25.12.11 MA Placer AI Contract
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CON-047175
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.
Town of Avon, Colorado (“”) Placer Labs Inc. (“”)
Address:
Avon, Colorado 81620 Covina, CA 91723
Contact Person Kyle Miller
Contact Person:
1.
The services provided under this Order Form (the “Services”) include:
Services Description Services Description Detail
All Fees in this Order Form are shown in US Dollar (USD)
2. Services Description.
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 Analysis
Access to the Void Analysis tool.
.
Advanced Market Report
Advanced Market Report is an advanced version of the market report in the Placer Platform.
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CON-047175
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.
.
3. Permitted Uses and Limitations.
Permitted Uses:
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-party artificial intelligence (“AI”)
technologies, models, software, platforms or tools including, without limitation, ChatGPT, Bard and similar AI
technologies. None of the Placer Data, or any part thereof, may be shared externally with any third-party AI technology
service providers unless the third-party AI service providers are contractually prohibited from: (i) using the Placer Data to
develop or improve the AI 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:
•
•
(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.
•
•
4. Term and Termination.
Term:
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CON-047175
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.
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: 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 twenty (20) days prior to the expiration of the then-current term.
Termination:
• Material Breach
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-
the Services.
• Fees: All Fees are non-refundable and in the event of any termination, Customer will pay in full for the Services.
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
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
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
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-
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.
Invoicing and Payment Terms:
Placer will invoice Customer as follows for the
Initial Term starting on the Effective Date: Fee promptly after the Effective Date and then annually
30
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CON-047175
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.
• 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 support@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.
Fee Increases:
•
•
•
(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-
•
pricing at least thirty (30) days prior to the applicable Additional Term. Any such increase in Annual Fees will
6. 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.
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
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
without any restriction
confidentiality obligations, by a third party, (d) was independently developed without use of any Proprietary Information of
the Disclosing Party, or (e) is r
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.
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CON-047175
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.
Funding Failure Termination Right.
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
Public Records Laws. Placer acknowledges that if Customer is subject to the applicable public records laws and regulations
for Colorado state ("Public Records Laws"), that all obligations imposed by this Agreement are subordinate to Customer’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:
“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 Colorado without regard to its conflict of
laws provisions.”
Notices.
(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.
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.
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.placer.ai/placer-license-agreement/ (the “”); provided, however, that in the event of any conflict
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capitalized terms herein have the same meaning as in the Agreement.
“Customer” “Placer”
.
Signature:\signature2\
Name: \fullname2\
Title: \title2\
Date: \date2\
Signature:\signature1\
Name: \fullname1\
Title: \title1\
Date: \date1\
Vernell Wisdom (Dec 11, 2025 15:16:13 CST)
Vernell Wisdom
Vernell Wisdom
Head of Contract Management
12/11/2025
Danita Dempsey (Dec 11, 2025 14:18:59 MST)
Danita Dempsey
Danita Dempsey
Chief Cultural Officer
12/11/2025
FINAL Placer AI Order Form-Town of Avon
Colorado-2025-12.11
Final Audit Report 2025-12-11
Created:2025-12-11
By:Danita Dempsey (ddempsey@avon.org)
Status:Signed
Transaction ID:CBJCHBCAABAAXBGnrcwgTgkQpmAz5dJ7vt9Nq9BryShv
"FINAL Placer AI Order Form-Town of Avon Colorado-2025-12.1
1" History
Document created by Danita Dempsey (ddempsey@avon.org)
2025-12-11 - 8:25:26 PM GMT
Document emailed to placersignature@placer.ai for signature
2025-12-11 - 8:27:25 PM GMT
Email viewed by placersignature@placer.ai
2025-12-11 - 8:43:07 PM GMT
Signer placersignature@placer.ai entered name at signing as Vernell Wisdom
2025-12-11 - 9:16:11 PM GMT
Document e-signed by Vernell Wisdom (placersignature@placer.ai)
Signature Date: 2025-12-11 - 9:16:13 PM GMT - Time Source: server
Document emailed to Danita Dempsey (ddempsey@avon.org) for signature
2025-12-11 - 9:16:15 PM GMT
Email viewed by Danita Dempsey (ddempsey@avon.org)
2025-12-11 - 9:18:08 PM GMT
Document e-signed by Danita Dempsey (ddempsey@avon.org)
Signature Date: 2025-12-11 - 9:18:59 PM GMT - Time Source: server
Agreement completed.
2025-12-11 - 9:18:59 PM GMT