CLOSURE INTELLIGENCE
ORDER FORM
CUSTOMER NAME: Fontana Police Department (“Customer”)
OFFER VALID THROUGH: Aug 31, 2026
This Order Form (“Order Form”) is subject to terms of the Platform Services Agreement between Customer and Closure Intelligence, Inc. (“Closure”) dated _____________ (the “Services Agreement”). Capitalized terms used but not defined in this Order Form will have the meanings assigned to them in the Services Agreement.
Customer Order Contact:
Contact Name: Captain Angela Stover
Contact Email: [email protected]
Contact Phone: 9093567134
Billing Information:
Billing Email: [email protected]
SERVICES
Please select and initial one of the following Subscription Term options for the Closure Intelligence Platform License.
Service
Annual
Price
Subscription
Term
Total Value
Closure Intelligence Platform License $125,000
$280,000 3 Years $375,000
$840,000
Implementation & Configuration
Services**
$0
$75,000 N/A N/A
White Glove Training & Support $0
$50,000 N/A N/A
Definitions
● “Subscription Term” means a three (3) year service term in its entirety based on the agreed to prices quoted herein.
16498.00006\45376828.1
Contact Name: City of Fontana Police Department
Billing Address:
17005 Upland Avenue Fontana, CA
92335
2026-08-25
● “Implementation & Configuration Services” means the initial one-time setup and integration of the Closure Intelligence Platform for Customer, which may include, as requested and mutually agreed upon in writing, support for single sign-on (SSO), integrations with third-party platforms or internal systems, and related project management. Customer agrees to provide commercially reasonable participation and cooperation necessary to enable delivery of the Implementation & Configuration Services. Payment for Implementation & Configuration Services is due as specified in this Order Form and is non-cancelable.
● “White Glove Training & Support” includes the following:
○ Engineering Access: Direct, priority communication channel to the Closure engineering team for escalated issues and advanced troubleshooting. ○ Training & Onboarding: Training and onboarding session for Customer’s Users, conducted at Customer’s location or over video teleconferencing. ○ Training Resources: Unlimited access to Closure’s training content, documentation, and learning center resources for Customer and its designated Users.
○ Feature Previews: Early access to new, breaking product features and enhancements prior to general release.
Payment
● Discounts reflect Customer’s Design Partner Status. Renewals of this Order Form after the first Subscription Term will be subject to Closure’s then-current price for the Service. ● The fees set forth in this Order Form do not include any amounts that might be charged to Customer or Closure by Customer’s other vendors and services providers (e.g., API usage fees for an integrated service) or any amounts that might be incurred by Closure in connection with meeting any additional Customer requirements or providing any services or resources not expressly set forth in the Agreement (e.g., additional insurance coverage) (collectively, all such amounts, “Additional Charges”).
Service Allotments
● During the Subscription Term, Services shall include the following allotments:
o Eighteen thousand (18,000) hours of audio and/or video processing o Two million (2,000,000) pages of document processing
o Four million (4,000,000) images of linked media files ● Closure shall notify the Customer Order Contact in writing (which may include email) when Customer reaches any of the following allotments.
o Fifty percent (50%) of any allotment, and again upon
o Eighty percent (80%) of any allotment, and again upon o Full usage (100%) of any included allotment.
● Customer shall not be obligated to pay any overage charges incurred prior to the delivery of the applicable notices.
● Customer will have the option (via executed amendment to this Order Form) to purchase a service allotment increase (the “Allotment Increase”) that will increase the annual service allotments for the current term year by:
o Four thousand (4,000) hours of audio and/or video processing o One million (1,000,000) pages of document processing
o One million (1,000,000) images processed
Each Allotment Increase will increase the prevailing Annual Price by 10% for the current term year (with no proration). The Customer may purchase multiple Allotment Increases. 16498.00006\45376828.1
● If Customer does not purchase an Allotment Increase, and usage exceeds the included allotments, the excess shall be charged at the following rates for the remainder of the year:
o Two dollars and fifty cents ($2.50) per hour of audio and/or video processing o Two cents ($0.02) per page of documents processed
o Two cents ($0.02) per image processed
● All executed Order Forms are non-cancelable, except as expressly provided in this Order Form or the Services Agreement.
Other Terms:
● By signing this Order Form, Customer orders from Closure the Services described in this Order Form.
● In the event of a conflict between this Order Form, as executed by Customer and Closure, and a provision of the Services Agreement, the Order Form will control. Any changes made to this Order Form other than the execution of the signature block will be null and void and of no effect. No terms, provisions, or conditions of any purchase order will have any effect on the obligations of the parties under or otherwise modify this Order Form or the Services Agreement.
● This Order Form is effective as of the date of last signature below (the “Order Effective Date”).
Fontana Police Department
By:
Michael Dorsey
Title: Chief of Police
Date: 08/25/26
Closure Intelligence, Inc.
By:
Alex Carter
Title: Head of Business Operations
Date: 08/25/26
16498.00006\45376828.1
Michael Dorsey
Closure Intelligence, Inc.
Platform Services Agreement
This Platform Services Agreement (together with all Orders, the “Agreement”) is between Closure Intelligence, Inc. (“Closure”) and Fontana Police Department (“Customer”) and is effective as of (the “Effective Date”). This Agreement allows Customer and its Affiliates to purchase access to certain of Closure’s services as specified under one or more Orders. Certain capitalized terms are defined in Exhibit A and others are defined contextually in this Agreement.
Agreed as of the Effective Date by each party’s authorized representative:
Customer
Fontana Police Department
17005 Upland Avenue
Fontana, CA 92335
Closure
169 Madison Ave
STE 15345
New York, NY 10016
Signature
Michael Dorsey
Print Name
Chief of Police
Title
Primary Contact: Angela Stover
Primary Contact #: 9093567134
Email:[email protected]
Signature
Alex Carter
Print Name
Head of Business Operations
Title
Primary Contact: Alex Carter
Primary Contact #: 6508339753
Email: [email protected]
1. Services
1.1. Services can be purchased pursuant to Orders. During a Subscription Term, Customer may access and use the Services only for its internal purposes in accordance with the Documentation, this Agreement, and any limitations set forth in the applicable Order.
1.2. Closure will provide standard support and maintenance to Customer for the Service at no charge. In the event of a non-standard support and/or maintenance request by Customer, Closure shall notify Customer in writing (email acceptable) that such request is non-standard and shall communicate to Customer the current applicable rate. Upon Customer's written acceptance, Closure shall provide such non-standard support and maintenance for the Service at the current applicable rates.
2. Data
2.1. Use of Customer Data. Customer grants Closure the non-exclusive right, sublicensable to Closure’s Third-Party processors or subcontractors solely as necessary for them to perform the Services on Closure’s behalf, to use, copy, store, disclose, transmit, transfer, display, and modify Customer Data only as necessary to: (a) provide the Services; (b) derive or generate Product Data; and (c) as otherwise required by Laws or as agreed to in writing between the parties. Customer agrees and acknowledges that Closure may also Process log-in credentials and related information of Users in connection with Closure’s provision of the Services. Closure may not use identifiable 16498.00006\45376828.1
Michael Dorsey
Customer Data for purposes beyond providing the contracted services without the Customer's prior written approval. Closure shall refrain from using Customer’s name, logo, or identifiable information, such disclosure shall be allowed only upon receiving prior approval in writing from the City of Fontana Information Technology Director in consultation with the Chief of Police and/or his or her designee.
2.2. Product Data. Closure may Process Product Data for internal business purposes, such as to improve, support, develop, and maintain its current and future technology, products, and services, including to test and improve its models and algorithms.
2.3. Third-Party Data. Closure shall provide at-least thirty (30) days advanced notice in writing to Customer before a change in Third-Party processors or subcontractors with access to Customer Data. Any Third-Party Data that Closure may provide via the Services is governed by the third-party providers’ policies. Closure may choose to terminate the provision of any Third-Party Data if Closure’s rights to such Third-Party Data change.
3. Customer Obligations.
3.1. General. Customer is solely responsible for its Customer Data and will provide and maintain its Customer Systems. Customer represents and warrants that: (a) it has all rights necessary for Closure to integrate the Services with Customer’s systems, databases, Customer Data, and applicable Third-Party Data and Third-Party Platforms; (b) it has made all disclosures, provided all notices, and obtained all rights, consents, and permissions necessary for Closure to Process Customer Data as set forth in this Agreement; (c) Customer will ensure that its Users do not share log-in credentials (including between Users) for the Services; and (d) Customer will comply with Laws when using the Services. Customer is responsible for its Users’ compliance with this Agreement.
3.2. Illegal Content. Closure recognizes that Customer is a law enforcement agency and that Customer will use the Services exclusively for authorized law enforcement purposes. In that context, Closure understands that Customer may, in its official capacity, use the Services in connection with law enforcement investigations related to illegal content (“Illegal Content”), including without limitation child pornography and child sexual assault materials. Without limiting the generality of Customer’s obligations set forth in Section 3.1, Customer agrees that with respect to any Customer Data that is, or includes, Illegal Content, (a) Customer, and not Closure, is the exclusive owner, controller, and sole possessor of such Illegal Content; (b) to the extent that Closure receives any Illegal Content from, or Processes any Illegal Content on behalf of, Customer, Closure is acting exclusively at the direction of Customer as Customer’s agent; (c) Customer is solely responsible for, and holds Closure harmless with respect to, all requirements under Law related to or arising from the use, possession, storage, or other Processing of such Illegal Content, including without limitation all reporting and notification requirements related thereto.
3.3. CJIS Requirements. For any CJIS Data, Customer will comply with the following CJIS requirements: (a) Customer agrees to use training, policy and procedures to ensure Users use proper handling, processing, storing and communication protocols for Customer Data and Third-Party Data; (b) Customer agrees to protect the Services and all Third-Party Data, in each case, by monitoring and auditing staff user activity to ensure that it is only within the purview of system application development, system maintenance and the support roles assigned; (c) Customer will only provide access to the Services and any Third-Party Data through Customer-managed role-based access and applied sharing rules configured by Customer; (d) Customer agrees to create and retain activity transaction logs to enable auditing by Closure staff, CJIS, and any Third-Party Data owners; (e) Customer agrees to perform independent employment background screening for its staff at Customer’s own expense; and (f) Customer agrees to reinforce staff policies for creating User accounts with only one Customer domain email address for each User, with exceptions only as granted in writing by Closure.
3.4. Closure Cooperation. Closure will enter into a CJIS Security Addendum, in the form attached hereto as Exhibit B, or similar instrument if and to the extent required by the CJIS 16498.00006\45376828.1
Security Policy.
4. Third-Party Platforms.
Use of any Third-Party Platforms integrated into, or otherwise provided or used in connection with, the Services are subject to Customer’s agreement with the relevant provider. Closure disclaims all liability for Third-Party Platforms and their respective providers. By enabling a Third-Party Platform to interact with the Services, Customer authorizes Closure to access and exchange Customer Data with such Third-Party Platform on Customer’s behalf. Closure shall provide at-least thirty (30) days advanced notice in writing to Customer before a change occurs in Third-Party processors or subcontractors with access to Customer Data. Notice shall be provided to the City of Fontana Information Technology Director and Chief of Police. Customer shall have the right to review and object to any proposed changes in Third-Party processors and/or Subcontractors based on reasonable data security concerns by describing those concerns in writing in reasonable detail. Following a timely objection, the parties shall confer in good faith for a period of fifteen (15) days, during which Closure may propose measures to address Customer's concerns or elect not to proceed with the proposed change. If the objection remains unresolved at the end of that period Customer's sole and exclusive remedy shall be to terminate, upon written notice to Closure, either (a) the portion of the Services affected by the proposed change or (b) the Services in their entirety, and to receive a pro rata refund of fees prepaid by Customer for the terminated Services attributable to the period after the effective date of such termination. If Customer does not deliver a timely written objection, the proposed change shall be deemed accepted.
5. Commercial Terms.
5.1. Subscription Term. Each Subscription Term may be renewed only with the mutual written agreement of both parties. Each Subscription Term renewal shall be subject to at least 90 days advanced notice in writing before expiration of the Customer’s intent to renew the subscription term.
5.2. Fees and Taxes. Fees for the Services are described in each Order (“Fees”). Fees are invoiced as described on the schedule in the Order. Unless the Order provides otherwise, all Fees are due within 30 days of the invoice date. Fees for renewal Subscription Terms are at Closure’s then-current rates, regardless of any discounted pricing in any Order. All Fees are exclusive of Taxes and are non-refundable.
6. Restrictions.
Customer will not (and will not permit anyone else to) do any of the following: (a) provide access to a Service to a third party (other than Users for use in accordance with this Agreement); (b) use any Service on behalf of, or to provide any product or service to, third parties; (c) use any Service to develop a similar product or service; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to any Service, except to the extent such a restriction is expressly prohibited by Law (and then only with prior notice to Closure); (e) modify or create derivative works of any Service or copy any element of any Service; (f) remove or obscure any proprietary notices in any Service; (g) publish benchmarks or performance information about any Service, except as required by public transparency laws or as part of Customer’s normal governmental operations; (h) interfere with the operation of any Service, circumvent any access restrictions, or conduct any security or vulnerability test of any Service; (i) take any action that risks harm to others or to the security, availability, or integrity of any Service; (j) access or use any Service for any fraudulent activities or in any manner that violates any Law; or (k) send, store, input, upload, submit, transmit, or otherwise provide any viruses or any infringing, unlawful, or injurious materials to or in connection with the Services.
7. Disclaimers.
7.1. General. The Services are provided “AS IS”. Closure, on its own behalf and on behalf of its suppliers and licensors, makes no other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or noninfringement. Closure does not warrant that Customer’s use of the Services will be 16498.00006\45376828.1
uninterrupted or error-free, that Closure will review Customer Data for accuracy, or that it will maintain Customer Data without loss. Closure is not liable for (a) delays, failures, or problems inherent in use of the Internet and electronic communications or other systems outside Closure’s control; (b) any decisions, actions, or omissions that Customer or any Users make as a result of using the Services or any Reports obtained or accessed via the Services or in connection with use of the Services; (c) any Third-Party Data, or Third-Party Platform; (d) any trial, beta, or other evaluation products or services; or (e) any Service suspension.
7.2. Service Output. Customer is responsible for reviewing all Reports to ensure they are accurate and appropriate for their intended use, as well as for how the Services and any related results, materials, or outputs are used or relied upon by Customer and Users. Customers acknowledge that Reports and Service Output may: (i) contain errors or inaccuracies due to input quality or limitations of the underlying technology; and (ii) include Third-Party Data or other third-party content. Closure makes no representations or warranties about the accuracy, reliability, or error-free nature of Service Output and is not liable for Customer’s use of any Service Output.
Closure is not a law firm, it does not provide legal services or advice, and no attorney-client relationship is created. Any output generated are not legal advice and are not guaranteed to be correct, complete, or current.
8. Term and Termination.
8.1. Term; Termination. The term of this Agreement (the “Term”) starts on the Effective Date and continues until expiration or termination of all Orders. Either party may terminate this Agreement (including any or all Orders) by mutual written agreement or if the other party fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice. Customer’s obligation to pay any amounts due for those fiscal periods succeeding the current fiscal period are contingent upon appropriation or approval of funds for that purpose. If such funds become unavailable, then Customer may elect to terminate this Agreement by giving written notice of termination to Closure effective immediately or on such other date as Customer specifies in the notice. In such an event, Customer shall have no further liability to pay any funds to Closure or to furnish any other consideration under this Agreement, and Closure shall not be obligated to perform any provisions of this Agreement or to provide services intended to be funded pursuant to this Agreement. If partial funds are appropriated or provided, Customer shall have the option to either terminate this Agreement with no liability to Customer or offer a contract amendment to Closure to reflect the reduced amount, which Closure may accept or reject in its sole discretion.
8.2. Effect of Termination. Upon expiration or termination of an Order, Customer’s access to and Closure’s obligations to provide the Services described in the Order will cease. Upon expiration or termination, and prior to deletion of any Customer Data, Customer shall have the right to request an export of the applicable Customer Data for Customer’s own use and records. Closure shall reasonably cooperate with Customer to provide such export in a mutually acceptable format, provided that the parties are able to identify and agree upon a technically feasible format.
Closure shall not permanently delete or remove the applicable Customer Data from its systems until the export has been completed or Customer confirms in writing that no export is requested.
Customer Data and other Confidential Information, including all backup copies, shall be permanently deleted and removed from Closure’s systems within sixty (60) days after completion of the export, or within sixty (60) days after Customer confirms in writing that no export is requested.
Upon request by Customer, Closure shall provide confirmation in writing that all Customer Data has been deleted in its entirety.
8.3. Survival. These Sections survive expiration or termination of this Agreement: 2.2 (Product Data), 3 (Customer Obligations), 4 (Third-Party Platforms); 5.2 (Fees and Taxes), 6 (Restrictions), 7 (Disclaimers), 8.2 (Effect of Termination), 8.3 (Survival), 9 (Ownership), 11 (Limitations of Liability), 12 (Confidentiality), 13 (Required Disclosures), 15 (General Terms), and Exhibit A (Definitions). Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a 16498.00006\45376828.1
party may have.
8.4. Suspension. Closure may upon reasonable notice to Customer, immediately suspend or terminate Customer’s access to any or all of the Services if: (a) Customer breaches this Agreement; (b) Closure’s provision of any Service is prohibited or otherwise adversely affected by Laws or changes to Laws; (c) Customer’s actions risk harm to any of Closure’s other customers or the security, availability, or integrity of a Service; (d) Closure reasonably determines that there is a threat or potential threat or attack or potential attack on any Service; (e) any vendor suspends or terminates Closure’s access to or use of any products or services required for the Service; or (f) Customer’s Service usage substantially exceeds normal usage levels. 16498.00006\45376828.1
9. Ownership.
Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except as expressly provided in this Agreement, as between Customer and Closure, Customer retains all intellectual property rights and other rights in Customer Data and Service Output. Except for Customer’s use rights in this Agreement, Closure and its licensors retain all intellectual property rights and other rights in and to (a) the Services; (b) any work product or results of the provision, operation, or maintenance of the Services (other than Customer’s Service Output); (c) all Documentation and Product Data; (d) all Closure technology, templates, algorithms, formats, and dashboards; (e) all general skills, know-how, processes, methodologies, tools, techniques, routines, or technologies, in each case, that are created, adapted or used by Closure in its business generally; and (f) all modifications or improvements to any of the foregoing items set forth in subsections (a) through (e) made by or on behalf of Closure. If Customer provides Closure with feedback or suggestions regarding the Services or other Closure offerings, Closure may use the feedback or suggestions without restriction or obligation.
10. Indemnification.
Closure is required to defend and indemnify the Customer against any third-party claims alleging that the Services, when used as authorized under this Agreement, infringe the intellectual property rights of such third-party, including paying court-awarded damages, fines, and reasonable legal fees or settlement costs. These obligations apply only if the Customer promptly notifies Closure of the claim, allows Closure exclusive control over its defense and settlement, and provides reasonable cooperation at Closure’s expense (provided that Customer may participate in the defense with its own counsel at its own expense). Customer may not settle an indemnified claim without Closure’s prior written consent. Closure may not settle an indemnified claim without Customer’s prior written consent if the settlement would require the Customer party to admit fault or have non-monetary obligations. In the event of an infringement claim, Closure may, at its discretion, secure continued usage rights, replace or modify the Services to resolve the issue without reducing functionality, or terminate the affected subscription and refund any pre-paid, unused fees. Closure’s indemnity does not extend to claims arising from the Service Output, Customer’s unauthorized product modifications, use with unauthorized third-party products, unsupported software releases, or issues stemming from third-party products or customer data/materials, except to the extent such claims arise from Closure’s gross negligence, willful misconduct, violation of law, or breach of its confidentiality, data security, or privacy obligations. In addition to the foregoing, Closure shall indemnify, defend, and hold harmless Customer, the City, and their respective officers, officials, employees, agents, representatives, and volunteers from and against any and all third-party claims, demands, losses, liabilities, damages, fines, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to any actual or alleged data breach, privacy violation, cybersecurity incident, unauthorized access to or disclosure of Customer Data, City data, CJIS information, or other confidential, sensitive, or regulated information, Closure’s gross negligence or willful misconduct, or Closure’s violation of applicable law, regulation, or contractual confidentiality, data security, or privacy obligation. This IP indemnification is the Customer’s exclusive remedy and constitutes Closure’s complete liability solely for third-party intellectual property infringement claims and does not limit Closure’s indemnification obligations for the other matters described in this Section.
11. Limitations of Liability.
Both parties, their successors, assigns, Affiliates, and each of their suppliers, licensors, employees, officers, and agents, will not have any liability arising out of or related to this Agreement for (a) any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance or (b) any amounts that exceed, in aggregate, the amounts paid or payable by Customer to Closure pursuant to this Agreement during the 12 months prior to the date on which the applicable claim giving rise to the liability arose under this Agreement (the “Standard Cap”). The waivers and limitations in this Section 11 apply regardless of the form of action, 16498.00006\45376828.1
whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose. Notwithstanding anything to the contrary in this Agreement, the Standard Cap in this Section shall not apply to liability arising out of or related to Closure’s indemnification obligations, infringement or misappropriation of intellectual property rights, breach of confidentiality obligations, data breaches, cybersecurity incidents, unauthorized access to, use of, disclosure of, alteration of, or loss of Customer Data, City data, CJIS information, or other confidential, sensitive, or regulated information, gross negligence, willful misconduct, fraud, violation of law, or violation of applicable privacy, data security, cybersecurity, or CJIS requirements, for which Closure’s aggregate liability shall be limited to $1,000,000 (the “Enhanced Cap”). Subject to the limits herein, Closure shall remain responsible for all direct damages, legally recoverable damages, regulatory fines and penalties, notification costs, remediation costs, forensic investigation costs, credit monitoring costs, and reasonable attorneys’ fees arising from the foregoing excluded matters.
12. Confidentiality.
12.1. Definition. “Confidential Information” means information disclosed to the receiving party (“Recipient”) under this Agreement that is designated by the disclosing party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Closure’s Confidential Information includes any technical or performance information about the Services. Customer’s Confidential Information includes Customer Data. Customer’s Confidential Information also includes any data, records, files, content, materials, intellectual property, credentials, metadata, law enforcement information, CJIS information, personally identifiable information, or other confidential, sensitive, or regulated information that Closure or its subcontractors access, collect, receive, store, process, transmit, maintain, or generate on behalf of Customer or the City (other than Product Data), whether through the Services or through access to Customer’s or the City’s systems, networks, databases, or facilities.
12.2. Obligations. As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as expressly permitted in this Agreement; and (b) only use Confidential Information to fulfill its obligations and exercise its rights expressly set forth in this Agreement. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Closure is the Recipient, Closure may retain the Customer’s Confidential Information to the extent required to continue to provide the Services. Recipient may disclose Confidential Information to its employees, agents, contractors, subcontractors, and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 12 and they are bound to confidentiality obligations no less protective than this Section 12.
12.3. Exclusions. These confidentiality obligations do not apply to information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) the receiving party rightfully knew or possessed prior to receipt under this Agreement; (c) the receiving party rightfully received from a third party without breach of confidentiality obligations; (d) is released pursuant to Federal, State, Local Law, and/or the California Public Records Act, or (e) that is independently developed without using the other party’s Confidential Information.
12.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 12.
13. Required Disclosures.
Nothing in this Agreement prohibits either party from making disclosures, including of Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and reasonably cooperates in any effort to obtain confidential treatment. 16498.00006\45376828.1
14. Publicity.
Neither party may publicly announce that the parties have entered into this Agreement, except with the other party’s prior consent or as required by Laws.
15. General Terms.
15.1. Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement to a successor to all or substantially all of its business or assets to which this Agreement relates (including in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its assets or voting securities).
Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
15.2. Governing Law; Arbitration. This Agreement is governed by the laws of the State of California without regard to conflicts of laws provisions. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in the Inland Empire, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. This clause shall not preclude parties from (a) seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction and (b) seeking an injunction in any court of competent jurisdiction.
15.3. WAIVER OF JURY TRIAL. CUSTOMER AND CLOSURE HEREBY IRREVOCABLY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER IN CONTRACT, STATUTE, TORT (SUCH AS NEGLIGENCE), OR OTHERWISE) RELATING TO THIS AGREEMENT.
15.4. Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.
15.5. Notices. Except as set out in this Agreement, any notice or consent under this Agreement must be in writing to the addresses on the first page and will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if by certified or registered U.S. mail (return receipt requested); (c) one day after dispatch if by a commercial overnight delivery service; or (d) upon confirmation of receipt by email to the email address set forth for the party on the signature block of this Agreement or, if no confirmation has been received, one business day after the date of sending. Either party may update its address with notice to the other party. Closure may also send operational notices to Customer through the Services.
15.6. Entire Agreement. This Agreement (which includes all Orders) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.
15.7. Amendments. Any amendments, modifications, or supplements to this Agreement must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by Closure. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Closure; any of these Customer documents are for administrative purposes only and have no legal effect.
15.8. Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary, so the rest of this Agreement remains in effect.
15.9. Government Terms. Elements of the Services are commercial computer software. If the 16498.00006\45376828.1
user or licensee of the Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Services were developed fully at private expense. All other use is prohibited.
15.10. Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control.
15.11. Subcontractors. Closure may use subcontractors and permit them to exercise Closure’s rights under this Agreement as long as (i) Closure remains responsible for their compliance and overall performance under this Agreement and (ii) Closure provides Customer with 60 days’ advance written notice of changes to subcontractors that will Process Customer Data.
15.12. Independent Contractors. The parties are independent contractors, not partners or joint venturers.
15.13. Conflicts in Interpretation. If there are inconsistencies or conflicts between the terms of the body of this Agreement and the terms of any schedules, exhibits, attachments, addenda, policies, and other documents attached to or incorporated by reference in this Agreement, the order of precedence is as follows: (a) the terms contained in the body of this Agreement; (b) the terms of the schedules, exhibits, attachments, addenda, and policies to this Agreement; and (c) the Documentation.
15.14. Insurance Requirements. Exhibit C, attached hereto, sets forth the minimum insurance amounts and coverages that Closure shall maintain for the duration of this Agreement.
15.15. Service Level Requirements. Exhibit D, attached hereto, sets forth the minimum Service Level Requirements that Closure shall maintain for the duration of this Agreement. 16498.00006\45376828.1
EXHIBIT A
Definitions
1.1. “Affiliate” means an entity directly or indirectly owned or controlled by a party, where “ownership” means the beneficial ownership of 50% or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.
1.2. “CJIS Data” means Customer Data that is subject to the requirements of the CJIS Security Policy set forth by the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Division.
1.3. “Criminal Justice Information Services Division” or “CJIS” means the FBI division responsible for the collection, warehousing, and timely dissemination of relevant criminal justice information to the FBI and to qualified law enforcement, criminal justice, civilian, academic, employment and licensing agencies.
1.4. “Customer Data” means any data or information that: (a) Customer (including its Users) submits to the Services, including from Third-Party Platforms; and (b) is Processed by Closure to provide the Services to Customer.
1.5. “Customer Systems” means Customer’s hardware, software, other technology, and infrastructure that Customer is required to provide and maintain in order for Customer to access and use the Services.
1.6. “Documentation” means the then-current version of Closure’s usage guidelines and standard technical documentation for the Services that Closure makes generally available to its customers of the applicable Services.
1.7. “Laws” means all applicable relevant local, state, federal and international laws, regulations and conventions.
1.8. “Order” means an order form that describes the Services being purchased by Customer that is executed by the parties and references this Agreement.
1.9. “Process” or “Processed” means to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process.
1.10. “Product Data” means information generated from the use of the Services, which data does not identify Users, any other natural human persons, or Customer, such as technical logs, data, and learnings about Customer’s use of the Services, or anonymized or aggregated versions of Customer Data that no longer identify Customer or any specific individual, but expressly excluding any identifiable Customer Data.
1.11. “Report” means any information, reports, outputs, or other materials obtained or accessed via, or provided by the Services, including Service Output.
1.12. “Service” or “Services” means the then-current version of Closure’s proprietary platform and other Services that are identified in the relevant Order.
1.13. “Service Output” means any data, text, software, audio, video, images, content, computational results, predictions, recommendations, decisions, output, or other information or 16498.00006\45376828.1
material that is provided by the Service, derived from Customer Data, and provided to Customer or its Affiliates, or any of their employees, agents, consultants, third-party contractors, vendors, customers, or end users.
1.14. “Subscription Term” means the period during which Customer’s subscription to access and use the Services is in effect, as identified in the applicable Order.
1.15. “Third-Party Data” means any third-party data that is licensed from third party vendors and made accessible via the Service. For clarity, Third-Party Data does not include any Customer Data.
1.16. “Third-Party Platform” means any third-party platform, database, add-on, service, or product not provided by Closure that Customer elects to integrate or enable for use with any Service.
1.17. “User” means any employee or contractor of Customer or its Affiliates that Customer allows to use the Services on Customer’s behalf.
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EXHIBIT B
CJIS Security Addendum
(see attached)
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EXHIBIT C
Insurance Requirements
1. Insurance.
1.1 Required Coverages. Closure must maintain in force, during the full term of the Agreement, insurance in at least the following amounts and coverages:
(a) Commercial General Liability Insurance with limits not less than $2,000,000 each occurrence, or $4,000,000 in the aggregate, for bodily injury and property damage, including contractual liability, personal injury, products and completed operations.
(b) Automobile Liability Insurance: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or, if Closure has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits not less than $1,000,000 per accident for bodily injury and property damage.
(c) Workers’ Compensation, in statutory amounts, with
employers’ liability limits not less than $1,000,000 for each accident, injury, or illness. (d) Professional Liability Insurance, applicable to Closure’s profession, with limits not less than $4,000,000 for each claim with respect to negligent acts, errors or omissions in connection with the Services. (e) Technology Errors and Omissions Liability Insurance, with limits of $4,000,000 for each claim and each loss. If the policy is written on a claims-made basis, the retroactive date must be on or before the commencement of the Services, and the coverage must remain in force for at least three (3) years following the termination of the Services. The policy shall at a minimum cover professional misconduct or lack of the requisite skill required for the performance of Services defined in this Agreement and shall also provide coverage for the following risks:
(i) Network security liability arising from the unauthorized access to, use of, or tampering with computers or computer systems, including hacker attacks; and
(ii) Liability arising from the introduction of any form of malicious software including computer viruses into or otherwise causing damage to Customer’s or third person’s computer, computer system, network, or similar computer related property and the data, software, and programs thereon.
(f) Cyber and Privacy Liability Insurance with limits of not less than $3,000,000 per claim, and $3,000,000 in the aggregate. Such insurance shall include coverage for liability arising from theft, dissemination, and/or use of confidential information, including but not limited to, bank and credit card account information or personal information, such as name, address, social security numbers, protected health information or other personally identifiable information, stored or transmitted in electronic form.
(g) Shared Limits. A single policy that affords two or more of the coverages required by Section 1.1.1 satisfies each such requirement, provided that the applicable per-claim limit is available for each such coverage. Closure is not required to maintain separate policies or separate limits for each such coverage.
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2.1 Other Insurance Provisions. The insurance policies required by Section 1.1.1 are to contain, or be endorsed to contain, the following provisions:
(a) Additional Insured Status. Customer, and their respective officers, officials, employees, and volunteers are to be covered as additional insureds on the commercial general liability policy with respect to liability arising out of work or operations performed by or on behalf of Closure, including materials, parts, or equipment furnished in connection with such work or operations. Coverage may be provided in the form of an endorsement to Closure’s insurance at least as broad as ISO Form CG 20 10 11 85, or both ISO Forms CG 20 10 and CG 20 37 if later revisions are used; ISO Form CG 20 15 12 19 is also acceptable. This Section only applies to the coverage required by Sections 1.1.1(a).
(b) Primary Coverage. For any claims related to this
Agreement, Closure’s insurance coverage shall be primary and non-contributory, with coverage at least as broad as ISO Form CG 20 01 12 19, as respects Customer, and their respective officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by Customer, or their respective officers, officials, employees, or volunteers shall be excess of Closure’s insurance, including any excess policies, and shall not contribute with it.
(c) Umbrella or Excess Policy. Closure may use umbrella or excess policies to provide the liability limits required by this Exhibit C. Such policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as that provided on the underlying commercial general liability insurance. (d) Notice of Cancellation. Each insurance policy required by this Exhibit C shall state that coverage shall not be canceled except with notice to Customer.
(e) Waiver of Subrogation. Closure hereby grants to Customer a waiver of any right to subrogation which any insurer of Closure may acquire against Customer by virtue of the payment of any loss under such insurance. Closure agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation and to provide a copy to Customer, but this provision applies regardless of whether or not an endorsement has been issued.
(f) Self-Insured Retentions. Self-insured retentions must be declared to and approved by Customer. Customer may require Closure to purchase coverage with a lower retention or to provide proof of ability to pay losses and related expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or Customer.
(g) Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M.
Best’s rating of no less than A-:VII, unless otherwise acceptable to Customer. (h) Claims-Made Policies. If any of the required policies provide coverage on a claims-made basis: (i) the retroactive date must be shown and must be before the Effective Date or the date Closure begins performing the Services, whichever is earlier; (ii) insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the Services; and (iii) if coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the Effective Date, Closure must purchase “extended 16498.00006\45376828.1
reporting” coverage for a minimum of five (5) years after completion of the Services. With respect to the coverage required by Section 1.1.1(e), the periods in clauses (ii) and (iii) are three (3) years, as provided in that Section.
(i) Verification of Coverage. Closure shall furnish
Customer with original certificates and amendatory endorsements, or copies of the applicable policy language, effecting the coverage required by this Exhibit C.
All documents are to be received and approved by Customer before the Services commence. However, failure to obtain the required documents prior to the commencement of the Services shall not waive Closure’s obligation to provide them. Customer reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
(j) Subcontractors. Closure shall require and verify that all subcontractors maintain insurance meeting all of the requirements stated in this Exhibit C, and Closure shall ensure that Customer is an additional insured on insurance required from subcontractors.
(k) Special Risks or Circumstances. Customer reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
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EXHIBIT D
Service Level Requirements
1.1 Availability Service Level:
1.1.1 Definitions:
(a) Actual Uptime: The total minutes in the reporting month that the Services were actually available to Users for normal use. (b) Scheduled Downtime: The total minutes in the reporting month during which Scheduled SaaS Maintenance was performed. (c) Scheduled Uptime: The total minutes in the reporting month less the total minutes represented by the Scheduled Downtime.
1.1.2 Service Level Standard.
(a) Calculation: (Actual Uptime / Scheduled Uptime) * 100 = Percentage Uptime (as calculated by rounding to the second decimal point)
1.2 Availability of Services. Closure (or its hosting service contractor) shall host an application to provide the Services (the “SaaS Services”) on computers owned or controlled by Closure (or its contractor) for Customer to use according to the terms herein.
1.2.1 Hosted System Uptime. Other than Scheduled SaaS Maintenance as described in Section 1.2.2, emergency maintenance as described in Section 1.2.4, and Force Majeure as described in Section 15.10 of the Agreement, Closure shall achieve a Percentage Uptime of 99% for the SaaS Services.
1.2.2 Schedule SaaS Maintenance.
(a) “Scheduled SaaS Maintenance” means the time (in minutes) during the month, as measured by Closure, in which access to the SaaS Services is scheduled to be unavailable for use by Customer due to planned system maintenance and major version upgrades.
(b) Scheduled SaaS Maintenance shall not exceed an average of 4 hours per month over a twelve (12) month period except for major scheduled upgrades.
1.2.3 Unscheduled SaaS Maintenance. Closure shall use commercially reasonable efforts to prevent more than one (1) hour of continuous down time during business hours in any month for which unscheduled SaaS maintenance is required.
1.2.4 Emergency Maintenance. If Force Majeure events or emergencies arise or continue, Closure shall be entitled to take any actions that Closure, in good faith, determines is necessary or advisable to prevent, remedy, mitigate, or otherwise address actual or potential harm, interruption, loss, threat, security or like concern to any of the SaaS Services. Such emergency maintenance may include, but is not limited to: analysis, testing, repair, maintenance, re-setting and other servicing of the 16498.00006\45376828.1
hardware, cabling, networks, software and other devices, materials and systems through which access to and/or use of the SaaS Services by Customer is made available. Closure shall endeavor to provide advance written notice of such emergency maintenance to Customer as soon as is reasonably possible.
1.2.5 Notice of Unavailability. In the event there will be more than thirty (30) minutes down time of any SaaS Services components for any reason, including but not limited to, Scheduled SaaS Maintenance or emergency maintenance, Closure shall provide notice to users by posting a web page that indicates that the site is temporarily unavailable and to please come back later. Closure shall also provide advanced e-mail notice to [email protected] and the Chief of Police which will include at least a brief description of the reason for the down time and an estimate of the time when Customer can expect the site to be up and available.
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Audit trail
Details
FILE NAME (Execution Version) FPD - Closure Intelligence Inc. - Order Form and Platform Services Agreement (08.25.26)-c1.docx - 8/25/26, 4:51 PM.pdf
STATUS Signed
STATUS TIMESTAMP 2026/08/25
23:52:23 UTC
Activity
SENT
[email protected] sent a signature request to:
Alex Carter ([email protected])
2026/08/25
23:51:25 UTC
SIGNED Signed by Alex Carter ([email protected]) 2026/08/25 23:52:23 UTC
COMPLETED This document has been signed by all signers and is complete 2026/08/25 23:52:23 UTC
The email address indicated above for each signer may be associated with a Google account, and may either be the primary email address or secondary email address associated with that account.
Signature:
Email:
michael DOrsey (Aug 25, 2026 17:57:45 PDT)
michael DOrsey
[email protected]
(Execution Version) FPD - Closure Intelligence
Inc. - Order Form and Platform Services
Agreement (08.25.26)-c1.docx - 8_25_26
4_51 PM
Final Audit Report 2026-08-26
Created: 2026-08-26
By: Angela Stover ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAl_tSdXhnoDh8po-Xp5ve-koOu6c984yQ "(Execution Version) FPD - Closure Intelligence Inc. - Order For m and Platform Services Agreement (08.25.26)-c1.docx - 8_25_ 26 4_51PM" History
Document digitally presigned by Google LLC
2026-08-25 - 11:52:25 PM GMT
Document created by Angela Stover ([email protected]) 2026-08-26 - 0:55:07 AM GMT
Document emailed to [email protected] for signature 2026-08-26 - 0:56:24 AM GMT
Email viewed by [email protected]
2026-08-26 - 0:56:57 AM GMT
Signer [email protected] entered name at signing as michael DOrsey 2026-08-26 - 0:57:43 AM GMT
Document e-signed by michael DOrsey ([email protected]) Signature Date: 2026-08-26 - 0:57:45 AM GMT - Time Source: server - Signature Appearance Selected: TYPE Agreement completed.
2026-08-26 - 0:57:45 AM GMT