HomeMy WebLinkAboutClearview AI, Inc./CPD/$14,995/Clearview Search Clearview Mobile - ASACzKpoPcfsmboefsbu4;57qn-Kvo39-3133
DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63
subcontract for the performance of any work under and pursuant to this Agreement, it shall fully comply with
the Indiana E-Verify Law as regards each such sub-contractor. Should the Vendor or any sub-contractor
violate the Indiana E-Verify law, the City may require a cure of such violation and thereafter, if no timely cure
is performed, terminate this Agreement in accordance with either the provisions hereof or those set forth in the
Indiana E-Verify Law. The requirements of this paragraph shall not apply should the E-Verify program cease
to exist.
8. PAYMENT TERMS:
Upon receipt of the invoice as outlined in the Agreement, the City shall pay Vendor for such goods and services
within thirty-five (35) days after the date of City’s receipt of Vendor's invoice detailing same, so long as and to
the extent such goods and services are not disputed, are in conformance with the specifications set forth in
the Agreement and Vendor has otherwise performed and satisfied all the terms and conditions of this
Addendum and the Agreement. All payment and any late payments fees shall be pursuant to Indiana Prompt
Payment Statute; Ind. Code 5-17-5- et al.
9. NON-APPROPRIATION:
In the event no funds are appropriated for the Agreement or its renewal in 2022 through 2023 budgets or any
subsequent budgets by the City’s legislative body, the City, upon providing written notice to Vendor, has the
right to terminate the Agreement at the end of each fiscal year without penalties of any sort.
10. REQUIRED DISCLOSURE:
In addition to any exceptions to disclosing of confidential information referenced in the Agreement, the City,
upon consulting and providing notice to Vendor, may disclose such confidential information if such disclosure
is required by any federal or state law. The City shall not disclose any information that would be deemed
proprietary or constitute a trade secret unless ordered so by a court of competent jurisdiction.
11. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Addendum
or the Agreement, including Vendor’s warranties; (b) fails to provide the goods and services as specified in
this Addendum and the Agreement; (c) fails to make progress so as to endanger timely and proper provision
of the goods and services and does not correct such failure or breach within five (5) business days (or such
shorter period of time as is commercially reasonable under the circumstances) after receipt of notice from the
City specifying such failure or breach; or (d) becomes insolvent, is placed into receivership, makes a general
assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder,
City shall have the right to (1) terminate all or any parts of the Agreement and this Addendum, without liability
to Vendor; and (2) exercise all other rights and remedies available to City at law and/or in equity.
12. CONSULTATION PRIOR TO LEGAL ACTION:
Prior to filing any legal action, Parties agree to have good faith consultations, and each be given an opportunity
to correct any such default as outlined in this Addendum and the Agreement.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
2
DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63
DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63
Not Present
7/7/2022
7/7/2022
7/7/2022
ITT Overdue since 2022-05-15
Q. Clearview.ai
Service Agreement for
Carmel Police Department
@Clearview.ai
Clearview Al
United States ofAmerica
Brian Levesque
Signatory
Carmel Police Department
United States ofAmerica
Charlie Harting
Signatory+
Add colleague
Signing was possible until 2022-05-15 (yesterday) .
Download as PDF
https://app.oneflow.com/api/agreements/2933965/assets/c,
redirect=true&download==oneflow-
2933965.pdf&at==75d0d6b6a6d8bb4beb3906bffafafd7c49"i
Signing is no longer possible
Go to setting to extend the signing period.
Sign
Powered by
Options V
oneflow.com?utm_source==application&utm_medium==guest&utm_campaign=:=contract-
Exhibit A
DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63
powerea-oy-tooterJ
PURCHASE ORDER FORM
SUBSCRIPTION TERMS
Clearview Al shall provide a license to use its technology as follows:
Customer: Carmel Police Department
Product: Clearview Search and optionally, Clearview Mobile
of Users: Unlimited Law Enforcement Authorized Users at 130
Duration: 36 months of price protection
Term of Service:
For first-time customers: 36 months from signing date
For renewal customers: 36 months from Renewal Date (one
day afterexpiration of previous serviceterm)
Includes:
Unlimited Searches
Installation, systems integration, configuration
Online Training Sessions
Premium Help Desk Support: Phone Support, Email Support,
Remote Access Support & IT Support
Annual search engine maintenance and system upgrades
Annual Maintenance Plan with patch and emergency fixes
Annual Software Upgrades including major and minor
software version releases
Customized Gallery Enrollment including arrest photos, OMV
Photos, or any other image repositorydefined by the client
Annual Cost - Unlimited
Year 1 -$14,995 for unlimited Authorized Users within your agency
Year 2 -$14,995 for unlimited Authorized Users within your agency
90-day written notification to cancel is required if year 2 is not
funded)
Year 3 -$14,995 for unlimited Authorized Users within your agency
90-day written notification to cancel is required if year 3 is not
funded)
Total cost: $44,985
Please Note: Quote is valid for 30 days. Payment terms are Net-30.
@.Clearview.ai
Clearview Al
United States of America
Brian Levesque
Signatory
Carmel Police Department
United States of America
Charlie Harting
Signatory
Add colleague
Signing was possible until 2022-05-15 (yesterday).
A, Download as PDF
https://app.oneflow.com/api/agreements/2933965/assets/c,
redirect=true&download=oneflow-
2933965.pdf&at=75d0d6b6a6d8bb4beb3906bffafafd7c49'i
Signing is no longer possible
Go to setting to extend the signing period.
Sign
Late payments are subject to a late fee. Options V
Powered by (//oneflow.com?utm_source=application&utm_medium=guest&utm_campaign=contract-
DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63
po.w.ered-OV-TOOt rlThisquoteIssubJect to the Clearview Al, Inc. Service Agreement
Terms and the User Code of Conduct.
@. Clearview.a i
CleaNiewAI
United States of America
Brian Levesque
Signatory
Carmel Police Department
United States ofAmerica
Charlie Harting
Signatory
Add colleague
Signing was possible until 2022-05-15 (yesterday) .
A. Download as PDF
https://app.oneflow.com/api/agreements/2933965/assets/c,
redirect=true&download=oneflow-
2933965.pdf&at=75d0d6b6a6d8bb4beb3906bffafafd7c49i
Signing is no longer possible
Go to setting§. to extend the signing period.
Sign
Powered by
i Options V ,
oneflow.com?utm_source=application&utm_medium=guest&utm_campaigi1::.eontr:actc ____
DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63
powered-by-tooter)
This purchase order is submitted by Customer (as identified on this purchase
order) on behalf of Customer (as identified on this purchase order) and is subject
to Clearview Al, lnc.'s ("Clearview") online Terms of Service attached hereto and
located https://www.clearview.ai/termsofservice) and User Code of Conduct
located https://www.clearview.ai/codeofconduct). unless Clearview and
Customer have negotiated and executed a separate written agreement, in which
case, that separate agreement will govern. Customer's execution of this purchase
order, use and access of the Clearview Services, or payment of the monies
identified in this purchase order to Clearview shall be deemed to be full
acceptance by Customer of Clearview'sTerms of Service and User Code of
Conduct. Customer's access Clearview'sService and products may be
suspended unless and until payment is received by Clearview. Customer
understands and agrees that use and access to Clearview Service is limited to
individuals who are employed by or under the legal direction of the Customer
and is either (i) a law enforcement professional, or (ii) authorized to perform
investigative tasks on behalf of the Customer. In no event shall Clearview's
aggregate liability arising under or related to Customer's use and access of the
Service exceed the total monies paid by Customer under this purchase order.
Clearview Terms of Service -3.8.22 PDF (14 pages)
CVAI W9 v 10.21.21 PDF (4 pages)
ID 2933965
@Clearview.ai
Clearview Al
United States of America
Brian Levesque
Signatory
Carmel Police Department
United States of America
Charlie Harting
Signatory
Add colleague
Signing was possible until 2022-05-15 (yesterday).
Download as PDF
https://app.oneflow.com/api/agreements/2933965/assets/c,
redirect=true&download=oneflow-
2933965.pdf&at=75d0d6b6a6d8bb4beb3906bffafafd7c49i
Signing is no longer possible
Go to setting§. to extend the signing period.
Sign
Powered by
Options V
oneflow.com?utm_source=application&utm_medium=guest&utm_campaign=contract-
DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63
CLEARVIEW Al. INC TERMS OF SERVICE
CLEARVIEW Al, INC. SERVICE AGREEMENT TERMS
IMPORTANT, READ CAREFULLY: YOUR USE OF AND ACCESS TO THE CLEARVIEW WEBSITE, PROD UCTS,
SERVICES AND ASSOCIATED SOFTWARE OF CLEARVIEW Al, INC. AND ITS AFFILIATES, SUBSIDIARIES AND
RELATED ENTITIES (COLLECTIVELY, "CLEARVIEW") IS CONDITIONED UPON YOUR COMPLIANCE WITH AND
ACCEPTANCE OF THESE TERMS AND THE USER CODE OF CONDUCT. PLEASE REVIEW THOROUGHLY BEFORE
ACCEPTING.
BY CLICKING/CHECKING THE "I AGREE" BUTTON/BOX, ACCESSING THE CLEARVIEW WEBSITE OR BY
UTILIZING THE CLEARVIEW SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL
EXHIBITS, ORDER FORMS, AND INCORPORATED POLICIES (THE "AGREEMENT", OR "TERMS"). CLEARVIEW
SERVICES ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE
TERMS OF SERVICE.
This Agreement is between Clearview Al, Inc., a Delaware corporation with a business address of 99 Wall Street, #5730,
New York, NY 10005, and You ("You" or "Customer''), and sets forth the terms and conditions by which Clearview will make
its Services available to You. Clearview and Customer are sometimes referred to individually as "party", and collectively as
parties". Clearviewmay provide any of the Services hereunder through any of its Affiliates. If You order Services or Products
through an on-line registration page, a trial account, through an Authorized Reseller, a Clearview services agreement, or
an order form (each an "Order Form"), the Order Form may contain additional terms and conditions and information
regarding the Services You are ordering. Unless otherwise expressly set forth in any such additional terms and conditions
applicable to the specific Service which You choose to use, those additional terms are hereby incorporated into this
Agreement in relation to Your use of that Service. In the event of a conflict between the Order Form and this Agreement,
the Order Form will prevail.
System Requirements: Use of the Services requires one or more compatible devices, Internet access (fees may apply),
and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of
the Services involves hardware, software, and Internet access, Your ability to access and use the Services may be affected
by the performance of these factors. High speed Internet access is recommended. You acknowledge and agree that such
system requirements, which may be changed from time to time, are Your responsibility.
Disclaimer: Search results established through Clearview and its related systems and technologies are indicative not
definitive. Clearview makes no guarantees as to the accuracy of its search-identification software. Law enforcement
professionals must conduct further research in order to verify identifying information or other data discovered on third
party sites by any Clearview system or included in Clearview search results. Clearview is neither designed nor intended
to be used as a single-source system for establishing the identity of an individual.
Confidential and Proprietary
V.3.8.22
DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63
The parties incorporate by this reference the above clauses, and agree as follows:
1.DEFINITIONS. The following definitions will apply in this Agreement, and any reference to the singular includes a
reference to the plural and vice versa.
1.1. "Authorized Reseller" means an entity that is authorized by Clearview to sell and market Clearview Products
and Services to a law enforcement agency or government Customer pursuant to a separate agreement
executed between Authorized Reseller and Clearview.
1.2. "Authorized User" means an individual who is employed by or under the legal direction of the Customer and
is either (i) a sworn law enforcement professional, or (ii) authorized to perform investigative tasks on behalf of
the Customer. Any and all Authorized Users must be authorized and approved by the Executive User to use
the Services.
1.3. "Clearview", "We", or "Our" means Clearview Al, Inc., its subsidiaries, successors and assigns.
1.4. "Customer" or "You" means the individual or agency identified on the applicable Order Form or Clearview
provided invoice. If the Customer is a federal or state government agency, please refer to Appendix 2 for
Amended Terms for Customers that are Federal, State and Local Governments in the United States.
1.5. "Executive User" means an individual whose Clearview User account has administrative privileges including
search history audit and suspension capabilities over all Users associated with Your account.
1.6. "Fees" means all fees, charges, and applicable taxes payable by Customer to Clearview or by Customer to an
Authorized Reseller for a license right to use and access the Services and Products, all as further outlined in
Customer's applicable Order Form.
1. 7. "Services" or "Products" means Clearview Al lnc.'s mobile application and web browser application (found on
the web at Clearview.ai); Clearview Al lnc.'s facial imaging and search software, image database, publicly-
available online image indexing and search functionality, its website; and any ancillary products or services
purchased by the Customer and listed on the applicable Order Form.
1.8. "User" means collectively the Customer, the Authorized Users and the Executive User(s).
2.LICENSE TERMS. You may only use and access the Clearview Services pursuant to the terms of this Agreement.
You are solely responsible for You and Your Authorized Users' use of the Services and shall abide by, and ensure
compliance with, all applicable laws in connection with Your and each Authorized User's use of the Services,
including but not limited to laws related to intellectual property, privacy and export control, and any laws applicable
to Your agency's use of facial recognition technology. Use of the Services is void where prohibited.
2.1. Subject to payment of all applicable Fees and Customer's adherence to the terms and conditions of this Agreement,
Clearview grants You and Your Authorized Users a non-exclusive, non-transferable right to access and use the
Confidential and Proprietary
V. 3.8.22
DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63
Services as well as any copies, corrections, bug fixes, enhancements, modifications or new versions created by
Clearview for the purpose of providing the Services to You. Any and all information You submit to Clearvie w in
order to register for and/or use certain Services must be accurate. You are entirely responsible for maintaining the
security of Your login information to the Services and agree not to disclose such to any unauthorized third party.
3.1. Permitted Uses.
3.1.1.Before accessing the Clearview Products and Services, You must complete a training on how to use such
Products and Services in accordance with these Terms, User Code of Conduct and Principles. You will
assign one Executive User to act as liaison between You and Clearview. The Executive User is responsible
for providing a list to Clearview of who is an Authorized User and is responsible for overseeing their use
of the Services, all of which must be in accordance with the User Code of Conduct. Users shall only use
the Services for legitimate law enforcement and investigative purposes, all of which must be done in
compliance and consistent with any local, state, federal or other applicable law. Users shall not use the
Servicesto research or investigate any persons except those related to its law enforcement or investigate
uses, such as suspects, defendants, witnesses, or victims.
3.1.2.You represent and warrant that You are fully able and competent to enter into the terms, conditions,
obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and
comply with this Agreement. Your access may be terminated without warning if we believe that You are
otherwise ineligible.
3.2. Prohibited Uses.
3.2.1. You agree that You will not use, and will not permit any Authorized User to use, the Services and Products
to: (i) modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwiseattempt
to gain access to the source code of the Services; (ii) knowingly or negligently use the Services in a way
that abuses, interferes with, or disrupts Clearview's networks, Your account, or the Services; (iii) engage
in activity that is illegal, fraudulent, false, or misleading; (iv) engage in activity that would discriminate
against any person or violate any person's civil rights; (v) transmit through the Services any material that
You unlawfully possess; (vi) unless otherwise agreed upon between You and Clearview pursuant to a
separately executed agreement, build or benchmark a competitive product or service, or copy any features,
functions or graphics of the Services; (vii) upload or transmit any software, content or code that does or is
intended to harm, disable, destroy or adversely affect performance of the Services in any way or which
does or is intended to harm or extract information or data from other hardware, software or networks of
Clearview or other users of Services; (viii) engage in any activity or use the Services in any manner that
could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any
servers or networks connected to the Services or Clearview's security systems; or (ix) use the Services in
violation of any Clearview policy or in a manner that violates any local, state, federal, or other law, including
but not limited to anti-spam, export control, and anti-terrorism laws, trade agreements or treaties.
Confidential and Proprietary
v.3.8.22
DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63
3.2.2. With respect to the Services and Products, You and all Users are prohibited from engaging in the following
acts: (i) using the Services fora commercial purpose; (ii) selling, marketing, or licensing any photographs
or other information discovered using the Services; (iii) infringe on any known copyright discovered with
or access by the Service; (iv) permit anyone other than an Authorized User or Executive User to use or
access Your account, the Services and Products; (v) use any automated systems or software to extract
the whole or any part of the Services, the information or data on or within the Services, including image
search results or source code, for any purposes (including uses commonly known as "scraping"), or
reverse engineer the Services; and (vi) research or identify any known individuals residing or located in
the State of Illinois, U.S.A.
3.3. You are responsible for the activities of all Users who access or use the Services through Your Account and
You agree to ensure that any such Users will comply with the terms of this Agreement. Clearview assumes no
responsibility or liability for violations by You or Your Authorized Users. If You or the Executive User becomes
aware of any violation of this Agreement in connection with use of the Services by any person, please
immediately contact the Clearview legal department at legal@clearview.ai. Clearview may investigate any
complaints and violations that come to its attention and may take any ( or no) action that it believes is
appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or
User access. Clearview shall have the right from time to time, and at all reasonable times during the term of
this Agreement, to audit the log in and User activity of a Customer Account to ensure compliance with the terms
of this Agreement. If such audit reveals that Customer provided unauthorized access to users not permitted
under this Agreement, or used the Services in violation of this Agreement, Clearview may terminate this
Agreement, suspend the Customer account, or suspend Customer access to the Clearview Products unless
and until the Fees payable under this Agreement are adjusted to reflect the Customer's actual usage of the
Clearview Products.
4.PAYMENT TERMS.
4.1. Forms. You agree that Clearview may charge to Your credit card or other payment mechanism selected by
You and approved by Clearview ("Your Account") all amounts due and owing for the Services, including
applicable taxes and service fees, set up fees, subscription fees, or any other fee or charge associated with
Your Account, all of which is set forth in Your Order Form or invoice. Notwithstanding anything stated otherwise,
except for an Order Form from an Authorized Reseller, if You provide Clearview with Your own purchase order
document (whether signed by one or both parties), unless otherwiseagreed to by the Clearview Chief Revenue
Officer, such document shall be construed solely as evidence of Customer's internal business processes or
terms, and the terms and conditions contained on such document will be of no effect with respect to this
Agreement between the parties.
4.2. Monthly. If Your Account is on a month-to-month term, Clearviewwill charge the credit card that You provide
Your on a monthly basis for the Services commencing on the date Your Account is first activated and each
month thereafter. In the event that Clearview is unable to process Your payment for Services, You will have
seven (7) days to provide new credit card information to pay for the Services, otherwise Your access to the
Confidential and Proprietary
V.3.8.22
DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63
Services may be terminated by Clearview in its sole discretion.
4.3. Term. If Your Account is for a specific term period, then You shall pay for the Services outlined on Your Order
Form or invoice within thirty (30) days after the date of such invoice, and in the method(s) specified by Clearview
without any deduction or set-off); provided that You may withhold only a portion of a payment that is due if
such amount is subject to a good faith dispute between You and Clearview. Any deviations in payment timing
pursuant to this Section 4.3 shall be set forth in your Order Form. You must provide Clearview with notice of a
disputed invoice in writing. Clearview will not consider any invoice dispute notice which is sent by You later than
ninety (90) days following the date of the invoice in question. The parties will work together to resolve all
disputes within sixty (60) days of the date of the dispute notice. If You were billed in error, Clearview will provide
Customer with a credit for the amount billed incorrectly.
4.4. Late Payments. Any amounts arising in relation to this Agreement not paid when due will be subject to a late
charge of one and one-half percent (1 1/2 %) per month on the unpaid balance or the maximum rate allowed
by law, whichever is less. Without prejudice to Your rights set out elsewhere in this Agreement, all Fees are
non-refundable and payable in advance. If you cancel, you will not receive a refund for any service already paid
for. If You fail to pay an invoice when due and payable, Clearview has the right (without limitation of any other
remedies hereunder or under applicable law or in equity) to immediately suspend or restrict Users' access to
the Services, or to revoke or suspend (in whole or in part) the revocable license granted herein.
4.5. Price Changes. Clearview may change the price of its Services and Products at any time, including changing
a free Service to a paid service; provided, however, that the pricing listed in Your Order Form will supersede
any such changes during the specific term period identified in the Order Form. Unless otherwise expressed in
an Order Form, during the initial term, including any applicable renewal term, the Fees shall increase on or after
each anniversary of the commencement date of the Agreement by five percent (5%) annually from the prior
year's Fees. Clearview will provide you with prior notice and an opportunity to terminate Your access (afterthe
expiration of the specific term period identified in your Order Form) to such modified Service if Clearview
changes the price of a Service to which you are subscribed. Clearview will not charge you for a previously free
Service unless you have been notified of the applicable fees and You have agreed to pay such fees. Unless
otherwisewaived by Clearview, there is an activation fee of $500.00 to set up and activate a Customer Account
Activation Fee"). If Your Account is voluntarily terminated by You or suspended pursuant to the terms of this
Agreement, and You request a reactivation of such Account, you will be required to pay an additional Activation
Fee. Activation Fees can be cumulative for Customers that make more than one request to reactive their
Account.
4.6. Taxes.
4.6.1.The Fees covered by this Agreement are exclusive of any excise, sales, use, gross-turnover, value added,
goods and services tax or other similar types of indirect taxes, duties or tariffs (however designated, levied
or based and whether foreign or domestic) ("Indirect Taxes") imposed or levied, currently or in the future
based on applicable legislation, on the Services provided under this Agreement. Unless otherwise agreed
between the parties, Customer will be liable for compliance with and payment of such Indirect Taxes.
Confidential and Proprietary
V.3.8.22
DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63
Clearview shall include the Indirect Taxes on its invoice to Customer and remit such Indirect Taxes to the
relevant authority if required by applicable law. For the avoidance of doubt, Clearview will be responsible
for direct taxes imposed on Clearview'snet income or gross receipts.
4.6.2.Tax Exempt. Notwithstanding the foregoing, if You are exempt from applicable taxes incurred or to be
charged under this Agreement, then You shall provide Clearview with a properly executed certificate of
such tax exemption. Clearview shall give effect to such certificate on a prospective basis from the date of
receipt from You, all of which is subject to applicable law.
5.TERM AND TERMINATION.
5.1. Term. The terms of this Agreement are effective on You and Your Users commencing on the day You first use
the Services, whether it be via a free trial or a paid subscription. If You purchase Services for a specific term
as further set forth in Your Order Form), such termination will be effective on the last day of the then-current
term, or in the case of a month-to-month Agreement, upon written notice of your desire to terminate the
Agreement at the end of the applicable month. If You fail to comply with any provision of this Agreement beyond
any applicable cure periods, Clearview may terminate this Agreement immediately and retain any Fees
previously paid by You. Upon the expiration of the term of this Agreement, to the extent You continue to access
and use the Services, the terms of this Agreement will apply in full. Those provisions that by their nature are
intended to survive termination or expiration of this Agreement shall so survive. Upon any termination of this
Agreement, You must cease any furtheruse of the Services.
This Agreement may be terminated in the following ways:
5.1.1.By mutual agreement: This Agreement may be terminated at any time, without payment of any penalty,
except such refund or payment as shall be mutually consented by both parties, if any, by mutual agreement
of the parties.
5.1.2.By breach: If either party is in material breach of this Agreement and such failure has not been cured
within fifteen (15) days of receiving written notice of such breach, then the non-breaching party has the
right to terminate the Agreement. The parties agree to endeavor in good-faith negotiations to resolve any
dispute under this Section before terminating the Agreement. You waive Your right to any refund, payment
or penalty in the event this Agreement is terminated due to Your breach of the agreement.
5.1.3.By impossibility of performance: Neither party to this Agreement shall be deemed to be in violation of
this Agreement if it is prevented from performing any of its obligations hereunder for any reason beyond
its control, including without limitation, acts of God or of the public enemy, flood or storm, strikes or changes
in an applicable statutory regulation or rule of any federal, state, or local government, or applicable agency
thereof. If the Agreement is terminated due to impossibility of performance pursuant to this Section 5.1.3,
Clearview shall provide such refund as may be equitable based upon the length of time remaining during
the Customer's specific term and other equitable factors such as Clearview's expenses in the course of
performance.
5.1.4. Lack of Funding -Government Agencies. If the necessary funds to fulfill the payment obligations under
Confidential and Proprietary
V.3.8.22
DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63
this Agreement are not allocated for the Customer's upcoming fiscal year, then Customer shall be
permitted to terminate the Agreement early by providing no less than ninety (90) days' advance written
notice setting forth proof of such lack of funding. In the event of such termination due to lack of appropriated
funds, the Customer shall not be entitled to any reimbursement of any amounts or Fees paid or prepaid in
advance to Clearview under the Agreement. This Section 5.1.4 is limited to Customers that are government
agencies.
6.CONFIDENTIAL TY.
6.1. To the extent legally permissible, Users are prohibited from disclosing the Services and any proprietary
information relating to the Services to any unauthorized third party, including without limitation, screenshots of
the Services, marketing materials, user manuals, pricing agreements, quotes, email communications from
Clearview employees, and any information marked Confidential by Clearview. Notwithstanding the foregoing
and to the extent permitted by applicable law, if the Customer receives a request for information under the
Freedom of Information Act ("FOIA") or a substantially similar law applicable to the Customer and such request
involves Clearview or is related to this Agreement, the Customer will endeavor to promptly notify Clearview in
writing of such request in order for Clearview to seek protection from such disclosure.
6.2. You or your Users may provide, or Clearview may invite you to provide, comments or ideas about the Services,
including, without limitation, improvements to them ("Ideas"). By submitting any Ideas, You agree that: (i) they
are not confidential information; (ii) they are not subject to any use or disclosure restrictions ( express or implied);
iii)You claim no rights in them; and (iv) Clearview has no obligation to notify or compensate You in connection
with Clearview's disclosure or use. You release Clearview from all liability or obligations that may arise from
the receipt, review, disclosure, or use of any Idea that you submit.
7.PROPRIETARY RIGHTS AND COPYRIGHT.
Clearview and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Services and in all trade
names, trademarks, service marks, logos, and domain names ("Clearview Marks") associated or displayed with the
Services. You may not frame or utilize framing techniques to enclose any Clearview Marks, or other proprietary
information (including images, text, page layout, or form) of Clearview without express written consent. You may not
use any meta tags or any other "hidden text" utilizing Clearview Marks without Clearview's express written consent.
8.CUSTOMER REPRESENTATIONS. You represent and warrant that: (i) the signatory signing this Agreement has
the actual authority to contract with Clearview Al, Inc. on behalf of the Customer; (ii) all Users are at least 18 years
old; and (iii) the use of personally identifiable information, including photographs, may be subject to regulation in
various jurisdictions. By accessing and using the Services, You further represent and warrant: (1) to use the Services
in a manner that is consistent with all applicable laws, including those that regulate the use of personally identifiable
information such as photographs; (2) You have a legitimate interest to use the Services to engage in data processing
activities, (3) your uses of the Services are in the public interest and are proportional to carry out that public function,
and (4) this Agreement is entered into for the purpose of and for Clearview to cooperate with the Customer
concerning the investigation of conduct or activity that the Customer reasonably believes in good faith may violate
federal, state or local law, or as otherwise authorized under applicable law.
Confidential and Proprietary
V.3.8.22
DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63
9.USER CODE OF CONDUCT. These Terms incorporate the Clearview User Code of Conduct by reference. The User
Code of Conduct is attached as Appendix 1. You and all Users must adhere to the User Code of Conduct at all times.
The User Code of Conduct requires that all Users maintain the security of their own account, only use the Services for
law enforcement or investigative purposes as authorized by their employer pursuant to their employment, and
independently support and verify all image search results.
10.COLLECTION AND SHARING OF DATA. You expressly authorize Clearview to act as an agent on your behalf for
the purpose of: (i) collecting and compiling publicly available images, including images from the Internet; (ii) receiving
images uploaded to the Services by Users; and (iii) producing and storing facial vectors from images, including
images collected from the Internet or shared by You with Clearview, for the purpose of providing the Service to You.
By accessing and using the Services, Users affirmatively consent and allow Clearview to collect several types of
information for Our business operations, including:
At the time of account creation: name, rank/title, contact information and employer.
During usage of the Services: Usage details including IP address, browser information, location data,
search history within the Services, and login history.
By accessing and using the Services, Users agree and consent to the sharing of certain types of personal data
with third parties. Specifically, Users consent to:
Sharing their name, title, contact information and email messages to Clearview and its employees with a
third-party provider of customer relationship management tools.
Sharing their name and email address with a third-party provider of email tools
Such disclosure of personal data as may be required by laws and regulations.
11.USER CONTENT.
11.1. In connection with the Services and Products, Users may upload or share text, files, images, photos, videos,
sounds or other materials ("Content") with Clearview. You represent and warrant that that You and Your Users:
i)lawfully obtained and own the Content uploaded by You on or through the Services and Products, including
the Galleries Product, or otherwise have the right to grant the license set forth in this Section; (ii) the posting
and use of Your Content on or through the Services and Products does not violate the privacy rights, publicity
rights, copyrights, contract rights, intellectual property rights or any other rights of any person; and (iii) that
uploading the Content into the Products does not result in a breach of contract between You and a third-party.
Except for Content owned by You, or as permitted within this Agreement, You may not copy, modify, translate,
publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the
Products or Services. Notwithstanding anything else in this Section, You may use and distribute information
appearing in Clearview search results for law enforcement, the protection of public security, and any other use
expressly authorized under this Agreement.
11.2. You expressly authorize Clearview to perform technical functions, necessary to offer the Products and Services,
including but not limited to, generating facial vectors, transcoding and/or reformatting Content to allow its use
Confidential and Proprietary
V.3.8.22
DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63
throughout the Products and Services. In connection with the foregoing, You hereby grant to Clearviewa non-
exclusive, fully paid and royalty-free, worldwide, limited license to use, modify, delete from, add to, reproduce
and translate such Content to the extent necessary in order for Clearview to provide the Services and Products.
Unless otherwiseauthorized by You or until the Content is available to the general public or in the public domain
through no breach of an obligation of confidentiality to User by Clearview, Your Content, including Content
located in the Galleries Product, shall not be made available to other Customers of Clearview. Subject to any
applicable legal limitations that may arise from Clearview's need to defend or maintain claims or comply with
enforcement, regulatory or other legal obligations, after the expiration or earlier termination of this Agreement,
Clearview will delete the images of Content uploaded by You in the Galleries Product, except for images which
are in the public domain.
11.3. Clearview Enhance. Clearview Enhance is a feature designed to improve the quality of a probe image,
including features such as (without limitation) cropping, rotating, brightening, flipping, and sharpening the probe
image ("Enhanced Content"). Customer understands, acknowledges, and agrees that Clearview will process
and store the Enhanced Content for the purposes of: (i) providing the Enhanced Content for authorized law
enforcement and governmental uses, (ii) compliance and auditing purposes, and (iii) to maintain a record of
edits made to the probe image. Search results established through Clearview Enhance and its related systems
and technologies are indicative not definitive. Clearview Enhance is provided "as-is" and Clearview makes no
guarantees as to the accuracy of its search-identification software. The Customer and its Users must conduct
further research to verify identifying information or other data discovered on third-party sites by any Clearview
system or included in Clearview search results. Clearview is neither designed nor intended to be used as a
single-source system for establishing the identity of an individual.
12.NO WARRANTIES.
YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED "AS IS" AND CLEARVIEW, ITS
AFFILIATES, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR NON-INFRINGEMENT. CLEARVIEW, ITS AFFILIATES, SUPPLIERS AND
AUTHORIZED RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT
MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF
ANY INFORMATION OSTAINED THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER'S
REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT
YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE
USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR
ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF
USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU. CLEARVIEW CANNOT GUARANTEE AND
DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. USE IS AT YOUR OWN RISK.
13.INDEMNIFICATION.
Except as otherwise set forth in Appendix 2, to the extent permitted by law, You agree to defend, indemnify and hold
harmless Clearview and its affiliates and their respective directors, officers, employees, and agents from and any and
Confidential and Proprietary
V. 3.8.22
DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63
all damages, liabilities, costs and expenses (including reasonable attorneys' fees) incurred as a result of any claim,
judgment or proceeding relating to or arising out of: (a) Users' breach of this Agreement, including of any of the
Warranties or Prohibited Uses; (b) any actions brought by third parties arising out of Users' use of the Services in a
manner not permitted or authorized under this Agreement; and (c) any security breach causes by Users' negligence,
recklessness, or willfulness, and any third-party actions arisings from such security breach. If any action is brought
against Clearview in respect to any allegation for which indemnity may be sought, Clearview will promptly notify User
and will provide reasonable cooperation in connection with the defense or settlement of any such claim.
Subject to Clearview'slimitation of liability set forth in Section 14, Clearview will defend, indemnify and hold harmless
the Customer and its affiliates and their respective directors, officers, employees, and agents from and any and all
damages, liabilities, costs and expenses (including reasonable attorneys' fees) incurred as a result of any third-party
claim, judgment or proceeding arising out of Clearview'sgross negligence or willful misconduct in its performance and
delivery of the Products and Services under this Agreement.
14.LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, Clearview shall not be liable for any
indirect, incidental, special, consequential or punitive damages, or any loss of profits or revenues, whether incurred
directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from: Your access to or use
of or inability to access or use the Services; any content obtained from the Services; unauthorized access, use or
alteration of Your Account. Regardless of Clearview's negligence, gross negligence, failure of an essential purpose,
and whether such liability arises in contract, tort or any other legal theory, Clearview's aggregate liability under this
Agreement shall not exceed the amount paid by You to Clearview, if any, in the past year for the Services giving rise to
the claim.
15.MISCELLEANOUS.
15.1 This Agreement embodies the entire understanding and agreement between the parties respecting the subject
matter of this Agreement and supersedes any and all prior understandings and agreements between the parties
respecting such subject matter. Use of the Services is also subject to Clearview's Privacy Policy and Principles,
links to which can be found by visiting http s://www.clearview.ai/privacy-poli cy and
https://www.clearv iew.ai/prlnc iples respectively. The Privacy Policy and Principles are incorporated into this
Agreement by this reference. Clearview may elect to change or supplement the terms of this Agreement from time
to time in its sole discretion, provided that such changes shall not increase Your financial obligations under this
Agreement ( except as otherwise permitted in Section 4.5), the term of the Agreement, or Sections 13, 14, or 15.3
of this Agreement. Clearview will exercise commercially reasonable business efforts to provide notice to You of
any material changes to this Agreement. Within ten (10) business days of posting changes to this Agreement (or
ten (10) business days from the date of notice, if such is provided), they will be binding on You. If You do not agree
with the changes, You should discontinue using the Services. If You continue using the Services after such ten-
business-day period, You will be deemed to have accepted the changes to these Terms. In order to participate
and continue using certain Services, You may be notified that You are required to download software and/or agree
to additional terms and conditions. Unless expressly set forth in such additional terms and conditions, those
additional terms are hereby incorporated into this Agreement.
Confidential and Proprietary
V.3.8.22
DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63
15.2 If any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated
to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
Clearview'sfailure to enforce any right or provision of these Terms will not be deemed a waiver of such right or
provision. Clearview reserves all rights to seek monetary remedies for its damages arising out of any Users' failure
to abide by these Terms.
15.3 Choice of Law and Forum. Except as otherwise set forth in Appendix 2 or otherwise limited by applicable law of
where the Customer is headquartered, this Agreement shall be governed by and construed under the laws of the
State of New York without regard for the conflict of laws rules of any jurisdiction. Except as otherwise set forth in
Appendix 2 or otherwise limited by applicable law where the Customer is headquartered, in the event of any
controversy or claim arising out of or relating to this Agreement, or a breach thereof, the parties shall first attempt
to settle the dispute by mediation, administered by the American Arbitration Association under its Mediation Rules.
If settlement is not reached within sixty (60) days after service of a written demand for mediation, any unresolved
controversy or claim shall be settled by arbitration administered by the American Arbitration Association under its
Commercial Arbitration Rules. The number of arbitrators shall be one. The place of arbitration shall be in New
York, New York and New York law shall apply. Judgment on the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereto.
Confidential and Proprietary
V.3.8.22
DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63
Appendix 1
Clearview User Code of Conduct
Clearview Al, Inc. makes its technology and software tools available to law enforcement and security professionals who will
use them to enhance public safety and reduce crime, fraud, and risk in order to make communities safer. As a company,
we hold ourselves to the highest level of commitment to ethics, integrity and professionalism and take steps to ensure that
the search tools we provide are used correctly and lawfully. Our User Code of Conduct was developed to ensure that our
customers are using the Clearview Platform (defined below) in a safe, ethical, professional, and appropriate manner. Before
activating their Clearview Account, Users should review this Code of Conduct to confirm they will adhere to these essential
rules of use.
This User Code of Conduct applies to all individual Users (persons who possess an individual login associated with a
particular email address and password to an Account on the Clearview app, hereafter, "User", "Users", or "Individual
Users") and to all User organizations (organizations which have a Service Agreement with Clearview, hereafter "User
Organization", "User Organizations", or "Organization").
By registering a User Account with Clearview, and by using Clearview'sProducts and Services, mobile application and web
browser application (found on the web at Clearview.ai), facial imaging and search software, image database, publicly-
available online image indexing and search functionality, and its website (collectively, the "Clearview Platform"), Authorized
Users and Organizations agree to be bound by this User Code of Conduct (this "Code").
Account Security
Users are responsible for maintaining the confidentiality of their username and password.
Users are responsible for all activities that occur under that User's username and password. Users must
immediately email the Clearview Help Desk at help@clearview.ai to notify Clearview of any unauthorized use of
their username or password or any other breach of security.
Users may only access their accounts from devices that are authorized for professional use by their Organization.
The designated User is the only individual who may access and use the Account.
Independent Verification
Search results established through the Clearview Platform and its related systems and technologies are indicative
and not definitive.
Clearview takes every step to ensure the accuracy of its facial recognition software. However, it is not possible to
guarantee the accuracy of the search results it produces. Users must conduct further research and investigation
to verify the accuracy of any search result.
Search results used as a lead in an investigation must be reviewed by more than one person per Organization.
Confidential and Proprietary
v.3.8.22
DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63
The Clearview Platform is neither designed nor intended to be used as a single-source system for establishing the
identity of an individual, and Users shall not use it as such.
Furthermore, search results produced by the Clearview Platform are not intended nor permitted to be used as
admissible evidence in a court of law or any court filing.
Appropriate and Authorized Use
This Agreement only authorizes the use of the Clearview Platform by law enforcement and public security
professionals for legitimate law enforcement and public security purposes. Any and all use of the Clearview Platform
must be authorized by a supervisor employed by the Organization.
Organizations must designate an Executive User ("Administrator"), who shall have access to the search histories
of all individual Users associated with the Organization, and shall monitor the search history to ensure responsible
use.
Users shall not use the Clearview Platform for personal purposes, or for any purposes which are not authorized and
directed by the Organization's supervisors.
Use of the Clearview Platform in a fashion which contributes to harassment, stalking, cyberstalking, threats, abuse
or bullying, or in violation of any state, federal, local or any other applicable law, is strictly prohibited by this Code
of Conduct.
Users are prohibited from knowingly uploading or providing Content to Clearview that depicts a child sixteen (16)
years or younger that is a resident in the state of California.
The Clearview Platform is authorized only for use of images of persons under the age of 16 for the purposes of
protecting the child's safety, victim identification, when the child's welfare is at risk, in connection with investigations
of violent felonies, and to help protect against the spread of Child Sexual Abuse Material ("CSAM").
Clearview retains the right to suspend or terminate User accounts if we determine that a User or Organization has
violated any provision of the Code of Conduct.
Conclusion
Clearview aspires to make the world a better place by helping qualified professionals use public information to counter
crime, fraud, and threats to public safety through its proprietary technology. The Clearview Code of Conduct is a key part
of ensuring that its relationships with its customers are based on integrity, responsibility and professionalism. By adhering
to this Code of Conduct, you are helping Clearview achieve its collective goal of making communities safer while adhering
to the highest standards of ethics and security.
Confidential and Proprietary
v.3.8.22
DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63
Appendix 2
Government Terms
Amended Terms for Federal, State and Local Governments in the United States
If you are a federal, state or local government or government agency in the United States ("You"), and You are using
Clearview Services in your official capacity ("Official Use"), the following terms apply solely to such use and all other
terms remain in effect:
1.Governing Law
Terms relating to venue and governing law do not apply to Your Official Use.
If You are the federal government or a federal government agency in the United States:
For federal government and federal government agencies, any agreement You have with us will be governed by the
laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to
the extent permitted under federal law, the laws of the State of New York will apply.
If You are a state government or state government agency in the United States:
For state government and state government agencies, any agreement You have with us will be governed by the laws
of the State in which Your agency is located, and in the absence of a requirement that Your state law applies, the laws
of the State of New York will apply.
If You are a local government or local government agency in the United States:
For local government and local government agencies, any agreement You have with us will be governed by the laws
of the State in which Your agency is located, and in the absence of a requirement that Your state law applies, the laws
of the State of New York will apply.
2.Indemnity
If You are the federal government or a federal government agency in the United States:
Terms relating to indemnification do not apply to your Official Use except to the extent expressly authorized by
federal law.
If You are a state governmentor state government agency in the United States:
Terms relating to indemnification will apply to You only to the extent expressly permitted by your jurisdiction's laws.
If You are a local government or local government agency in the United States:
Terms relating to indemnification will apply to You only to the extent permitted by your jurisdiction's laws.
Confidential and Proprietary
V.3.8.22
DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63
6/20/2022
CLEARVIEW AI, INC
NEW YORK, NY 10005 -
106627
99 WALL ST #5730
City of Carmel
ONE CIVIC SQUARE
CARMEL, INDIANA 46032-2584
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997
INDIANA RETAIL TAX EXEMPT
CERTIFICATE NO. 003120155 002 0
FEDERAL EXCISE TAX EXEMPT
35-6000972
PURCHASE ORDER NUMBER
THIS NUMBER MUST APPEAR ON INVOICES, A/P
VOUCHER, DELIVERY MEMO, PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION
VENDOR SHIP
TO
PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT
EXTENSION
Carmel Police Department
3 Civic Square
Carmel, IN 46032-
376535
UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY
Page 1 of 1
Don Kirch
66686
1110Department:101Fund:General Fund
43-515.02Account:
Clearview search /Clearviewmobile1 $14,995.00 $14,995.00Each
14,995.00SubTotal
14,995.00
Send Invoice To:
PLEASE INVOICE IN DUPLICATE
DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT
SHIPPING INSTRUCTIONS
SHIP PREPAID.
C.O.D. SHIPMENT CANNOT BE ACCEPTED.
PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945
PAYMENT
A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A
PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN
AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
CONTROL NO. 106627
ORDERED BY
TITLE
CONTROLLER
Carmel Police Department
3 Civic Square
Accounts Payable
Carmel, IN 46032-
Jeffrey Horner
Chief
DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63