HomeMy WebLinkAboutCommon Sense AI, Inc. 06.23.2026ACTIVE/202395086.1ACTIVE/202395086.1
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MASTER SERVICES AGREEMENT
This Master Services Agreement (this "Agreement") is entered into as of ____________ (the
"Effective Date") by and between Common Sense AI, Inc. (the “Company”) and the customer listed
below (“Customer”). This Agreement includes and incorporates the order form, attached hereto as
Exhibit A and any future order form entered into between the parties, the Terms and Conditions attached
hereto as Exhibit B (the “Terms and Conditions”), and the form Statement of Work (“SOW”) attached
hereto as Exhibit C. In the event of different or conflicting terms, the terms and conditions of this Order
Form or a Statement of Work shall take precedence over the Terms and Conditions but solely with respect
to the services performed under such Order Form or Statement of Work or if otherwise expressly
specified in such Order Form or Statement of Work.
CUSTOMER INFORMATION
Customer name: Town of Los Altos Hills, CA
Contact: Cody Einfalt, Arika Miller
Address: 26379 Fremont Road, Los Altos Hills, CA 94022
Phone: 650-947-2508 |
Email: ceinfalt@losaltoshills.ca.gov, amiller@losaltoshills.ca.gov
Each party represents and warrant that the individual signing for such party below has all requisite power
and authority to bind such party to this Agreement. This Agreement may be executed in counterparts,
each of which will be deemed an original, but all of which taken together will constitute but one and the
same instrument. Any signature on any notice or other document executed in connection with this
Agreement may be transmitted in .PDF files or by facsimile and will be treated for all purposes as an
original document.
Common Sense AI, Inc. Town of Los Altos Hills, CA:
By: By:
Name: Adam Judelson Name: Cody Einfalt
Title: Founder & CEO Title: City Manager
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EXHIBIT A
Order Form No. 1
This Order Form, dated as of ____________, is entered into by and between Common Sense AI, Inc. (the
“Company”) and Town of Los Altos Hills, CA (“Customer”) and subject to the terms of the Master
Services Agreement, dated as of ____________ by and between the Company and Customer.
SERVICE
Service: Company’s AI-powered public records request system designed to provide easy-to-navigate AI-
style access to public information while streamlining workflows, ensuring compliance with the California
Public Records Act (CPRA), and increasing responsiveness to the public
TERMS AND FEES
Initial Term: 12 months
Fees: $8,500, billed annually (early adopter pricing)
Promotional Pricing Condition: The Fees stated above are contingent upon full execution of this
Agreement on or before June 30, 2026. In the event this Agreement is not fully executed by June 30,
2026, the annual Fee shall be $10,000.
Invoicing: The invoice shall be issued upon execution of this Agreement and shall be due and payable
within thirty (30) days of the Effective Date.
Renewal Pricing: In the event Customer elects to renew this Agreement, the annual Fee for each renewal
term shall be the then-current annual Fee increased by five percent (5%).
OTHER TERMS
Document Processing Limit: The Service includes processing of up to 350,000 pages of Customer
documents per Agreement year ("Annual Page Limit"). Processing in excess of the Annual Page Limit
may be subject to additional fees as mutually agreed upon by the parties in writing prior to such excess
processing.
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EXHIBIT B
TERMS AND CONDITIONS
1. DEFINITIONS
1.1 “Authorized User” means any person who is authorized by Customer to access and use the
Service. Any individual using Customer’s access credentials or creating an account from an invitation
sent by Customer will be presumed to be authorized by Customer unless Customer notifies the Company
that such individual is not authorized.
1.2 “Confidential Information” means all business, technical or third party information of a party,
including trade secrets, know-how, processes, pricing and financial data, software and documentation,
which are provided, disclosed, or made available to the other party under this Agreement that is either
identified, orally or in writing, as confidential or would be understood to be confidential by a reasonable
person under the circumstances of disclosure. Notwithstanding the foregoing, information that is subject
to disclosure under applicable public records or open records laws shall not be considered Confidential
Information for purposes of this Agreement.
1.3 “Service” means the platform subscribed to by Customer as set forth in an Order Form, together
with all tools, functionalities and technologies available thereon (including any API, software or other
service offered by the Company in connection therewith) and all updates and upgrades thereto.
2. SERVICE ACCESS; RESTRICTIONS
2.1 Order Forms. From time to time, the parties may enter into an order form setting forth the
specific platform application features or functionalities that Customer may access and use, pricing and
other applicable terms (each, an “Order Form”).
2.2 Access to the Service. Subject to the terms of this Agreement and the applicable Order Form(s),
the Company hereby grants Customer a non-exclusive right to access and use the Service solely for
Customer’s internal business purposes during the Term.
2.3 Usage Restrictions. Customer will not, and will not permit its Authorized Users or any third
party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, or
underlying structure, ideas, know-how or algorithms relevant to the Service (except to the extent such
restrictions are contrary to applicable law); (b) modify, translate, copy, or create derivative works based
on the Service; (c) use the Service for timesharing or service bureau purposes or otherwise for the benefit
of a third party (other than Authorized Users); (d) use the Service to create or develop a competitive
product or service; (e) attempt to gain unauthorized access to the Service or make the Service available to
anyone other than its Authorized Users; (f) send or store material containing software viruses, worms,
Trojan horses or other harmful computer code, files, scripts, agents or programs through the Service; (g)
interfere with or disrupt the integrity or performance of the Service; (h) circumvent, remove, alter or
thwart any technological measure or content protections of the Service; (i) use any spider, crawler,
scraper or other automatic device, process or software that intercepts, mines, scrapes, extracts or
otherwise accesses the Service to monitor, extract, copy or collect information or data from or through the
Service; or (j) otherwise use the Service except as expressly permitted herein.
2.4 Authorized Users. As part of the registration process, Customer will identify an administrative
user name and password for Customer’s account. Customer may use the administrative user name and
password to create accounts for additional Authorized Users. Authorized Users are not permitted to share
their accounts with any other person or entity. Customer agrees that it is responsible for ensuring that it
and its Authorized Users maintain the confidentiality of their account information and its Authorized
Users comply with this Agreement. Customer acknowledges that it is solely responsible for any liabilities
arising from (a) an Authorized User’s non-compliance with this Agreement and (b) any activity that
occurs through an Authorized User’s account. Although the Company has no obligation to monitor
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Customer’s use of the Service, the Company may do so and may prohibit any use of the Service it
believes may be in violation of this Agreement.
2.5 Modifications. The Company may modify, amend, alter, supplement or replace the Service from
time to time, in whole or in part, without any notice to Customer; provided that the Company will use
reasonable efforts to provide Customer written notice if the Company believes that any modification,
amendment, alteration, supplement or replacement will cause a material adverse effect on Customer’s
access or use of the Service. Customer agrees that its entry into this Agreement is not contingent on the
Company developing, delivering or otherwise making available any future functionality or features of the
Service, or dependent on any oral or written public comments made by the Company regarding future
functionality or features of the Service.
2.6 Support Services. The Company will use commercially reasonable efforts to make the Service
available except for any unavailability due to (a) emergency or planned downtime, (b) force majeure
events or other circumstances beyond the Company’s reasonable control or (c) any third party product,
service or application. Customer support for the Service can be reached at Adam Judelson (email:
adam@commonsensetech.ai, cell: (202) 352-7757) and Spencer Rogers (email:
spencer@commonsensetech.ai, cell: (626) 375-8311). The Company will use commercially reasonable
efforts to respond to Customer’s support requests within two business days.
2.7 Professional Services. If Customer desires to engage the Company to perform additional services
in the future, such as developing or implementing any customizations or otherwise modifying certain
Service functionalities (such additional services, “Professional Services”), the parties will enter into a
SOW substantially in the form attached as Exhibit C hereto. The SOW will set forth, among other things,
applicable fees due for the Professional Services.
3. Data
3.1 License to Customer Data. Customer is solely responsible for all data, content, information, and
other materials uploaded, posted or otherwise provided to or through the Service by Customer and its
Authorized Users (the “Customer Data”). Customer is responsible for (a) the accuracy, quality and
legality of Customer Data, and (b) the means by which Customer acquired Customer Data. Customer
hereby grants the Company a non-exclusive, royalty-free, fully-paid worldwide license (with the right to
sublicense to the Company’s subcontractors performing services for the Company and to third party
service providers used by the Company in providing the Service) to access, use, reproduce and create
derivative works of all Customer Data to provide and improve the Service and any related Support
Services or Professional Services to Customer during the Term. Furthermore, the Company shall have the
right to collect and analyze data and other information relating to Customer’s use and access of the
Service (“Usage Data”) and the Company will be free (during and after the Term) to use such Usage Data
for any lawful purpose, provided that any disclosure of Usage Data shall be solely in aggregate or other
de-identified form.
3.2 Data Security. The Company employs a number of commercially reasonable technical,
organizational and physical safeguards designed to protect Customer Data from accidental loss or
destruction, unauthorized disclosure, or damage. These safeguards include, but are not limited to: (a)
industry standard encryption for Customer Data in transit and at rest; (b) access controls, implemented
adhering to the principle of “least privilege”, designed to prevent Customer Data from being read, copied,
modified, or deleted without authorization; (c) network security employing a defense-in-depth approach
that utilizes commercially available equipment and industry standard techniques; and (d) secure data
destruction procedures. The Company contractually requires subcontractors with access to Customer
Data to maintain appropriate safeguards for Customer Data. The Company enters into confidentiality
arrangements with Company personnel with access to Customer Data and provides security training to
such personnel to educate them on information security standards and best practices.
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3.3 Security Incidents. The Company shall (a) report any confirmed breach of the Company’s
security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or
access to, Customer Data (“Security Incident”) to Customer without undue delay after the Company
discovers a Security Incident has occurred, and (b) take appropriate measures to address the Security
Incident, including measures to mitigate any adverse effects resulting from the Security Incident. The
Company shall keep the Customer informed regularly of the progress of its investigation.
4. PROPRIETARY RIGHTS
4.1 Company Rights. The Company shall own and retain all right, title and interest in and to (a) the
Service, and all improvements, enhancements or modifications thereto, (b) all results and work product
developed in the performance of Support Services and Professional Services, and (c) all intellectual
property rights related to any of the foregoing. All rights to the Service not expressly granted under this
Agreement are reserved by the Company.
4.2 Feedback. Customer acknowledges that all suggestions for corrections, changes, additions or
modifications to the Service, and any other feedback provided by Customer (collectively, “Feedback”) are
the exclusive property of the Company and Customer hereby assigns all rights in and to any Feedback to
the Company.
4.3 Customer Rights. As between the parties, subject to the Company’s rights to use the Customer
Data as granted by Customer above, Customer owns all right, title and interest in and to the Customer
Data.
5. PAYMENT OF FEES
5.1 Payment. Customer shall pay the fees specified in each Order Form and SOW and other
applicable fees that may be due hereunder (the “Fees”). Once per calendar year, and with at least 60 days
advance written notice, the Company may increase any Fees. The Company shall bill Customer through
an invoice. Any charges that Customer disputes must be notified to the Company within thirty (30) days
after the invoice. Full payment for invoices issued in any given month must be received by the Company
thirty (30) days after the date of the invoice. Unpaid Fees are subject to a finance charge of 1.5% per
month, or the maximum permitted by law, whichever is lower. Customer shall be responsible for all
taxes associated with its use of the Service other than taxes based on the Company’s net income.
6. CONFIDENTIALITY
6.1 Confidential Information. Each party (the “Receiving Party”) understands that the other party
(the “Disclosing Party”) has disclosed or may disclose Confidential Information. Confidential
Information of the Company includes non-public information regarding features, functionality and
performance of the Service, pricing terms for the Service and the terms of this Agreement. The Receiving
Party agrees: (a) to use at least the same care and precaution in protecting the Disclosing Party’s
Confidential Information as the Receiving Party uses to protect its own proprietary information and trade
secrets, but in no event less than a reasonable degree of care and (b) not to use or disclose to any third
person any of Disclosing Party’s Proprietary Information except for the Receiving Party’s employees,
attorneys, advisors and potential investors who are bound by written agreement to keep such information
confidential. This Section 6 will not apply to the protection of Customer Data, which is subject to the
terms of Section 3.2 and Section 3.3. Nothing in this Section 6 shall be construed to limit or restrict
Customer’s obligations under applicable public records, open records, open meetings, or open
government laws, and any disclosure made by Customer pursuant to such laws shall not constitute a
breach of this Agreement.
6.2 Exceptions. The Disclosing Party agrees that the foregoing Section 6.1 shall not apply with
respect to any information that the Receiving Party can document (a) is or becomes generally available to
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the public, or is subject to disclosure under applicable public records or open records laws (b) was in its
possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it
without restriction by a third party or (d) was independently developed without use of any Proprietary
Information of the Disclosing Party.
6.3 Disclosure by Law. Notwithstanding this Section 6, the Receiving Party may disclose the
Confidential Information of the Disclosing Party in the event that the Receiving Party receives a subpoena
or other government process that purports to require the production of Confidential Information of the
Disclosing Party for use in an action or proceeding, provided that the Receiving Party shall (a) promptly
inform the entity issuing such subpoena or other government process of the existence of this Agreement,
(b) promptly inform the Disclosing Party of the receipt of such subpoena or other government process and
(c) not oppose any effort by the Disclosing Party to quash or limit any such subpoena or other
government process. In the event the Disclosing Party fails to intervene to quash or limit such subpoena
or other government process after being given notice and a reasonable opportunity to do so or such
intervention fails or is denied by a court of competent jurisdiction, such Confidential Information may be
produced; provided, that such Confidential Information shall not lose its confidential status through such
use and the Receiving Party shall take all reasonable and necessary steps to maintain the confidentiality of
such Confidential Information during such use.
6.4 Return of Confidential Information. Upon the request of either party, copies and embodiments of
such party’s Confidential Information shall be promptly returned to such party by the Receiving Party or
destroyed by the Receiving Party, and the Receiving Party agrees to certify such destruction in writing.
Notwithstanding the foregoing, Customer may retain copies of Confidential Information to the extent
required by applicable law, records retention policies, or legal holds applicable to Customer as a
governmental entity.
7. TERM AND TERMINATION
7.1 Term. Subject to earlier termination as provided below, this Agreement will commence on the
Effective Date and continue for the term noted in an Order Form (the “Initial Term”) and shall thereafter
automatically renew for successive terms of one year each, unless either party provides the other with
written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.
7.2 Termination for Breach. Either party may terminate this Agreement upon written notice if the
other party materially breaches any of the terms or conditions of this Agreement and fails to cure such
breach within thirty (30) days of notice thereof.
7.3 Suspension. Without limiting the Company’s rights under Section 7.2, the Company may
immediately suspend access to the Service if Customer breaches this Agreement until such breach is
cured.
7.4 Effects of Termination. No termination of this Agreement shall affect any rights or liabilities of a
party that accrued prior to the date of termination, including any Fees accrued or payable to the Company
prior to the effective date of termination.
7.5 Survival. The provisions of Sections 1, 3.1, 4, 5, 6, 7.4, 7.5, 8, 9, 10, 11, 12, 13, and 14 shall
survive any termination of this Agreement.
8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER
8.1 By Both Parties. Each party represents and warrants to the other party that: (a) it is duly
organized, validly existing, and in good standing under the laws of the state of its formation or
incorporation and has full right and power to enter into this Agreement and to perform fully all of its
obligations hereunder; and (b) it is not party to any other agreements, written or oral, with any third party
in conflict herewith.
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8.2 By the Company. The Company represents and warrants that the Service will operate in all
material respects in conformity with any documentation provided by the Company. In the event of a
breach of the warranty in this Section 8.2, Customer shall notify the Company in writing of the alleged
issue, providing details of the problems, and upon confirmation of the issue by the Company, the
Company will use commercially reasonable efforts to promptly correct any identified problem or provide
work-arounds that address the identified issue to enable the Service to perform in accordance with this
limited warranty. If the Company is unable to correct any identified problem, the Company shall notify
Customer and Customer have the right to terminate this Agreement upon thirty (30) days’ written notice
to the Company and the Company will refund Customer any pre-paid amounts for periods that have not
yet occurred on the date of termination. The foregoing shall be the Company’s sole obligation and
exclusive liability, and Customer’s sole and exclusive remedy, for any breach of the warranty in this
Section 8.2.
8.3 DISCLAIMER. EXCEPT FOR THE WARRANTIES EXPLICITLY SET FORTH IN THIS
SECTION 8, THE SERVICE, SUPPORT SERVICES, PROFESSIONAL SERVICES AND ALL DATA
AND INFORMATION PROVIDED BY THE COMPANY ARE PROVIDED “AS IS” WITHOUT
WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM
EXTENT PERMITTED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-
INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE
UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE
RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE OR THAT THE QUALITY
OF THE SERVICE, SUPPORT SERVICES, PROFESSIONAL SERVICES, OR ANY DATA,
INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH USE OF THE SERVICE, WILL
MEET CUSTOMER’S EXPECTATIONS.
9. INDEMNIFICATION
9.1 By the Company. The Company will (a) defend harmless Customer from any claim, suit or
proceeding (“Claim”) brought against Customer by a third party alleging that the Service infringes any
intellectual property right of such third party and (b) indemnify and hold Customer harmless from any
damages, losses, expenses, costs or liabilities finally awarded against Customer by a court of competent
jurisdiction as a result of such Claim. Notwithstanding the foregoing, the Company will have no
obligation under this Section 9.1 or otherwise with respect to any Claim to the extent based upon (i) any
unauthorized use, reproduction, or distribution of the Service or any breach of this Agreement by
Customer, (ii) any combination of the Service with other products, equipment, software or data not
supplied by the Company, (iii) any modification of the Service by any person other than the Company or
its authorized agents or contractors, or (iv) any activity after the Company has provided Customer with a
work around or modification that would have avoided such issue without materially adversely affecting
the functionality or availability of the Service (items (i) through (iv), the “Excluded Activities”). If the
Company reasonably believes that all or any portion of the Service, or the use thereof, is likely to become
the subject of any infringement Claim, the Company may procure, at the Company’s expense, for
Customer the right to continue using the Service in accordance with the terms hereof, replace or modify
the allegedly infringing Service to make it non-infringing, or, in the event the preceding is infeasible or
not commercially practicable, the Company may, in its sole discretion, terminate this Agreement upon
written notice to Customer and the Company will refund Customer any pre-paid amounts for periods that
have not yet occurred on the date of termination. This Section 9.1 shall be Customer’s sole and exclusive
remedy, and the Company’s sole and exclusive liability, with respect to any infringement claims relating
to Customer’s use of the Service.
9.2 By Customer. Customer will indemnify, defend and hold harmless the Company from any
damages, losses, expenses, costs or liabilities incurred by the Company in connection with any Claim
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brought against the Company by a third party arising from or related to (a) an Excluded Activity, and (b)
Customer’s use of the Service in breach of the terms of this Agreement.
9.3 Indemnification Procedures. A party seeking indemnification under this Section 9 will provide
the indemnifying party with prompt written notice of the relevant Claim (provided that the failure to
provide prompt notice will only relieve the indemnifying party of its obligations to the extent it is
materially prejudiced by such failure) and permit the indemnifying party to control the defense of such
Claim. The indemnified party may employ counsel at its own expense to assist it with respect to such
Claim; provided, however, that if such counsel is necessary because the indemnifying party does not
assume control, the indemnifying party will be responsible for the expense of such counsel. The party
controlling the defense of a Claim shall keep the other party advised of the status of such Claim and the
defense thereof. Neither party shall have the authority to settle a claim on behalf of the other party.
10. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
EXCEPT FOR AMOUNTS PAYABLE IN CONNECTION WITH EITHER PARTY’S BREACH OF
SECTION 6, AND CUSTOMER’S BREACH OF SECTION 2.3, NEITHER PARTY SHALL BE
LIABLE TO THE OTHER PARTY OR ANY PARTY CLAIMING THROUGH THE OTHER PARTY
FOR (A) ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF THIS
AGREEMENT OR ANY DELAY OR INABILITY TO USE THE SERVICE OR (B) EXCEPT FOR
AMOUNTS PAYABLE BY CUSTOMER, ANY DAMAGES IN EXCESS OF THE AGGREGATE
FEES PAID OR PAYABLE TO THE COMPANY HEREUNDER IN THE SIX (6) MONTH PERIOD
PRIOR TO THE DATE THE CLAIM FIRST AROSE, IN EACH CASE WHETHER BASED IN
CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF EITHER PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
11. GOVERNMENT MATTERS. Customer may not remove or export from the United States or
allow the export or re-export of the API, or any direct product thereof in violation of any restrictions, laws
or regulations of the United States Department of Commerce, the United States Department of Treasury
Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in
FAR section 2.101, the API (including the software, documentation and data related thereto) are
“commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be
“commercial computer software” and “commercial computer software documentation.” Consistent with
DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release,
performance, display, or disclosure of such commercial software or commercial software documentation
by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited
except to the extent expressly permitted by the terms of this Agreement.
12. GOVERNING LAW. This Agreement will be governed by the laws of the State of California,
exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed
by the United Nations Convention on Contracts for the International Sale of Goods.
13. ARBITRATION. All disputes arising out of or in connection with this Agreement shall be
settled by arbitration in Los Angeles, California before a neutral single arbitrator, whose decision will be
final and binding and the arbitral proceedings will be administered by JAMS under its Comprehensive
Arbitration Rules and Procedures then in effect. Judgment on the award rendered by the arbitrator may be
entered in any court of competent jurisdiction. The parties undertake to keep confidential all awards in
their arbitration, together with all materials in the proceedings created for the purpose of the arbitration
and all other documents produced by another party in the proceedings not otherwise in the public domain,
save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal
right or to enforce or challenge an award in legal proceedings before a court or other judicial authority.
Notwithstanding the foregoing, either party hereto shall be entitled to seek injunctive or equitable relief
from a court of competent jurisdiction without the necessity of posting bond or proving actual damages.
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14. MISCELLANEOUS. Neither party may assign this Agreement, except with the other party’s
prior written consent, except that either party may assign this Agreement in connection with a merger or
sale of all or substantially all of such party’s assets or stock. If any provision of this Agreement is found
to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent
necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
Customer agrees that the Company (a) may publicly identify Customer by name as a customer and (b)
may (i) use Customer’s name, logos, and trademarks and (ii) disclose general information regarding the
parties’ relationship, in each case in connection with the Company’s sales and marketing efforts,
including in case studies, presentations, publications, and other marketing materials. This Agreement
may be amended or modified in whole or in part at any time only by a writing executed by both parties.
This Agreement, together with each Order Form and Statement of Work, constitutes the full and entire
understanding and agreement of the parties with regard to the subject matter hereof, and supersedes all
prior agreements or understandings, written or oral, between the Parties with respect to the subject matter
hereof. In the event of different or conflicting terms, the terms and conditions of this Order Form or a
Statement of Work shall take precedence over the Terms and Conditions but solely with respect to the
services performed under such Order Form or Statement of Work or if otherwise expressly specified in
such Order Form or Statement of Work. Without limiting anything herein, and except for Customer’s
payment obligations, neither party shall have any liability for any failure or delay resulting from any
condition beyond the reasonable control of such party, including , but not limited to, governmental action
or acts of terrorism, earthquake or other acts of God, labor conditions, epidemics, pandemics and power
failures. For all purposes under this Agreement each party shall be and act as an independent contractor
and shall not bind nor attempt to bind the other to any contract. Any notices in connection with this
Agreement will be in writing and sent, if to Customer, to the address specified on the Order Form or
SOW, and if to the Company, to 11911 San Vicente Blvd, Suite 275 Los Angeles, CA 90049, or in each
case such other address as may be properly specified by written notice hereunder.
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Exhibit C
Statement of Work #1
This Statement of Work is entered into as of ____________ (the "SOW Effective Date") between
Common Sense AI, Inc. (“Company”), and Town of Los Altos Hills, CA (“Customer”), and is made
subject to the terms and conditions of the Master Services Agreement entered into between the parties
dated ____________ (the "Agreement").
Implementation Services:
• Implementation, training, and system integration services.
Customer Responsibilities:
• Designated project point of contact and technical liaison for system integrations
• System credentials, API access documentation, and identification of priority data types for
integrations as mutually agreed upon
• Participation in implementation meetings and testing
Scope of Work:
Any and all deliverables developed under the Agreement are subject to Section 4.1 of the Terms and
Conditions (Exhibit B) of the Agreement.
The Company will implement one AI-powered product: AI-Powered Public Records Request System.
Implementation will include integrations with Customer's priority systems as mutually agreed. Training
for Customer's staff and ongoing support included.
The system will include the following capabilities:
• Integration with Customer's priority IT systems, as mutually agreed upon by the parties, to
identify responsive documents
• Document processing, including deduplication, identification of responsive documents, flagging
of exempt documents, and application of redactions for human review
• Requester-facing portal for submitting requests, tracking status, and receiving responsive
documents, if requested by Customer
• Workflow and tracking tools to manage the end-to-end request lifecycle, deadlines, and staff
assignments to ensure CPRA compliance
• Response fulfillment to package and deliver the final redacted production to the requester
• By signing below, the parties hereto, each acting under due and proper authority agree to make
this Statement of Work a part of the Agreement between the parties.
By signing below, the parties hereto, each acting under due and proper authority agree to make this
Statement of Work a part of the Agreement between the parties.
Common Sense AI, Inc: Town of Los Altos Hills, CA:
By: By:
Name: Adam Judelson Name: Cody Einfalt
Title: Founder & CEO Title: City Manager
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