at any time after granting approval, please email privacy@placer.ai. DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D Placer Labs, Inc. – Airport Agreement 11.16.2023 7. THIRD PARTY SERVICES The Platform Services may be integrated with, or contain features or links to, mobile apps and services provided by third parties. Any information you provide on third party mobile apps and services is provided directly to the operators of such mobile apps and services and is subject to those operators’ policies, if any, governing privacy and security. We are not responsible for the content or privacy and security practices and policies of such third parties. We encourage you to learn about third parties’ privacy and security policies before providing them with information. 8. DATA SECURITY We use certain physical, managerial, and technical safeguards that are designed to improve the integrity and security of information that we collect and maintain. Please be aware that no security measures are perfect or impenetrable. We cannot and do not guarantee that information about you will not be accessed, viewed, disclosed, altered, or destroyed by breach of any of our physical, technical, or managerial safeguards. 9. CHILDREN’S PRIVACY The Platform Services are not directed to children under the age of 13. We do not knowingly collect any information at all from children under the age of 13. If you learn that a child has provided us with personal information in violation of this Privacy Policy, then you may alert us at privacy@placer.ai. 10. INTERNATIONAL TRANSFER We may transfer information that we collect about you to affiliated entities, or to other third parties across borders and from your country or jurisdiction to other countries or jurisdictions around the world. If you are located in the European Economic Area (EEA) or other regions DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D Placer Labs, Inc. – Airport Agreement 11.16.2023 with laws governing data collection and use that may differ from U.S. laws, please note that you are transferring information, including PII, to a country and jurisdiction that does not have the same data protection laws as your jurisdiction, and you consent to the transfer of information to the U.S. and the use and disclosure of information about you, including PII, as described in this Privacy Policy. 11. EUROPEAN ECONOMIC AREA AND CALIFORNIA APPENDICES If you are located in the European Economic Area (EEA), please further see Appendix A at the end of this Privacy Policy. If you are a California resident, please further see Appendix B at the end of this Privacy Policy. 12. CHANGES AND UPDATES TO THIS PRIVACY POLICY We may update this Privacy Policy from time to time. Please revisit this Privacy Policy periodically to stay aware of any changes. If we modify this Privacy Policy, we will make it available through the Platform Services, and indicate the date of the latest revision. In the event that the modifications materially alter your rights or obligations hereunder, we will make reasonable efforts to notify you of the change. For example, we may send a message to your email address if we have one on file, or generate a pop-up or similar notification when you access the Platform Services for the first time after such material changes are made. Your continued use of the Platform Services after the revised Privacy Policy has become effective indicates that you have read, understood and agreed to the latest version of this Privacy Policy. DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D Placer Labs, Inc. – Airport Agreement 11.16.2023 14. HOW TO CONTACT US Please contact us with any questions or comments about this Privacy Policy, information we have collected or otherwise obtained about you, our use and disclosure practices, or your consent choices by email to privacy@placer.ai or by physical mail to: Placer Labs, Inc. 340 S. Lemon Ave. #1277 Walnut, CA 91789 USA DocuSign Envelope ID: 691A15BE-5F76-475F-9D62-B80645BCDF6D