HomeMy WebLinkAboutAgreements/Contracts - FairgroundsGRANT COUNTY
COMMISSIONERS AGENDA MEETING REQUEST FO . RM
(M.U.st, be submitted to the Clerk of the Board by 12 0 00p M - n Thu day)
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REQUESTING DEPARTMENT., Fali'gi'OUtICiS
REQUEST SUBMITTED BY:Jim McKiernan
CONTACT PERSON ATTENDING -ROUNDTABLE Jim
CONFIDENTIAL INFORMATION: E1,YES IANCS
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DATE: 11113/202.3
.PHONE:509-237-26712
OAppointment Reapp'
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DATE OF ACTION:
APPROVE DENIED
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P -W -d -)DEFERRED OR CONTINUED TO: t
ABSTAIN S,
R E C W ED
SOV I ti
2023
Grant County Fair and
Fairgrounds
Address:
Contact Person:
Email:
Phone:
Billing Contact Email:
1. Services.
("Customer")
Placer.al.
PLACER LABS, INC.
ORDER FORM
Placer Labs, Inc.
3953 Airway Dr NE Address:
Moses Lake, WA 98837
K23-279
("Placer")
440 N Barranca Ave., #1277
Covina, California 91723
Jim McKiernan Contact Person Mike Bruckenthal
jcmckieman@grantcountywa.gov Billing Contact Person: Melissa Anderson
509-764-6579 Billing Email* : billing@,pla_ i
jcmckieman@grantcountywa.gov Billing Phone*: 415-228-2444
*Not for use for official notices.
The services provided under this Order Form (the "Services") include:
• Chain Report Expanded which displays chain -level demographic and psychographic data.
• Access, via Placer Venue Analytics Platform ("Placer's Platform"), to all major venues within the United States
• Access, via Placer's Platform, to reports, including Visits, Trade Areas, Customer Journey,g Customer Insights,
Dwell Times, and Visitation by Hour/Day
• Customer acknowledges access is for fair use only in association the Rocky Mountain Association of Fairs and
use of services is limited to the Grant County Fair and ONLY for the purposes of this Grant County Fair's interest.
User credentials, logins and Placer Data may not be shared with others outside of this specificrou .
• Actionable insights include:
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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: Quarterly Maximum of 15
credits; Annual Maximum of 60 credits
• 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
Po Stats
STI Demographics Bundle
Spending Patterns
Workplace
Market Outlook
Mosaic Segmentation
Experian Mosaic
AGS CrimeRisk
CrimeRisk
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
subject to the restrictions below. and
"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 info
p information (for such purpose only,
Placer grants Customer the rights to use the Placer.ai name and logo, provided that an such use of the Placer.ai name
ame
and logo must clearly indicate that Placer is the provider of data only, and is not involved in an analysis, conclusion,
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recommendation). Customer shall not, directly or indirectly, resell, distribute, sublicense, display or otherwise
provide Placer Data to any third parties, except that Customer p y
p p 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 automaticallyrenewed for
additional periods of the same duration as the Initial Term unless either
party provides written notice of non -renewal
at least thirty (3 0) 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 art material)
breaches any of the terms or conditions of this Order Form or the party Y
. 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 b Customer of an
restrictions regarding usage of the Services.
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4. Fees.
$7,000/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.
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. Placer will invoice Customer for the full amount of such applicable taxescurrent) not
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in contract pricing) and remit such taxes to the relevant taxing authority.
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
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an adjustment or credit. Inquiries should be directed to Placer's customer support department at supportgplacer.ai.
CON -022958 1)
Placer may increase the Fees any time following this Additional 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 sixty (60) 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
pricing limitation, non-public information regarding features, functionalities and performance of, and ricin g for the
Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Propriety 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 thep ossession 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,
ations
y a third party, (d) was independently developed without use of any Proprietary Information of the DisclosingPart
(e) is required to be disclosed by law, provided that the Receiving Part y�
p g y provides the Disclosing Party with prompt
written notice of such requirement, and provided that where such disclosure is compelled by Washington ton State
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Public Records Act, RCW 42.56 such notice will be provided to the Disclosing Party unless such notice isp rohibited
by law or (f) with respect to Customer, fees paid under this Order Form that must be disclosed inp ublic documents.
The parties understand that all the material provided or produced under this Order Form and the may Agreement be
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subject to the Washington State Public record Act, RCW 42.56, and may be required by law to be produced in
compliance with the act.
These provisions regarding Proprietary Information shall apply in perpetuity and shall survive any termination of the
Order Form or the Agreement.
CON -022958
7. Miscellaneous.
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
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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.
Customer grants Placer the right to use Customer's company name and company logo, for Placer'sp romotional
purposes.
This Order Form is entered into by and between Customer and Placer effective as of the date of the last signature below. This
his
Order Form and use of the Services are governed by, and Customer and Placer agree to, the License Agreement attached
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under Exhibit A (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"
Grant County Fair and Fairgrounds
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Name:
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Title:
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Date:
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CON -022958 4
"Placer"
Placer Labs, Inc.
By: 40 "M Goptn
Name: Adam Gopin
Tine: Senior Legal Counsel
Date: 12/6/2023
EXHBIT A
LICENSE AGREEMENT
This License Agreement (this "Agreement") is entered into by and between Placer Labs, Inc., a Delaware corporation
("Placer"), and the customer ("Customer") listed on the order form (the "Order Form") entered into by and between
Placer and Customer, effective as of the last signature date set forth on the Order Form (the "Effective Date"). Unless
otherwise defined in this Agreement, capitalized terms herein have the same meaning as in the Order Form.
1. LICENSE
Subject to the terms of this Agreement and the Order Form (including, without limitation, thea ment of fees b
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Customer), Placer hereby grants to Customer a limited, non-exclusive, non -transferable, non-sublicensable license to access
and use the Services (as set forth in the Order Form) solely for the Permitted Uses (as set forth in the Order Form).
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not, directly or indirectly, or allow any third party to (a) reverse engineer, decomp ile, 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•() attempt t 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 Permitted Use in the Order Form d
share Placer Data with, or disclose Placer Data to, or use Placer Data for the benefit of, a third�Y a (except t to the extent
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expressly set forth as Permitted Use in the Order Form), (e) remove any proprietary notices or labels, circumvent any
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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, (h) use the Services or Placer Data in connection
with any products, services, or activities that compete with Placer, or (i) attempt to build a user profile for ag iven 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. Customer 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 Customer
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, Customer 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 establishingeligibility
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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.
2.2 Customer represents, covenants, and warrants that Customer will use the Services and Placer Data and only in
compliance with applicable laws and regulations. Furthermore, Customer will ensure all access to Placerg in ( )
"lo" shall
be done using email addresses of Customer's email domain, and never any personal email addresses. Although Placer has
no obligation to monitor Customer's access to and use of the Services or Placer Data Placer may do so and may prohibit
any access or use it believes may be (or alleged to be) in violation of the foregoing.
2.3 Customer 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"). Customer shall also be
responsible for maintaining the security of the Access Equipment, Customer account, passwords (including but not limited
CON -022958
to administrative and user passwords) and files, and for all uses of Customer account or the Access Equipment with or
without Customer's knowledge or consent.
2.4 Customer shall maintain information security measures to safeguard Customer's Access Equipment and Placer Data
in Customer'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 Customer utilizes to safeguard
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its own sensitive data, which shall be no less than industry standard security measures in any event.
2.5 Customer shall maintain accurate and complete records relating to its use of Placer Data duringthe Term and for
a
period of one (1) year thereafter. Placer or its designee(s) may, at any time upon not less than ten(10) business y
s' notice
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to Customer, examine such records of Customer (and its affiliates and contractors, if any are permitted to use Placer Data)
related to Customer's and an such parties' use of Placer " „
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affiliates and contractors to cooperate fully, with any such Audit(s) and will provide all records, data documentation
and
other information reasonably requested by Placer. The Audit(s) will be conducted during normal business hours and at
Placer's expense; provided however if such Audit reveals misuse of Placer Data by Customer, then Customer will bear
the
cost of such Audit, without limiting any other rights or remedies that Placer may have with respect to an such misuse of
Placer Data.
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3. PROPRIETARY RIGHTS
3.1 Placer 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 roe
g () property rty rights related to any of the
foregoing. No licenses are granted by estoppel or by implication.
3.2 Customer may provide feedback to Placer 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). Place
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may use any such feedback to improve the Services or for other purposes, without any obligation to Customer.
3.3 In the course of using the Services, Customer may upload data (e.g., Customer's customer data) to the
Services. Such uploaded data is referred to herein as "Customer Data". Customer hereby grants Placer a nonexclusive
worldwide, reproduce, perpetual, irrevocable, sublicensable and transferable right to use, modify,p roduce distribute
,
prepare derivative works of, display and perform Customer Data (including all related intellectualroe rights)
aggregated and de -identified format "Anon �� pp � g ) in an
("Anonymized Customer Data) in connection with the Services. Customer also
hereby grants each user of the Services a non-exclusive license to access Anonymized Customer Data through the Services s,
and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such Anonymized Customer
Data as permitted through the functionality of the Services. For clarity, the foregoing license grant to Placer and users of
the Services does not affect Customer's ownership of Customer Data. Placer reserves the an Custom right to remove
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Data and/or Anonymized Customer Data from the Services at any time for any reason. Customer, not Placer, remains solely
responsible for all Customer Data that Customer uploads, posts, emails, transmits, or otherwise disseminates using, or in
connection with, the Services, necessary and Customer represents and warrants that Customer possesses all rig rY rights to provide
such Customer Data to Placer and to grant the rights to use such Customer Data as provided herein.
4. WARRANTY AND DISCLAIMER
4.1 Placer 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
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maintenance, either by Placer or by third -party providers, or because of other causes beyond Placer's reasonable control
but Placer shall use reasonable efforts to provide advance notice, by posting in the Services, email, or otherwise of an
scheduled service disruption. PLACER DOES NOT WARRANT THAT ACCESS Y
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.
CON -022958 6
4.2 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").
4.3 Placer 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 SECTION 4, THE SERVICES AND PLACER DATA ARE PROVIDED "AS IS" AND PLACER
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT. PLACER
DATA ARE COMPILED BASED ON PROPRIETARY ALGORITHMS, AND PLACER DOES NOT WARRANT THAT
ALL DATA SHALL BE COMPLETE AND ACCURATE. FURTHER, PLACER MAKES NO WARRANTY AS TO
THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR PLACER DATA. Without limiting
the foregoing disclaimer, Customer acknowledges and agrees that Placer Data consist of
g and represent the result of statistical
inferences. Placer is not a backup service, and Customer is solely responsible for creating any backups of data provided b
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Placer. Placer is not responsible for decisions made by Customer based on Placer Data.
5. INDEMNITY
5.1 Placer shall defend, indemnify and hold Customer harmless from liability to third parties resultingfrom
infringement by Placer's provision of Placer Data of an United States patent or
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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,p rocesses data or
materials where the alleged infringement relates to such combination, (iii) where Customer continues allegedlyinfringing
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activity after being notified thereof or after being informed of alternatives that would have avoided the alleged infringement,
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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,
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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.
5.2 Customer shall defend, indemnify and hold Placer harmless from liability to third parties, including any claims of
government agencies or regulators, resulting from or arising out of either (a) the provision of any data by Customer not in
compliance with applicable law, or (b) the use by or on behalf of Customer of any Placer Data not in compliance with
applicable laws and regulations.
5.3 The obligations of either party to provide indemnification hereunder is subject to the party seeking indemnification
(a) providing the indemnifying party with prompt written notice of any claim, (b) providing the indemnifying in art with
party
sole control over the defense and settlement of the applicable claim and (c) reasonably cooperating with the indemnifying
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party in defending such claim. Subject to the foregoing, the indemnified party may be represented in any p g proceeding by
counsel of its own choosing at its own expense.
6. LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL
UNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS)
ARISING OUT OF OR IN CONNECTION WITH THE ORDER FORM, 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 THE ORDER FORM THIS
AGREEMENT, THE SERVICES OR PLACER DATA OR FROM ALL CAUSES OF ACTION AND ALL THEORIES
CON -022958 7
OF LIABILITY WILL NOT EXCEED THE FEES PAID TO PLACER UNDER THE ORDER FORM DURING THE
PREVIOUS TWELVE (12) MONTHS PRECEDING ANY CLAIM GIVING RISE TO ANY LIABILITY
HEREUNDER. NOTWITHSTANDING ANY OTHER PROVISIONS, THE FOREGOING LIMITATIONS WILL NOT
APPLY TO BREACH OF CONFIDENTIALITY OBLIGATIONS OR BREACH OF LICENSING RESTRICTIONS.
7. EXPORT CONTROL
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.
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8. MISCELLANEOUS
This Agreement includes and incorporates Placer's privacy policy located under Exhibit B (the "Privacy Policy").
The Order Form, the Privacy Policy, and all other referenced documents, if any, are integral parts of this Agreement. If any
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provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the
minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This
Agreement is not assignable, transferable or sublicensable by Customer except with Placer's prior written consent. Placer
may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the
complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written
and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all
waivers and modifications must be in a writing signed by both parties, except as otherwise provided. No agency,artnershi
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joint venture, or employment is created as a result of this Agreement and Customer does not have any authority any kind
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to bind Placer in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, therevailin
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party will be entitled to recover costs and attorneys' fees. This Agreement shall be governed by the laws of the State of
Washington without regard to its conflict of laws provisions. Any litigation arising out of or in connection with this Contract
shall be conducted in Grant County, Washington. This Agreement shall have the same Term as, and shall terminate or expire
concurrently with, the Order Form. The following will survive any termination of this Agreement and Order Form: Sections
2.1, 2.4, 2.5, 3.1, 3.2, 4 through 8 of this Agreement.
CON -022958 8
EXHIBIT B
PRIVACY POLICY
(Users of Platform Services)
Last updated: December 15, 2020
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"), it
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).
This Privacy Policy (Users of Platform Services) (this "Privacy Policy") is incorporated into and is subject to our Terms of
Use at https://placer.ai/terms-of-service (the "Terms of Use"). 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.
We have a separate privacy policy relating to individuals who use mobile apps developed and operated by third parties that
have integrated our software development kit (the "SDK"), from which Placer receives or collects certain information and
data (such individuals are referred to herein as "Consumers"). If you are a Consumer, please refer to that privacy policy at
htti)s://www.-Placer.ai/?Dasie id=7412.
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 scrubbed of any personally identifiable information top rotect
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
3.1 From Placer Customers
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, including your name,Y our
company name, email address, mailing address, billing and payment information, your preferences, and your customer data,
among other things. You may provide us with information in various ways on the Platform Services, such as whenY ou
register for an account, pay for the Platform Services, send us customer service questions or support requests, or whenY ou
upload your customer data. (Additional terms and conditions governing your upload of customer data, if applicable, are set
forth in the Terms of Use.)
CON -022958 A
() When you use the Platform Services, we may also automatically collect other information aboutY ou, 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
"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 used or intended to be used to identify a particular
individual. We strive to only collect PII if you voluntarily provide it to us or the applicable Placer Customers bYyour
consent, such as information you provide when completing a registration form, information you publicly share over social
media, and other information you make available based on your privacy settings on third party apps and services and by
your consents.
4. HOW WE USE THE INFORMATION WE COLLECT
First of all, we do not share PII with any third parties, unless explicitly permitted in this Privacy Policy or with your
consent. 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 serviceur oses
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and to send other business communications to you, such as updates about our Platform Services.
5. INFORMATION SHARING
We may also share or disclose information (including PII) 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,
p9
information about you as part of providing those services for us. Generally, we limit the informationp rovided to
these 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 theg ood-faith
belief that such action is necessary to comply with laws, in response to a court order, judicial or otherg overnment
subpoena or warrant, or to otherwise cooperate with law enforcement or other governmental agencies.
To Protect Our Le al Rights. We also reserve the right to disclose information about you that we believe, ing ood
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 artv claims
CON -022958 10
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.
6. YOUR CHOICES
You may, of course, decline to share certain information with us, in which case we may not be able to
rovide to you some
p
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,
g
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 sendingrequest to us
Your
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
Y 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 toopt out of
the disclosure of PII about them to third parties for such third parties' direct marketing purposes. Ourolic is not to
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disclose PII collected online to any third party for direct marketing purposes without your approval. Ifou choose too opt -
out p
out at any time after granting approval, please email privacy@placer.ai.
7. THIRD PARTY SERVICES
The Platform Services may be integrated with, or contain features or links to, mobile apps and servicesY
rovided b third
p
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 security and securi 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 Y
destroyed b breach of
Y
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.
CON -022958 11
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 with laws governing data collection and use t p
. g g 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 PrivacyPolicy. y. I f
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 periodical) to stay aware of an
Y Y Y
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 Y Polic has become
effective indicates that you have read, understood and agreed to the latest version of this Privacy Policy.
.
13. DISPUTE RESOLUTION
This Privacy Policy shall be governed by the laws of the State of California without regard to conflict of laws
provisions. Any dispute, claim or controversy arising out of or relating to this Privacy Policy shall be subject to the dispute
resolution provisions in our Terms of Use.
p
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 Privac lacer.ai or physical
mail to:
Y@p Y p Y
Placer Labs, Inc.
440 N Barranca Ave., #1277
Covina, CA 91723
USA
APPENDIX A
ADDITIONAL NOTICE — EUROPEAN ECONOMIC AREA
Your Ri hits
CON -022958 12
We respect your privacy rights and provide you with reasonable access and rights to the Personal Data, as this term is
referred to for individuals located in the European Economic Area (EEA), pursuant to the European Directives 95/46/EC
and 2002/58/EC (EU General Data Protection Regulations Legislation, also known as GDPR), thatma ou have provided
Y Y
through your use of the Platform Services. If you live in one of those countries, and wish to access amend delete or
transfer any Personal Data we hold about you, you may contact us as set forth in the "How to Contact Us" section in the
Privacy Policy.
You may update, correct, or delete your Personal Data and preferences at any time by request to us. Please note that while
any changes you make will be reflected in active user databases instantly or within a reasonableeriod of time we may
y
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 g
g to do so.
You may decline to share certain Personal Data with us, in which case we may not be able to provide toY ou some of the
features and functionality of the Platform Services.
At any time, you may object to the processing of your Personal Data, on legitimate grounds, except if otherwise permitted
by applicable law. If you believe your right to privacy granted by applicable data protection laws has been p
infringed upon,
g
please contact us as set forth in the "How to Contact Us" section in the Privacy Policy. You also have a right to lodge a
complaint with data protection authorities.
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Legal Basis for Processing Personal Data; Retention
Placer will only collect and process Personal Data when we have lawful bases for doing so. These lawful bases include
when you provide consent, when we have a contractual obligation to collect or process your Personal Data and when we
have a legitimate interest in processing your Personal Data.
When we collect Personal Data, we keep it for as long as we need it for the purpose for which it is being processed. For
example, we will retain your email information for as long as the Platform Services are active or as needed top rovide the
Platform Services to you. After that, we will keep the Personal Data for a period which enables us to handle or respond to
any complaints, queries or concerns relating to your use of our services. We retain the identifiable data we collect directly
for targeting purposes for as little time as possible, after which we employ measures to permanentlydelete or anon mize or
y
de -identify the data. We will periodically review the Personal Data we hold and delete it securely when there is no longer
a legal, business, or consumer need for it to be retained.
Transfers
Where we transfer your Personal Data outside the EEA, we rely on approved standard EEA Model Clauses so these transfers
.are conducted in accordance with applicable laws and using adequate and appropriate safeguards.
APPENDIX B
SUPPLEMENTAL NOTICE FOR CALIFORNIA RESIDENTS
Introduction; "Personal Information" under the CCPA
This Appendix B supplements the information contained in our Privacy Policy above and applies solely to those of you who
reside in the State of California. We adopt this supplemental notice to comply with the California Consumer Privacy Act
of 2018 (the "CCPR"). Any terms defined in the CCPA have the same meaning when used in this Appendix B unless
otherwise noted.
CON -022958 13
Under the CCPA, "personal information" is information that identifies, relates to, describes, or is capable of being associated
with a particular consumer or household. Personal information does not include:
• Publicly available information;
• Deidentified or aggregated consumer information; or
• Information excluded from the CCPA's scope, such as:
• health or medical information covered by the Health Insurance Portability and Accountability Act of 1996
and the California Confidentiality of Medical Information Act or clinical trial data; or
• personal information covered by certain sector -specific privacy laws, including the Fair Credit Reporting
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Act, the Gramm -Leach -Bliley Act or California Financial Information Privacy Act, and the Driver's
Privacy Protection Act of 1994.
Information We Collect
The table below sets forth the categories of personal information that we have collected within the last twelve (12) months:
Collected from
Placer Customers
Category
Examples
(As "Placer
Customers" is
defined in our
Privacy Policy)
---—
A real name, alias, postal address, unique personal identifier,
A. Identifiers.
online identifier, Internet Protocol address, email address, account
name, Social Security number, driver's license number, passport
Yes
number, or other similar identifiers.
A name, signature, Social Security number, physical
B. Personal information
characteristics or description, address, telephone number, passport
categories listed in the California
number, driver's license or state identification card number,
Customer Records statute
insurance policy number, education, employment, employment
Yes
(Cal. Civ. Code § 1798.80(e)).
(
history, bank account number, credit card number, debit card
number, or any other financial information, medical information,
or health insurance information.
Age (40 years or older), race, color, ancestry, national origin,
C. Protected classification
citizenship, religion or creed, marital status, medical condition,
characteristics under California
physical or mental disability, sex (including gender, gender
or federal law.
identity, gender expression, pregnancy or childbirth and related
No
medical conditions), sexual orientation, veteran or military status,
genetic information (including familial genetic information).
Records of personal property, products or services purchased,
D. Commercial information.
obtained, or considered, or other purchasing or consuming
No
histories or tendencies.
Genetic, physiological, behavioral, and biological characteristics,
or activity patterns used to extract a template or other identifier or
E. Biometric information.
identifying information, such as, fingerprints, faceprints, and
No
voiceprints, iris or retina scans, keystroke, gait, or other physical
patterns, and sleep, health, or exercise data.
Browsing history, search history, information on a consumer's
F. Internet or similar network
activity.
interaction with a website, application, or advertisement.
Physical location or movements. j
14
Yes
G. Geolocation data.
No
CON -022958
H. Sensory data.
Audio, electronic, visual, thermal, olfactory, or similar
information.
No
Current or pastjob history or performance evaluations.
I. Professional or employment -
related information.
No
Education records directly related to a student maintained by an
educational institution or party acting on its behalf, such as
grades, transcripts, class lists, student schedules, student
identification codes, student financial information, or student
disciplinary records.
Profile reflecting a person's preferences, characteristics,
s cholo ical trends, predispositions, behavior, attitudes,
p y g nds, predispositi
inabilities,
telligence, and aptitudes.
J. Non-public education
information (as defined in the
Family Educational Rights and
Privacy Act (20 U.S.C. Section
1232g, 34 C.F.R. Part 99).
No
K. Inferences drawn fromother
personal information.
No
Catporci ipc of Cnvirniao Frnm ZATI,;r.l-.
D,,,.n,.,,,,1 T_ -P____ -j-! ___ -_ r -i _ ii
w -,moi I� -+ w.1 -2%J % JL vvL3 JUL Vlll YY 111V11 1 Vl Sullal MIU1111aL1U11 lN k_.Oil 'ctecL
We obtain the personal information of Placer Customers listed above from the following categories ories of sources:
• directly from you (as described in Section 3.1(a) of the Privacy Policy, such as, without limitation, whenou register
for an account); and
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• automatically when you interact with our Platform Services (as described in Section 3.1(b), such as, without
limitation, as enabled by cookies, pixels, or other tools).
Business or Commercial Purpose Which Personal Information Will Be Used
First of all, we do not share personal information with any third parties, unless explicitly permitted in our Privacy y Polic or
with your consent.
As described in more details in Section 4 of our Privacy Policy:
• We use the information collected for our business, including, without limitation, to operate, maintain, enhance and
provide the features of the Platform Services.
• 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.
Sharing of Personal Information
As described in more details in Section 5 of our Privacy Policy, we may share personal information with third -party service
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providers, to comply with laws, to protect our legal rights, and in corporate reorganizations. When appropriate, ro riate we enter
into contracts with third parties that describe the purpose of the disclosure and requires the recipient to keep that personal
information confidential.
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No Sale of Personal Information
We do not sell personal information to third parties. As used here, to "sell" means to disclose personal information to third
parties for monetary or other valuable consideration, but does not include, for example, the transfer ofp ersonal information
as an asset that is part of a merger or other disposition of all or any portion of our business.
Rights under the CCPA
Access to Specific Information; Deletion
If you are a California resident, you have the right to:
• Request that we disclose to you the following information covering the 12 months preceding your request:
collected about you;
• the categories of personal information that we have col q
• the categories of sources from which the personal information was collected;
• the business or commercial purpose for collecting personal information about you;
• the categories of third parties to whom we disclosed personal information aboutou the categories y � g of
personal information that was disclosed, and the purpose for disclosing the personal information abouty ou
(if we have made any such disclosures); and
• the specific pieces of personal information we collected about you; and
• Request that we delete personal information we collected from you, unless the CCPA recognizes an exception.
Exercising Your Rights
To request access to your personal information or request deletion, please submit a verifiable request through one of the
following methods:
q g
• Email: privacy@placer.ai; or
CON -022958 15
• Toll-free number: +1 (888) 383 3424
Only you or a person authorized to act on your behalf may make a consumer request related to your personal information.
You may only request a copy of your data twice within any 12 -month period. The request must:
• Provide sufficient information to allow us to reasonably verify you are the person about whom we collectedp ersonal
information or an authorized representative; and
• Describe your request with sufficient details to allow us to properly understand, evaluate, and respond to it.
We cannot respond to your request or provide you with personal information if we cannot verify your identityauthority
or
to make the request and confirm the personal information relates to you. We will only use personal informationp rovided
in a verifiable consumer request to verify the requestor's identity or authority to make the request.
Response Timing and Format
Our goal is to respond to a verifiable request within 45 days of its receipt. If we require more time, we will informY ou of
the reason and extension period in writing. Any disclosures we provide will cover only the 12-montheriod preceding the
p p g
request. If applicable, the response we provide will also explain the reasons we cannot comply with the request. We will
provide your personal information in a format that is readily useable and should allow you to transmit the information
without hindrance.
We will not charge a fee to process or respond to your request unless it is excessive or repetitive. If we determine that the
request warrants a fee, we will provide you with the basis for that decision and a cost estimate before completing your
request.
Non -Discrimination
We will not discriminate against you for exercising any of your rights under the COPA. Unless permitted by the CCPA we
will not, because of your exercise of such rights: '
• Deny you goods or services;
• Charge you different prices or rates for goods or services, including through granting discounts or other benefits or
imposing penalties;
• Provide you a different level or quality of goods or services; or
• Suggest that you may receive a different price or rate for goods or services or a different level oruali of goods
or services.
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Changes to Our Privacy Notice
We reserve the right to amend this privacy notice at our discretion and at any time. When we make changes to thisrivacY
notice, we will notify you by email or through a notice on our website.
p
Contact Information
If you have any questions or comments about this notice, the ways in which we collect and use yourersonal information,
,
your choices and rights regarding such use, or wish to exercise your rights under California law, please contact us at:
• Email: privacy@placer.ai; or
• Toll-free number: +1 (888) 383 3424
• Mailing address: Placer Labs, Inc., 444 N Barranca Ave., #1277, Covina, CA 91723, USA
CON -022958 16
APPROVED AND ADOPTED this 4 day of December, 2023.
BOARD OF COUNTY COMMISSIONERS
GRANT COUNTY, WASHINGTON
A. JB
EST:
a J. Vasq e
of the Boar
Deputy Prosecuting Attorney
Grant County Prosecutor's Office
WSBA # 53946
BOCC Signature Page
Placer Al Order Form, with attached Exhibit A and Exhibit B
FINANCIAL REQUEST
Requestor Jim McKlernan
Requestor's Department Fairgrounds
Date 11/13/2023
Fund # & Dept of Request 9702 Advertising, 207-4
Capital Asset Approval
Budget Extension
Establish/Close Fund
Cash Transfer
Description/Notes., Purchase of software to track event demographics and attendees for all fairgrounds events. To come out of 2024 ---advertising
expense, 9702. Note the order has a 60 -day pay window. This is not a budget extension request as I will cover it out of my 2024 budget
CAPITAL ASSET PURCHASE APPROVAL
BUDGET REQUIREMENT
Asset Description
Additional Expense
Total Purchase Expense
Additional Revenue
Less: Existing Approval
Additional Cash Requirement
Additional Approval Required
Additional Funding Source
Capital Facility Related
Grant Funded
Documentation
BUDGET EXTENSION REQUEST
Fund Name Revenue code/s,
Account Description Amount
Fund Name Expense code/s
Account Description Amount
Fairgrounds Advertising 9702
Fairgrounds Advertising 7j000
7,000
CASH TRANSFER REQUEST
Fund Name (From) Code
Account Description Amount (From)
Fund Name (To) Code
Account Description Amount (To)
COMPLETED BY ACCOUNTING (for Budget Extension Request & Cash Tra nfer)
FUND CASH SUMMARY
Notes:
Beginning Cash
Expense Bdgt (w/amendnients)
Expense Ext. Requestdd
Budget Hearing:
Revenue Bdgt (W/amendments)
Resolution Required;
Revenue Ext. Requested (excl 308)
Estimated Ending Cash
Reviewed By,
BOARD OF COUNTY COMMISSIONERS
Grant County, Washington
RESOLUTION AUTHORIZING A SOLE
SOURCE PURCHASE FROM PLACER
LABS, INC., TO PURCHASE
SOFTWARE FOR THE PURPOSE OF
TRACKING ALL FAIRGROUND
EVENT DEMOGRAPHICS
V
RESOLUTION No. 23- -CC
WHEREAS, R.C.W. 39.04.280 provides for the exemption from the competitive bidding
requirements; and,
WHEREAS, competitive bidding requirements may be waived by the governing body of
the municipality for purchases that are clearly and legitimately limited to a single source supply
pp y
and purchases involving special facilities and market conditions; and,
WHEREAS, it has come to the attention of the Board that a request for sole source
purchase of software from Placer Labs Inc., for the purpose of tracking all Grant County
Fairground event demographics; and,
WHEREAS, Placer Inc., possesses the unique and singularly available capability to meet
the requirements of the Grant County Fairground.
NOW, THEREFORE, BE IT HEREBY RESOLVED by the Board of Grant County
Commissioners that the bidding requirements be, and hereby are, waived pursuant to R.C.W.
39.04.280 and that Placer Inc., be, and hereby is, authorized as the sole source vendor for this sole
source purchase of demographic tracking software.
Done this,., day of DeCeyn , 2023.
ATTEST:
Barbara J asqu z
Clerk of t Bo d
Yea Nay
M El
eS ❑
BOARD OF COUNTY
COMMISSIONERS
Abstain GRANT COUNTY, WASHINGTON
El
Rob s, hair
� Cindy Cart ,Vice -Chair
Danny .Stone, Member
N:\Staff\BLutz\Resolutions\Grant County Fairgrounds Sole Source Purchase Placer Inc., 112023.docx