HomeMy WebLinkAboutItem D17 D17
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE Mayor James K.Scholl,District 3
The Florida Keys Mayor Pro Tern Michelle Lincoln,District 2
Craig Cates,District 1
David Rice,District 4
Holly Merrill Raschein,District 5
Board of County Commissioners Meeting
July 16, 2025
Agenda Item Number: D17
2023-4217
BULK ITEM: Yes DEPARTMENT: Tourist Development Council
TIME APPROXIMATE: STAFF CONTACT: Jeanne Quinn/Ammie Machan
N/A
AGENDA ITEM WORDING: Approval of an Agreement with Places Dot, LLC d/b/a Intentful for a
customized Al suite for Visit Florida Keys marketing team, generative response ads and regulatory
knowledge.
ITEM BACKGROUND:
As part of the strategic initiative to modernize and streamline the ways in which the TDC/Visit Florida
Keys team creates marketing content, delivers operational improvements, and reaches an increasingly
digital visitor audience, we requested Al capability proposals from several providers highly regarded in
the DMO/tourism industry, including Matador Ventures/GuideGeek, Intentful, and MindTrip.
Only Intentful was able to deliver the following unique solutions we requested:
• An AI-powered content tool to improve and streamline how the TDC/VFK team creates sales and
marketing content
• First-of-their-kind Generative Response Ads - allowing visitors to ask questions in a digital ad and get
answers powered by Al
• Regulatory Knowledge Component pilot— an experimental solution to help staff quickly find
information and draft agreement language via an Al chatbot trained on all Visit Florida Keys, TDC,
county, and state regulations and
statutes.
The price for the Intentful suite of Al solutions is $16,800 for 12 months, allowing up
to 80,000 interactions across the suite of tools. Additional interactions over the 80K
amount will be billed in increments of 1000 at $250 per 1000.
TDC approved at their meeting of June 17, 2025
PREVIOUS RELEVANT BOCC ACTION:
INSURANCE REQUIRED:
Yes
2047
CONTRACT/AGREEMENT CHANGES:
New Agreement
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Intentful Agreement and Addendum.pdf
2025 06 COI Placesdot exp 8.1.25 signed.pdf
FINANCIAL IMPACT:
116-76078-SC 00041
Insurance attached
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Intentful
e
Monroe County Board of County Commissioners ( BOCCas)
"Visit Florida Keys —Intentful AI Suite" Proposal / SOW
May 30, 2025
This Statement of Work ("SOW') with project name " Visit Florida Keys - Intentful Al Suite" is
entered into between Monroe County Board of County Commissioners C"BOCC") ("Client")
and Places Dot, LLC d/b/a Intentful C°Service Provider").
Services to be
rendered Intentrul Al Suite Customization: Service Provider will create a customized
(the "Services") Intentful Al Suite for Client's use by up to 30 staff members. The Suite will
include:
• AI-powered content creation for marketing teams
• Generative Response Ads (GRAB) that create interactive Al -driven
ad experiences
• Knowledge Base Setup: Service Provider will build an initial
knowledge base using Client's website and other documentation
provided by Client.
• Regulatory Knowledge Component: Service Provider will develop a
specialized component of the Al Suite trained with county
regulations, financial and contract guidance, DMO operating
manuals, Florida Sunshine Laws, and other applicable contractual,
financial, and regulatory materials.
The goal is for this component is to enable Client to:
• Ask the AIbot operational, contractual, and regulatory
questions.
• Suggest language for agreements that adheres to allrelevant
rules and guidelines governing Client's operations.
Note: this is a new and experimental product feature. If the
Regulatory Knowledge Component test results are not what we all consider
acceptable, we will update the SOW to omit this component and increase
the allotment of interactions covered by the base fee.
Total Amount to
be paid $16,800 for 12 months. This cost covers the usage fees for the 12 month
period with an allotment of 80,000 interactions from GRAB. Additional
interactions will be billed in increments of 1000 at $250/1000. GRAB that
don't use existing Knowledge Bases may require an additional set up fee to
be agreed by both parties.
Proposal - SOW- Visit Florida Keys 2025 Page I of 2 2049
Intenttul
Payment Terms
Client will be invoiced for $16,800 by Service Provider at the beginning of
the 12 month term. Payment is due upon receipt of invoice. Additional fees
(if incurred) for excess interactions or set up fees, will be invoiced at the
end of the month in which t hey occur.
Term for The project will commence immediately upon signature of the SOW and
provision of the SaaS Agreement. Client will be provided with a setup and testing
Services/ period of 30 days prior to the start of the paid services term.
Delivery Date
Signature for
Client By: date:
Printed Name: James K.Scholl
Title: Mayor of Monroe County
Signature for Service Provider By: 7eaAer 10d&&V-a' date: June 19, 2025
Printed Name: Marina Petrova
Title: CEO Intentful
(SEAL)
Attest: Kevin Madok, Clerk
MONROE COUNTY ATTORNEY
APPROVED AS TO FORM
As Deputy Clerk SR ASSISTANT COUNTYYAATTRTORNEY
DATE: 6/24/25
Proposal - SOW- Visit Florida Keys 2025 Page 2 of 2 2050
Intentful
SOFTWARE AS A SERVICE AGREEMENT
PLEASE READ THIS AGREEMENT BEFORE USING INTENTFUL'S SERVICES. BY
ACCESSING OR USING INTENTFUL'S SOFTWARE OR SERVICES OFFERING, YOU
("CUSTOMER") SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT,DO NOT ACCESS OR USE THE SERVICES. IF THE
PARTIES HAVE A FULLY EXECUTED AGREEMENT THAT EXPRESSLY GOVERNS
ORDERS FOR INTENTFUL'S SOFTWARE AS A SERVICE AGREEMENT, SUCH
AGREEMENT SHALL SUPERSEDE THIS AGREEMENT.
This Software as a Service Agreement ("Agreement") is entered into between Customer and
Places Dot, LLC d/b/a Intentful a New York limited liability company ("Intentful"), with its
principal place of business at 241 W 37th Street, Suite 724 New York, NY 10018. Intentful and
Customer may sometimes be individually referred to hereinafter as a "Parry," or collectively as
the "Parties." Intentful and Customer agree that the following terms and conditions will apply to
the services provided under this Agreement and Orders placed thereunder.
WHEREAS, Intentful (or its affiliates, as applicable) has developed certain proprietary
software applications and platforms, which it makes available to subscribers via the internet, or
other electronic data transfer medium, on a pay-per-use basis, or periodic subscription, for the
purpose of providing Al and/or procedurally generated marketing and other related content
based upon in part the parameters supplied by Customer, and generates content specific to the
customer's needs; and
WHEREAS, Customer recognizes and agrees that Intentful is not ultimately responsible
for the content that Customer chooses to utilize, and that this service is intended to efficiently
create tailored marketing content, based on part upon Customer's parameters, in an expedited
and cost-effective manner,but that Customer must review such content prior to its dissemination
or publication; and
WHEREAS, Customer recognizes and agrees that Al or procedurally generated content
is an emerging technology,which is dependent upon parameters and data that both Customer and
Intentful provide, and that therefore there is inherent unpredictability in its generation of content.
However, this emerging technology is able to generate content at an advantageous price for
Customer, and in a short time-frame, in a way that can be specifically adjusted to Customer's
needs. Customer understands such parameters, risks, and rewards; and
WHEREAS, Customer wishes to use Intentful's service in its business operations, and
WHEREAS, Intentful has agreed to provide, and the Customer has agreed to take and
pay for, Intentful's service subject to the terms and conditions of this agreement.
1. DEFINITIONS
"Administrator User" means each Customer employee designated by Customer to serve as
technical administrator of the SaaS Services on Customer's behalf.Each Administrator User must
complete training and qualification requirements reasonably required by Intentful.
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"Customer Content" means all data and materials provided by Customer to Intentful for use in
connection with the SaaS Services, including, without limitation, customer applications, data
files, and graphics.
"Documentation"means the user guides, online help, release notes, training materials and other
documentation provided or made available by Intentful to Customer regarding the use or
operation of the SaaS Services.
"Host" means the computer equipment on which the Software is installed, which is owned and
operated by Intentful or its subcontractors.
"User ID"means a unique collection of identity data for an individual that will be granted access
to and/or managed by the SaaS Services for the purposes of providing single sign-on, managing
passwords or certifying user access. Identity data may be physically or logically maintained in a
single repository or in separate physical or logical repositories. Although User ID data for user
accounts that have been deactivated may remain in the identity management system, inactive
User ID data will not be included in the number of User ID Data licenses in use by Customer.
"Maintenance Services" means the support and maintenance services provided by Intentful to
Customer pursuant to this SaaS Agreement and Exhibit B.
"Other Services" means all technical and non-technical services performed or delivered by
Intentful under this SaaS Agreement, including, without limitation, implementation services and
other professional services, training and education services but excluding the SaaS Services and
the Maintenance Services. Other Services will be provided on a time and material basis at such
times or during such periods, as may be specified in a Schedule and mutually agreed to by the
parties. All Other Services will be provided on a non-work for hire basis.
"Schedule" is a written document attached to this SaaS Agreement under Exhibit A or executed
separately by Intentful and Customer for the purpose of purchasing SaaS Services under the terms
and conditions of this SaaS Agreement
"Software"means the object code version of any software to which Customer is provided access
as part of the Service, including but not limited to any proprietary "AI" or program designed to
generate procedurally created content, or any updates or new versions of the Products described
in Exhibit A.
"SaaS Services" refer to the specific Intentful's internet-accessible service identified in a
Schedule that provides use of Intentful's Software that is hosted by Intentful or its services
provider and made available to Customer over a network on a term-use basis.
"Subscription Term"shall mean that period specified in Exhibit A during which Customer will
have on-line access and use of the Software through Intentful's SaaS Services. The Subscription
Term shall renew for consecutive, successive twelve (12) month periods unless either party
delivers written notice of non-renewal to the other party at least thirty (30) days prior to the
expiration of the then-current Subscription Term.
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2. SAAS SERVICES
2.1 During the Subscription Term, Customer will receive a nonexclusive, non-assignable,
royalty free, worldwide right to access and use the SaaS Services solely for Customer's internal
business operations subject to the terms of this Agreement and up to the number of User IDs
documented in the Schedule.
2.2 Customer acknowledges that this Agreement is a services agreement, and Intentful will
not be delivering copies of the Software to Customer as part of the SaaS Services. Customer has
no rights whatsoever to ownership in the Software, in whole or in part. Customer has no right to
access or review the Software, in whole or in part, except as is necessary to input Customer
Content, and receive the SaaS Services, and Other Services, as applicable.
2.3 Customer acknowledges that Intentful (or its affiliates, as applicable) has developed its
proprietary software applications and platforms, which it makes available to its subscribers via
the internet, or other electronic data transfer medium, on a pay-per-use basis, or periodic
subscription, for the purpose of providing Al and/or procedurally generated marketing and other
related content based upon, in part, the parameters supplied by Customer, and generates content
specific to the customer's needs,but is also dependent therefore upon Customer's specifications.
Further, Customer recognizes and agrees that Al or procedurally generated content is an emerging
technology, which is dependent upon parameters and data that both Customer and Intentful
provide, and that therefore there is inherent unpredictability in its generation of content.
However, this emerging technology is able to generate content at an advantageous price for
Customer, and in a short time-frame, in a way that can be specifically adjusted to Customer's
needs. Customer by utilizing Intentful's SaaS Services recognizes, agrees, and warrants that it
understands such parameters, risks, and rewards.
2.4 Customer recognizes and agrees that Intentful is not ultimately responsible for the
content that Customer chooses to utilize or publish, and that this service is only intended to
efficiently create procedurally generated and tailored marketing content, based in part upon
Customer's parameters, in an expedited and cost-effective manner, and potentially without
Intentful's direct review. Customer must review such content prior to its dissemination or
publication, and Customer assumes all responsibility for its choice to utilize, disseminate,
or publish such content. Customer hereby agrees that it will review all SaaS Services,and Other
Services generated content prior to its dissemination or publication to ensure that it is appropriate,
does not contain illegal, discriminatory content or hate speech of any kind, and will not otherwise
violate any law or ordinance.
3. RESTRICTIONS
Customer shall not, and shall not permit anyone to: (i) copy or republish the SaaS Services or
Software,(ii)make the SaaS Services available to any person other than authorized User ID users,
(iii) use or access the SaaS Services to provide service bureau, time-sharing or other computer
hosting services to third parties, (iv) modify or create derivative works based upon the SaaS
Services or Documentation, (v) remove, modify or obscure any copyright, trademark or other
proprietary notices contained in the software used to provide the SaaS Services or in the
Documentation, (vi)reverse engineer, decompile, disassemble, or otherwise attempt to derive the
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source code of the Software used to provide the SaaS Services, except and only to the extent such
activity is expressly permitted by applicable law, or (vii) access the SaaS Services or use the
Documentation in order to build a similar product or competitive product. Subject to the limited
licenses granted herein, Intentful shall own all right, title and interest in and to the Software,
services, Documentation, and other deliverables provided under this SaaS Agreement, including
all modifications, improvements, upgrades, derivative works and feedback related thereto and
intellectual property rights therein. Customer agrees to assign all right, title and interest it may
have in the foregoing to Intentful.
4. CUSTOMER RESPONSIBILITIES
4.1 Assistance. Customer shall provide commercially reasonable information and assistance
to Intentful to enable Intentful to deliver the SaaS Services. Upon request from Intentful,
Customer shall promptly deliver Customer Content to Intentful in an electronic file format
specified and accessible by Intentful. At present, Intentful utilizes inter-alia, its proprietary web-
based platform for the input of Customer Information, and Customer agrees to utilize this
platform, or other method of obtaining Customer Content, as may be designated by Intentful.
Customer acknowledges that Intentful's ability to deliver the SaaS Services in the manner
provided in this SaaS Agreement may depend upon the accuracy and timeliness of such
information and assistance.
4.2 Compliance with All Laws. Customer shall comply with any and all applicable local,
municipal, state, national and foreign laws in connection with its use of the SaaS Services,
including those laws related to data privacy, international communications, and the transmission
of technical or personal data. Customer acknowledges that Intentful exercises no control over the
content of the information transmitted by Customer or the users through the SaaS Services.
Customer shall not upload, post, reproduce or distribute any information, software or other
material protected by copyright, privacy rights, or any other intellectual property right without
first obtaining the permission of the owner of such rights.
4.3 Unauthorized Use; False Information. Customer shall: (a) notify Intentful immediately
of any unauthorized use of any password or user id or any other known or suspected breach of
security, (b) report to Intentful immediately and use reasonable efforts to stop any unauthorized
use of the SaaS Services that is known or suspected by Customer or any user, and(c)not provide
false identity information to gain access to or use the SaaS Services.
4.4 Administrator Access. Customer shall be solely responsible for the acts and omissions
of its Administrator Users. Intentful shall not be liable for any loss of data or functionality caused
directly or indirectly by the Administrator Users.
4.5 Customer Input. Customer is solely responsible for collecting, inputting and updating all
Customer Content stored on the Host, and for ensuring that the Customer Content does not (i)
include anything that actually or potentially infringes or misappropriates the copyright, trade
secret, trademark or other intellectual property right of any third party, or (ii) contain anything
that is obscene, defamatory,harassing, offensive or malicious. Customer shall (i)notify Intentful
immediately of any unauthorized use of any password or user id or any other known or suspected
breach of security, (ii) report to Intentful immediately and use reasonable efforts to stop any
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unauthorized use of the Service that is known or suspected by Customer or any user, and(iii)not
provide false identity information to gain access to or use the Service.
4.6 Customer Input Must Not Contain Personal Data Unless Properly Obtained, and in
Compliance with Applicable Law. Customer represents and warrants that it will not transmit in
its Customer Content, or as part of creation of its User IDs, any personal or confidential data of
any natural person,unless its obtaining,gathering, storing, and transmitting such information was
lawful, and in accordance with applicable privacy laws. Where applicable, all payment
information shall be limited to company information, and shall not include any personal data to
the fullest extent possible, and Customer represents and warrants that it has taken all reasonable
steps to prevent User IDs and authorized persons from transmitting such information to Intentful.
4.7 Customer Input Must be Free from Viruses or Malicious Software. The Customer shall
not intentionally or negligently access, store, distribute or transmit any Viruses, or any malicious
code or software, or any other harmful material, during the course of its use of the Services,
including any that may be contained in Customer Content or User ID data. Virus or Malicious
Code or Software shall include any thing or device(including any software, code,file or program)
which may:prevent, impair or otherwise adversely affect the operation of any computer software,
hardware or network, any telecommunications service, equipment or network or any other service
or device;prevent, impair or otherwise adversely affect access to or the operation of any program
or data, including the reliability of any program or data (whether by re-arranging, altering or
erasing the program or data in whole or part or otherwise); or adversely affect the user experience,
including worms,trojan horses,viruses and other similar things or devices, or any other software,
code or program, that allows an unauthorized person to access any proprietary or other software
of Intentful.
4.8 License from Customer. Subject to the terms and conditions of this SaaS Agreement,
Customer shall grant to Intentful a limited, non-exclusive, worldwide and non-transferable
license, to copy, store, configure, perform, display and transmit Customer Content solely as
necessary to provide the SaaS Services to Customer. Notwithstanding the foregoing, in
connection with the sale, assignment or transfer of Intentful's assets, Intentful shall be permitted
to transfer the license(s) provided under this Section 4.6 upon reasonable written notice to
Customer.
4.9 Ownership and Restrictions. Customer retains ownership and intellectual property rights
in and to its Customer Content. Intentful or its licensors retain all ownership and intellectual
property rights to the services, Software programs, and anything developed and delivered under
the Agreement. Third party technology that may be appropriate or necessary for use with some
Intentful programs is specified in the program Documentation or ordering document as
applicable. Customer's right to use such third party technology is governed by the terms of the
third party technology license agreement specified by Intentful and not under the Agreement.
4.10 Suggestions, Comments and Feedback. Intentful shall have a royalty-free, worldwide,
irrevocable, perpetual license to use and incorporate into the SaaS Services any suggestions,
comments, feedback, enhancement requests, recommendation or other feedback provided by
Customer, including Users, relating to the operation of the SaaS Services.
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4.11 Other Customer Obligations With Respect to User IDs. Customer further agrees to the
following:
(a) Customer agrees and undertakes that it shall not exceed the maximum number of
authorized users (User IDs);
(b) Customer shall not allow or suffer any User ID to be used by more than one
individual Authorized User unless it has been reassigned in its entirety to another
individual Authorized User, in which case the prior Authorized User shall no longer
have any right to access or use the Services and/or Documentation;
(c) Each User ID shall keep a secure password for their use of the Services, that such
password shall be changed no less frequently than quarterly,and that each authorized
User ID shall keep their password confidential; and
(d) Customer agrees it shall maintain a written, up to date list of current User IDs and
provide such list to the Supplier within [5] Business Days of the Supplier's written
request at any time or times.
5. ORDERS AND PAYMENT
5.1 Orders. Customer shall order SaaS Services pursuant to a Schedule. All services
acquired by Customer shall be governed exclusively by this SaaS Agreement and the applicable
Schedule. In the event of a conflict between the terms of a Schedule and this SaaS Agreement,
the terms of the Schedule shall take precedence.
5.2 Invoicing and Payment. Unless otherwise provided in the Schedule, Intentful shall
invoice Customer for all fees on the Schedule effective date. Customer shall pay all undisputed
invoices within 30 days after Customer receives the invoice. Except as expressly provided
otherwise, fees are non-refundable. All fees are stated in United States Dollars, and must be paid
by Customer to Intentful in United States Dollars.
5.3 Expenses. Customer will reimburse Intentful for its reasonable, out-of-pocket travel and
related expenses incurred in performing the Other Services. Intentful shall notify Customer prior
to incurring any such expense. Intentful shall comply with Customer's travel and expense policy
if made available to Intentful prior to the required travel.
5.4 Taxes. Intentful shall bill Customer for applicable taxes as a separate line item on each
invoice. Customer shall be responsible for payment of all sales and use taxes, value added taxes
(VAT), or similar charges relating to Customer's purchase and use of the services. Customer shall
not be liable for taxes based on Intentful's net income, capital or corporate franchise.
5.5 Payment terms may be amended by the Exhibits hereto (containing schedules), and
where such amendment occurs, the schedules shall control.
6. TERM AND TERMINATION
6.1 Term of SaaS Agreement. The term of this SaaS Agreement shall begin on the Effective
Date and shall continue until terminated by either parry as outlined in this Section.
6.2 Termination. Either party may terminate this SaaS Agreement immediately upon a
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material breach by the other parry that has not been cured within thirty (30) days after receipt of
notice of such breach, or, if in the sole discretion of Intentful,the failure to terminate would result
in material harm to Intentful, such as the disclosure of confidential data, commission of a crime
or violation of any law or ordinance, the compromise or misappropriation of the SaaS Software,
Other Services, or harm to the reputation or brand of Intentful.
6.3 Suspension for Non-Payment. Intentful reserves the right to suspend delivery of the SaaS
Services if Customer fails to timely pay any undisputed amounts due to Intentful under this SaaS
Agreement, but only after Intentful notifies Customer of such failure in writing, and such failure
continues for ten (10) days. Suspension of the SaaS Services shall not release Customer of its
payment obligations under this SaaS Agreement. Customer agrees that Intentful shall notbe liable
to Customer or to any third parry for any liabilities, claims or expenses arising from or relating to
suspension of the SaaS Services resulting from Customer's nonpayment.
6.4 Suspension for On _going Harm. Intentful Harm. Intentful reserves the right to suspend delivery of the
SaaS Services if Intentful reasonably concludes that Customer or an User ID Data user's use of
the SaaS Services is causing immediate and ongoing harm to Intentful or others. In the
extraordinary case that Intentful must suspend delivery of the SaaS Services, Intentful shall
immediately notify Customer of the suspension and the parties shall diligently attempt to resolve
the issue. Intentful shall not be liable to Customer or to any third parry for any liabilities, claims
or expenses arising from or relating to any suspension of the SaaS Services in accordance with
Section 6.4. Nothing in Section 6.4 will limit Intentful's rights under Section 6.5 below.
6.5 Effect of Termination.
(a) Upon termination of this SaaS Agreement or expiration of the Subscription Term,
Intentful shall immediately cease providing the SaaS Services and all usage rights granted under
this SaaS Agreement shall terminate.
(b) If Intentful terminates this SaaS Agreement due to a breach by Customer, then
Customer shall immediately pay to Intentful all amounts then due under this SaaS Agreement and
to become due during the remaining term of this SaaS Agreement, but for such termination. If
Customer terminates this SaaS Agreement due to a breach by Intentful, then Intentful shall
immediately repay to Customer all pre-paid amounts for any unperformed SaaS Services
scheduled to be delivered after the termination date.
(c) Upon termination of this SaaS Agreement and upon subsequent written request by
the disclosing parry, the receiving parry of tangible Confidential Information shall immediately
return such information or destroy such information and provide written certification of such
destruction, provided that the receiving parry may permit its legal counsel to retain one archival
copy of such information in the event of a subsequent dispute between the parties.
(d) To the fullest extent of the law, Intentful maintains the right to destroy or otherwise
dispose of any of the Customer Data, User ID data, or Customer Content, in its possession upon
termination or the end of the term, and Customer is advised accordingly not to depend upon
Intentful's maintenance of such data. If Intentful is required to maintain any Customer data,
whether by law, or in response to Customer's request, the Customer shall pay all reasonable
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expenses incurred by the Supplier in returning or disposing of Customer data.
7. SERVICE LEVEL AGREEMENT
The Service Level SaaS Agreement ("SLA") for the SaaS Services is set forth in Exhibit C
hereto. The SLA sets forth Customer's sole remedies for availability or quality of the SaaS
Services including any failure to meet any guarantee set forth in the SLA.
8. WARRANTIES
8.1 Warranjy. Intentful represents and warrants that it will provide the SaaS Services in a
professional manner consistent with general industry standards and that the SaaS Services will
perform substantially in accordance with the Documentation. For any beach of a warranty,
Customer's exclusive remedy shall be as provided in Section 6, Term and Termination.
8.2 INTENTFUL WARRANTS THAT THE SAAS SERVICES WILL PERFORM IN ALL
MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. INTENTFUL
DOES NOT GUARANTEE THAT THE SAAS SERVICES WILL BE PERFORMED ERROR-
FREE OR UNINTERRUPTED, OR THAT INTENTFUL WILL CORRECT ALL SAAS
SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT INTENTFUL DOES NOT
CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES,
INCLUDING THE INTERNET, AND THAT THE SAAS SERVICE MAY BE SUBJECT TO
LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH
COMMUNICATIONS FACIL,ITIES.THIS SECTION SETS FORTH THE SOLE AND
EXCLUSIVE WARRANTY GIVEN BY INTENTFUL (EXPRESS OR IMPLIED) WITH
RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER INTENTFUL
NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE
THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE
UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL INTENTFUL OR ANY
OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION,THEFT
OR DESTRUCTION OF CUSTOMER'S OR ANY USER'S DATA, FILES, OR PROGRAMS.
9. LIMITATIONS OF LIABILITY
NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF INTENTFUL)
SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS,
PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY
THIRD PARTY IN CONNECTION WITH THIS SAAS AGREEMENT, REGARDLESS OF
THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE
OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. NEITHER PARTY'S AGGREGATE LIABILITY FOR DAMAGES UNDER
THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM
(INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY
CUSTOMER UNDER THIS SAAS AGREEMENT DURING THE 12 MONTHS PRECEDING
THE DATE THE CLAIM AROSE. The foregoing limitations shall not apply to the parties'
obligations (or any breach thereof) under Sections entitled "Restriction", "Indemnification", or
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"Confidentiality".
10. INDEMNIFICATION
10.1 Indemnification by Intentful. If a third parry makes a claim against Customer that the
SaaS Services infringes any patent, copyright or trademark, or misappropriates any trade secret,
or that Intentful's negligence or willful misconduct has caused bodily injury or death, Intentful
shall defend Customer and its directors, officers and employees against the claim at Intenful's
expense and Intentful shall pay all losses, damages and expenses (including reasonable attorneys'
fees) finally awarded against such parties or agreed to in a written settlement agreement signed
by Intentful, to the extent arising from the claim.
Intentful shall have no liability for any third-parry claim based upon, in whole or part,
(a) the Customer Content, (b) modification of the SaaS Services not authorized by Intentful, (c)
use of the SaaS Services other than in accordance with the Documentation and this SaaS
Agreement, or(d)from Customer's use of any of Intentful's procedurally generated content, SaaS
services, marketing, or other product of the SaaS services by Customer. Intentful may, at its sole
option and expense,procure for Customer the right to continue use of the SaaS Services, modify
the SaaS Services in a manner that does not materially impair the functionality, or terminate the
Subscription Term and repay to Customer any amount paid by Customer with respect to the
Subscription Term following the termination date, and such election will not be deemed a waiver
or admission of any kind.
10.2 Indemnification by Customer. If a third parry makes a claim against Intentful that the
Customer Content infringes any patent, copyright or trademark, or misappropriates any trade
secret, Customer shall defend and hold harmless Intentful and its parents, subsidiaries, affiliates,
agents, directors, officers and employees against the claim at Customer's expense and Customer
shall pay all losses, damages and expenses (including reasonable attorneys' fees)finally awarded
against such parties or agreed to in a written settlement agreement signed by Customer, to the
extent arising from the claim.
Similarly, If a third parry makes a claim against Intentful that the Customer Content or
SaaS Services or Other Services resulted in any liability to them, including but not limited to any
claims for liable, including defamation or slander, or any invasion of privacy or related tort, or
has caused any third person(s) any emotional distress, or has resulted in discriminatory, racist,
sexist, or other discriminatory conduct for any other protected class of person(s), or has violated
any other statutory right, or right arising from common law, Customer shall defend and hold
harmless Intentful and its parents, subsidiaries, affiliates, agents, directors, officers and
employees against the claim at Customer's expense and Customer shall pay all losses, damages
and expenses(including reasonable attorneys' fees)finally awarded against such parties or agreed
to in a written settlement agreement signed by Customer, to the extent arising from the claim.
10.3 Conditions for Indemnification. A parry seeking indemnification under this section shall
(a)promptly notify the other parry of the claim, (b)give the other parry sole control of the defense
and settlement of the claim, and (c) provide, at the other parry's expense for out-of-pocket
expenses,the assistance, information and authority reasonably requested by the other parry in the
defense and settlement of the claim.
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It. CONFIDENTIALITY
11.1 Definition. "Confidential Information" means any information disclosed by a parry to
the other parry, directly or indirectly, which, (a) if in written, graphic, machine-readable or other
tangible form, is marked as "confidential" or "proprietary," (b) if disclosed orally or by
demonstration, is identified at the time of initial disclosure as confidential and is confirmed in
writing to the receiving party to be"confidential" or"proprietary"within thirty (30) days of such
disclosure, (c) is specifically deemed to be confidential by the terms of this SaaS Agreement, or
(d)reasonably appears to be confidential or proprietary because of the circumstances of disclosure
and the nature of the information itself. Confidential Information will also include information
disclosed by third parties to a disclosing parry under an obligation of confidentiality. Subject to
the display of Customer Content as contemplated by this SaaS Agreement, Customer Content is
deemed Confidential Information of Customer. Intentful software and Documentation are
deemed Confidential Information of Intentful.
11.2 Confidentiality. During the term of this SaaS Agreement and for five(5)years thereafter
(perpetually in the case of software), each parry shall treat as confidential all Confidential
Information of the other party, shall not use such Confidential Information except to exercise its
rights and perform its obligations under this SaaS Agreement, and shall not disclose such
Confidential Information to any third party. Without limiting the foregoing, each party shall use
at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent
the disclosure of its own confidential information to prevent the disclosure of Confidential
Information of the other party. Each parry shall promptly notify the other party of any actual or
suspected misuse or unauthorized disclosure of the other party's Confidential Information.
Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other
tangible objects which embody the other party's Confidential Information and which are provided
to the party hereunder. Each party may disclose Confidential Information of the other party on a
need-to-know basis to its contractors who are subject to confidentiality agreements requiring
them to maintain such information in confidence and use it only to facilitate the performance of
their services on behalf of the receiving parry.
11.3 Exceptions. Confidential Information excludes information that: (a) is known publicly
at the time of the disclosure or becomes known publicly after disclosure through no fault of the
receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure
or becomes known to the receiving party, without restriction, from a source other than the
disclosing parry not bound by confidentiality obligations to the disclosing parry, or (c) is
independently developed by the receiving parry without use of the Confidential Information as
demonstrated by the written records of the receiving party. The receiving parry may disclose
Confidential Information of the other party to the extent such disclosure is required by law or
order of a court or other governmental authority, provided that the receiving party shall use
reasonable efforts to promptly notify the other party prior to such disclosure to enable the
disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each
party may disclose the existence of this SaaS Agreement and the relationship of the parties, but
agrees that the specific terms of this SaaS Agreement will be treated as Confidential Information;
provided, however, that each party may disclose the terms of this SaaS Agreement to those with
a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and
investors.
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11.4 Injunctive Relief. You agree that the provisions of this Section 11 (Confidentiality), as
well as Sections 2 (SaaS Services), 3 (Restrictions), 4 (Customer Responsibilities), 6 (Term and
Termination), and, without limitation, any other provision of this agreement that if not followed
presents an imminent danger of irreparable harm to Intentful (or its officers, directors, affiliates
or owners), the Intentful brand, branding or trade dress, Intentful's reputation or goodwill,
Intentful's intellectual property rights, Intentful's trade secrets or confidential information
(including proprietary software or data), Intentfuls copyrighted or patented information, data,
software or other information or processes, or Intentful's ability to provide or continue to provide
SaaS Services and Software to other customers, are necessary to protect Intentful's (and
Intentful's affiliates') legitimate business interests, including, without limitation, the protection
of the SaaS Services Software, our proprietary intellectual property, and our confidential data and
materials, as well as our ability to maintain and regain the goodwill of the business. With respect
to such violations of these provisions, Customer agrees that monetary damages alone cannot
adequately compensate Intentful if Customer directly or indirectly violates these Sections, and
Customer further agrees that a Court of competent jurisdiction may assume irreparable harm will
result without the need for Intentful to evince such harm. Customer similarity agrees that
injunctive relief is essential for the protection of Intentful and its affiliates. Customer accordingly
consents to Intentful seeking an injunction prohibiting any conduct by Customer, or its owners,
users, or any other person who were given access to proprietary or confidential information of
Intentful in violation of the terms of these Sections, or this agreement. Customer or its owners
agree to pay all court costs and reasonable attorneys' fees incurred by Intentful in connection with
the enforcement of this Section, including payment of all costs and expenses for obtaining specific
performance of, or an injunction against violation of, the requirements of each of these Sections,
or any other provision of this agreement that if not followed presents an imminent danger of
irreparable harm to Intentful.
12. GENERAL PROVISIONS
12.1 Non-Exclusive Service. Customer acknowledges that SaaS Services is provided on a
non-exclusive basis. Nothing shall be deemed to prevent or restrict Intentful's ability to provide
the SaaS Services or other technology, including any features or functionality first developed for
Customer, to other parties.
12.2 Personal Data. Customer hereby acknowledges and agrees that Intentful's performance
of this SaaS Agreement may require Intentful to process,transmit and/or store Customer personal
data or the personal data of Customer employees and Affiliates. By submitting personal data to
Intentful, Customer agrees that Intentful and its Affiliates may process, transmit and/or store
personal data only to the extent necessary for, and for the sole purpose of, enabling Intentful to
perform its obligations to under this SaaS Agreement. In relation to all Personal Data provided
by or through Customer to Intentful, Customer will be responsible as sole Data Controller for
complying with all applicable data protection or similar laws and laws implementing that
Directive that regulate the processing of Personal Data and special categories of data as such
terms are defined in that Directive. Customer agrees to obtain all necessary consents and make
all necessary disclosures before including Personal Data in Content and using the Enabling
Software and Intentful SaaS. Customer confirms that Customer is solely responsible for any
Personal Data that may be contained in Content, including any information which any Intentful
SaaS User shares with third parties on Customer's behalf. Customer is solely responsible for
determining the purposes and means of processing Customer Personal Data by Intentful under
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this Agreement, including that such processing according to Customer's instructions will not
place Intentful in breach of applicable data protection laws. Prior to processing, Customer will
inform Intentful about any special categories of data contained within Customer Personal Data
and any restrictions or special requirements in the processing of such special categories of data,
including any cross-border transfer restrictions. Customer is responsible for ensuring that the
Intentful SaaS meets such restrictions or special requirements. Intentful to process any Personal
Data that meets the requirements set forth in this Section according to these Terms of Use.
12.3 Intentful Personal Data Obligations._ In performing the SaaS Services, Intentful will
comply with the Intend Services Privacy Policy, which is available at
https://www.intentf,il.ai/ r1ivacy_ op licy and incorporated herein by reference. The Intend Services
Privacy Policy is subject to change at Intentful's discretion; however, Intentful policy changes
will not result in a material reduction in the level of protection provided for Customer data during
the period for which fees for the services have been paid. The services policies referenced in this
SaaS Agreement specify our respective responsibilities for maintaining the security of Customer
data in connection with the SaaS Services. Intentful reserves the right to provide the SaaS Services
from Host locations, and/or through use of subcontractors, worldwide. Intentful subscribes to the
United States/European Union Safe Harbor Principles, and as a result, appears on the U.S.
Department of Commerce Safe Harbor list(available at http://www.export.gov/safeharbor) as of
the effective date of this SaaS Agreement. Intentful's Safe Harbor certification specifically
includes Intentful's performance of services for customer provided personal information.
Intentful will only process Customer Personal Data in a manner that is reasonably necessary to
provide SaaS Services and only for that purpose. Intentful will only process Customer Personal
Data in delivering Intentful SaaS. Customer agrees to provide any notices and obtain any consent
related to Intentful's use of the data for provisioning the SaaS Services, including those related
to the collection,use,processing,transfer and disclosure of personal information. Customer shall
have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness
and retains ownership of all of Customer data.
12.4 Assignment.Neither Parry may assign this SaaS Agreement or any rights under this SaaS
Agreement, without the consent of Intentful, which consent shall not be unreasonably withheld,
conditioned or delayed; provided however, that either parry may assign this SaaS Agreement to
an acquirer of all or substantially all of the business of such parry to which this SaaS Agreement
relates, whether by merger, asset sale or otherwise. This SaaS Agreement shall be binding upon
and inure to the benefit of the parties' successors and permitted assigns. Either parry may employ
subcontractors in performing its duties under this SaaS Agreement,provided, however,that such
party shall not be relieved of any obligation under this SaaS Agreement.
12.5 Notices. Except as otherwise permitted in this SaaS Agreement, notices under this SaaS
Agreement shall be in writing and shall be deemed to have been given (a) five (5)business days
after mailing if sent by registered or certified U.S. mail, (b)when transmitted if sent by facsimile
or email, provided that a copy of the notice is promptly sent by another means specified in this
section, or (c) when delivered if delivered personally or sent by express courier service. All
notices shall be sent to the other party at the address set forth on the cover page of this SaaS
Agreement.
12.6 Force Majeure. Except for payment obligations, each party will be excused from
performance for any period during which, and to the extent that, such party or any subcontractor
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is prevented from performing any obligation or Service, in whole or in part, as a result of causes
beyond its reasonable control, and without its fault or negligence, including without limitation,
acts of God,strikes, lockouts,riots,acts of terrorism or war, epidemics,public health emergencies
(such as the Covid-19 pandemic), communication line failures, and power failures.
12.7 Waiver. No waiver shall be effective unless it is in writing and signed by the waiving
party. The waiver by either party of any breach of this SaaS Agreement shall not constitute a
waiver of any other or subsequent breach.
12.8 Severability. If any term of this SaaS Agreement is held to be invalid or unenforceable,
that term shall be reformed to achieve as nearly as possible the same effect as the original term,
and the remainder of this SaaS Agreement shall remain in full force.
12.9 Entire SaaS Agreement. This SaaS Agreement (including all Schedules and exhibits)
contains the entire agreement of the parties and supersedes all previous oral and written
communications by the parties, concerning the subject matter of this SaaS Agreement. This SaaS
Agreement may be amended solely in a writing signed by both parties. Standard or printed terms
contained in any purchase order or sales confirmation are deemed rejected and shall be void
unless specifically accepted in writing by the party against whom their enforcement is sought;
mere commencement of work or payment against such forms shall not be deemed acceptance of
the terms. Customer acknowledges that in entering into this agreement it does not rely upon, and
shall have no remedies in respect of, any statement, representation, assurance or warranty
(whether made innocently or negligently) that is not set out in this agreement. Customer has
independently investigated Al and procedurally generated content, and the risks and rewards of
using such content. Each party agrees that it shall have no claim for omission or
misrepresentation based on any statement in this agreement.
12.10 Survival. Sections 3, 6, and 8 throughthis 12 of this SaaS Agreement shall survive of this SaaS Agreement shall survive the
expiration or termination of this SaaS Agreement for any reason, along with any terms that may
be necessary to preserve Intentful's, or any of its parents', affiliates', subsidiaries' proprietary
righhs.
12.11 Publicily. Intentful may include Customer's name and logo in its customer lists and on
its website. Upon signing, Intentful may issue a high-level press release announcing the
relationship and the manner in which Customer will use the Intentful solution. Intentful shall
coordinate its efforts with appropriate communications personnel in Customer's organization to
secure approval of the press release if necessary.
12.12 Export Regulations. Export laws and regulations of the United States and any other
relevant local export laws and regulations apply to the SaaS Services. Customer agrees that such
export control laws govern its use of the SaaS Services(including technical data)and any services
deliverables provided under this Agreement, and Customer agrees to comply with all such export
laws and regulations. Customer agrees that no data, information, software programs and/or
materials resulting from services (or direct product thereof) will be exported, directly or
indirectly, in violation of these laws.
12.13 No Third-Party Beneficiaries. This SaaS Agreement is an agreement between the parties,
and confers no rights upon either party's employees, agents, contractors, partners of customers
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or upon any other person or entity.
12.14 Independent Contractor. The parties have the status of independent contractors, and
nothing in this SaaS Agreement nor the conduct of the parties will be deemed to place the parties
in any other relationship. Except as provided in this SaaS Agreement, neither parry shall be
responsible for the acts or omissions of the other parry or the other parry's personnel. Nothing in
this agreement is intended to or shall operate to create a partnership between the parties, or
authorize either parry to act as agent for the other, and neither parry shall have the authority to act
in the name or on behalf of or otherwise to bind the other in any way (including, but not limited
to,the making of any representation or warranty,the assumption of any obligation or liability and
the exercise of any right or power).
12.15 No Permitted Use of Trademark, Trade Dress, or Names. Customer is not authorized to
utilize Intentful's trademarks, marks, trade dress, or common law trademark rights, or those of
any Intentful's affiliates,parents, subsidiaries, owners, officers, or directors.
12.16 Statistical Information. Intentful may anonymously compile statistical information
related to the performance of the Services for purposes of improving the SaaS service, provided
that such information does not identify Customer's data or include Customer's name.
12.17 Governing Law. This SaaS Agreement, and to the extent applicable, any dispute or issue
that may arises between the parties hereto, including any controversy or claim arising out of or
relating to this contract, or the breach thereof, or the relationship between the parties, or any other
matter related to the SaaS services provided for herein, including with respect to all of the parties'
respective parents, subsidiaries, officers, directors, agents and employees, shall be governed by
the laws of the State of New York, excluding its conflict of law principles. The United Nations
Convention on Contracts for the International Sale of Goods shall not apply.
12.18 Compliance with Laws. Intentful shall comply with all applicable local, state, national
and foreign laws in connection with its delivery of the SaaS Services, including those laws related
to data privacy, international communications, and the transmission of technical or personal data.
Customer similarly agrees to comply with all applicable local, state,national and foreign laws in
connection with its procurement of the SaaS Services, and delivery of any data or information,
including Customer Content or User ID data, including those laws related to data privacy,
international communications, and the transmission of technical or personal data.
12.19 Dispute Resolution. The Parties agree that if any dispute arises between them, including
any controversy or claim arising out of or relating to this contract, or the breach thereof, or the
relationship between the parties, or any other matter related to the SaaS services provided for
herein, including with respect to all of the parties' respective parents, subsidiaries, officers,
directors, agents and employees (all of whom are bound by this dispute resolution provision),
before beginning any legal action to interpret or enforce this Agreement, they will first attempt
to resolve the dispute by direct negotiation (Negotiation), with the Parties having at least one
face-to-face meeting(or, if requested by either Parry,by video conference). If the dispute has not
been resolved within thirty (30) days after the face-face meeting, either Parry may begin
mediation procedures by notifying the other Parry, in writing, of its desire to engage in mediation
(the"Mediation Notice"). Mediation will be conducted by and under the then current Commercial
Mediation Procedures of the American Arbitration Association ("AAA"), before one mediator,
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mutually agreeable to the Parties.
If the Parties are unable to agree upon a mediator, the mediator shall be chosen by the AAA. The
Parties will share the costs of mediation, other than their own, respective, attorney fees, equally.
The mediation shall last no longer than two (2) days, unless otherwise agreed upon by written
agreement of both Parties. Mediation will be held in New York County, New York, USA, at a
location mutually agreeable to the Parties, or if no such agreement is made, at such other location
as is designated by the AAA. (Notwithstanding the foregoing, the mediation may be conducted
by video conference (e.g., Zoom) if any Party or the Mediator prefers to participate in such a
manner.)All applicable statutes of limitation shall be tolled from the date of the Mediation Notice
until thirty (30) days after the earlier of: (i) the mediation is completed; or (ii) the date the
mediation is terminated.
If mediation is agreed to be unsuccessful, or if the dispute is not resolved within ninety (90) days
of the receipt of the Mediation Notice, then the dispute shall be submitted for arbitration as
follows:
a. If Customer is located in the United States, then the Parties agree to arbitrate any
dispute between them, including any controversy or claim arising out of or relating
to this contract, or the breach thereof, or the relationship between the parties, or any
other matter related to the SaaS Services provided for herein, including with respect
to all of the parties' respective parents, subsidiaries, officers, directors, agents and
employees (all of whom are bound by this dispute resolution provision), before a
single arbitrator in accordance with the then current Commercial Arbitration Rules
(the"Rules")of the AAA.Arbitration proceedings will be held in New York County,
New York, USA, at a location mutually agreed to by the Parties, or if no such
designation is made, at such other location as is designated by the AAA.
(Notwithstanding the foregoing, the arbitration proceedings may be conducted by
video conference (e.g., Zoom) if any Party or the Arbitrator prefers to participate in
such a manner.) If proper notice of any hearing has been given, the arbitrator will
have full power to proceed to take evidence or to perform any other acts necessary
to arbitrate the matter in the absence of any Parry who fails to appear. The arbitrator
shall have the power to award any costs and expenses that the prevailing Party incurs,
including, without limitation, reasonable attorneys' fees, accountants' fees, AAA
filing fees, arbitrator's compensation and expenses, arbitrators' fees, experts' fees,
AAA administrative fees and related fees,in favor of the prevailing Party and against
the non-prevailing Parry or Parties. The Federal Arbitration Act shall govern,
excluding all state arbitration laws. New York law will govern all other issues. This
arbitration clause will not deprive any Parry of any right it may otherwise have to
seek provisional injunctive relief from a court of competent jurisdiction. Judgment
on an award rendered by the arbitrator may be entered in any court of competent
jurisdiction.
b. If Customer is located outside of the United States,then the Parties agree to arbitrate
any dispute between them, including any controversy or claim arising out of or
relating to this contract, or the breach thereof, or the relationship between the parties,
or any other matter related to the SaaS services provided for herein, including with
respect to all of the parties' respective parents, subsidiaries, officers, directors,
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agents and employees (all of whom are bound by this dispute resolution provision),
administered by the International Centre for Dispute Resolution in accordance with
its International Arbitration Rules. A single arbitrator shall be used. Arbitration
proceedings will be held in New York County, New York, USA, at a location
mutually agreed to by the Parties, or if no such designation is made, at such other
location as is designated by the ICDR. (Notwithstanding the foregoing, the
arbitration proceedings may be conducted by video conference (e.g., Zoom) if any
Parry or the Arbitrator prefers to participate in such a manner.) The arbitration shall
be conducted in English, and each parry (or its representative) shall be able to
communicate fluently in English. If proper notice of any hearing has been given,
the arbitrator will have full power to proceed to take evidence or to perform any
other acts necessary to arbitrate the matter in the absence of any Parry who fails to
appear. The arbitrator shall have the power to award any costs and expenses that the
prevailing Parry incurs, including, without limitation, reasonable attorneys' fees,
accountants' fees, ICDR filing fees, arbitrator's compensation and expenses,
arbitrators' fees, experts' fees, ICDR administrative fees and related fees, in favor of
the prevailing Parry and against the non-prevailing Parry or Parties. To the fullest
extent such jurisdictional selection is permitted, the Federal Arbitration Act shall
govern, excluding all state arbitration laws, and New York law will govern all other
issues. This arbitration clause will not deprive any Parry of any right it may otherwise
have to seek provisional injunctive relief from a court of competent jurisdiction.
Judgment on an award rendered by the arbitrator may be entered in any court of
competent jurisdiction.
In arbitrating any dispute, no cooperative, collective, or class actions are permitted. Customer
expressly waives any right to bring such a cooperative, collective, or class action by executing
this agreement.
In arbitrating any dispute,the Customer expressly waives,to the fullest extent possible, all claims
for any damages except actual damages, and the Arbitrator may not award other damages, except
for prevailing parry fee shifting (as provided for above). No claims for liquidated damages,
exemplary damages, punitive damages, compensatory damages, reputational damages, and any
other damages may be maintained, and the parties agree that the Arbitrator may summarily
dismiss such claims with prejudice from any demand or counterclaim based solely upon the
pleadings, demands, or counterclaims of a parry.
The Customer further agrees that all claims must be brought by customer within one year of the
accrual of such claim, e.g. the breach of this agreement, or if such breach or accrual could not be
reasonably discovered within that period, within one year of the time that the accrual of such
claim could be reasonably discovered.
To the greatest extent permissible under law, Customer agrees to keep the discussions, contents,
documents, or any information exchanged in any Negotiation, Mediation and Arbitration
confidential, and not share any discussions, contents, documents, or any information related to
such Negotiation,Mediation and Arbitration with any other parry, except as required by law, such
as by a lawfully issued subpoena or legal process, where the opposing parry has been given
sufficient notice of such subpoena or legal process, or as reasonably necessary to obtain legal
advice or accounting services (where such other parry such as a lawyer or accountant are similarly
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bound by confidentiality). In an Arbitration proceeding, such confidentiality shall include any
and all proceedings, transcripts, depositions, video or audio recordings, any data or data sets
produced, any and all copies of Software, the SaaS Services Software (including any and all
related data), all documents produced, exchanged, or utilized in connection with the Arbitration,
all motion papers,pleadings, claims, counterclaims, correspondences or information of any kind,
whether in hard copy, electronic stored information (ESI), or in any other format or medium.
12.20 Counterparts. This SaaS Agreement may be executed in multiple counterparts, each of
which when executed will be an original, and all of which, when taken together, will constitute
one agreement. Delivery of an executed counterpart of a signature page of this SaaS Agreement
by facsimile or other electronic transmission (including via pdf)will be effective as delivery of a
manually executed counterpart.
AUTOMATIC CUSTOMER CONSENT TO AGREEMENT BY USING OR
ACCESSING INTENTFUL'S SAAS SERVICES OR SOFTWARE
BY ACCESSING OR USING INTENTFUL'S SOFTWARE OR SERVICES OFFERING,
INCLUDING THE SAAS SERVICES, YOU ("CUSTOMER") SIGNIFY ACCEPTANCE OF
AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO
NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT
ACCESS OR USE THE SERVICES. IF THE PARTIES HAVE A FULLY EXECUTED
AGREEMENT THAT EXPRESSLY GOVERNS ORDERS FOR INTENTFUL'S SOFTWARE
AS A SERVICE AGREEMENT, SUCH AGREEMENT SHALL SUPERSEDE THIS
AGREEMENT.
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EXHIBIT A
SOFTWARE AND PRICE SCHEDULE
This Schedule A ("Schedule"), effective upon the SaaS Agreement Effective Date, documents the SaaS
Services, and Other Services (defined below)being purchased by Customer under the terms and
conditions of the SaaS Agreement dated , between Places Dot, LLC d/b/a
Intentful ("Intentful") and Monroe County Board of County Commissioners ("Customer").
SaaS Services:
The SaaS Service includes the following roducts:
License ID DB4D4FB920250250 Product Name
Custom Al Suite for DMOs
Fee/period Term
$16,800/Year 12 months
Free Trial Start Date Free Trial Length (in days)
May 1, 2025 92 days
Paid Usage Start Date Automatic Renewal Date
August 1, 2025 August 1, 2026
License ID Product Name
Fee/month Term (9 of months)
Free Trial Start Date Free Trial Length (in days)
Paid Usage Start Date Automatic Renewal Date
All fees are in U.S. dollars and exclude applicable taxes.
Customer Billing Information:
Billing Information Needed
Billing Department Name or Individual Contact:
Billing Department email:
Billing Department phone number
Billing Department Address:
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Support and Maintenance Services
Standard Support & Maintenance is included in the Subscription Fee.
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EXHIBIT B
SUPPORT AND MAINTENANCE SERVICES
1. Support and Maintenance Services:
Support and Maintenance Services are included in the SaaS Service subscription in Exhibit A and
entitles Customer to the following:
(a) Email support in order to help Customer locate and correct problems with the SaaS Services
Software.
(b) Bug fixes and code corrections to correct SaaS Services Software malfunctions in order to
bring such Software into substantial conformity with the operating specifications.
(c) All extensions, enhancements and other changes that In, at its sole discretion,makes or adds
to the SaaS Services Software and which Intentful furnishes, without charge, to all other
Subscribers of the SaaS Service.
(d) Every authorized User will have access to contacting Support by e-mail (see below for
support e-mail address).
(e) Customer and Intentful agree that Customer Services is intended only to provide assistance
with SaaS Services Software. However, Customer and Intentful agree that if both Intentful
and Customer agree, Customer Services, may, but is not required to, assist Customer with
other related computer or support services issues, including those that may arise from any
third-parry platform or software interfacing with the SaaS Services Software, or Customer's
data, computer, or communications systems, provided Intentful is not responsible in the
event that such assistance does not succeed, or causes Customer or any other person harm.
In any instance where Customer Services assists with any issue other than the specific SaaS
Services Software, Customer agrees to hold Customer Services harmless and indemnify
them against any problems that may arise as a result of Customer Services attempting to
assist Customer beyond the narrow issues concerning the SaaS Services Software.
2. Response and Resolution Goals:
Definitions:
(a) "Business Hours" generally means 9am-6pm EST, Monday through Friday, except holidays.
(b) "Fix"means the repair or replacement of Software component to remedy Problem.
(c) "Problem" means a defect in SaaS Software as defined in Intentful standard Software
specification that significantly degrades such Software, which shall be determined in
Intentful's exclusive discretion.
(d) "Respond" means acknowledgement of Problem received.
(e) "Workaround"means a change in the procedures followed or data supplied by Customer to
avoid a Problem without substantially impairing Customer's use of the Software.
In general, once a Problem is submitted to Intentful via the customer support e-mail (see below),
Intentful will endeavor to Respond within forty-eight (48) business hours, although such response
time is not guaranteed, and is dependent upon other factors, including but not limited to volume of
work at Customer Services, the underlying cause of the Problem (including outages with third-party
partners and providers), and Intentful's available resources. Upon receipt of a Customer Support
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report of a Problem, Intentful will then Respond with a confirmation of receipt of the reported
Problem, and Intentful support personnel will investigate the Problem. Customer Support will work
in a commercially reasonable effort to find a Workaround or Fix within seven(7)to ten(10)business
days, once the Problem is reproducible. Customer agrees to make its software, data and
communication systems reasonably accessible to Intentful to allow Intentful to investigate the
Problem, and attempt to find a Workaround of Fix. Intentful does not guarantee that it will be able
to find a Workaround or Fix for every Problem, and under no circumstances will Intentful be required
to expend more than a reasonable effort in investing and addressing a Problem,with the determination
of what constitutes a reasonable effort to be in Intenful's sole discretion. Intentful may incorporate
fix in future release of software, and has exclusive rights (including all intellectual property rights as
applicable, such as set forth under Sec. 2.3 of the agreement, above) to all Workarounds or Fixes
created by Intentful, or that are created in the process of utilizing Intentful's Customer Service.
3. Accessing Support
Customer Support offers several ways to resolve any technical difficulties.
Please contact Customer Support at the following support e-mail address:
supportL&intenful.ai.
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EXHIBIT C
SERVICE LEVEL AGREEMENT
Customer understands and agrees that Intentful operates in part by utilizing other third-parry platforms,
including at present, and not limited to, OpenAI, along with the Natural Language Processing Large
Language Model ("NLP LLM"), and other third-parry services that it may choose to utilize or contract
with, in order to provide the Services under this agreement. Customer understands and agrees that the
SaaS services are dependent in part upon the usage of these and other third-parry providers.
In addition, Customer's use of the SaaS Services is with the understanding that such SaaS Services are
intended to assist in providing marketing, and are not intended to be critical to the functioning of
Customer's business. If Customer should structure its company in a way that makes the SaaS Services
a critical part of its business operations, Intentful is not responsible for any interruptions of SaaS
Services, and any consequences thereof.
Intentful does not offer any specific uptime guarantee for the SaaS Services. The SaaS Services are not
intended to be critical for the day-to-day operations or functioning of a business, and therefore are not
intended to be reliable or available 100% of the time, or error-free. In addition, proper functioning of
the SaaS Services depends on connectivity, internet connection,network, and other infrastructure which
the Company is not responsible for, and may not have any control over. Intentful shall not be responsible
for such interruptions and any consequences thereof. The SaaS Services may be suspended temporarily
without notice for security reasons, system failure, maintenance and repair, or other circumstances.
Customer agrees that it will not be entitled to any refund or rebate for such suspensions.
Notwithstanding the foregoing, without waiver, and subject to the dispute resolution provisions herein,
Intentful retains the right to consider on a case-by-case basis any interruption or loss of SaaS Services,
and suggest an appropriate remedy where warranted. However, as noted elsewhere herein in greater
detail, Customer fully understands the risks and rewards of using the SaaS Services, and understands
that under no circumstances will Intentful be held responsible for any damages other than the return of
fees for use of the SaaS Services (See Dispute Resolution at 12.19, above).
Agreed by:
Places Dot, LLC Customer: Monroe County Board of County Commissioners
d/b/a Intentful (Seal)
Signature: % Attest: Kevin Madok, Clerk
���-� �v�2e�
Name: Marina Petrova As Deputy Clerk
Title: CEO MONROE COUNTY ATTORNEY
APPROVED AS TO FORM
June 19 2025 Mayor/Chairman ` olla�`t ('1 t _ 'Z ^�
Date: CHRISTINE I_IMBERT-BARROWS
SR.ASSISTANT COUNTY ATTORNEY
DATE:
Intentful SaaS Usage and License Agreement v [blank] 21
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Addendum
Monroe County Contract
Terms and Conditions
The Monroe County Board of County Commissioners (herein after"County-or-Customer') and Places
Dot, LLC d/b/a Intentful (herein after"Company") agree as set forth below.
The County and Company hereby enter into this addendum to the License Agreement and
Proposal/Scope of Work with Intentful" (-Agreement'). and agrees to the following:
The Agreement includes and incorporates the Quote, Terms and Conditions and this Addendum. Where
the terms " FL Keys &Keys West" or" The Florida Keys & Key West" or"Visit Florida Keys"is it shall
mean the County. To the extent that any terms conflict, the language as set forth in this Addendum shall
supersede any other terms and shall be binding.
The Agreement is a Public Record under Chapter 119, Florida Statutes. The parties agree to comply with
Chapter 119, Florida Statutes.
Payment will be made in accordance with the Local Government Prompt Payment Act, 218.70, Florida
Statutes. Payments due and unpaid under the Agreement shall bear interest pursuant to the Local
Government Prompt Payment Act. Company shall submit to the County invoices with Supporting
documentation that are acceptable to the Monroe County Clerk of Court and Comptroller (Clerk).
Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules, and
regulations as may govern the Clerk's disbursal of funds.
The County's performance and obligation to pay under this Agreement is contingent upon an annual
appropriation by the Monroe County Board of County Commissioners.
The County s'indemnification is limited and subject to the sovereign immunity provisions of Sec. 768.28,
Florida Statutes.
This Agreement shall not exceed $150,000.00. Any automatic renewal is subject to this not to exceed
amount of$150,000.00
Maintenance of Records: Company shall maintain all books, records, and documents directly pertinent
to performance under this Agreement in accordance with generally accepted accounting principles
consistently applied. Each party to this Agreement or their authorized representatives, shall have
reasonable and timely access to such records of each other parry to this Agreement for public records
purposes during the term of the Agreement and for five years following the termination of this Agreement.
If an auditor employed by the County or the determines that monies paid to Company pursuant to this
Agreement were spent for purposes not authorized by this Agreement, Company shall repay the monies
together with interest calculated pursuant to Sec. 55.03; FS, running from the date the monies were paid
to Company.
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Governing Law, Venue, Interpretation, Costs, and Fees: This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida applicable to contracts made and to be
performed entirely in the State. In the event that any cause of action or administrative proceeding is
instituted for the enforcement or interpretation of this Agreement, the Customer and Company
agree that venue shall lie in the appropriate court or before the appropriate administrative body in
Monroe County, Florida. This Agreement shall not be subject to arbitration.
Attorney's Fees and Costs: The Parties agree that in the event any cause of action or administrative
proceeding is initiated or defended by any parry relative to the enforcement or interpretation of this
Agreement,the prevailing parry shall be entitled to reasonable attorney's fees and court costs, as an award
against the non-pre prevailing parry, and shall include attorney's fees and courts costs in appellate
proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in
accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by
the circuit court of Monroe County.
Nondiscrimination: The Parties agree that there will be no discrimination against any person, and it is
expressly understood that upon a determination by a court of competent jurisdiction that discrimination
has occurred,this Agreement automatically terminates without any further action on the part of any parry,
effective the date of the court order. The Parties agree to comply with all Federal and Florida statutes, and
all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1)
Title VII of the Civil Rights Act of 1964 (PL 88-352)which prohibits discrimination on the basis of race,
color or national origin; 2) Title IX of the Education Amendment of 1972, as amended(20 USC ss.1681-
1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the
Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of
handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107)which prohibits
discrimination on the basis of age;5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as
amended,relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse
and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating
to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of
1912,ss. 523 and 527(42 USC ss. 690dd-3 and 290ee-3), as amended,relating to confidentiality of alcohol
and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as
amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with
Disabilities Act of 1990 (42 USC s. 12101 Note), as maybe amended from time to time, relating to
nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article 11, which
prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual
orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination
provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this
Agreement.
Public Records Compliance. Company must comply with Florida public records laws, including but
not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The
County and Company shall allow and permit reasonable access to, and inspection of, all documents,
records, papers, letters or other "public record" materials in its possession or under its control subject to
the provisions of Chapter 119, Florida Statutes, and made or received by the Customer and Company in
conjunction with this contract and related to contract performance. The Customer shall have the right to
unilaterally cancel this contract upon violation of this provision by Company. Failure of Company to abide
by the terms of this provision shall be deemed a material breach of this contract and the Customer may
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enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing parry, be
entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision
shall survive any termination or expiration of the contract. Company is encouraged to consult with its
advisors about Florida Public Records Law in order to comply with this provision.
Non-Waiver of Immunity: Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the
participation of the Customer and Company in this Agreement and the acquisition of any commercial
liability insurance coverage, self-insurance coverage, or local government liability insurance pool
coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any
contract entered into by the County be required to contain any provision for waiver.
Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the terms, or any of
them, of this Agreement to enforce or attempt to enforce any third-parry claim or entitlement to or benefit
of any service or program contemplated hereunder, and the County and the Company agree that neither
the Customer nor the Company or any agent, officer, or employee of either shall have the authority to
inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or
entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to
the community in general or for the purposes contemplated in this Agreement.
No Personal Liability: No covenant or agreement contained herein shall be deemed to be a covenant or
agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity,
and no member, officer,agent or employee of Monroe County shall be liable personally on this Agreement
or be subject to any personal liability or accountability by reason of the execution of this Agreement.
E-Verify System - In accordance with F.S. 448.095, Any Contractor and any subcontractor shall register
with and shall utilize the U.S. Department of Homeland Sccurity's F-Verify system to verify the work
authorization status of all new employees hired by the Company during the term of the Contract and shall
expressly require any subcontractors performing work or providing services pursuant to the Contract to
likewise utilize the U.S. Department of Honicland Sccuzrity's :E-Verify system to verify the work
authorization status of all new employees hired by the subcontractor during the Agreement term. Any
subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or
subconstruct with an unauthorized alien. Company shall comply with and be subject to the provisions of
F.S. 448.095
COUNTY FORMS. By signing this Agreement, Company has sworn or affirmed to the following
requirements as set forth in the Public Entity Crime Statement, Ethics Statement, Drug-Free Workplace
Statement, Vendor Certification Regarding Scrutinized Companies List and Affidavit Attesting To
Noncoercive Conduct For Labor Or Services as set forth in more detail in this Agreement.
Public Entity Crime Statement
Company certifies and agrees that Company nor any Affiliate has been placed on the convicted
vendor list within the last 36 months.
In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the
Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit a
bid on a contract to provide goods or services to a public entity; may not submit a bid on a contract with a
public entity for the construction or repair of a public building or public work; may not submit bids on
leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier,
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subcontractor or consultant under a contract with any public entity; and may not transact business with
any public entity.
A person or affiliate who has been placed on the convicted vendor list following a conviction for public
entity crime may not submit a bid, proposal or reply on contracts to provide any goods or services to a
public entity,may not submit a bid,proposal or reply on a contract with a public entity for the construction
or repair of a public building or public work, may not submit bids, proposals or replys on leases of real
property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor,
Company or subcontractor under a contract with any public entity, and may not transact business with
any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes,
for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor
list.
By signing this Agreement, Company represents that the execution of this Agreement will not violate the
Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in
termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from
Customer's competitive procurement activities.
In addition to the foregoing, Company further represents that there has been no determination, based on
an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida Statutes,
as a "public entity crime" and that it has not been formally charged with committing an act defined as a
"public entity crime"regardless of the amount of money involved or whether Company has been placed on
the convicted vendor list.
Company will promptly notify the Customer if it or any subcontractor is formally charged with
an act defined as a "public entity crime" or has been placed on the cony icted N endor list.
Ethics Clause
By signing this Agreement, Company warrants that he/it has not employed, retained or otherwise had act
on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-
1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010- 1990. For breach
or violation of this provision the Customer may, in its discretion, terminate this Agreement without
liability and may also,in its discretion,deduct from the Agreement or purchase price, or otherwise recover,
the full amount of any fee,commission,percentage,gift, or consideration paid to the former County officer
or employee.
VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS
Company agrees and certifies compliance with the following:
Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or
entering into or renewing a contract for goods or services of any amount if, at the time of contracting or
renewal,the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section
215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also
prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract
for goods or services of$1,000,000 or more,that are on either the Scrutinized Companies with Activities
in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Lists which were created
pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria.
As the person authorized to sign on behalf of Company, I hereby certify that the company identified above
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is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and
for Projects of $1,000,000 or more is not listed on either the Scrutinized Companies with Activities in
Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism List, or engaged in business
operations in Cuba or Syria.
I understand that pursuant to Section 287.135, Florida Statutes, the submission of a false certification
may subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract
with the County may be terminated, at the option of the County, if the company is found to have submitted
a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged
in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the
Scrutinized Companies with Activities in the Iran Terrorism List or been engaged in business operations
in Cuba or Syria.
Note: The List are available at the following Department of Management Services Site:
11g1i M// ,(hw, i � 6l�jjd<b_coiii/bljsjr I ,mmZ lia lorl ,/"I"it m -d- a <b_a-- - -v -
dis
Non-Collusion Affidavit
Company by signing this Agreement, according to law on my oath, and under penalty of perjury, depose
and say that the person signing on behalf of the firm of Company, the bidder making the Proposal for the
project described in the Scope of Work and that I executed the said proposal with full authority to do so;
the prices in this bid have been arrived at independently without collusion, consultation, communication
or agreement for the purpose of restricting competition, as to any matter relating to such prices with any
other bidder or with any competitor;unless otherwise required by law,the prices which have been quoted
in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the
bidder prior to bid opening, directly or indirectly,to any other bidder or to any competitor; and no attempt
has been made or will be made by the bidder to induce any other person, partnership or corporation to
submit, or not to submit, a bid for the purpose of restricting competition; the statements contained in this
affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of
the statements contained in this affidavit in awarding contracts for said project.
AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT FOR LABOR OR SERVICES
COMPANY is required to provide an affidavit under penalty of perjury attesting that COMPANY does
not use coercion for labor or services in accordance with Section 787.06, Florida Statutes.
As defined in Section 787.06(2)(a), coercion means:
1. Using or threating to use physical force against any person;
2. Restraining, isolating, or confining or threating to restrain, isolate, or confine any person
without lawful authority and against her or his will;
3. Using lending or other credit methods to establish a debt by any person when labor or
services are pledged as a security for the debt, if the value of the labor or services as
reasonably assessed is not applied toward the liquidation of the debt, the length and nature of
the labor or service are not respectively limited and defined;
4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or
purported passport, visa, or other immigration document, or any other actual or purported
government identification document, of any person;
5. Causing or threating to cause financial harm to any person;
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6. Enticing or luring any person by fraud or deceit; or
7. Providing a controlled substance as outlined in Schedule I or Schedule II of Section 893.03 to
any person for the purpose of exploitation of that person.
As a person authorized to sign on behalf of COMPANY, I certify under penalties of perjury that
COMPANY does not use coercion for labor or services in accordance with Section 787.06.
Additionally, COMPANY has reviewed Section 787.06, Florida Statutes, and agrees to abide by same.
INSURANCE: The Company shall maintain the following required insurance throughout the entire
term of this Agreement and any extensions. Failure to comply with this provision may result in the
immediate suspension of all work until the required insurance has been reinstated or replaced. Delays
in the completion of work resulting from the failure of the Contractor to maintain the required
insurance shall not extend any deadlines specified in this Agreement and any penalties and failure to
perform assessments shall be imposed as if the work had not been suspended, except for Company's
failure to maintain the required insurance.
Commercial General Liability Insurance with minimum limits of$500,000 Combined Single Limit(CSL)
If split limits are provided, the minimum limits acceptable shall be $250,000 per Person $500,000 per
occurrence $50,000 property damage.
The Monroe County BOCC shall be named as Additional Insured as their interests may appear on all
insurance policies issued to satisfy the above requirements.
Grantee shall provide to the County, as satisfactory evidence of the required insurance, including the
insurance policy application and either:
• Original Certificate of Insurance, OR
• Certified copy of the actual insurance policy, OR
• Certificate of Insurance e-mailed from Insurance Agent/Company to County Risk
Management- Telephone Galen Jones at (305) 292-3470 for details (Certificates can
be e-mailed directly from the insurance agency to: Jones-Gael an@MonroeCounty-
Fl.gov—The e-mail must state that this is a certificate for a TDC project and should be
forwarded to Ammie Machan at the TDC administrative office)
An original certificate or a certified copy of any or all insurance policies required by this contract shall be
filed with the Clerk of the BOCC prior to the contract being executed by the Clerk's office. The Insurance
policy must state that the Monroe County BOCC is the Certificate Holder and additional Insured for this
contract.
Places and Dot,LLC d/b/a Intentful
jZ�GCl/1.l,IZCL �2Z�2.dl��/L
Signature
Marina Petrova - CEO
Title
June 19, 2025
Date
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DATE(MM/DD/YYYY)
ACORD® CERTIFICATE OF LIABILITY INSURANCE
06/24/2025
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be
endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A
statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
NAME:
HISCOXInc. PHONE $$$ 202-3007 FAX
5 Concourse Parkway -MA Lo Ext: ( ) vc No
Suite 2150 ADDRESS: contact@hiscox.com
Atlanta GA, 30328 INSURER(S)AFFORDING COVERAGE NAIC#
INSURERA: Hiscox Insurance Company Inc 10200
INSURED
INSURER B
placesdot,Ilc INSURER C7
241 W 37th Street
Rm 724 INSURER D
New York, NY 10018 INSURER E
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE ADDL SUBR POLICPOLICY NUMBER MM/DDY EFF MM/pY EXP LIMITS
LTR
X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000
DA
CLAIMS-MADE � OCCUR PREM SESOEa occurrDence $ 100,000
MED EXP(Any one person) $ 5,000
A Y Y P100.432.238.4 08/01/2024 08/01/2025 PERSONAL&ADV INJURY $ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000
X POLICY JE� LOC PRODUCTS-COMP/OP AGG $ S/T Gen.Agg.
OTHER: $
AUTOMOBILE LIABILITY COMBINEDSINGLELIMIT $
Ea accident
ANY AUTO BODILY INJURY(Per person) $
ALL OWNED SCHEDULED BODILY INJURY(Per accident) $
AUTOS AUTOS
NON-OWNED PROPERTY DAMAGE $
HIRED AUTOS AUTOS APer accident
UMBRELLALIAB OCCUR EACH OCCURRENCE $
EXCESS LAB CLAIMS-MADE AGGREGATE $
DED RETENTION$ $
WORKERS COMPENSATION A t6K T PER OTH-
AND EMPLOYERS'LIABILITY Y/N '�^) STATUTE ER
ANYPROPRIETOR/PARTNER/EXECUTIVE IQY.�.m,�..' 6 rJ � E.L.EACH ACCIDENT $
OFFICE R/M EMBER EXCLUDED? ❑ N/A DT,6,^, ., .,mm, ,�
(Mandatory in NH) �, - E.L.DISEASE-EA EMPLOYEE $
If yes,describe under WAMM
DESCRIPTION OF OPERATIONS below I E.L.DISEASE-POLICY LIMIT $
A Professional Liability Y P100.431.281.4 08/01/2024 08/01/2025 Each Claim:$2,000,000
Aggregate:$2,000,000
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required)
Monroe County Board of County Commissioners is an additional insured per policy terms and conditions.This is a certificate for a TDC project.The certificate sh
ould be forwarded to Ammie Machan at the TDC administrative office. The work and services for the project are being provided by Places Dot, LLC d/b/a Intentfu
I.
CERTIFICATE HOLDER CANCELLATION
Monroe County Board of County Commissioners County Risk Management
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
r/
@ 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD 2079