Cathedral City- City Detect contract with NW redlines — Cathedral City City Council, June 25, 2025

Platform Access and Services Agreement
#20250602-090057333
Issued
Effective Date
Expires
3 years from Effective Date
City Detect
2627 10th Ave
Suite 131
Tuscaloosa, AL 35475
Michael Caplan
[email protected]
City of Cathedral City
City Manager Charles McClendon
760-770-0322
[email protected]
1 Platform Access and Services Agreement
This Platform Access and Services Agreement (this “Agreement”) is entered into and effective as of the date both Parties sign the Agreement (the “Effective Date”) by and between (a) City Detect Inc., a Delaware corporation, and its Affiliates (“Affiliate” means any entity controlling or under the control of City Detect, where “control” means ownership of or the right to control greater than 50% of the voting securities of such entity.) (“City Detect”), and (b) the customer listed below (“Customer”). This Agreement includes and incorporates the Order Form below (an “Order Form”), attached as Exhibit A, the Terms of Use attached hereto as Exhibit B, the Privacy Policy attached as Exhibit C, and the End User Terms of Use attached as Exhibit D. There shall be no force or effect given to any different terms of any related purchase order or similar form, even if signed by the parties hereto after the Effective Date hereof.

Executive Summary
City Detect uses cameras and artiﬁcial intelligence (AI) to objectively and proactively detect and inventory localities’ housing degradation and code violations. City Detect takes pride in its mission of empowering leaders & transforming communities. In addition to our advanced hardware and software approach, we provide comprehensive training and support to our users.

This initiative aligns with the Customer's commitment to urban management and sustainability, utilizing our state-of-the-art technology and expertise.

City Detect (“City Detect”) is committed to working closely with The City of Cathedral City (“Customer”) to provide its administration and employees with an in-depth analysis of housing conditions throughout the city. Our goal is to empower the Customer with the tools and data necessary for informed decision-making, contributing to the overall well-being and vibrancy of Customer's communities.

The Agreement’s Term is for a 3 year service agreement (“Term”), where City Detect will deploy 2 advanced data collection system(s) with AI technology to systematically monitor and analyze the condition of residential and public properties within Customer’s jurisdiction. The annual cost is $73,600 which includes all applicable term discounts. This service includes collecting, processing, and analyzing data to provide objective insights into urban decay along properties and the right-of-way, and services and products identified in the Order Form, Exhibit A hereto.

City Detect Introduction
At City Detect, we believe in the power of technology to bring about social change. We value innovation, integrity, and impact. We strive to offer our clients various solutions that are not only technologically advanced but also practical and socially relevant.

Founded in 2021, City Detect is on a mission to revolutionize how local governments and nonproﬁts understand and interact with their communities. Our journey began with a passion for urban development, technical mastery, and a commitment to transform communities through positive social impact.

City Detect’s approach is simple yet powerful. Leveraging cutting-edge artiﬁcial intelligence (AI) and computer vision technology, we provide detailed, near-real-time insights into the condition of the built environment. We mount cameras to ﬂeet vehicles and use proprietary AI algorithms to analyze various issues throughout communities. The result? Detailed, actionable reports to inform decision-making and strategic planning. 2 Problem Statement & Needs Analysis
Customer like many urban areas, may face ongoing challenges in managing and maintaining the condition of its residential and public properties.

These challenges may include:

Stafﬁng Shortages in Code Enforcement:

Local government agencies across the US have been hit with stafﬁng issues that hinder their ability to monitor, prioritize, and proactively address property violations and urban blight effectively. This often results in delayed responses, potential escalation of minor issues, and an increased burden on the team members, increasing the risks of burnout and workforce turnover.

Inefﬁcient Data Collection and Analysis:

Current methods of property condition monitoring are subject to human time constraints. This inefﬁciency hinders informed, data-driven decision-making in a dynamic and changing urban environment with rapidly changing conditions.

Challenges in Grant Application and Utilization:

The lack of comprehensive and detailed condition mappings leads to resource-consuming applications, missed opportunities, and lengthy post-award reporting.

Lack of Data in Community Engagement:

Community engagement is more difﬁcult now than ever, requiring a more focused approach to community meetings. The lack of accessible data makes data-driven initiatives seem disconnected from the communities they aim to serve.

Proposed Solution & Beneﬁts
City Detect’s innovative approach, utilizing advanced cameras and AI technology, offers solutions to these challenges. By providing objective, data-driven insights into housing and urban conditions, City Detect can signiﬁcantly enhance the capacity for effective and efﬁcient urban management, leading to a more sustainable and well-maintained urban environment.

City Detect proposes the following solution:
●Automated Data Collection and Analysis: City Detect will deploy advanced cameras and AI technology to systematically capture and analyze data on urban conditions, including illegal dumping, litter, grafﬁti, and residential and commercial structural issues. This technology enables more efﬁcient, accurate, and comprehensive housing and public space monitoring. City Detect’s automated data collection and analysis processes drastically reduce the time and resources required while ensuring consistent and objective data on property conditions. These streamlined processes empower ofﬁcials to make objective, data-driven, strategic, and proactive decisions and investments.
●Customizable Reporting and Analytics Dashboard: The customer will have access to a user- friendly dashboard on City Detect’s web platform, where they can view and 3 interact with the data. This dashboard allows for customizable reporting, enabling staff to focus on speciﬁc areas or issues as needed. No software installation is required. ●Training and Ongoing Support for Staff: City Detect commits to being a long-term partner, responsively adapting and improving our services to meet the Customer's evolving needs. We aim to ensure you always have the data (and know how to use it!) necessary to create a well-maintained, vibrant urban community. City Detect will provide comprehensive hands-on and on-demand training and support to City staff, ensuring they are well-equipped to utilize the data in their daily operations.

Enhanced Grant Application Support:

With our technology’s detailed, data-backed insights, the Customer can strengthen its grant applications and streamline reporting for community revitalization projects. City Detect’s solution offers the necessary baseline and progress data to support funding requests and reports for urban improvement initiatives.

Value Proposition
City Detect’s promise is to not only address the immediate challenges faced by the Customer but also provide infrastructure for sustainable urban growth and community well-being. The solutions proposed here ensure your employees are empowered to drive change, make investments, and adapt to emerging conditions. City Detect brings value by improving efﬁciency in code enforcement, grant writing, and data-driven decision making. City Detect is a people-focused technology solution provider supporting communities with cost-effective, scalable, and adaptable solutions to meet your community’s evolving and dynamic needs.

Implementation Plan
This comprehensive implementation plan is tailored to ensure that the Customer can effectively utilize City Detect’s technology for improved urban management over the course of the agreement, fostering a sustainable and well-maintained urban environment. The plan is designed to ensure an efﬁcient deployment, effective training, and seamless integration of our services into the Customer’s operations.

Phase 1: Pre-Implementation and Plan Finalization (Month 1) ● Finalize administrative details.
● Conduct preliminary meetings with customer to discuss speciﬁc requirements and expectations.
●Prepare for installation and deployment, including logistical planning and resource allocation.

Phase 2: System Installation and Setup (Month 2)
●Install Data Collection Systems on designated vehicles. ●Conﬁgure and test the systems to ensure they are fully operational. 4 ●Begin initial data collection as part of system testing and calibration.

Phase 3: Staff Training and System Familiarization (Month 2) ●Conduct comprehensive training sessions for staff, focusing on system operation, data interpretation, and integration into existing workﬂows. ●Facilitate hands-on training and simulation exercises to ensure staff are comfortable and proﬁcient with the technology.
●Special focus on integrating data into grant application strategies and existing workﬂows.

Phase 4.1: Full-Scale Data Collection and Processing (Month 2 - Ongoing) ●Commence full-scale data collection activities across the community. ●Regularly process and prepare data for analysis in line with the Customer's needs.

Phase 4.2: Analysis, Reporting, and Integration into Customer Operations (Month 2 - Ongoing)
●Deploy AI algorithms for in-depth parcel and environmental analysis. ●Generate regular reports and actionable insights for the Customer's review and decision- making processes.
●Assist in integrating these insights into the Customer's strategic planning and operational systems.

Phase 4.3: Continuous Feedback, Adjustments, and Support (Month 2 - Ongoing) ●Establish a feedback loop with staff to monitor system performance and user experience.
●Make necessary adjustments and optimizations based on feedback and evolving needs.

Provide ongoing technical support, system maintenance, and user assistance.

Phase 4.4: Grant Application Support and Partnership (Month 3 - Ongoing) ●Support Customer efforts to obtain grant funding through various programs such as grants like Choice Neighborhood Grants, American Rescue Plan Act, Environmental Protection Agency Grants, and Community Development Block Grants. ●Assist in utilizing Blight Reports and delivering other uniquely relevant analytics for effective and targeted grant applications responsive to agency requirements. 5 Phase 5: Annual Review and Strategy Sessions (10th month of annual period) ●In Month 10 of Year 1, review whether Milestones have been achieved. If Milestones have not been achieved, Customer must notify City Detect of its intent to pursue the mechanisms outlined in the Termination & Renewal section. ●Conduct annual performance reviews to assess the impact and efﬁciency of the system. ●Discuss potential expansions or adaptations of the solution to meet new challenges or opportunities.

Phase 6: Term Renewal (60 days prior to end of agreement term) ●Organizational collaboration and review terms and scope of partnership. ●During this term Customer has the option to renew this agreement for one additional year, this option must be exercised in writing, including email, at least 60 days prior to the end of year three.

Risk Management and Mitigation Strategies
We developed our comprehensive risk management plan to ensure the successful implementation and operation of City Detect’s property condition analysis . This plan identiﬁes potential risks and outlines strategies to mitigate them effectively.

Insurance Coverage and Compliance
●City Detect will carry all necessary insurance coverages for the Term, including appropriate Cyberinsurance coverage that is at least as comprehensive as industry standard.
●City Detect will name Customer as an additional insured on these policies, ensuring adequate protection and compliance with Customer requirements. ●City Detect will provide the Customer with a timely proof of coverage certiﬁcate upon request.

Data Security and Privacy Risks
●Implement robust cybersecurity measures including technical, administrative, and physical measures to protect Customer's data.
●Adhere to all relevant data protection regulations and best practices. Regularly update and audit security protocols to keep up with emerging threats.

Technology Failure or Malfunction
●Employ redundant systems to minimize the impact of technical failures. 6 ●Conduct regular maintenance and updates of all equipment and software. ●Provide swift technical support to address and resolve any technical issues promptly.

Staff Training and Adoption Challenges
●Offer comprehensive and ongoing training sessions for staff. ●Provide user-friendly manuals and online resources for self-help and troubleshooting. ●Establish a helpdesk for immediate assistance and support at no additional expense to Customer.

Integration with Existing Customer Systems
●Work closely with Customers IT staff to ensure smooth integration with existing systems if ordered by Customer.
●Conduct thorough testing and trials to identify and address compatibility issues. ●Offer customized solutions to meet speciﬁc integration needs if ordered by Customer.

Delays in Project Timelines
●Implement proactive project management with regular progress reviews. ●Communicate transparently with Customer about any potential delays and mitigation strategies.

Changes in Municipal Priorities or Leadership
●Stay adaptable to shifting priorities and requirements. ●Maintain open lines of communication with Customer leaders and stakeholders ●Regularly review and adjust the project scope in alignment with the Customer's evolving needs.

Support and Maintenance Plan
City Detects support and maintenance plan ensures the ongoing effectiveness and continuity of the property condition analysis solution implemented in Cathedral City. This plan covers technical support, system updates, and continuous collaboration with staff. 7 Technical Support and Helpdesk
●Establish a dedicated helpdesk to assist with any technical issues or queries at no additional expense to Customer.
●Offer support through various channels, including phone, email, and online platforms, ensuring accessibility and convenience for staff.

Maintenance Plan
●Maintain close collaboration with ﬂeet services for Collection System. ●Provide clear maintenance instructions for Customer ﬂeet services staff. ●Provide ongoing support materials for proper Collection System maintenance.

Training and Capacity Building
●Provide ongoing training sessions to onboard new staff or refresh existing staff’s skills. ●Regularly update training materials and online resources to reﬂect system upgrades.

Data Management and Security
●Continuously monitor and update data security measures to safeguard sensitive information and keep up with emerging threats.
●Perform regular data backups to prevent loss and ensure data integrity.

Performance Monitoring and Reporting
●Regularly review system performance and generate reports to assess efﬁciency and impact.
●Use these insights to make data-driven decisions for system improvements and enhancements.

Collaboration and Feedback Loops
●Maintain close collaboration with Customer leadership and staff to understand their evolving needs.
●Implement a feedback loop to gather user insights, ensuring the solution surpasses the Customer's requirements.
8 Exhibit A
Order Form
Service Agreement Duration
●The service agreement will cover a 3 year term commencing on the Effective Date.

Payment Terms
●The annual Fee is $73,600.00. The first half of the Fee shall be invoiced upon the Effective Date due net 30. The second half of Fee shall be invoiced upon successful installation of agreed upon data collection units (“DCU(s)”). Payment of Fee(s) are net 30.
●Subsequent annual payments are due upon the anniversary of the Effective Date . ●In the event of a late payment from the Customer not subject to a reasonable payment dispute City Detect will apply a late payment penalty calculated as a percentage of the overdue amount, accruing on a monthly basis from the date the payment was due. This penalty is set at a rate of 1.5% per month on the outstanding balance. ●City Detect will notify the Customer immediately upon a payment becoming overdue.

City Detect will allow a fourteen calendar days grace period, during which the Customer can make the payment without incurring the late payment penalty.

Equipment Lease
●City Detect will install and maintain 2 data collection unit(s) on agreed-upon municipal vehicles. These data collection units will remain the property of City Detect and are leased to the Customer for the term of the agreement.
●City Detect is responsible for purchasing replacement components of any Collection Systems damaged or malfunctioning within the normal scope of work. Fleet services will be responsible for reinstallation of components shipped to ﬂeet services with City Detect’s guidance and support.

Service Provisions
●City Detect will provide data collection, processing, analysis, reporting, and grant support services as outlined in the Order Form.
●Services also include ongoing technical support, training, and system maintenance at no additional cost to Customer.

Staff Training and Support
●Comprehensive training for Customer staff is included in the service fees. 9 ●Continuous support will be provided throughout the agreement term to ensure effective use of the technology and data at no additional cost to Customer.

Conﬁdentiality and Data Security
●Both parties agree to maintain conﬁdentiality of information identified as Confidential under Section 11 of the Terms of Use, Exhibit B hereto, and to adhere to applicable data protection laws and regulations.
●City Detect will implement robust security measures including technical, administrative, and physical measures to protect data and ensure the privacy and integrity of the information collected.

Amendments and Modiﬁcations
●Any amendments or modiﬁcations to the agreement must be made in writing and signed by both parties, ensuring mutual consent for any changes.

Milestones
●City Detect will install the agreed upon DCUs onto the agreed upon vehicles. ●City Detect will offer live remote training and documentation on various systems. ●City Detect will collect visual and location data and analysis on objects of interest passed by vehicles equipped with Collection Systems.
●City Detect will upload relevant data and make available to Customers users via web application.
●City Detect will maintain web application and provide access and support for Customers users.

Products & Services Frequency Quantity Price
PASS AI Vehicle Mounted DCU (Data
Collection Unit) Dual Lens (Right & Left)
PASS AI Vehicle Mounted DCU (Data
Collection Unit) (Price per one DCU) Data
Collection Unit for mounting to vehicle.

Dual Lens, Right & Left side. Installation
and service included.

Annually 2 $19,2

00.00/
year
10 Products & Services Frequency Quantity Price
PASS AI Public Works Data Collection
and Processing PASS AI Public Works
Data
Collection and Processing (add 1 per
DCU) Data Transfer from DCU to Cloud
and AI processing for one DCU for Public
Works Data
Annually 2 $9,60

0.00/
year
PASS AI Code Enforcement Data
Collection and Processing
PASS AI Code Enforcement Data
Collection and Processing (add 1 Per
DCU) Data Transfer from DCU to Cloud
and AI processing for one DCU for Code
Enforcement Data
Annually 2 $22,4

00.00/
PASS AI Web App
PASS AI Web App (add 1 per DCU)
Access to web app for unlimited users, for
one DCU
Annually 2 $22,4

00.00/
year
Annual subtotal $73,600.00
Annual Total $73,600.00
Number of years of service
Total contract value
3 $220,800.00
11 Exhibit B

TERMS OF USE
These Terms of Use (these “Terms of Use”) govern Customer's rights to access and use the City Detect software-as-a-service platform (along with all related updates, upgrades, Analytical Data, AI Output (as deﬁned below), Raw Data, Documentation (each as deﬁned below), any hardware devices identiﬁed in the Order Form (each a “Device”) and Exhibit A hereto, and related services, meaning features that may become available during the Term included in the software subject of the Order Form and new service offerings included at no additional cost to Customer, provided by City Detect to Customer under the Agreement (collectively, the “Product”) on a subscription basis. By executing the Platform Access and Services Agreement (the “Agreement”), the parties shall be bound by the Agreement including these Terms of Use.

These Terms of Use are effective as of the Effective Date set forth in the Agreement. Customer acknowledges and agrees that the Product is protected by copyright laws and international copyright treaties, as well as other Intellectual Property Rights laws and treaties. As used in these Terms of Use, “Intellectual Property Rights” means any and all patents, copyrights, trademarks, trade secrets, and any and all other intellectual or proprietary rights recognized in any jurisdiction. Capitalized terms used in these Terms of Use, but not otherwise deﬁned herein, shall have the meaning ascribed thereto as set forth in the Agreement.

1. PRODUCT ACCESS

1.1 Provision of the Product. Subject to and conditioned on Customer’s payment of applicable fees and compliance with the Agreement and these Terms of Use, City Detect agrees to provide Customer with access to the Product on a subscription basis for a set term as defined in the Agreement.

1.2 Accounts. In order to access and use certain features of the Product, Customer must register for an account (an “Account”). Use of and access to the Product, in whole or in part, is permitted to its staff and employees designated by Customer pursuant to these Terms of Use (“End Users”). If Customer is given passwords to access the Product, Customer shall require that all End Users keep user ID and password information strictly conﬁdential and not share such information with any unauthorized person. Customer is responsible for maintaining the conﬁdentiality of its Account login information . Customer is fully responsible for the acts and omissions of its End Users.

1.3 Customer will not use Contractors to serve as End Users.

1.4 General Restrictions. Except as set forth herein, Customer shall not: (a) rent, lease, copy, download, provide access to or sublicense the Product (including but not limited to software, Devices, Analytical Data, Reports, or Raw Data, each as deﬁned herein) to a third party or use the Product to provide a service to a third-party, (b) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or APIs to the Product, (c) modify the Product, or create any derivative product from any of the foregoing, (d) remove or obscure any product identiﬁcation, proprietary, copyright or other notices contained in the Product (including on any reports or data printed from the Product), (e) incorporate the Product into any other oﬀering (whether software as a service or otherwise), (f) use the Product, Analytical Data, Raw Data, or a Report (as deﬁned below) to build an application or product that is competitive with any City Detect product or service or to train any artiﬁcial intelligence or machine learning models.
12 1.5 Legal Advice. Customer agrees not to construe any content or materials listed on the Product as legal advice. The Product and content made available through the Product are intended to be used by Customer for informational purposes. City Detect shall have no liability for any legal decisions made based upon Customer's or an End User’s use of the Product.

1.6 Export. The Product may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from City Detect, or any products utilizing such data, in violation of the United States export laws or regulations.

1.7 Security and Privacy. City Detect will use commercially reasonable eﬀorts to (a) implement and maintain appropriate administrative, technical and physical safeguards designed to protect the conﬁdentiality, integrity, and availability of Customer Data (as deﬁned below) and personal data collected, used, disclosed and processed (as applicable) by City Detect, in accordance City Detect’s Privacy Policy, as applicable, which is attached hereto as Exhibit C, (the “Privacy Policy”) ; (b) comply with applicable laws, rules, regulations, and industry standards by which it is bound in connection with this Agreement; and (c) maintain the systems and processes described in City Detect’s most recent SOC 2 audit. In the event of a breach in security involving unauthorized acquisition of Customer Data (“Security Breach”), City Detect shall take commercially reasonable efforts to notify the Customer within 48 hours of discovery of such Security Breach and promptly provide a written report. This report shall include, to the extent known: (1) nature and scope of the Security Breach; (2) categories of Customer Data aﬀected; (3) actions taken to mitigate damage; and (4) corrective measures to prevent recurrence. To the extent required of City Detect by applicable law, City Detect shall bear all notiﬁcation and remediation costs in the event of a Security Breach, including credit monitoring for affected individuals. City Detect shall (i) conduct a thorough investigation of any Security Breach, (ii) provide ﬁndings of such investigation to Customer, and (iii) provide all reasonable cooperation to Customer in connection with the Security Breach. If City Detect receives a request related to Customer Data, City Detect will, to the extent legally permissible, take commercially reasonable eﬀorts to notify Customer of such request within 48 hours.

1.8 Hosting Services. City Detect will provide the hosting services for the Product (the “Hosting Services”) through third-party hosting facilities (such as Amazon Web Services or similar) and may update the content, functionality and user interface of such Hosting Services from time to time in its sole discretion. City Detect further agrees that the Hosting Services shall store Customer Data, and all processing of Customer Data by artiﬁcial intelligence systems shall take place, only in the United States, unless Customer agrees otherwise in writing.

1.9 Hosting Service Access. In order to use the Product, Customer must have or obtain access to the internet. Customer agrees that City Detect is not providing Customer with access to the internet in order to use the Product and that Customer is solely responsible for obtaining and maintaining such internet access and for providing all equipment necessary to obtain and maintain such internet access. City Detect does not and cannot control the ﬂow of data to or from City Detect’s network, designated hosting facility and/or other portions of the internet. Such ﬂow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt Customer's connections to the internet (or portions thereof). City Detect agrees to use commercially reasonable eﬀorts to take any actions it deems appropriate to remedy and avoid 13 such events. However, City Detect cannot guarantee that such events will not occur.

Accordingly, City Detect disclaims any and all liability resulting from or related to such events.

1.10 Lease of Devices. The parties intend that the lease of any Devices under the Agreement shall constitute a true lease under applicable law. City Detect has title to the Devices at all times. Customer acquires no ownership, title, property right, equity, or interest in the Devices other than its leasehold interest solely as lessee subject to these Terms of Use.

1.11 Installation; Risk of Loss. City Detect will arrange for shipment and installation of the Devices, either by City Detect or by third-party service providers. City Detect is not liable for any delays in shipments, deliveries or installations performed by third-party service providers . Customer shall bear all risk of theft, taking, conﬁscation, or requisition, partial or complete, of or to such Devices once they are in Customer's physical custody. Customer shall notify City Detect in writing within 30 days of any such loss.

2. DATA OWNERSHIP

2.1 Use of Customer Data. Customer represents and warrants to City Detect that Customer has sufficient rights in the Customer Data to authorize City Detect to process, distribute, and display the Customer Data as contemplated by these Terms of Use and the functionality of the Product, and that the Customer Data does not infringe the rights of any third party. Customer is solely responsible for the accuracy, content and legality of all Customer Data and Raw Data captured by End Users through Devices, as well as for requiring each End Userto comply with these Terms of Use. In connection with Customer's use of the Product, certain features may permit Customer to interact or share Customer Data with third-party websites or services. If Customer chooses to transmit Customer Data or provide any other information to such third parties, Customer agrees to be bound by any applicable third-party terms of use, and City Detect accepts no responsibility or liability for any such third-party services. “Customer Data” means any information or other data of any type which is provided by Customer or its End Users to City Detect in connection with the Product, including but not limited to preferences, case status, notes, and summaries; provided, however, that Customer Data does not include Analytical Data or Raw Data (each as deﬁned below) or any other information reﬂecting the access or use of the Product by or on behalf of the Customer or any End User.

2.2 License to Customer Data and Creation of Analytical Data. Customer hereby grants to City Detect a non-exclusive, fully paid-up, royalty-free, transferable, sublicensable, worldwide right and license to use, display, modify, copy, translate, transcribe, reproduce, distribute, create derivative works, and process Customer Data solely for the purposes of providing the Product to Customer . Notwithstanding the foregoing, Customer further grants to City Detect a limited, non-exclusive, fully paid-up, royalty-free, non-transferable and non- sublicensable (except as expressly provided for herein), worldwide right and license to create Analytical Data (as deﬁned below) derived from Customer Data; provided that, except as otherwise set forth herein or disclosures or sublicenses to service providers as necessary to create and process such Analytical Data, City Detect shall not disclose any Analytical Data that can speciﬁcally identify Customer or its End Users. “Analytical Data” means output that is generated through the Product using artiﬁcial intelligence (“AI Output”) and the data and information submitted or produced by Customer or its End Users related to the interpretation, understanding, and reﬁnement of Raw Data and AI Output. City Detect shall not use Customer Data for any purpose outside the scope of the Agreement or as otherwise permitted by the Privacy Policy, attached hereto as exhibit C including but not limited to use for advertising, data mining, or unrelated commercial purposes; provided, however, the foregoing does not 14 restrict City Detect’s rights in and to Analytical Data and Raw Data (as deﬁned below) provided for in this Agreement.

2.3 Transition Period. Subject to the terms of this Agreement, including but not limited to the restrictions set forth in Sections 1.4 and 4, City Detect grants Customer a limited right to download standard reports generated by the Product (each, a “Report”) and any Customer Data during the Term and, except if terminated by City Detect pursuant to Section

6.2, for a period of up to 90 days’ following termination of the Agreement, for use in connection with Customer's operations. Notwithstanding the foregoing, Customer shall not knowingly or intentionally disclose any Report, including any derivatives thereof, to any third-party data company that uses computer vision in its service or offering or any City Detect competitor. For the avoidance of doubt and except as set forth in this Section 2.3, (a) other than Report(s), Customer is not permitted to export or otherwise disclose any other data from the Product, including but not limited to Analytical Data or Raw Data, in any manner and (b) any custom reporting required by Customer shall be set forth on an Order Form and subject to the terms and fees contained therein. Upon City Detect’s request, Customer shall request any service providers to whom it has disclosed a Report to irretrievably delete and fully destroy such Report and any derivatives thereof. Customer shall be fully liable for any damages subject to the limitations of liability term herein arising out of any disclosure that violates this Section

2.3. 3. OWNERSHIP

3.1 Ownership. Except for the limited license granted herein or as otherwise set forth in the Agreement, as between the parties hereto, Customer shall retain all right, title and interest in and to Customer Data. One feature of the Product is that it collects Raw Data.

Customer acknowledges and agrees that (a) the Product collects Raw Data, (b) Customer is obtaining only a limited right to access and use the Product, and that irrespective of any use of the words “purchase,” “sale,” or like terms hereunder no ownership rights are being conveyed, assigned, or transferred to Customer under the Agreement or these Terms of Use or otherwise, and (c) City Detect, its licensors, or its suppliers retain all right, title, and interest (including all Intellectual Property Rights) in and to (1) the Product, (2) all audio, video, images, text, global positioning system (GPS), other geospatial and environmental data, and other types of content captured by Devices or otherwise provided by City Detect in connection with the Product (“Raw Data”), (3) all user documentation for the Product provided by City Detect to Customer under these Terms of Use that describes the requirements, integration, operation, support, or maintenance of the Product (“Documentation”), (4) any Implementation Services (as deﬁned below) deliverables, (5) Feedback, and (6) Analytical Data (including AI Output). In the event any intellectual property rights in and to any of the foregoing, including but not limited to rights in and to any Analytical Data or Raw Data, do not vest in City Detect upon creation and subject to the restrictions on disclosure in Section 2.2 above, Customer hereby unconditionally and irrevocably assigns to City Detect all right, title, and interest in and to all any intellectual property rights described by this Section 3.1.

3.2Deﬁnitions:
●Customer Data: Any information or other data of any type provided by the Customer or its End Users to City Detect in connection with the Product, including preferences, case status, notes, and summaries. However, Customer Data does not include Analytical Data or Raw Data or other information reflecting the access or use of the Product, such as security logs.
15 ●Raw Data: All audio, video, images, text, global positioning system (GPS), other geospatial and environmental data, and other types of content captured by Devices or otherwise provided by City Detect in connection with the Product. ●Analytical Data: Output that is generated through the Product using artiﬁcial intelligence (“AI Output”) and the data and information submitted or produced by Customer or its End Users related to the interpretation, understanding, and reﬁnement of Raw Data and AI Output.
●Reports: Standard reports generated by the Product.

4. ACCEPTABLE USE POLICY

4.1 Customer hereby agrees to the following terms that constitute City Detect’s “Acceptable Use Policy”:
(a) Customer agrees not to use the Product to collect, upload, transmit, display, or distribute any Customer Data, Feedback, or Raw Data (i) that violates any third- party rights, including any privacy right, right of publicity, or any Intellectual Property Rights; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently oﬀensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; or (iii) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party. (b)In addition, Customer agrees not to: (i) knowingly or intentionally upload, transmit, or distribute to or through the Product any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Product unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of unsolicited messages, whether commercial or otherwise; (iii) use the Product to harvest, collect, gather or assemble information or data regarding other [customers], including email addresses, without their consent; (iv) knowingly or intentionally interfere with, disrupt, or create an undue burden on servers or networks connected to the Product, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Product (or to other computer systems or networks connected to or used together with the Product), whether through password mining or any other means; (vi) harass or interfere with any other [customer’s] use and enjoyment of the Product; (vii) represent that AI Output is human- generated when it is not; or (viii) use software or automated agents or scripts to produce multiple accounts on the Product, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Product.
(c) Customer further acknowledges and agrees that (i) Customer will not include any deceptive Customer Data in connection with its use of the Product (including in an attempt to steer the Product to generate inaccurate results); (ii) due to the nature of artiﬁcial intelligence and machine learning, use of the Product may in some situations result in incorrect or inaccurate AI Output, including but not limited to Reports (as deﬁned below) and Analytical Data; (iii) Customer must verify the accuracy and appropriateness of any AI Output before relying on any such AI Output; (iv) relying upon any AI Output without ﬁrst verifying accuracy with a qualiﬁed human could cause harm, including but not limited to legal, ﬁnancial, and physical harm; and (v) Customer has no rights to any information, including AI Output, that is 16 generated from the Product by or for other City Detect users, regardless of any level of similarity to AI Output provided to Customer. City Detect cannot control, and has no duty to take any action, regarding how Customer may interpret, rely on, or use any AI Output or what actions Customer may take as a result of having been exposed to AI Output, and Customer hereby releases City Detect from all liability for Customer having acquired or not acquired AI Output through the Product.
(d) City Detect reserves the right to investigate and/or take appropriate action against Customer if the Customer violates this Section 4 or any other provision of these Terms of Use. Such action may include terminating Customer’s Account and/or reporting Customer to law enforcement authorities.

5. FEES & PAYMENT

5.1 All fees owing by Customer to City Detect are set forth in the applicable Order Form(s) then in force and payable as set forth in the Agreement. Customer acknowledges that the expiration of any discount or incentive programs to which Customer was previously entitled shall not constitute a fee increase or otherwise require notice thereof. Except as expressly set forth in Section 10.1 or pursuant to Section 6.2 and 6.3, all fees are non-refundable. City Detect’s fees are exclusive of all shipping costs and Customer is required to pay any sales, withholding, or similar taxes or levies, other than taxes based on the income of City Detect.

Any late payments not subject to a good faith payment dispute shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.

6. TERM AND TERMINATION

6.1 Term. The Agreement is effective as of the Effective Date and expires as outlined in Agreement and Order Form subject to any renewal periods as set forth in the Agreement and Order Form(s) attached as Exhibit A. In order to terminate Agreement at the end of the then-current period, a party must give written notice to the non-terminating party at least 60 days prior to the end of the then current term.

6.2 Termination for Cause. Either party may terminate the Agreement if the other party (a) fails to cure any material breach of these Terms of Use (including a failure to pay fees that is not subject to a good faith payment dispute) within 30 days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within 60 days thereafter).

6.3 Termination for Convenience. Either party may terminate the Agreement for convenience, that is for any reason or no reason with 90 days’ written notice to the other party.

Customer shall not be liable for payment of any further fees as of the date of termination.

6.4 Effect of Termination. Upon any termination of the Agreement, Customer shall immediately cease any and all use of and access to the Product other than as needed to transition to alternate services and delete (or, at City Detect’s request, return) any and all copies of the Documentation, any City Detect passwords or access codes and any other City Detect Conﬁdential Information in its possession. Customer acknowledges that following termination:
(a) Customer and its End Users must immediately cease all use of the Product, even if Company’s access is not immediately severed; (b) Customer must instruct all End Users to 17 cease using the Product ; (c) City Detect shall terminate Customer and End User access to the Product and any Customer Data input into the Product, but shall cooperate with Customer in retrieving Reports and Customer Data prior to termination; (d) leased Devices shall be uninstalled and returned to City Detect by City Detect or its designee (i) at City Detect’s expense, if terminated by either party pursuant to Section 6.1 or by Customer pursuant to Section 6.2 or by City Detect pursuant to Section 6.3, or (ii) at Customer's sole expense, if terminated by City Detect pursuant to Section 6.2 or if terminated by Customer pursuant to section 6.3, and if terminated by City Detect pursuant to Section 6.2 City Detect may take possession of, or render unusable, the Product and any Device wherever it may be located, without any court order or other process of law, and without liability to Customer for any damages occasioned by such action.

6.5 Survival. The following Sections of these Terms of Use shall survive any expiration or termination of the Agreement: 1.4 (General Restrictions), 1.5 (Legal Advice) 1.6 (Export), 2.2 (License to Customer Data and Creation of Analytical Data), 3 (Ownership), 5 (Fees and Payment), 6 (Term and Termination), 7.5 (Warranty Disclaimer), 9 (Limitation of Remedies and Damages), 10 (Indemniﬁcation), 11 (Conﬁdential Information), and 12 (General Terms).

7. LIMITED WARRANTIES

7.1 Limited Warranties. City Detect warrants, for Customer's beneﬁt only, that during the Contract Term, the Product and Devices will operate in substantial conformity with the Documentation as provided by City Detect (the “Product Warranty”). In the event of breach of the Product Warranty, City Detect shall first be entitled in City Detect’s sole discretion and at no charge to Customer, (a) in the case of software included in the Product, to use commercially reasonable efforts to provide Customer with an error correction or work-around that corrects or avoids the reported non- conformity so that the Product meets the Product Warranty, or (b) in the case of Devices, to repair or replace the defective device. If City Detect determines in its sole discretion that the foregoing remedies to bring the Product into conformity with the Product Warranty are impracticable, impossible, or not commercially reasonable, then City Detect may terminate the Agreement and these Terms of Use upon written notice of such termination from City Detect to Customer, refund to Customer the pro rata portion of Fees attributable to the period during which the Product did not conform to its Product Warranty and/or did not function as contemplated during the period of attempted but unsuccessful correction or cure, and City Detect shall not be liable for any further Fees under the Agreement or for any other remedies other than such refund.

7.2 Warranty Limitations. The limited warranty set forth in Section 7.1 shall not apply: (a) unless Customer makes a claim in writing to City Detect notifying it of a breach of the Product Warranty within 30 days of the date on which the condition giving rise to the breach of the Product Warranty claim ﬁrst arose, (b) if the Customer is in breach of the Agreement, these Terms of Use, or is using the Product not in compliance with the Documentation, (c) if the error or event that caused the breach of the Product Warranty was caused by misuse, misapplication, negligence, unauthorized use or modiﬁcations, any third-party hardware or software, equipment, products, services, or processes, (d) if the error or event that caused the breach of the Product Warranty was caused by a lack or loss of network or internet connectivity, (e) to any Product provided to Customer on a no-charge, evaluation, or beta test basis, (f) if, in the case of a Device, (i) Customer or an End User made any further use of such Device after Customer provided the claim in subsection (a) above, (ii) the defect arose because Customer or an End User failed to adhere to the Documentation as to the storage, installation, use, or maintenance of the Device, (iii) Customer alters or repairs such Device without City Detect’s 18 prior written consent, or (g) to any damage, malfunction, or defect of a Device is caused by a vehicular accident or impact, misuse, neglect, improper installation by Customer, repairs by unauthorized third parties, or any other similar acts of Customer or any End Users or service providers on Customer's behalf.

7.3 Availability. City Detect shall use commercially reasonable efforts to ensure that Customer may access and use the Product, except in the event that: (a) City Detect’s provision of the Product to Customer or any End User is prohibited by applicable law; (b) any third-party services required for Product are interrupted; (c) if the Product is being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or attack on the Product or any other City Detect intellectual property by a third party; or (e) scheduled or emergency maintenance (each of (a) through (e), a “Service Interruption”). In the event of a Service Interruption, City Detect will use commercially reasonable eﬀorts to provide notiﬁcation and updates to Customer , and to resume providing access to the Product as soon as reasonably possible after the event giving rise to the Service Interruption is cured. City Detect will have no liability for any damage, liabilities, losses (including any loss of data or proﬁts), or any other consequences that Customer or any End User may incur as a result of a Service Interruption.

If the Service Interruption is not caused by the Customer's direct actions or by the actions of End Users or service providers of Customer, the duration of the Service Interruption will extend the time of the Term by the length of the Service Interruption for free (for any Service Interruption lasting at least twenty-four (24) consecutive hours). E.g. Customer will receive a credit for 3 additional days at the end of the Term if they suﬀered a Service Interruption lasting 3 consecutive days.
●Replacement. If there is a malfunction or failure of any Devices or City Detect’s software (each, a “Defect”), Customer must notify City Detect either through the web application and by emailing and calling Customer's City Detect project manager. Upon receiving notice of a Defect, City Detect will use commercially reasonable efforts to repair or replace the defective Device or software at no extra cost to the Customer. City Detect categorizes issues as follows: Level 1 Issues are issues that Customer can resolve in under 15 minutes with City Detect’s remote guidance and without replacing any Device or software; and Level 2 Issues are issues take longer than 15 minutes to resolve, and City Detect will either repair or replace the defective Device or software. City Detect will inspect or test the Defect within 7 business days of receiving notice from the Customer. If a repair or replacement is necessary, it will be completed within 10 business days of receiving notice. City Detect reserves the sole discretion to determine whether to repair or replace the defective Product.

7.4 Warranty Disclaimer. EXCEPT FOR THE LIMITED PRODUCT WARRANTY EXPRESSLY SET FORTH IN SECTION 7.1 ABOVE, THE PRODUCT, AI

OUTPUT, HOSTED SERVICES, AND ALL OTHER SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER. EXCEPT FOR THE LIMITED PRODUCT WARRANTY EXPRESSLY SET FORTH IN SECTION 7.1 ABOVE, NEITHER

CUSTOMER, CITY DETECT NOR ITS AFFILIATES, LICENSORS, OR SUPPLIERS

MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR

IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY

REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. CITY DETECT DOES NOT WARRANT THAT THE PRODUCT OR AI OUTPUT WILL MEET CUSTOMER’S

REQUIREMENTS OR RESULT IN ANY OUTCOME, OR THAT THEIR OPERATION 19 WILL BE UNINTERRUPTED OR ERROR-FREE, AND FURTHER MAKES NO

REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED,

REGARDING THE ACCURACY, ADEQUACY, VALIDITY, RELIABILITY,

AVAILABILITY, OR COMPLETENESS OF ANY INFORMATION, INCLUDING BUT NOT LIMITED TO ANY AI OUTPUT. IN NO EVENT SHALL CITY DETECT OR ANY

OF ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY DELAYS,

INTERRUPTIONS, SERVICE FAILURES, OR ANY OTHER ERRORS OR PROBLEMS

INHERENT IN THE INTERNET OR ANY OTHER ELECTRONIC COMMUNICATIONS OR COMMUNICATIONS SYSTEMS. NONE OF CITY DETECT, ITS AFFILIATES,

LICENSORS, OR SUPPLIERS IS A LAW FIRM AND DO NOT PROVIDE ANY LEGAL

ADVICE FOR OR IN CONNECTION WITH THE PRODUCT OR UNDER OR IN

CONNECTION WITH THE AGREEMENT OR THESE TERMS OF USE, AND NO LEGAL ADVICE IS BEING PROVIDED FOR OR THROUGH CUSTOMER’S ACCESS TO OR

USE OF THE PRODUCT OR ANY PROFESSIONAL SERVICES OR UNDER OR IN CONNECTION WITH THE AGREEMENT OR THESE TERMS OF USE.

8. ADDITIONAL SERVICES

8.1 Implementation Services. Any services provided by City Detect to Customer for the installation and implementation of City Detect Software and Devices (“Implementation Services”) are specified in the Order Form. Customer shall provide such information as City Detect shall reasonably request in order to carry out the Implementation Services in a timely manner and ensure that such information is complete and accurate in all material respects. Customer shall (a) cooperate with City Detect in all matters relating to the Implementation Services and (b) appoint an employee to serve as the primary contact with respect to the Agreement who will have the authority to act on behalf of Customer with respect to the Implementation Services.

8.2 Support. City Detect shall provide chat, phone, or email support (at City Detect’s sole discretion) to Customer from 9AM to 7PM Central Time, Monday through to Friday, business days. City Detect shall use commercially reasonable eﬀorts to respond to support requests within one business day and shall address (internally and externally) such support requests in a commercially reasonable manner. Support shall include, without limitation, troubleshooting system functionality, providing guidance on usage and workﬂow, and identifying and escalating issues which City Detect prioritizes, based on severity, scope and impact.City Detect shall have no obligation to provide any custom code development, API scripting, or contractual engineering services for Customer.

9. LIMITATION OF REMEDIES AND DAMAGES

9.1 EXCEPT FOR BREACHES OF SECTION 11 (CONFIDENTIAL

INFORMATION) AND INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 10, IN NO EVENT SHALL EITHER PARTY BE LIABLE CONCERNING THE SUBJECT

MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR

ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR

OTHERWISE), FOR ANY (A) LOSS OR INACCURACY OF DATA, LOSS OR

INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY,

GOODS OR SERVICES, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE,

SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT

LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL OR (C)

DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID UNDER THE 20 AGREEMENT HEREUNDER DURING THE PREVIOUS TWELVE (12) MONTHS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 NOTWITHSTANDING THE FOREGOING, WITH RESPECT TO ANY
FREE TRIAL, EVALUATION, OR BETA TEST OF THE PRODUCT, CITY DETECT’S

AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES IN RELATION THERETO WILL IN NO EVENT EXCEED $250 USD, REGARDLESS OF ANY THEORY OF

LIABILITY, AND NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT OR THESE TERMS OF USE TO THE CONTRARY.

10. INDEMNIFICATION

10.1 City Detect Indemniﬁcation. Subject to Section 10.3, City Detect shall defend and indemnify Customer from and against any third party claims, causes of action, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with such third party allegations that Customer's use of the Product in accordance with the Agreement, these Terms of Use, and the Documentation infringes or misappropriates any Intellectual Property Rights of such third party (other than any such allegations arising from or in connection with any information or images that may be observable from publicly-accessible pavements, roads, parking lots, or similar areas). If Customer's access to or use of the Product is, or in City Detect’s opinion is likely to be, subject to a claim of infringement, or if required by settlement, City Detect may, in its sole discretion:
(i) substitute similar products or services to the Product subject to such claim of infringement but such substitution shall provide substantially the same level of service, functionality, and features existing as of the effective date that the allegedly infringing Product became subject to such claim of infringement; (ii) modify the Product subject to such claim so as to avoid such claim of infringement but such modification shall provide substantially the same level of service, functionality, and features existing as of the Effective Date that the allegedly infringing Product became subject to such claim of infringement; (iii) procure for Customer the right to continue using the Product; or (iv) if options (i), (ii), and (iii) above are commercially unreasonable or impracticable as determined by City Detect in its sole discretion, then City Detect may terminate the Agreement and these Terms of Use upon written notice thereof to the Customer and thereafter refund to Customer the fees paid by Customer to City Detect for the portion of the Term which was paid by Customer but not rendered by City Detect. The foregoing defend and indemniﬁcation obligations of City Detect shall not apply if any such claim of infringement arises from or is in connection with: (1) any modification of the Product other than by City Detect or a third party engaged by City Detect; (2) any combination of the Product with any other software, hardware, equipment, products, services, or processes not expressly recommended or suggested by City Detect; (3) any use of the Product in a manner other than as expressly permitted in the Agreement, these Terms of Use, and the Documentation; or (4) any Customer Data or any third-party data, software, hardware, equipment, products, services, or processes contained within or included with the Product by Customer, an End User, or a third party engaged by Customer. This Section 10.1 sets forth City Detect’s sole and exclusive liability and Customer's sole and exclusive remedy with respect to any claim of Intellectual Property Rights infringement or misappropriation by or in connection with the Product.

10.2 Customer Indemniﬁcation. Subject to Section 10.3, Customer shall defend, indemnify, and hold harmless City Detect, its Affiliates, and its and their licensors, suppliers, affiliates, officers, directors, employees, and agents, from and against any and all third party claims, causes of action, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) any action taken (or not taken) by 21 Customer, based upon access to or use of the Product or its output, including but not limited to AI Output; (b) any collection and input of Customer Data in violation of law or this Agreement (c) any service or product offered, provided, accessed, or used by Customer in connection with or related to the Product; (d) any violation by Customer of Customer's representations and warranties in these Terms of Use; failure to require End User to comply with the terms of this Agreement and (f) any breach by Customer of the Agreement, these Terms of Use, or the Documentation.

10.3 Procedure. Any claim for indemniﬁcation hereunder requires that (a) the indemniﬁed party provides prompt written notice of the claim and reasonable cooperation, information, and assistance in connection therewith (provided that failure to provide such notice shall only relieve provide such notice shall only relieve the indemnifying party of its indemnity obligations if it is materially prejudiced by such failure), and (b) the indemnifying party shall have sole control and authority to defend, settle or compromise such claim. The indemnifying party shall not make any settlement that requires a materially adverse act or admission by the indemniﬁed party without the indemniﬁed party’s written consent (such consent not to be unreasonably delayed, conditioned or withheld). The indemnifying party shall not be liable for any settlement made without its prior written consent which consent shall not be unreasonably withheld, conditioned or delayed.

11. CONFIDENTIAL INFORMATION

11.1 Each party hereto acknowledges and agrees that all Software, code, inventions, know-how, business, technical and ﬁnancial information it obtains or receives (“Receiving Party”) from the disclosing party (“Disclosing Party”) under or in connection with the Agreement or these Terms of Use constitutes the conﬁdential information of the Disclosing Party (“Conﬁdential Information”), provided, that it is labeled or marked as conﬁdential, or identiﬁed, declared, or designated as conﬁdential at the time of disclosure, or should be reasonably known or understood by the Receiving Party to be conﬁdential due to the nature of the information disclosed and the circumstances surrounding its disclosure. Except for the rights granted to Customer herein and to the extent containing Customer Data, the Product, Analytical Data, Raw Data, AI Output, and the Agreement are deemed to be the Conﬁdential Information of City Detect without any requirement of any labeling, marking, identiﬁcation, declaration, or designation as conﬁdential. Customer Data shall be deemed to be the Conﬁdential Information of Customer without any requirement of any labeling, marking, identiﬁcation, declaration, or designation as conﬁdential, subject to the terms of Section 2 above. Except as expressly authorized herein, the Receiving Party will hold in conﬁdence and not use or disclose any Conﬁdential Information of the Disclosing Party. The Receiving Party’s nondisclosure obligations in this Section 11 shall not apply to information to the extent which the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Conﬁdential Information from the Disclosing Party; (b) is or has become public knowledge through no fault of the Receiving Party or its breach of this Section 11; (c) is rightfully obtained by the Receiving Party from a third party without breach of any conﬁdentiality obligation or this Section 11; or (d) is independently developed by employees of the Receiving Party who had no access or reference to Conﬁdential Information of the Disclosing Party; or Reports. If the Receiving Party is required to disclose any Conﬁdential Information of the Disclosing Party pursuant to an order of a court or governmental entity of competent jurisdiction, then the Receiving Party shall give advance written notice of such order to the Disclosing Party (to the extent not prohibited by such order) and aﬀord the Disclosing Party an opportunity to secure, at the Disclosing Party’s expense, a limiting, restrictive, or other remedy regarding such required disclosure. If the Disclosing Party is unable to secure such a limiting, restrictive, or other remedy regarding such Conﬁdential Information of the Disclosing 22 Party, then the Receiving Party shall disclose only that portion of such Conﬁdential Information of the Disclosing Party that the Receiving Party is required to disclose pursuant to such order.

The Receiving Party acknowledges and agrees that any disclosure of any Conﬁdential Information of the Disclosing Party in breach of this Section 11 may cause substantial harm to the Disclosing Party for which damages alone may not be a suﬃcient remedy for the Disclosing Party, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable (including injunctive) relief in addition to any other remedies it may be entitled to seek under the Agreement, these Terms of Use, at law, or in equity.

12. GENERAL TERMS

12.1 General Representations and Warranties. Each party represents and warrants that: (a) it is a duly organized and validly existing under the laws of the jurisdiction in which it is organized; (b) it has full power and authority, and has obtained all approvals, permissions and consents necessary, to enter into this Agreement, to perform its obligations and to grant the rights hereunder; (c) this Agreement is legally binding upon it and enforceable in accordance with its terms; and (d) the execution, delivery and performance of this Agreement does not and will not conﬂict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound.

12.2 Assignment. The Agreement and these Terms of Use will bind and inure to the beneﬁt of each party’s permitted successors and assigns. Neither party may assign the Agreement or these Terms of Use unless upon the advance written consent of the other party, provided, that City Detect may, without the prior written consent of Customer, assign the Agreement to an Affiliate or in connection with a merger, reorganization, acquisition, change of control, sale, or other transfer of all or substantially all of City Detect’s assets, business, or voting securities. City Detect shall provide Customer with written notice of any such assignment within thirty (30) days after the consummation of any such assignment. If City Detect assigns the Agreement hereunder, Customer shall be entitled to terminate the Agreement, if it so desires, as if terminating under Section 6.2 hereto. Any attempt to transfer or assign the Agreement or these Terms of Use except as expressly authorized under this Section 12.2 will be null and void.

12.3 Severability. If any provision of these Terms of Use shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that such provision and these Terms of Use shall otherwise remain in eﬀect.

12.4 Governing Law; Jurisdiction and Venue. The Agreement and these Terms of Use shall be governed by the laws of the state in which the Customer is located or headquartered, California and the applicable laws of the United States, without regard to any conﬂicts or choice of laws, rules, or provisions thereof. The exclusive jurisdiction and venue for any legal actions or proceedings between the parties hereto under or in connection with the Agreement or these Terms of Use shall be the state and federal courts located in the county and state where the Customer is located, Riverside County, and both parties hereto hereby submit to the personal jurisdiction of such courts and hereby waive and agree not to raise any objection that such courts represent an inconvenient forum.

12.5 Attorneys’ Fees and Costs. The prevailing party in any action to enforce the Agreement or these Terms of Use will be entitled to recover its attorneys’ fees and costs in connection with such action.
23 12.6 Notice. Any notice or communication required or permitted under these Terms of Use shall be in writing to the parties at their respective addresses of record or at such other address as may be given in writing by either party to the other in accordance with this Section

12.6 and shall be deemed to have been received by the addressee (a) if given by hand, immediately upon receipt; (b) if given by overnight courier service, the ﬁrst business day following dispatch; (c) if given by registered or certiﬁed mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail; or (d) if given by email, the day such email is sent or, if sent after 5:00 PM Central Time, the ﬁrst business day after such notice is sent.
●If to City Detect: Gavin Baum-Blake; [email protected] 2627 10th Ave Ste 131
Tuscaloosa, AL 35401
●If to Customer: City Manager Charles P. McClendon
760-770-0322
[email protected]

12.7 Amendments; Waivers. Except as otherwise set forth in applicable Order Forms, no supplement, modiﬁcation, or amendment of the Agreement or these Terms of Use shall be binding, unless executed in writing by a duly authorized representative of each party to the Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms of Use, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer will supersede these Terms of Use, and any such document relating to these Terms of Use shall be for administrative purposes only and shall have no legal effect.

12.8 Third Party Beneﬁciaries. Except as expressly set forth in these Terms of Use, no provisions of these Terms of Use are intended nor will be interpreted to provide or create any third-party beneﬁciary rights or any other rights of any kind in any other party.

12.9 Feedback. If Customer or its End Users provide City Detect with any feedback, questions, or suggestions regarding the Product (“Feedback”), Customer and its End Users hereby assign to City Detect all rights in such Feedback and agrees that City Detect shall own and have the right to use and fully exploit such Feedback and related information in any manner City Detect deems appropriate. Any Feedback provided by Customer or any End User will be non-conﬁdential and non-proprietary to Customer or any End User.

12.10 Publicity; References. Provided that City Detect complies with trademark usage requirements notiﬁed to it by Customer, City Detect may refer to Customer (including on its website and in its related marketing materials and communications) as one of City Detect’s customers and may use Customer’s logo as part of such reference(s). Upon prior written notice to Customer, City Detect may issue a press release announcing the relationship between City Detect and Customer.

12.11 Messaging. From time to time, Customer or its End Users may provide contact information to City Detect to facilitate the functions of the Product. Customer acknowledges 24 and consents, on behalf of each End User, to City Detect’s use of text and other messaging and communications to End Users for the purposes disclosed to Customer and/or its End User, as applicable, at the time of collection.

12.12 Entire Agreement. These Terms of Use, along with the Agreement, and Exhibits thereto, and related appendices and addendums, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of these Terms of Use. Customer acknowledges that a component of the Product is an online, subscription-based product, and that in order to provide improved customer experience City Detect may make changes to the Product provided that such changes provide the same level of service and functionality existing as of the Effective Date of the Agreement.

12.13 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under the Agreement or these Terms of Use (except for a failure to pay fees) if the delay or failure is due to unforeseen events which occur after the signing of the Agreement and which are beyond the reasonable control of such party, such as an act of God, a strike, blockade, war, act of terrorism, riot, pandemics, quarantines, natural disaster, failure or diminishment of power or telecommunications or data networks or services, data service failures, or refusal of a license by a government agency.

12.14 Independent Contractors. The parties to the Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. 1 This Platform Access and Services Agreement (this “Agreement”) is entered into and effective as the latest date signed by the parties (the “Effective Date”) by and between (a) City Detect Inc., a Delaware corporation (“City Detect”), and (b) the City of Cathedral City (“Customer”). This Agreement includes and incorporates Order Form (Exhibit A), the Terms of Use (Exhibit B), the Privacy Policy (Exhibit C), and the End User Terms of Use (Exhibit D).

By: City Detect Inc.

Title Date
Name
By: City of Cathedral City
Title Date
Name
Exhibit C
Privacy Policy
Last modified: November 19, 2024
Introduction
City Detect, Inc. (“Company” or “We”) respects your privacy and is committed to protecting it through our compliance with this policy.

This policy describes the types of information we may collect from you or that you may provide when you visit the website https://citydetect.com/, including any subdomains thereof (collectively, our “Website”), and our practices for collecting, using, maintaining, protecting, and disclosing that information.

This policy applies to information we collect:
•On the Website.
•In email, text, and other electronic messages between you and this Website.

It does not apply to information collected by:
•Us offline or through any other means, including on any other website operated by Company or any third party (including our affiliates and subsidiaries); or •Any third party (including our affiliates and subsidiaries), including through any application or content (including advertising) that may link to or be accessible from or through the Website.

Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Website. By accessing or using this Website, you agree to this privacy policy. This policy may change from time to time (see Changes to Our Privacy Policy). Your continued use of this Website after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates.

Children Under the Age of 16
Our Website is not intended for children under 16 years of age. No one under age 16 may provide any personal information to or on the Website. We do not knowingly collect personal information from children under 16. If you are under 16, do not use or provide any information on this Website or through any of its features, register on the Website, make any purchases through the Website, use any of the interactive or public comment features of this Website, or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 16 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 16, please contact us via email at [email protected].

California residents under 16 years of age may have additional rights regarding the collection and sale of their personal information. Please see your specific State Privacy Rights for more information.

Information We Collect About You and How We Collect It
We collect several types of information from and about users of our Website, including information:
3 •By which you may be personally identified, such as name, email address, telephone number, or any other identifier by which you may be contacted online or offline (“personal information”); and •About your internet connection, the equipment you use to access our Website, and usage details.

We collect this information:
•Directly from you when you provide it to us.
•Automatically as you navigate through the Website. Information collected automatically through a website may include usage details, IP addresses, and information collected through cookies, web beacons, and other tracking technologies.
•From third parties, for example, our business partners.

Information You Provide to Us
The information we collect on or through our Website may include:
•Information that you provide by filling in forms on our Website and interacting with Website features and functionalities. This includes information provided at the time of registering to use our Website, requesting further services, or editing records. We may also ask you for information when you report a problem with our Website.
•From time to time, this website may request information from you via surveys to conduct research about your opinion of current services or of potential new services that may be offered. Participation in these surveys is completely voluntary and you are not obligated to disclose the personal information requested such as your name, email address, mailing address, or demographic information (i.e., age, zip code). Survey information will only be used for purposes of monitoring or improving the use and satisfaction of this Website.
•Records and copies of your correspondence (including email addresses), if you contact us. •Your search queries on the Website.
•Other information you voluntarily provide to op in to receive future communications from us.

You also may provide information to be published or displayed (hereinafter, “posted”) on areas of the Website that are transmitted to other users of the Website or third parties (collectively, “User Contributions”). Your User Contributions are posted on and transmitted to others at your own risk.

Although we limit access to certain pages, please be aware that no security measures are perfect or impenetrable. Additionally, we cannot control the actions of other users of the Website with whom you may choose to share your User Contributions. Therefore, we cannot and do not guarantee that your User Contributions will not be viewed by unauthorized persons.

Information We Collect Through Automatic Data Collection Technologies As you navigate through and interact with our Website, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:
•Details of your visits to our Website, including traffic data, location data, logs, and other communication data and the resources that you access and use on the Website. 4 •Information about your computer and internet connection, including your IP address, operating system, and browser type.

The information we collect automatically may include personal information, or we may maintain it or associate it with personal information we collect in other ways or receive from third parties. It helps us to improve our Website and to deliver a better and more personalized service, including by enabling us to:
•Estimate our audience size and usage patterns.
•Store information about your preferences, allowing us to customize our Website according to your individual interests.
•Recognize you when you return to our Website.
•Analyze how users interact with our Website to identify trends, improve functionality, and enhance user experience.

The technologies we use for this automatic data collection may include:
•Cookies (or browser cookies). A cookie is a small file placed on the hard drive of your computer.

You may refuse to accept browser cookies by activating the appropriate setting on your browser.

However, if you select this setting, you may be unable to access certain parts of our Website. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Website.
•Web Beacons. Pages of our Website and our emails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).
•Behavioral Analytics Tools. We use tools such as Mixpanel to analyze user interactions with our Website, including click paths, time spent on pages, and feature usage. These tools help us understand how users engage with our Website and identify opportunities for improvement.

Mixpanel collects and processes data such as device information, IP addresses, and user activity. •Session Replay Tools. We use session replay tools such as LogRocket to record and replay user interactions with our Website. These tools allow us to review issues, diagnose bugs, and ensure the smooth functioning of our Website. The data captured may include mouse movements, clicks, keystrokes (excluding sensitive fields), and session metadata.

Third-Party Use of Cookies and Other Tracking Technologies Some content or applications on the Website are served by third-parties, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our Website. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services.

We do not control these third parties’ tracking technologies or how they may be used. If you have any questions about targeted content, you should contact the responsible provider directly. For information about how you can opt out of receiving targeted content from many providers, see Choices About How We Use and Disclose Your Information.
5 How We Use Your Information
We use information that we collect about you or that you provide to us, including any personal information:
•To present our Website and its contents to you.
•To provide you with information, products, or services that you or your organization request from us. •To fulfill any other purpose for which you provide it. •To provide you with notices about your account.
•To carry out our obligations and enforce our rights arising from any contracts entered into between you and us and your organization and us, including for billing and collection. •To notify you about changes to our Website or any products or services we offer or provide through it.
•To allow you to participate in interactive features on our Website. •In any other way we may describe when you provide the information. •For any other purpose with your consent.

We may also use your information to contact you about goods and services that may be of interest to you.

For more information, see Choices About How We Use and Disclose Your Information.

Disclosure of Your Information
We may disclose aggregated information about our users, and information that does not identify any individual, without restriction. We may disclose personal information that we collect, or you provide as described in this privacy policy:
•To our subsidiaries and affiliates.
•To your subscribing organization.
•To contractors, service providers, and other third parties we use to support our business. •To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of the Company’s assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by the Company about our users is among the assets transferred. •To fulfill the purpose for which you provide it.
•For any other purpose disclosed by us when you provide the information. •With your consent.

We may also disclose your personal information:
•To comply with any court order, law, or legal process, including to respond to any government or regulatory request.
6 •To enforce or apply our terms of use, end user terms of use, and other agreements, including for billing and collection purposes.
•If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of the Company, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.

Choices About How We Use and Disclose Your Information
We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:
•Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. If you disable or refuse cookies, please note that some parts of this site may then be inaccessible or not function properly. •Promotional Offers from the Company. If you do not wish to have your contact information used by the Company to promote our own or third parties’ products or services, you can opt-out by logging into the Website and adjusting your user preferences in your account profile by checking or unchecking the relevant boxes or by clicking the “unsubscribe” link in the body of the email. This opt-out does not apply to information provided to the Company as a result of a user registration, product service experience, or other transactions.

We do not control third parties’ collection or use of your information to serve interest-based advertising.

However, these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative (“NAI”) on the NAI’s website.

Residents of certain states, such as California, Nevada, Colorado, Connecticut, Texas, Virginia, Washington, and Utah may have additional personal information rights and choices. Please see your State Privacy Rights for more information.

Accessing and Correcting Your Information
You can review and change your personal information by logging into the Website and visiting your account profile page.

You may also send us an email at [email protected] to request access to, correct or delete any personal information that you have provided to us. We cannot delete your personal information except by also deleting your user account. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect.

Your State Privacy Rights
State consumer privacy laws may provide their residents with additional rights regarding our use of their personal information. To learn more about California residents’ privacy rights, visit https://oag.ca.gov/privacy/ccpa.

Colorado, Connecticut, Texas, Virginia, and Utah each provide their state residents with rights to:
7 •Confirm whether we process their personal information. •Access and delete certain personal information.
•Data portability.
•Opt-out of personal data processing for targeted advertising and sales.

Colorado, Connecticut, Texas, and Virginia also provide their state residents with rights to:
•Correct inaccuracies in their personal information, taking into account the information’s nature processing purpose.
•Opt-out of profiling in furtherance of decisions that produce legal or similarly significant effects.

To exercise any of these rights, you may submit a request via email to [email protected]. To appeal a decision regarding a consumer rights request you may submit a request via email to [email protected].

Nevada provides its residents with a limited right to opt-out of certain personal information sales. Residents who wish to exercise this sale opt-out rights may submit a request via email to [email protected].

Residents of states with privacy laws not specifically mentioned here may have additional rights under their respective laws.

Data Security
We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. All information you provide to us is stored on secure servers behind firewalls. Any payment transactions will be encrypted.

The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Website, you are responsible for keeping this password confidential. We ask you not to share your password with anyone.

Unfortunately, the transmission of information via the internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.

Data Retention
We retain personal information for as long as necessary to fulfill the purposes outlined in this Privacy Policy or as required by law. When personal information is no longer needed, we securely delete, anonymize, or otherwise de-identify it in accordance with applicable laws.

Marketing
Our Company would like to send you information about products and services of ours that we think you might like, as well as those of our affiliates.

If you have agreed to receive marketing, you may always opt out at a later date.

You have the right at any time to stop our Company from contacting you for marketing purposes or giving 8 your data to other affiliates of the Company.

If you no longer wish to be contacted for marketing purposes, please contact us via email at [email protected].

Data Protection Rights
We would like to make sure you are fully aware of all your data protection rights. Every user is entitled to the following:

The right to access: You have the right to request our Company for copies of your personal information.

We may charge you a small fee for this service.

The right to rectification: You have the right to request that our Company correct any personal information you believe is inaccurate. You also have the right to request our Company to complete information you believe is incomplete.

The right to erasure: You have the right to request that our Company erase your personal information, under certain conditions.

The right to restrict processing: You have the right to request that our Company restrict the processing of your personal information under certain conditions.

The right to object to processing: You have the right to object to our Company’s processing of your personal information, under certain conditions.

The right to data portability: You have the right to request that our Company transfer the personal information that we have collected to another organization, or directly to you, under certain conditions.

If you make a request, we have one month to respond to you. If you would like to exercise any of these rights, please contact us via email at [email protected].

Changes to Our Privacy Policy
It is our policy to post any changes we make to our privacy policy on this page. If we make material changes to how we treat our users’ personal information, we will notify you by email to the email address specified in your account or through a notice on the Website home page. The date the privacy policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Website and this privacy policy to check for any changes.

Contact Information
To ask questions or comment about this privacy policy and our privacy practices, contact us at:

Address: 2627 10th Ave Suite 131, Tuscaloosa, AL 35475
Email: [email protected]
To register a complaint or concern, you may submit your complaint or concern via email to [email protected].
9 Exhibit D
By clicking the “Accept” button you represent that you are duly authorized to access and use this City Detect Product as an authorized user of a customer of City Detect. Additionally, if you are a contractor or other authorized party that is not an employee of a customer of City Detect, you accept the End User Terms of Use located at https://app.citydetect.com/end-user- agreement and agree that you are legally bound by them. If you do not agree to these statements or to the End User Terms of Use (if applicable), do not click the “Accept” button in which case you will have no license to, and must not access or use, this City Detect Product.

End User Terms of Use
These End User Terms of Use (“User Terms”) govern your use of and access to the software as a service platform (along with all related updates, upgrades, Content (as defined below), Documentation (as defined below), Technology (as defined below), any hardware device(s), and associated web applications (along with all related Content, updates, upgrades, documentation, related services, devices, and new service offerings being referred to collectively as the “Product”) of City Detect Inc. (“City Detect”), including all user documentation for the Product provided by City Detect to the End User under these User Terms that describes the requirements, integration, operation, support, or maintenance of the Product (the “Documentation”), all audio, video, images, text, global positioning system (GPS), other geospatial and environmental data, and other types of content captured by Devices (“Content”), and insights or analysis of Content by artificial intelligence models and methodologies, including “human in the loop” review (“Technology”) provided to or accessed by you (“you” or “your”) for use pursuant to and subject to a Platform Access and Services Agreement (the “Agreement”) and its associated terms of use (the “Terms of Use”) between City Detect and the entity with which you are contracted to provide services (“Customer”).

1. Product Access. Subject to your compliance with these User Terms and Customer’s compliance with the Agreement and the Terms of Use, City Detect hereby grants you access to the Product and access to the Content and Technology solely in accordance with the Documentation, as accessed via the equipment provided by Customer and for Customer’s internal business purposes. The foregoing access will terminate immediately on the earlier to occur of:
(a) the expiration or earlier termination of the Agreement between City Detect and Customer; or
(b) your ceasing to be authorized by Customer to use the Product for any or no reason.

2. Use Restrictions. You shall not, directly or indirectly:
(a) use the Product, including Content, Technology, or Documentation except as set forth in Section 1;
(b) copy the Product, including Content, Technology, or Documentation, in whole or in part;
(c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Product, including Content and Technology, or any part thereof;
(d) combine the Product, including Content or any other part thereof, with, or incorporate the Product or any part thereof in, any other programs; (e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to 10 derive or gain access to the source code of the Product or any part thereof; (f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Product, including Content, Technology, or Documentation, including any copy thereof;
(g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Product, including Content and Technology, or any features or functionality of the Product, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider of Customer, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
(h) use the Product, including Content, Technology, or Documentation in, or in association with aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; (i) use the Product, including Content, Technology, or Documentation in violation of any law, regulation, or rule; or
(j) use the Product, including Content, Technology, or Documentation for purposes of competitive analysis of the Product, the development of a competing software product or service, or any other purpose that is to City Detect’s commercial disadvantage.

3. Collection and Use of Information.
(a) City Detect and its affiliates or service providers may, directly or indirectly, collect and store personally identifiable information about you in order to deliver the Product and perform its obligations under the Agreement.

Information collected by City Detect and its affiliates or service providers includes name, contact information, location, and other information for the proper function of the Product. This information is subject to City Detect’s privacy policy located attached as Exhibit C.
(b) City Detect may, directly or indirectly, collect publicly accessible information, which may include imagery from the public right of way, geographic locations, municipal government plans and focus areas, aggregated statistics, or other publicly accessible information.
(c) City Detect may, directly or indirectly through the services of others, collect and store information regarding use of the Product and about equipment on which the Product is installed or through which it otherwise is accessed and used, by means of (i) providing maintenance and support services and (ii) security measures included in the Product.
(d) You agree that City Detect may use the information identified in Sections 3(a) or 3(b) for any purpose related to any use of the Product, including but not limited to: (i) improving the performance of the Product, including the accuracy and interpretation of Content, or developing updates; (ii) verifying compliance with the terms of this Agreement and enforcing City Detect’s rights, including all intellectual property rights in and to the Product; and (iii) sharing and selling Technology insights, reports, or analysis to third parties. 11 4. End User Accounts. In order to access and use certain features of the Product, you must register for an account (an “End User Account”). You must keep user ID and password information strictly confidential and not share such information with any unauthorized person. You are responsible for maintaining the confidentiality of your End User Account login information and are fully responsible for activities that occur under your End User Account.

5. Intellectual Property Rights. You acknowledge that the Product, including the Content and Technology, is provided under license, and not sold, to you. You do not acquire any ownership interest in the Product, Content, or Technology under this Agreement, or any other rights to the Product, including Content and Technology, other than to use the Product in accordance with the license granted under this Agreement, subject to all terms, conditions, and restrictions. City Detect and its licensors, affiliates, and service providers, reserve and shall retain their entire right, title, and interest in and to the Product, including Content and Technology, and all intellectual property rights arising out of or relating to the Product, including Content, subject to the license expressly granted to the Customer in this Agreement. You shall safeguard the Product, including Content and Technology, from infringement, misappropriation, theft, misuse, or unauthorized access.

6. Disclaimer of Liability. In no event will City Detect or its affiliates, or any of its or their respective licensors or service providers, be liable to you for any use, interruption, delay, or inability to use the Product. You are provided the Product pursuant to an agreement between City Detect and Customer, solely for the benefit of Customer and at Customer’s discretion. You acknowledge that you have no rights under that Agreement including any rights to enforce any of its terms. Any obligation or liability City Detect or its affiliates, or any of its or their licensors or service providers, may have with respect to your use or inability to use the Product shall be solely to Customer pursuant to that Agreement and subject to all limitations of liability set forth therein.

7. Export Regulation. The Product may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Product to, or make the Product or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.

You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Product available outside the US.

8. Governing Law. These Terms of Use are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of California.

Cathedral City City CouncilJune 25, 2025

Cathedral City City Council
June 25, 2025