ORDER FORM Docusign Envelope ID:8D6DC8C1-7173-454E-A5DA-487759700AA3
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PLACER LABS INC.
ORDER FORM
City of Clearwater, Florida ("Customer") Placer Labs Inc. ("Placer")
Address: 100 S Myrtle Ave Address: 440 N Barranca Ave., 41277
Clearwater, FL 33755 Covina, CA 91723
Contact Person Clayton Demanes
Contact Person: David Pearson Billing Contact Person: Jason Tsui
Email: david.pearson@myclearwater. Billing Email*: billing(�placer.ai
com
Phone: 727-444-8070 Billing Phone*: 415-228-2444 ext 806
Billing Contact Email: helpdesk(�myclearwater.com *Not for use for official notices.
1. Services and Fees.
The services provided under this Order Form (the "Services")include:
Services Description Services Description Detail
Platform Access Section 2
Chains Report Expanded Section 2
Void Analysis Section 2
Advance Market Report Section 2
Total Annual Fee—Year 1 $50,000.00
All Fees in this Order Form are shown in US Dollar(USD)
Description.2. Services
Chains Report Expanded
Chains Report Expanded which displays chain-level demographic and psychographic data.
Placer Venue Analytics Platform
Access to Placer's location analytics platform (the "Placer Platform"). Access to Placer XTRA reports,subject to
Scoping and Additional Usage Limitations in Section 3.
Void Anal
Access to the Void Analysis tool.
Advanced Market Report
Advanced Market Report is an advanced version of the market report in the Placer Platform.
3. Permitted Uses and Limitations.
Permitted Uses:
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Customer may use Placer Data solely for the following purposes ("Permitted Uses"): (a) Customer may use Placer Data
for Customer's internal business purposes;and(b) Customer may incorporate Placer Data into Research Data, as described
and subject to the restrictions below.
"Placer Data"means the data,information and materials accessible via the Services.
"Research Data" means datasets and other materials created by Customer that result in any part from Customer's use of
Placer Data:
• Research Data may contain limited excerpts and discrete portions of Placer Data ("Excerpts") so long as: (i) such
Excerpts are only supportive of, and do not independently form a substantial part of, the Research Data; (ii)Research
Data does not include full copies or substantial portions of Placer Data;and(iii)any such Research Data is distributed
to no more than a limited number of Customer's clients and prospective clients and is not commercially or generally
distributed;
• The Customer may share Research Data with current and potential customers, and in marketing materials; provided
that the Customer shall cite Placer as a provider of such information (for such purpose only,Placer grants Customer
the rights to use the Placer.ai name and logo,provided that any such use of the Placer.ai name and logo must clearly
indicate that Placer is the provider of data only, and is not involved in any analysis, conclusion, recommendation);
and
• Customer shall not, directly or indirectly, resell, distribute, sublicense, display or otherwise provide Placer Data to
any third parties, except that Customer may display Placer Data as part of Research Data.
No part of the Placer Data or Research Data may be used: (i) in connection with, or to enable development of machine
learning, rules engines, or other similar automated processes; or (ii) to train third-parry artificial intelligence ("Al")
technologies, models, software, platforms or tools including, without limitation, ChatGPT, Bard and similar Al
technologies. None of the Placer Data, or any part thereof, may be shared externally with any third-party Al technology
service providers unless the third-party Al service providers are contractually prohibited from: (i) using the Placer Data to
develop or improve the Al technology, (ii) storing any portion of the Placer Data; and(iii)redistributing any portion of the
Placer Data to any third party.
Scoping and Additional Usage Limitations: In addition to and not in replacement of any usage limitations in this Order
Form and the Agreement, Customer's access to and usage of the Services and Placer Data is further limited as follows:
• Customer and its authorized users may not share user credentials, logins or Placer Data with any others.
• Customer and its authorized users may not provide access to any third parry agents acting on Customer's behalf
(including any consultants, contractors, or other agents of Customer) without prior written consent from Placer. Any
such approved access may be subject to an additional fee pursuant to a written amendment to this Order Form.
• Xtra Reports: Quarterly Maximum of 65 credits; Annual Maximum of 260.
• Access is limited to the following States: US-FL
• Customer's authorized users may only be members of the following Customer Department:Community Redevelopment
Agency, Economic Development and Housing, Parks and Recreation, Planning and Development, and Information
Technology.For utmost clarity,Information Technology use is limited to support the departments outlined in this Order
Form.
4. Term and Termination.
Term:
The Initial Term and any Additional Terms are referred to collectively as the "Term."
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Placer Confidential Information
All rights reserved. This document contains confidential and/or proprietary information belonging to Placer Labs Inc.which may not be reproduced or transmitted in
any form or by any means without the express written consent of Placer.
Docusign Envelope ID:8D6DC8C1-7173-454E-A5DA-487759700AA3
• Initial Term: The initial term of this Order Form will begin as of the last signature date set forth
below(the "Effective Date"), and will continue for 12 consecutive months thereafter (the "Initial Term"). Each
renewal or additional term, if any, is referred to as "Additional Term," and the Initial Term and any Additional
Terms are referred to collectively as the "Term".
• 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,only if mutually agreed in writing by both parties (email would be
sufficient). The Term shall be limited to 3 years.
Termination:
• Material Breach: Either parry may terminate this Order Form upon thirty (30) days' notice if the other parry
materially breaches any of the terms or conditions of this Order Form or the Agreement(as defined below), and the
breach remains uncured during such thirty (30)days.
• Suspension:In addition,Placer may immediately suspend Customer's access to the Services,or terminate the Order
Form, in the event of non-payment by the Customer or breach by Customer of any restrictions regarding usage of
the Services.
• Fees: All Fees are non-refundable and in the event of any termination, Customer will pay in full for the Services.
• Should either Placer or Customer terminate this Order Form for any reason except for an event of non-payment or
breach by Customer,Placer will remit to Customer the prorated Fee attributable to the balance of the Initial Term.
Post-Termination:
• Rights and Licenses: Upon any termination or other expiration of this Order Form all rights and licenses granted to
Customer to use the Services and Placer Data shall cease.
• Placer Data: Within ten(10)days after such termination or expiration, Customer will permanently delete or destroy
all elements of Placer Data under its control; provided however, Customer shall not be required to immediately
purge from its hard-copy, electronic or email files Placer Data that Customer accessed or otherwise used in
compliance with the terms of this Order Form or the Agreement which are contained in such hard-copy, electronic
or email files (the "Post-Termination Information"), so long as any Post-Termination Information is (x) solely
retained for ordinary corporate systems backup, legal or regulatory purposes, (y) not used, copied, distributed or
displayed for internal research or marketing or for any other commercial purposes and (z) ultimately deleted in
accordance with Customer's data retention policy.
• Research Data: Customer may retain and continue to use and distribute copies of Research Data generated
hereunder, provided that any such Research Data containing Excerpts (w) is presented in such a manner that it
could not reasonably be decompiled or reverse engineered to extract the underlying Placer Data, (x) is used for
Customer's internal, non-commercial business purposes only, (y) is ultimately deleted in accordance with
Customer's data retention policy and(z)is otherwise used in accordance with this Order Form and the Agreement.
• Certification: Upon request from Placer, Customer shall certify in writing its compliance with this provision.
5. Invoicing,Payment Terms, and Fee Increases.
Invoicing and Payment Terms:
Placer will invoice Customer as follows for the Annually(Placer will invoice Customer for the entire Annual
Initial Term starting on the Effective Date: Fee promptly after the Effective Date and then annually
thereafter)
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Customer shall pay all invoices within the 30
following number of days of the invoice date:
• Placer will send all billing via electronic invoice to the Customer billing contact email indicated above via
NetSuite.
• If Customer believes that Placer has invoiced Customer incorrectly, Customer must contact Placer no later than
sixty(60)days after the closing date on the first invoice in which the error or problem appeared in order to receive
an adjustment or credit.Inquiries should be directed to Placer's customer support department at supL�ort(a'placer.ai.
• Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum
permitted by law,whichever is lower,plus all expenses of collection.
• Customer is responsible for all applicable taxes arising directly from the Services other than U.S. taxes based on
Placer's net income.
• If this Order Form is renewed for Additional Terms the fees shall be as listed below, and such fees are subject to
an increase (and as mutually agreed in writing) if Customer's access or Services have changed during the Initial
Term:
o Year 2: $54,000
o Year 3: $59,000
Fee Increases:
• The Annual Fee for the Initial Term has been based on the metric(s) and scoping in this Order Form, Placer
reserves the right to increase the Customer's Annual Fee for any Additional Term if the metric or scope of use
has increased.
• Except as specifically provided otherwise in this Order Form, renewal of promotional or one-time priced Fees
will be at Placer's applicable subscription pricing in effect at the time of the applicable Additional Term.
• Customer agrees that if any event occurs that will result in a material increase in Customer's usage of the Services
(whether due to a merger or acquisition or otherwise), Customer will notify Placer in writing no later than thirty
(30) days following the date of such event and Placer reserves the right to increase the Customer's Annual Fee
mid-Term accordingly. If such event consists of Customer's merger with or acquisition of another customer of
Placer,the Annual Fee increase shall be in an amount no less than the pro-rated annual fee of such other customer.
• Except as specifically provided otherwise in this Order Form, Annual Fees for any Additional Term shall be
subject to an increase up to the greater of eight percent (8%) or CPI, unless Placer provides notice of different
pricing at least thirty (30) days prior to the applicable Additional Term. Any such increase in Annual Fees will
only be effective upon commencement of the Additional Term.
6. Support.
Premier Customer Support
• Regular Meetings with Placer's Customer Success Team
• Live, Virtual Training support
Placer will use commercially reasonable efforts to provide customer service and technical support in connection with the
Services on weekdays during the hours of 9:00 A.M.through 5:00 P.M.Pacific Time,with the exclusion of federal holidays.
For any such support, Customer shall contact sut�t�ort a),t)lacer.ai.
7. Confidentiality.
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
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Information"of the Disclosing Parry).Proprietary Information of Placer includes,without limitation,non-public information
regarding features, functionalities and performance of, and pricing for, the Services. The Receiving Parry 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 parry any Proprietary Information. The foregoing shall
not apply with respect to any information that the Receiving Parry can document(a)is or becomes generally available to the
public, (b) was in the possession of or known to the Receiving Parry, prior to disclosure thereof by the Disclosing Parry,
without any restrictions or confidentiality obligations, (c) was rightfully disclosed to it, without any restrictions or
confidentiality obligations,by a third parry, (d)was independently developed without use of any Proprietary Information of
the Disclosing Parry, or (e) is required to be disclosed by law, provided that the Receiving Parry provides the Disclosing
Parry with prompt written notice of such requirement and reasonably cooperates with the Disclosing Parry 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.
8. Miscellaneous.
Funding Failure Termination Right. If funds for continued payments under this Agreement by the Customer are at any
time unavailable or are insufficient for the Initial Term or any Additional Term, through failure of any entity,including the
Customer itself, to appropriate such funds, then the Customer shall, within ten (10) days of such determination, provide
notice to Placer and both Placer and the Customer shall have the right to immediately terminate this Order Form without
penalty or further payment by the Customer.
Public Records Laws.Placer acknowledges that if Customer is subject to the applicable public records laws and regulations
for Florida state ("Public Records Laws"), that all obligations imposed by this Agreement are subordinate to Customer's
obligations under Public Records Laws. Notwithstanding the foregoing, Customer agrees that it will keep Placer's
Proprietary Information (including any Placer Data) confidential in accordance with this Order Form and the Agreement
unless otherwise required by applicable law, including Public Records Law.
License Agreement Amendments.For the purposes of this Order Form only,the Agreement is hereby amended as follows:
• Section 5.b of the Agreement,beginning "Customer shall defend, indemnify and hold Placer harmless...", is hereby
deleted in its entirety.
• The third to the last sentence of Section 8 of the Agreement is hereby removed in its entirety and replaced with the
following: "This Agreement shall be governed by the laws of the State of Florida without regard to its conflict of
laws provisions."
• The fourth sentence of Section 8 of the Agreement is hereby removed in its entirety and replaced with the following:
"Placer may not assign or transfer any of its rights and obligations under the Order Form or this Agreement without
Customer's prior written consent.Notwithstanding the foregoing,Placer may assign its rights and obligations under
the Order Form or this Agreement, in whole or in part, without Customer's approval in connection with a sale of
business, including an acquisition, a merger with or into another entity, a sale of assets, or similar transactions;
provided, however, that Placer shall promptly provide notice to Customer of any such assignment or transfer and
Customer may terminate the Order Form and this Agreement no later than thirty(30)days after receipt of such notice
if such entity will not agree in writing to assume all of Placer's obligations under this Agreement."
Notices.All notices under the Order Form and the Agreement will be in writing and will be deemed to have been duly given
(a)upon delivery by a recognized delivery service (e.g.,FedEx)with delivery confirmation, (b)upon receipt,if sent by U.S.
certified or registered mail,return receipt requested, or(c) when sent via email,if sent during normal business hours of the
recipient, and on the next business day if sent after normal business hours of the recipient. Notices shall be sent to the
addresses set forth in the Order Form,which addresses may be subsequently modified by written notice given in accordance
with these provisions.
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Trial Offering. If Placer provides Customer with additional Services or Placer Data during the Term and identifies such
Services or Placer Data as for evaluation or trial purposes only(a"Trial Offering"),access to the Trial Offering is permitted
only during the period designated by Placer (or if not designated, 30 days from receipt of access) ("Trial Subscription
Term"), unless the Trial Offering is earlier terminated as provided below. During the Trial Subscription Term, Customer
may only use the Trial Offering for internal evaluation purposes and may not otherwise use or distribute the Trial Offering
for any other purposes. Notwithstanding any provision included in this Order Form or the Agreement to the contrary, in
respect of the Trial Offering Customer acknowledges and agrees that: (i) either parry may terminate the Trial Subscription
Term immediately and without liability upon written notice to the other parry; (ii)any Trial Offering is provided"as is"; (iii)
Placer provides no warranty, service levels or indemnity for any Trial Offering and(iv)Placer's liability related to any Trial
Offering will not exceed USD $100. Notwithstanding the foregoing, the Services and Placer Data provided in this Order
Form is not considered a Trial Offering
Promotional Use. Customer grants Placer the right to use Customer's company name and company logo, for Placer's
promotional purposes,with Customer prior written consent.
{Signatures on Next Page)
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9. Authorization.
This Order Form is entered into by and between Customer and Placer effective as of the Effective Date. This Order Form
and use of the Services are governed by, and Customer and Placer agree to, the License Agreement located at
https-://www.)lacer.ai/ lacer-license-a(,reement/(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" "Placer"
By: By: T(Uwd%&"
Name: Name: Vernell Wisdom
Title: Title: Head of Contract Management
Date: December 29, 2025 Date:
12/15/2025
Countersigned: CITY OF CLEARWATER, FLORIDA
By:
Signed by:
DS
Jennifer Poirrier
City Manager
Approved as to form: Attest:
Signed by: Ed DocuSigned by:i ` L. �'X
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Owen Kohler Rosemarie Call
Lead Assistant City Attorney City Clerk
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