HomeMy WebLinkAbout24-193 - CityData - Data Analytics ToolCITYDATA.ai Confidential Information I Shared under NDA 24-193
Council Approval N/A
.) citydata.ai
Customer Agreement: Schedule C
PRICING (in USD per month)
CITYDATA intends to provide visitation counts and movement data insights to the City of
Tukwila ("Data Purchaser" or "Customer" or "Licensee"). This Schedule C to the Customer
Agreement presents the Customer with a pricing proposal and general terms. The main form of
the Customer Agreement can be found here CITYDATA Customer Agreement.
Scope:
• City of Tukwila, Washington, USA
• Population: 21,377 (city) and 2,267,616 (county)
• Data insights for unlimited custom -defined shapes
Outputs:
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Feature Set 1:
People Visits:
VISITS
• People count with daily, hourly monthly, multi-year trends, and
inferred dwell time for each defined zone or place of interest within
Scope across the entire city or county.
• High-resolution heat maps for each defined zone or place of interest
• Ability to draw and upload unlimited custom shapes or geofences
for analysis
• Compliant with local, regional, state, and federal privacy regulations
• Delivered monthly
Feature Set 2:
Nationwide Movement Patterns:
MOVEMENT
• Dispersion counts and percentage movement between the
defined zones or places of interest within Scope across the entire
city or county, and:
o Census block groups across the country.
o Counties across the country.
o Zip codes across the country.
• Compliant with local, regional, state, and federal privacy
regulations
• Delivered monthly
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CITYDATA.ai Confidential Information I Shared under NDA
Feature Set 3:
Visitor Demographics:
DEMOGRAPHICS
• Primary demographic attributes
o Age distribution
o Gender distribution
o Income range
o Race and Ethnicity distribution
o Employment level
o Occupation types
o Education level
o Household size and type
o Families with children
Additional demographic attributes available upon request
Compliant with local, regional, state, and federal privacy
regulations
• Delivered monthly.
Feature Set 4:
Movement Trips & Routes:
TRIPS & ROUTES
• Exact movement along the road network from the origin points to
each defined zone or place of interest within the Scope across the
entire country.
• Route trajectories with speed, distance, and travel mode
o Driving
o Walking
o Cycling.
• Compliant with local, regional, state, and federal privacy
regulations
• Delivered quarterly.
Feature Set 5:
CITYCOUNT Customer -branded Online Dashboard:
DASHBOARD
• Weekly visits chart
• Daily visits chart
• Hourly visits chart
• Weekday versus weekend visits chart
• Day -parted visits chart
• Dwell time chart
• Long-range multi-year time series chart
• Residents vs Out -of -city visitors
• Heat Maps with Google Street ViewTM
• Nationwide movement maps and tables
• Movement routes with mode distribution
• Demographic charts
• Places visited before and after
• Retail leakage and surplus
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CITYDATA.ai Confidential Information I Shared under NDA
Pricing:
• $1660 per month of data insights for defined scope and outputs
Total Cost:
For defined scope and outputs
$1660 x 12 = $19,920
• Search filters
$199 x 0 = $0
o Place -based filters
$0
o Category -based filters
$0
o Time -based filters
$0
• Open URL for public access (if requested)
• Customer branding, logo, and colors, palette
• User accounts (unlimited) and admin account
• Extensible to add more charts (if requested)
• Compliant with local, regional, state, and federal privacy
regulations
• Example dashboards
o CITYPARKS: Sonoma County, CA
o CITYPARKS: Citj of San Francisco, CA
o CITYPARKS: City of Minneapolis, MN
Feature Set 6:
CITYSURVEY People -Counting App on Mobile Phones:
COUNTING APP
• Spot counting for events, festivals, and quick surveys
• Accurately count pedestrians, bicycles, vehicles
• Automated counting and detection using Al image recognition
• Privacy regulation compliant, no facial recognition
• Easy to install from the major app stores on any mobile phone
• Counts provide ground truth for calibrating visitation models
• Compliant with local, regional, state, and federal privacy
regulations
Pricing:
• $1660 per month of data insights for defined scope and outputs
Total Cost:
For defined scope and outputs
$1660 x 12 = $19,920
Cost for 12 months of CITYCOUNT data insights from
January 1, 2025 to December 31, 2025
$199 x 0 = $0
Cost for 48 months of CITYCOUNT historical data insights from
January 1, 2021 to December 31, 2024
$0
Cost for quarterly CITYFLOW transport data insights
$0
Cost for CITYSURVEY mobile app for automated counting
$0
Cost for onboarding, training, and software setup
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CITYDATA.ai Confidential Information I Shared under NDA
$0
Cost for annual maintenance and support
-24% OFF
Special end -of -year discount
$15,200
Total contract value
Contract Term:
• Monthly subscription start date: January 1, 2025 and end date: December 31, 2025
Payment Terms:
• For annual payment:
o CITYDATA shall invoice Customer with a single annual invoice covering 12
months of data within a week of the Effective Date.
o Customer shall issue payment within 60 days (net 60) of receipt of the invoice
• For monthly payments:
o CITYDATA shall invoice Customer on the first calendar day of each month
o Customer shall issue payment within 30 days (net 30) of receipt of the invoice
• Customer may purchase additional historical months of data by requesting such data
and paying for it within 30 days of receipt of the historical data outputs.
Data Rights:
• Customer shall have:
o Data derivative rights with no restrictions for internal use by the Customer
o Data retention rights post -termination for internal use by the Customer
o For the sake of clarity, data resale rights are not included.
Data Attribution:
• Any internal or external use or display of the data insights or data derivatives
must include the "Powered by CITYDATA.ai" attribution.
Marketing Rights:
• CITYDATA reserves the right to publish a blog post, case study, and press wire related
to this agreement and the work performed as part of this agreement, without
revealing any confidential information about the Customer
• In fact, CITYDATA invites the Customer to participate and join in marketing activities to
promote and put the spotlight on the new and innovative ways by which Customer is
using big data + Al to make informed data -driven decisions.
Service and Support:
• CITYDATA will include 4 hours of free support every month, worth $400.
• CITYDATA will assign a dedicated customer success manager. Her name is Magdalena
Cortinas and her email address is magdalena@citydata.ai
• Additional hours of maintenance and support will be charged at CITYDATA's standard
professional services rate ranging from $100 per person -hour for mid-level data
engineers to $125 per person -hour for senior geospatial data scientists, senior UX
developers, and $150 per person -hour for domain experts.
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CITYDATA.ai Confidential Information I Shared under NDA
• CITYDATA will provide written estimates for review and approval before any work
that might incur additional fees beyond the standard monthly or annual fee. For
example, custom dashboards and custom geospatial UX development would be
undertaken as a professional services engagement.
[Signature page follows]
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CITYDATA.ai Confidential Information I Shared under NDA
[Signature page]
IN WITNESS WHEREOF, the Parties have accepted this quotation, proposal, and agreement
through their duly authorized representatives onl2/18/2024 1 11: 37 AM PST
(the "Effective Date").
CITYDATA
(the "Data Supplier")
wow
w--K4iM-1rA'1i
Name: Apurva Kumar
Title: Chief Executive Officer
Address for Notices:
548 Market Street,
San Francisco,
California 94104
Attention: Apurva Kumar
Telephone: +1650 2040028
Email: business@citydata.ai
CITY OF TUKWILA, WASHINGTON, USA
(the "Customer" or "Data Purchaser" or "Licensee")
EBy
DocuSigned by:
.
1353B75946D140A...
Name: Joel Bush
Title: CTO
Address for Notices:
6200 Southcenter Blvd
Tukwila, WA 98188
Attention: Joel Bush
Telephone: 206-433-1800
Emailjoel . bush@tukwilawa.gov
We value your business. Our sincere thanks for the opportunity.
Sincerely
Team CITYDATA
business�citydata.ai
Page: 6
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@J� citwdata,
Customer Agreement
v1.S CITYDATA
This Agreement (the "Customer Agreement" or "Agreement") is entered into as of the Effective
Date by and between the Vendor or Data Supplier and the Customer or Data Purchaser or
Licensee (and together with Data Supplier, the "Parties" and each a "Party"). In consideration of
the benefits and obligations exchanged in this Customer Agreement, the Parties agree as
follows:
1. Definitions
"Authorized Usage" means the selected use cases as defined in Schedule A for which the
Purchased Data and/or Derivative Works may be used by the Customer.
"Data" means the value or set of values that define the specific measurements relevant to this
Agreement.
"Data API" means the proprietary cloud -based application programming interfaces used to
access the Inferences in the cloud.
"Data Dashboard" is the proprietary map -based or chart -based dashboard used to access,
query, and filter the Inferences in the cloud.
"Data SDK" means the proprietary tool for collecting contextual and privacy -compliant data
from mobile apps, IoT devices, and sensor networks.
"Data Table" refers to the cloud -based database tables with access permissions to query and
filter the Inferences.
"Derivative Works" means reprocessed data, models trained based on Purchased Data,
aggregate models, data interpretations, and analyses produced by the Customer from the
Purchased Data, that (a) do not contain all or any substantial part of the original Purchased Data
in unaltered form or provided on a stand-alone basis, and (b) are not capable of being reverse
engineered, decompiled, disassembled or otherwise modified to obtain the original, unaltered
form of the Purchased Data.
"Inferences" means the processed data and proprietary inferences derived from Raw Data
through the use of the Data Supplier's machine intelligence and made available to the Customer
through the Platform.
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"Mobile Apps" means the Android and/or iOS mobile applications that fulfill a specific need or
use case for the Customer.
"Platform" means the proprietary methods for accessing the Purchased Data, including but not
limited to Mobile Apps, Data SDKs, Data APIs, Data Dashboards, Downloadable Data Files, and
direct access to Cloud -based Data Tables.
"Professional Services" means professional services performed by the Data Supplier for the
Customer, including without limitation, any consultation, nonstandard support services,
training, design, and/or non-recurring engineering services. Derivative Works produced by the
Data Supplier are categorized as Professional Services.
"Purchased Data" means the Inferences and/or the Raw Data that the Customer buys from the
Data Supplier, as defined in Schedule C.
"Raw Data" means CITYDATA's proprietary mobility data in original format with a standard
refresh frequency.
"SOW" means a statement of work document signed by both parties during the term that refers
to this Customer Agreement and specifies the Professional Services to be performed by the
Data Supplier with a predefined delivery schedule and fees due from Customer to Data Supplier.
"Territory" means the regions defined in Schedule C.
"Unit Area" means a city, a metropolitan area, a province, a district, a postal code, a
census -defined shape, or a custom -defined geofence shape with a total land area less than or
equal to [ 1 square kilometer].
"Work" means all Deliverables, materials, proprietary rights in patent, copyright, and/or trade
secret, work plans, and documentation resulting from the performance of the Professional
Services.
2. License Grant
2.1 V Data Supplier grants Customer a non-exclusive, non -transferable, non-sublicensable,
limited license ("Platform License") for the internal use of the Platform, subject to all terms,
conditions, requirements, restrictions, and limitations outlined in this Agreement.
2.1 V Data Supplier grants Customer a restricted, non-exclusive, non -transferable,
non-sublicensable, limited license ("Data License") to create Derivative Works from, and
otherwise use Purchased Data for the Authorized Usage as indicated in Schedule A. For clarity,
the Customer has no further right or license to resell or redistribute Purchased Data or
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Derivative Works. Use of Purchased Data or Derivative Works by Customer for any purpose,
other than the purpose stated in this Section, is strictly prohibited.
2.3 V This Platform License and this Data License are effective only within the Territory.
2.4 0 Data Supplier reserves all rights not expressly granted in this Agreement.
3. Purchased Data Fees
Customer shall pay a fee to Data Supplier for all Purchased Data, per the terms and conditions
stipulated in Schedule C of this Customer Agreement,
4. Rights, Obligations, Commitments, Limitations.
4.1. The Platform and Purchased Data are the proprietary property of the Data Supplier
and/or its suppliers.
4.2. Customer shall not itself, nor permit any of its customer, client, developer or contractual
third parties to (a) encumber, sublicense, sell, transfer or otherwise distribute the Platform or
Purchased Data or Derivative Works separately from the payment and fulfillment processes set
forth in this Agreement, (b) modify, translate, reverse engineer, decompile, disassemble, or
otherwise attempt to learn the design, structure, algorithms, ideas or source code of the
Platform or infringe on Data Supplier's intellectual property rights, (c) use or allow the
transmission, transfer, export, re-export or other transfer of any Raw Data, Purchased Data or
Derivative Works in violation of any export control or other laws, regulations, and directives of
the United States or any other relevant jurisdiction, (d) rent, lease, time-share or otherwise
provide direct access to the Platform, Purchased Data or Derivative Works, (e) permit any third
party to engage in any of the foregoing proscribed acts.
4.3. Customer agrees to bear and be liable for all costs and expenses initiated and incurred
by it in fulfilling its responsibilities pursuant to the provisions of this Agreement.
4.4. Customer acknowledges that during the term, Data Supplier may, in its sole discretion,
modify, update, or terminate any or all features and functions of the Platform or Purchased
Data by providing thirty (30) days prior written notice to Customer.
4.5. Data Supplier agrees to design, develop, own, and maintain the technology software
stack and the cloud services for the Platform.
4.6. Data Supplier's liability excludes any claims caused by Customer's modification of
Platform or Purchased Data if the liability is the direct result of the modifications made by
Customer. Data Supplier's liability is excluded as well in the event that Customer has used
Platform or Purchased Data in a manner that has been restricted or prohibited by Data Supplier
beforehand if the liability is a direct result of the unauthorized use.
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4.7. With explicit written consent, either party may inform other parties of the existence of
this Agreement for the purposes of managing sales opportunities and for supporting existing
customers in the Territory.
4.8. Unless Data Supplier explicitly requests otherwise, Customer agrees to identify and
attribute Data Supplier in connection with any and all Derivative Works and results published or
distributed based on Derivative Works, without exception. An acceptable template for
identification and attribution is provided in Schedule B.
S. Payment and Reporting Terms
5.1. Credit Card. Data Supplier has implemented a policy, that enables the Customer to maintain
credit card payment information securely on file with Data Supplier. In providing Data Supplier with
credit card information, the Customer permits Data Supplier to automatically, securely, and
immediately charge the credit card on file per the amounts and schedule specified in Section 5.
5.2. If Customer does not have a credit card on file, Data Supplier will deliver monthly
invoices to Customer each month at the email address set forth on the signature page to this
Customer Agreement, within five (S) calendar days after the end of each month. If the first or
last months of the term are partial months, the invoiced amounts for those months will be
prorated. The Customer agrees to promptly pay Data Supplier all undisputed amounts due
within thirty (30) days after the receipt of the monthly invoice provided by the Data Supplier,
per the electronic payment processes and bank details provided by Data Supplier.
5.3. Each party will be responsible, as required under applicable law, for identifying and
paying all taxes and other governmental fees and charges (and any penalties, interest, and other
additions thereto) that are imposed on that party upon or with respect to the transactions and
payments under this Customer Agreement.
6. Term and Termination
6.1. Term and Termination.
The initial term of this Customer Agreement and the Terms shall commence on the Effective
Date and shall continue for one (1) year. At the expiration of the initial term and any subsequent
renewal periods, the term will automatically renew for successive one (1) year periods, but
either Customer or Data Supplier may terminate for convenience at any time by providing
ninety (90) days written notice to the other Party. Either Party may terminate this Customer
Agreement and the Terms upon fifteen (15) days written notice if the other Party is in material
breach of either the Customer Agreement or the Terms and such material breach is not cured
within such period. If either Party: (a) becomes insolvent; (b) makes an assignment for the
benefit of creditors; (c) files or has filed against it a petition in bankruptcy or seeking
reorganization;(d) has a receiver appointed; and/or institutes any proceedings for the
liquidation or winding up; then the other Party may terminate this Customer Agreement and
the Terms immediately by written notice. Notice of termination can be sent by Customer to
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Data Supplier by sending an email and a letter to the Data Supplier's contact information found
on the signature page of this Customer Agreement. If Data Supplier terminates this Customer
Agreement, the Data Supplier will send notice to the Customer by sending an email and a letter
at the contact information provided by the Customer on the signature page of this Customer
Agreement.
In the event of any termination of this Customer Agreement or the Terms, whether by Customer
or Data Supplier, the following sections of the Customer Agreement shall survive and continue
in full force and effect: Section 4 (Rights, Obligations, Commitments, Limitations), Section 6
(Term and Termination and Limitation of Liability), Section 7 (Confidentiality), Section 8
(Representation and Warranties and Disclaimers), Section 9 (Indemnification), Section 14
(Non -solicitation), Section 15 (Dispute Resolution), Section 16 (Attorney Fees), and Section 17
(Waiver).
6.2. Duties Upon Termination.
Within fifteen (15) days after the termination of this Customer Agreement and the Terms, each
Party shall (a) return or destroy the original and all copies of any confidential information, in its
possession or control, including but not limited to all copies contained in all forms partial or
complete, in all types of media, computer memory, and storage devices, owned or controlled by
such Party, and (b) provide the other with a statement, signed by an authorized officer of such
Party, that the originals and all copies have been returned or destroyed. Upon termination, all
licenses granted by Data Supplier in this Customer Agreement or the Terms will cease. Upon
termination, each Party will remain obligated under this Customer Agreement and the Terms for
transactions that have already been completed and to those parts of the Customer Agreement
relating to ownership, confidentiality, warranties, indemnity, limitation of liability, payment
terms, governing law and venue, and obligations upon termination.
6.3. Limitation of Liability.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL,
INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OF ANY KIND AND NATURE
WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR LOST
GOODWILL AND WHETHER SUCH ACTION IS BASED IN CONTRACT, TORT (INCLUDING BUT NOT
LIMITED TO NEGLIGENCE) OR STRICT LIABILITY, REGARDLESS OF WHETHER SUCH PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER SUCH DAMAGES COULD
HAVE BEEN REASONABLY FORESEEN. THE TOTAL LIABILITY FOR EITHER PARTY UNDER THIS
CUSTOMER AGREEMENT AND THE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID IN
FEES TO Data Supplier UNDER THIS CUSTOMER AGREEMENT AND THE TERMS IN THE PAST
TWELVE (12) MONTHS.
7. Confidentiality
7.1. Each party ("Receiving Party") acknowledges that it shall have access to confidential
information disclosed by the other party ("Disclosing Party"), including, without limitation, the
terms of this Agreement; ideas, trade secrets, procedures, methods, systems, concepts,
program code, user interfaces, displays, file layouts, algorithms, inventions, know-how, data,
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v1.S CITYDATA
confidential information relating to end-users, and training and operational and all similar
information of the party, whether disclosed orally or in writing or by any other media
("Confidential Information"). The Receiving Party acknowledges that the Confidential
Information of the Disclosing Party contains valuable trade secrets and other proprietary
property or non-public information of the Disclosing Party and that any such Confidential
Information will remain the sole and exclusive property of the Disclosing Party.
7.2. Each party will use the Confidential Information provided hereunder only for purposes
directly related to the purpose for which it was provided and for exercise or enforcement of its
rights hereunder and will further restrict disclosure of Confidential Information solely to its
officers, employees, and consultants with a need to know and who have agreed to be bound by
the terms substantially the same as the terms of this Section 8. The Receiving Party will not
disclose such Confidential Information to any other parties, and will otherwise protect the
Confidential Information with no less restrictive measures than it uses to protect its own
confidential information and proprietary property of a similar nature, which measures shall be
in no event less than reasonable care.
7.3. Notwithstanding the foregoing, the Receiving Party shall not be in violation of this
Section with regard to a disclosure that was in response to a valid order by a court or other
governmental body or is otherwise required by law, provided that the Receiving Party provides
the Disclosing Party with prompt written notice of such disclosure requirement where
reasonably possible in order to permit the Disclosing Party to seek confidential treatment of
such Confidential Information or to limit the scope of the disclosure.
7.4. The obligations of confidentiality with respect to such Confidential Information deemed
a trade secret under applicable law continue until such information ceases to be a trade secret
under applicable law and with respect to all other Confidential Information continues for the
term of this Agreement and three (3) years thereafter.
8. Representation and Warranties
8.1. CUSTOMER REPRESENTATIONS. Customer represents that Customer has the authority to enter
into this Agreement, to carry out its obligations under this Agreement.
8.2. CUSTOMER WARRANTIES. Customer warrants that it will, in the performance of this
Agreement, comply with all applicable federal, state, and local laws.
8.3. DATA SUPPLIER REPRESENTATIONS. Data Supplier represents that: (i) Data Supplier has the
authority to enter into this Agreement, to grant the rights and licenses granted in this
Agreement to Customer, and to carry out its obligations under this Agreement; (ii) Data Supplier
and its suppliers have received all end-user rights and consents necessary to lawfully collect
such data; and (iii) Data Supplier complies with all applicable federal, state, and local laws.
8.4. Data Supplier WARRANTIES. Data Supplier warrants that: (i) Data Supplier will, in the
performance of this Agreement, comply with all applicable federal, state, and local laws; (ii)
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Data Supplier will receive all end-user rights and consents necessary to lawfully collect, store,
and share the Purchased Data with Customer for use by Customer; (iii) Purchased Data will
comply with all applicable laws, regulations, and binding terms and conditions; (iv) nothing
provided by Data Supplier will contain any personally identifying data; (v) Data Supplier will not
knowingly provide Purchased Data containing any personally identifying information of children,
as defined by, and pursuant to, the Children's Online Privacy Protection Act of 1998; (vi) If Data
Supplier provides Customer with any Purchased Data derived from a citizen of a European
Union member country, the Data Supplier will adhere to the framework and principles of the
EU -U.S. Privacy Shield and GDPR throughout the Term; and (vii) Data Supplier's performance of
its binding obligations and duties will not violate any agreement to which it is bound.
8.5. DISCLAIMER of WARRANTIES. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, EACH
PARTY HERETO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON -INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF
DEALING, PERFORMANCE, OR USAGE OF TRADE.
9. Indemnification
9.1. INDEMNIFICATION BY CUSTOMER. Customer shall indemnify, defend at its own cost and
expense, and hold Data Supplier and its parent, subsidiaries, and their respective officers,
directors, and employees harmless from and against any third party action, suit, demand,
judgment, settlement, loss, cost, expense (including reasonable attorneys' fees and expenses),
damage, liability, claim, or proceeding, whether fixed or contingent, and whether or not
adjudicated (each an "Action"), on the condition that: (i) Data Supplier is not in material breach
of any warranty under this Agreement; (ii) Data Supplier gives Customer sole control of the
defense and settlement of the Action, (iii) Data Supplier provides Customer with all reasonable
assistance, at the expense of Customer, (iv) the Action arises out of or relates to (a) Derivative
Works, (b) a breach or default of any of the Customers representations and warranties and its
confidentiality obligations set forth in this Agreement, (c) a violation by Customer of any
applicable governmental, administrative, or judicial law, rule, or regulation, or (d) any
advertisements or media reports that are created, served or targeted by Customer or Approved
Third Parties using Purchased Data or Derivative Works, or (e) Customer's fraud, gross
negligence or wilful misconduct.
9.2. INDEMNIFICATION BY DATA SUPPLIER. Data Supplier shall indemnify, defend at its own cost and
expense, and hold harmless Customer and its parent, affiliates, and their respective officers,
directors, shareholders, and employeesfrom and against any Action, on the condition that: (i)
Customer is not in material breach of any warranty under this Agreement, (ii) Customer gives
Data Supplier sole control of the defense and settlement of the Action, (iii) Customer provides
Data Supplier with all reasonable assistance, at the expense of Data Supplier, and (iv) the Action
arises out of or relates to (a) a breach or default of any Data Supplier representations and
warranties and its confidentiality obligations set forth in this Agreement, (b) a violation by Data
Supplier of any applicable governmental, administrative, or judicial law, rule, or regulation or (c)
Data Supplier's fraud, gross negligence or wilful misconduct.
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10. Professional Services
v1.S CITYDATA
10.1. Subject to the execution of a mutually agreed-upon SOW. Data Supplier agrees to
provide non-recurring engineering and support -related Professional Services, email and on-site
assistance, consultation, support, and training in accordance with the terms and conditions
outlined in this Section. Data Supplier shall provide the Professional Services in accordance with
any dates or delivery schedule that may be set forth in the applicable SOW. Any SOW shall (a) be
made in writing; (b) reference this Agreement, and (c) be executed by representatives of both
the Customer and Data Supplier.
10.2. Any changes to the scope of work documented in the SOW must be approved by Data
Supplier and may result in an increase in the fees charged. If any changes to the scope of the
project cause delay or work stoppage on the project, or alterations in schedule, then Data
Supplier shall be entitled to reasonably adjust staffing and fees accordingly to account for such
changes.
10.3. All Work specified in the SOW will be presented upon completion in a written form to
Customer for acceptance. If Customer does not provide acceptance or a specific written report
detailing specific non-conformance issues within seven (7) working days from delivery, then the
Work will be deemed accepted.
10.4. Data Supplier will retain the sole and exclusive right to control or direct the manner or
means by which the Professional Services are performed.
10.5. Except as otherwise agreed in writing by the parties, all licenses granted through this
Customer Agreement shall also apply to the Work.
10.6. Customer will make available on time at no charge to Data Supplier all technical data,
mobile applications, computer facilities, cloud infrastructure, programs, files, documentation,
data, user profiles, sample output, or other information and resources required in writing by
Data Supplier only for the performance of the Professional Services. Customer will be
responsible for and assumes the risk of any problems resulting from, the content, accuracy,
completeness, and consistency of all such data, materials, and information supplied by the
Customer.
10.7. Professional Services Fees. All Work will be billed and invoiced based on Data Supplier's
then -current rates, not to exceed $100 USD per person -hour. Such rates may be revised by Data
Supplier by giving a prior notice of 1S working days and shared with Customer through email
communication to the extent acknowledged by the Customer.
11. Technical Support
Data Supplier shall provide Customer with paid technical support comprising email support
regarding the operation and use of the Platform and Purchased Data through a Professional
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Services engagement. Data Supplier shall provide paid technical support only in US English and
only during Data Supplier's standard hours of operation between 9:00 AM through 5:00 PM US
Pacific Time, Monday through Friday (excluding holidays). Data Supplier's technical support
contact email address is support@citydata.ai, and the business support contact email address is
business@citydata.ai
12. Service Level Agreement
Data Supplier's service level agreement (SLA) includes 95% availability for the Platform and
Purchased Data. Data Supplier agrees to a response time of no more than two (2) business days
for issues reported by Customer through Data Supplier's technical support channel. Data
Supplier agrees to a resolution time of no more than five (5) business days for issues reported
by Customer, with the exception of issues that require additional research and analysis beyond
the stated SLA.
13. Usage Limits
The Customer agrees to abide by the Data Supplier's prevailing published limitations (such as
daily usage quotas that limit the number of queries that can be sent using the Platform and
Purchased Data) for the Deliverables. The Customer agrees not to use methods (such as using
multiple IP addresses) to get around these limitations. Data Supplier, in its sole discretion, may
at any time change the specifications of or change the usage thresholds or restrict or limit
access to the Deliverables. Data Supplier may suspend or throttle Deliverables to stay within
cloud capacity limitations. Data Purchased will not take steps to circumvent any technical
measures Data Supplier may put in place to implement throttling or suspension.
14. Non -Solicitation
During the term of this Agreement, and for a period of one (1) year immediately thereafter,
neither Party shall solicit any employee or independent contractor from the other Party, or
induce any employee or independent contractor associated with the other Party to terminate or
breach an employment, contractual or other relationship.
15. Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of
Washington without regard to its principles of conflicts of law.
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the
interpretation, breach, termination, or validity thereof, may be submitted by either Party to be
finally resolved by arbitration by written notice to the other Party. The final and binding
arbitration shall be administered by the International Center for Dispute Resolution of the
American Arbitration Association ("AAA") in accordance with the International Arbitration
Rules. The place of arbitration shall be Seattle, Washington. There shall be one (1) arbitrator
and the arbitration proceedings shall be conducted in English. The arbitration tribunal shall
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apply the arbitration rules of the AAA in effect at the time of the arbitration. The award of
the arbitration tribunal shall be final and binding upon the disputing Parties, and any Party to
the dispute may apply to a court of competent jurisdiction for enforcement of such award. Any
party to the dispute shall be entitled to seek temporary, preliminary, and/or permanent
injunctive relief, if available, from any court of competent jurisdiction pending the completion of
arbitration. Except as may be required by law, neither a Party nor the arbitrator may disclose
the existence, content, or results of any arbitration without the prior written consent of both
Parties, unless to protect or pursue a legal right.
Judgment upon the award rendered by the arbitrators may be entered by any court having
jurisdiction thereof. Nothing herein shall restrict or limit either Party's right to seek injunctive,
temporary, or other equitable relief from any court of competent jurisdiction.
16. Attorney Fees
If any legal action is taken to enforce the terms of this Agreement by any party, the prevailing
party shall be entitled to recover reasonable attorneys' fees and other costs and expenses
incurred in connection with that legal action.
17. Waiver
A Party's failure to exercise or enforce any right or provision of this Agreement will not
constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will
be effective only if made explicitly, in writing, and signed by the parties.
18. Relationship between Parties
This Agreement does not create any agency, partnership, joint venture, employee -employer, or
franchisor -franchisee relationship. This Agreement is solely between the Customer and Data
Supplier and is not for the benefit of any third party.
19. Entire Agreement
This Agreement constitutes the entire agreement between Customer and Data Supplier and
supersedes any prior agreement between Customer and Data Supplier on such subject matter.
The parties acknowledge that no reliance is placed on any representation made but not
expressly contained in these terms of the Agreement.
20. Severance
If any provision of this Agreement is found to be unenforceable or invalid, then only that
provision shall be modified to reflect the parties' intention or eliminated to the minimum extent
necessary so that this Agreement shall otherwise remain in full force and effect and
enforceable.
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21. Section Titles
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The section titles in this Agreement are for convenience only and have no legal or contractual
effect.
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Customer Agreement
Schedule A
AUTHORIZED USAGE
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Authorized Usage shall include the following selected use case applications for which Purchased
Data and/or Derivative Works may be used by the Customer:
Select All That Apply
Authorized Usage for Customer
Marketing or Advertising Activation: Defined as the use of
NO
Derivative Works for online campaigns, messaging, and data -driven
targeted marketing or advertising activities served to consumers
and businesses.
Analytics and Measurement Applications. Defined as the use of
Derivative Works in population counts, the creation of specific
YES
and/or general analysis insights, and measurement analytics.
Modeling Applications. Defined as the use of Derivative Works for
YES
population modeling, new cohort modeling, and expansion of
existing cohorts.
Scientific Research Applications. Defined as the use of Derivative
Works for the sole purpose of conducting scientific research and
YES
utilizing the research results for non-commercial and/or journalistic
purposes through online publications, web properties, academic
journals, working papers, reports, and presentations at trade
shows, conferences, and events.
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Schedule B
TEMPLATE for publishing identified and attributed Results
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Data Supplier recommends and approves Customer, its customers, its distributors, and its
affiliated news organizations to use the language below for publishing identified and attributed
Results.
"The anonymized mobility data intelligence, heat maps, visitation counts, and aggregated
movement patterns are provided by CITYDATA.ai"
OR
"The mobile application and Al cloud for task tracking, workforce management, and
productivity optimization is provided by CITYDATA.ai"
OR
"The ride -hailing and guest services application, with Al cloud for task tracking, workforce
management, fleet management, and productivity optimization are provided by CITYDATA.ai"
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Schedule C
Scope, Schedule, Pricing, and Payment Schedule
(included in an attached document)
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