Placer.ai - 2024 Agreement1
PLACER LABS, INC.
ORDER FORM
City of Gilroy, CA (“Customer”)Placer Labs, Inc. (“Placer”)
Address:7351 Rosanna St
Gilroy, CA 95020
Address: 440 N Barranca Ave., #1277
Covina, CA 91723
Contact Person:Jimmy Forbis Contact Person William Houck
Email:Jimmy.forbis@cityofgilroy.org Billing Contact Person: Jason Tsui
Phone:408-846-0202 Billing Email*: billing@placer.ai
Billing Contact Email:Jimmy.forbis@cityofgilroy.org Billing Phone*:415-228-2444 ext 806
*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 limited to the 1 users which are part of Economic Development Team. User credentials, logins and
Placer Data may not be shared with others
Customer may not provide access to any third party agents acting on its 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
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 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: 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, and AGS CrimeRisk. The applicable Advanced
Demographics and Psychographics are generated using the Input Datasets from the data vendors as set forth
below:
Description Input Datasets Used
PopStats
Spending Patterns
Workplace
STI Demographics Bundle
Market Outlook
Experian Mosaic Mosaic Segmentation
AGS CrimeRisk CrimeRisk
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2. Permitted Uses
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
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 (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). 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.
3. 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 Term and any Additional Terms are referred to collectively as the
“Term.”
Additional Term: Following expiration of the Initial Term, this Order Form shall be automatically renewed for
additional periods of the same duration as the Initial Term, unless either party provides written notice of non-renewal
at least thirty (30) days prior to the expiration of the then-current term.
Termination: Either party may terminate this Order Form upon thirty (30) days’ notice if the other party materially
breaches any of the terms or conditions of this Order Form or the Agreement (as defined below), and the breach
remains uncured during such thirty (30) days. 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.
4. Fees.
$17,000/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. 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 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.
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.
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If Customer believes that Placer has billed Customer incorrectly, Customer must contact Placer no later than sixty
(60) 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.
Placer may increase the Fees any time following the Initial Term (but not more frequently than once in any twelve
(12) month period).The amount of such annual increase will equal the greater of CPI or five percent (5%) per annum.
In the event of any termination, Customer will pay in full for the Services.
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.
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.
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.
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7. Miscellaneous.
Notices. All notices under the Order Form and the Agreement will be in writing and will be deemed to have been
duly given (a) upon delivery by a recognized delivery service (e.g., FedEx) with delivery confirmation, (b) upon
receipt, if sent by U.S. certified or registered mail, return receipt requested, or (c) when sent via email, if sent during
normal business hours of the recipient, and on the next business day if sent after normal business hours of the
recipient. Notices shall be sent to the addresses set forth in the Order Form, which addresses may be subsequently
modified by written notice given in accordance with these provisions.
Trial Offering. If Placer provides Customer with additional Services or Placer Data during the Term and identifies
such Services or Placer Data as for evaluation or trial purposes only (a “Trial Offering”), access to the Trial Offering
is permitted only during the period designated by Placer (or if not designated, 30 days from receipt of access) (“Trial
Subscription Term”), unless the Trial Offering is earlier terminated as provided below. During the Trial
Subscription Term, Customer may only use the Trial Offering for internal evaluation purposes and may not otherwise
use or distribute the Trial Offering for any other purposes. Notwithstanding any provision included in this Order
Form or the Agreement to the contrary, in respect of the Trial Offering Customer acknowledges and agrees that: (i)
either party may terminate the Trial Subscription Term immediately and without liability upon written notice to the
other party; (ii) any Trial Offering is provided “as is”; (iii) Placer provides no warranty, service levels or indemnity
for any Trial Offering and (iv) Placer's liability related to any Trial Offering will not exceed USD $100.
Notwithstanding the foregoing, the Services and Placer Data provided in this Order Form is not considered a Trial
Offering.
Promotional Use. Customer grants Placer the right to use Customer’s company name and company logo, for Placer’s
promotional purposes.
This Order Form is entered into by and between Customer and Placer effective as of the 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”“Placer”
City of Gilroy, CA Placer Labs, Inc.
By: By:
Name: Name:
Title: Title:
Date: Date:
Deal Desk Team Lead
Brad Hoffeld
5/24/2024
City Administrator
5/24/2024
Jimmy Forbis