Loading...
2025-28 ITI Digital Solutions 2025-28 Events Calendar & Business Listing MaintenanceMEMORANDUM DATE: August 6, 2025 TO: Jon McMillen, City Manager FROM: Marcie Graham, Marketing Manager ,Ca QaG &a CALIFORNIA RE: Agreement with ITI Digital Solutions for website calendar and business listing maintenance Please list the Contracting Party / Vendor Name, any change orders or amendments, and the type of services to be provided. Make sure to list any related Project No. and Project Name. Authority to execute this agreement is based upon: ❑✓ Approved by City Council on August 5, 2025 ❑ City Manager's signing authority provided under the City's Purchasing & Contracting Policy [Resolution No. 2023-008] for budget expenditures of $50,000 or less. ❑ City Manager's signing authority provided under the City's Personnel Policy Section 3.2 for temporary employment positions. ❑ Department Director's or Manager's signing authority provided under the City's Purchasing Policy [Resolution No. 2023-008] for budget expenditures of $15,000 and $5,000, respectively, or less. Procurement Method (one must anal ❑ Bid ❑ RFP ❑ RFQ ❑ 3 written informal bids ❑✓ Sole Source ❑ Select Source ❑ Cooperative Procurement Requesting department shall check and attach the items below as appropriate. ❑✓ Agreement payment will be charged to Account No.: 502-0000-60351 ❑✓ Agreement term: Start Date 8.6.25 End Date 6.30.28 ❑✓ Amount of Agreement, Amendment, Change Order, etc.: $ 63,800 REMINDER: Signing authorities listed above are applicable on the a_g_pre_pate Agreement amount, not individual Amendments or Change Orders! ❑✓ Insurance certificates as required by the Agreement for Risk Manager approval Approved by: Date: ❑ Bonds (ori_ginals) as required by the Agreement (Performance, Payment, etc.) ❑ Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) NOTE. Review the "Form 700 Disclosure for Consultants" guidance to determine if a Form 700 is required pursuant FPPC regulation 18701(2) ❑ Business License No. Expires: ❑✓ Requisition for a Purchase Order has been prepared (Agreements over $5,000) — — — — Agreement of Services ITI DIGIT& L travel software solutions Contact Information Date August 4, 2025 Company City of La Quinta Contact Marcie Graham Title Marketing Director Address 78495 Calle Tampico, La Quinta, CA 92253 Phone (760) 777-7000 entail mgraham@laquintaca.gov URL https://www.payinlaquinta.com/ Agency Description ITI Digital DXP, including: • Events Calendar Tier 1: 1,500 delivered events / 15 Facebook Pages • Google Places Tier 1: up to 1,000 Google Places in database. Marketing Upgrade Feature: Places & Events PLUS: Connect your Events Calendar with your Business Listings. Contract Period First Year Onboarding & Subscription: 2025 - 2026 The first year onboarding and subscription includes the following services: Dashboard - DXP setup, geo-specific real-time data retrieval, categorization of data in alignment with the relevant destination web content categories, customization of software modules and dashboards, comprehensive training, and real-time data delivery. This outlines the first -year subscription terms. Second Year Subscription: July 1, 2026 - June 30, 2027 Third Year Subscription: July 1, 2027 - June 30, 2028 Agency Fee $11,000 One Time Development & Customization Setup Fee 17,600 Annual Subscription Fee Year 1 Invoice: $28,600 Year 2 & 3 Invoice: $17,600 Payment due 30 days from contract start date Account Executive Monica Hall Notes Scope of work as outlined in next pages addendum and accepted Terms of Service I understand that I will be billed annually for the applicable subscription amount, as quoted in the signed contract. Each year, an invoice will be delivered to the Company for the upcoming subscription period. All charges stated in the invoice are due within 30 days from the billing date. A finance charge of 1.5% will be applied to any unpaid balance after 30 days. By signing this agreement, you agree to ITI Digital's SaaS Terms of Service. No Early Termination; No Refunds. The contract period will end on the stated expiration date, and the agreement cannot be canceled early. No refunds will be issued for early termination or discontinued use of ITI Digital's licensing services. Accepted on behalf of: City of La Quinta JQD McMillen City Ma e ° Approved as to Form: William H. Ihrke, City Attorney Accepted on behalf of: ITI Digital, Inc. Franci Edgerly Founder & CEO e4--,IV ITI Digital, Inc. Mailing Address: 1606 Reynolds St. Brunswick, GA 31520 Contact: (912) 250-2689 or iti-digital.com Agreement of Services Daily Events Calendar According to Google Analytics, the Events page is one of the top five, if not the #1 most visited page on destination websites. Events attract visitors, influence their length of stay and return visitation. Why the Daily Events Module? • Promote daily events to influence travel to the destination • Increase the number of events displayed on the website • Increase engagement on the website, and realize a positive and measurable impact of the site SEO performance. • Reduce staff time to research and the manual input of the event on your website by up to 90% • Minimize dependence on business owners to provide the content that will help promote the destination • Offer visitors to the website with content they want: real-time updated information What We Do • We deliver event's content from data sources such as Google, Facebook, Eventbrite and more, to the DXP • Content Management Control. With access to the DXP and the innovative and feature rich DXP, staff are empowered to edit, approve and publish events directly to your website SEO Friendly - Schema.org Optimization For Each Event ITIDIGITjLL travel software solutions 3a7 mop I Women's Wellnes NEM10, Wednesday Key Features Visitors LOVE! • Filter calendar by date • Filter calendar by DMO created custom event categories • Search events - search parameters include the event title, organizer, keywords. • See multiple event info/ticket links from all platforms available. • Upcoming events. On the event detail page, users can see four additional forthcoming events. This feature assists the visitors in the planning stage. • A mobile -friendly Events Calendar allows visitors to take advantage of GPS directions and an easy -to -use responsive interface. Each point of interest in our Events Calendar DXP module includes schema.org markup to optimize content discovery by Google SEO traffic bots. The Event Details page also has unique URLs which can be shared, indexed, and tracked on Google Analytics. Schema is a semantic vocabulary of tags (or microdata) webmasters add to their content to improve the way search engines read and represent the page in search results. Therefore, Google bots and other search engines have more content to index, which will enhance the SEO results of the tourism site. What Our Clients Say "As a popular tourist destination with a wide array of events to offer our visitors, event calendar management had become a full-time job. With the help of the ImGoing calendar plugin on our website, ThislsCooperstown.com has eliminated data entry errors, and most importantly, we now save time and money. My team as well as the businesses the Destination Marketing Corporation represents, love this website feature. It's easy to install and IT/ Digital's customer service is timely and courteous. Highly recommended!" Cassandra M. Harrington, Executive Director Destination Marketing Corporation for Otsego County, NY Serving both Otsego and Schoharie County Tourism Promotion. ITI Digital, Inc. Mailing Address: 1606 Reynolds St. Brunswick, GA 31520 Contact: (912) 250-2689 or iti-digital.com Agreement of Services Daily Events Calendar SCOPE OF WORK We deliver Daily Events content from sources such as Google, Facebook, Eventbrite, and partner webpages The content is updated twice weekly. DXP Development & Customization • Create categories that will allow the software to publish the content by interest • Set up geofences for the destination to aggregate new and unlimited events from online platforms such as Google, Eventbrite, and other sources • Setup Facebook Business Pages for tracking events. The number of Facebook Pages depend on your content package subscription. • Setup account branding and frontend module preferences • Implement an account logo that populates the export PDF feature • Schedule twice -weekly automated updates to the existing content • Schedule daily automated removal of past due events upon event end date • Customize navigation menu settings for two options of display • Customize event list display - three options • Customize header images for the PDF Export • On -boarding and training • Support as needed ITIDIGITAL travel software solutions Content Management - Features our Clients LOVE! From the DXP edit and manage content delivered and powered by the ITI Digital SaaS: • Access unlimited and available events from the ITI Digital Experience Platform - DXP. • Editorial control. Your team is in charge of the content published to the site, with full access to editing features, empowering your content manager to add and remove images, adjust event descriptions, edit details, or add events manually. • Add Promotional Image and link of choice. • Add / Remove geofences as needed. • Bulk import events in Excel format • Choose to highlight certain Events of interest or mark them as Featured Events. • Edit event details such as description, images, ticket URL, etc. • Manually enter events as needed. • Event categories. Tag events with different categories of your choice, e.g., Family Events, Music, etc. • Export all or selected events to a ready -to -print PDF Al Integration - Content Assistant. Our latest enhancements include the integration of Al, which significantly aids content managers in crafting captivating descriptions for individual events. This advanced technology empowers content teams by streamlining the process of creating engaging and informative content, ultimately enhancing the overall quality and appeal of the ITI Digital content modules. Website Integration Our ITI Digital DXP modules are designed as flexible SaaS solutions, featuring dedicated widgets (DIV containers) that can seamlessly integrate into client websites. Each module offers powerful tools for enhancing your site's functionality. To implement a module we provide the following integration options: 1. DIV <script> Widget: • A straightforward integration option that includes basic customization features, such as font styles. • Responsive to mobile screens and thoroughly tested for performance on both PC and mobile devices prior to client launch. • The ITI Digital development team will provide support during the code implementation process, along with recommendations for achieving the best display results. 2. JSON Data Feed: • Offers the most customization flexibility, granting access to raw data for designing and connecting your own website design calendar, business listing or custom element for display. • Available exclusively for the client's primary domain. 3. For any use of the data feed beyond your destination website (e.g. third -party sites or apps), the following conditions apply: (a) An additional licensing fee will be charged (b) Third -party companies must sign and adhere to ITI Digital's terms of service. These integration options ensure that our modules are both versatile and adaptable to meet the unique branding and functionality needs of your website. ITI Digital, Inc. Mailing Address: 1606 Reynolds St. Brunswick, GA 31520 Contact: (912) 250-2689 or iti-digital.com Agreement of Services Places - Business Listings Offer your site visitors a better web experience and promote your local business partners. With the integration of Google Places, easily manage multiple locations, leverage the latest engagement features to stay connected to site visitors. Why Google Places? • Enhance the profile of your valued business partners • Relevant Information. Google offers dynamic content that is automatically updated as needed, such as a change in hours of operation. • Interactive content for visitors to your site • SEO. Increase time on page and engagement • Staff time savings. Because of software content automation, the organization is not dependent on business partners to update their listings. The listings, therefore, are always correct and relevant. • New technology = new experiences. Move your site beyond being a portal for static content. What We Do We deliver Business Listings - Hotels, Restaurants, Shopping, Attractions - powered by Google Places with geofencing technology. Our software uses authorized data points to deliver key points of interest with each including the following content: • Images - Five photos per business • Google Reviews (3-stars and up) • Nearby Places for site engagement and cross - promotion • Business hours and physical address • GPS-enabled directions • Open/close status are automatically updated 24/7 • Contact information: Website link, phone number ITIDIGITAL travel software solutions Key Features Visitors LOVE! • Access real-time information on business hours, open/closed • Content that is regularly updated and is accurate such as hours of operation. • Google reviews • GPS Directions using Google Maps adjust setting to walk, drive, or cycle • Images - view up to five images of the business • Mobile -friendly • View other nearby businesses • Visit the business website SEO Friendly - Schema.org Optimization For Each Place Each point of interest in our Places DXP module includes schema.org markup to optimize content discovery by Google SEO traffic bots. The Places Details page also has unique URLs which can be shared, indexed, and tracked on Google Analytics. Schema is a semantic vocabulary of tags (or micro -data) webmasters add to their content to improve the way search engines read and represent the page in search results. Therefore, Google bots and other search engines have more content to index, which will enhance the SEO results of the tourism site. What Our Clients Say "The ability to provide a better user experience while streamlining the work of the DMO staff made the Google business listings a "must -have" for Florida's Adventure Coast; we're thrilled with the results and with our experience working with /TI. " Tammy J. Heon, Manager, Tourism Development Florida's Adventure Coast, Brooksville-Weeki Wachee ITI Digital, Inc. Mailing Address: 1606 Reynolds St. Brunswick, GA 31520 Contact: (912) 250-2689 or iti-digital.com Agreement of Services I T I D I G ITA L travel software solutions Places - Business Listings SCOPE OF WORK Deliver available Google Business Listings on the DXP in the geographic area of the destination. Development & Customization • Business listings include monthly and daily data updates sourced from the Google Places API to ensure accurate and timely information. These updates include: o Monthly updates: Refreshing key business details such as phone numbers, addresses, and websites, as well as aggregating new businesses added to the Google Places API when available Daily Updates: Refreshing Google Reviews as frequently as they are available in the associated Google business Profiles • Customize navigation menu settings for two options of display • Customize list display - three options • Edit Places such as description of the business or replace images • On -boarding and training • Development and the customization of the Digital Experience Platform - DXP • Integrate account branding and frontend module preferences • Implement an account logo that populates the export PDF feature • Software maintenance • Support as needed through Freshdesk Support Management Platform Content Management - Features our Clients LOVE! From the DXP edit and manage content delivered and powered by the ITI Digital SaaS: • Approve / Reject Places • Add Promotional Image and link of choice • Add / Remove geofences as needed • Choose to highlight certain Places of interest or mark them as Editor's Choice • Edit Place details such as description, images, URL, etc. • Manually enter Places • Create custom Places categories. Example: Bed and Breakfast, Resort, Hotel, etc. Al Integration - Content Assistant. Our latest enhancements include the integration of Al, which significantly aids content managers in crafting captivating descriptions for individual Business Listings. This advanced technology empowers content teams by streamlining the process of creating engaging and informative content, ultimately enhancing the overall quality and appeal of the ITI Digital content modules. Website Integration Our ITI Digital DXP modules are designed as flexible SaaS solutions, featuring dedicated widgets (DIV containers) that can seamlessly integrate into client websites. Each module offers powerful tools for enhancing your site's functionality. To implement a module we provide the following integration options: 1. DIV <script> Widget: • A straightforward integration option that includes basic customization features, such as font styles. • Responsive to mobile screens and thoroughly tested for performance on both PC and mobile devices prior to client launch. • The ITI Digital development team will provide support during the code implementation process, along with recommendations for achieving the best display results. 2. JSON Data Feed: • Offers the most customization flexibility, granting access to raw data for designing and connecting your own website design calendar, business listing or custom element for display. • Available exclusively for the client's primary domain. 3. For any use of the data feed beyond your destination website (e.g. third -party sites or apps), the following conditions apply: • (a) An additional licensing fee will be charged • (b) Third -party companies must sign and adhere to ITI Digital's terms of service. These integration options ensure that our modules are both versatile and adaptable to meet the unique branding and functionality needs of your website. ITI Digital, Inc. Mailing Address: 1606 Reynolds St. Brunswick, GA 31520 Contact: (912) 250-2689 or iti-digital.com Agreement of Services ITIDIGITAL travel software solutions Marketing Upgrade Feature - Places & Events PLUS SCOPE OF WORK Our groundbreaking technology connects Events and Places, transforming the way users interact with your brand. This means that users visiting the Events page can effortlessly explore nearby hotels, shops, and restaurants within a ten -mile radius. Similarly, when users browse through Places (Business listings), they can easily discover "nearby events" associated with a specific location. ITI Digital will setup the upgraded feature accordingly: • Enable Nearby Places on your Events Calendar module Enable Nearby Events on your Places module Nearby Places Enabled in Your Events Module 1 gC d',15tJE0 TRIVIA/ Key User Features • See nearby places in 2-mile radius as default • See nearby events in 2-mile radius as default • Update miles range to expand list of events or places • Filter nearby events by date - by default they are organized chronologically Nearby Events Enabled in Your Places Module Maximizing Search Engine Optimization The ITI Digital software is designed to maximize SEO opportunities on behalf of our clients. Each business listing includes an unique URL and Schema markup - a type of structured data markup - that is added to the HTML code to optimize content discovery by Google SEO traffic bots. Therefore, Google bots and other search engines have more content to index, which will enhance the SEO results of the tourism site. ITI Digital, Inc. Mailing Address: 1606 Reynolds St. Brunswick, GA 31520 Contact: (912) 250-2689 or iti-digital.com Agreement of Services I T I D I G I TA L travel software solutions Our Digital Experience Platform (DXP) Content Delivery Platform We create unmatched personalized customer engagement with content - such as Events, Images, Business listings, Reviews, and Instagram UGC. This content is delivered via API and other sources from Google, Facebook, Instagram, Eventbrite, etc., to the ITI Digital Experience Platform. From the DXP, the content is edited (if needed,) approved, and published to the website. Digital Experience Platform (DXP) is an emerging category of enterprise software seeking to meet the needs of companies undergoing digital transformation, with the ultimate goal of providing better customer experiences. DXPs provide an architecture for companies to digitize business operations, deliver connected customer experiences, and gather actionable customer insight. Key Features of ITI Digital DXP • We deliver dynamic content for your business listings and events pages with the option of Instagram User - Generated content and libraries. The software has the flexibility that allows DMOs to edit and add content manually. Stakeholders can submit events and Places for approval before publishing them to the website. The data feeds are customizable. The Power of Dynamic Content What Is Dynamic Content On A Website? Dynamic content is any digital or online content that changes based on data, user behavior and preferences. Why Search Engines Values Dynamic Content Google has been ranking those sites that present an excellent navigation experience more highly. In other words, dynamic content has a greater chance to stand out on the Internet. We cannot fail to consider that dynamic content is also much more interesting for the user. Increased Relevancy Customers judge your webpage in less than a second. Therefore, presenting relevant content is crucial to decreasing bounce rates and increasing conversions. ITI Digital, Inc. Mailing Address: 1606 Reynolds St. Brunswick, GA 31520 Contact: (912) 250-2689 or iti-digital.com Agreement of Services I T I D I G I Te& L travel software solutions DXP Software Maintenance & Support SCOPE OF WORK Digital Experience Platform (DXP) Hosting, Tech Support & Management. • Apply software feature upgrades as they become available • SaaS deployment and day-to-day maintenance of the application, which includes: • testing and installing patches • managing upgrades • monitoring performance, ensuring high availability • Hosting of the database on a scalable cloud -based server. Hosting includes space for files, images, and content of the software widgets. Monitor and manage all third -party systems and API statuses. As an approved application Developer through verified API access, we ensure you have a functioning end -user application with the latest upgrades available on each third -party API. (E.g. If an existing parameter is revised in the third -party API that affects our content delivery, our team will proactively update as soon as possible). Training. Ongoing DXP Dashboard training as requested and as needed. Software Maintenance Overview • Software engineering is the modification of a software product after delivery to correct faults to improve performance or other attributes. • A common perception of maintenance is that it merely involves fixing defects. However, over 80% of maintenance effort is used for non -corrective actions. This perception is perpetuated by users submitting problem reports that are functionality enhancements to the system. There are several reasons why modifications are required. The following is a listing of a few that our software engineers manage: • Market conditions. • Algorithm and API changes • Client requirements • Host modifications - If any of the hardware and/or platform (such as the operating system) of the target host changes, software changes are needed to keep adaptability. Types of Maintenance The software lifetime or type of maintenance may vary based on its nature. It may be a routine maintenance task or it may be a large event based on maintenance nature. The following are some types of maintenance based on their characteristics: • Corrective Maintenance - Includes modifications and updates done to correct or fix problems, which are either discovered by users or concluded from user error reports. • Adaptive Maintenance - Includes modifications and updates applied to keep the software product up-to-date and tuned to the ever -changing world of technology and business environment. • Perfective Maintenance - Includes modifications and updates done in order to keep the software usable over a long period of time. It includes new features, new user requirements for refining the software and improve its reliability and performance. • Preventive Maintenance - Includes modifications and updates to prevent future problems of the software. It aims to manage problems which are not significant at this moment but may cause serious issues in the future. ITI Digital, Inc. Mailing Address: 1606 Reynolds St. Brunswick, GA 31520 Contact: (912) 250-2689 or iti-digital.com Agreement of Services I T I D I G I Te& L travel software solutions DXP Software Maintenance & Support Types of Maintenance - Continued These activities go together with each of the following phases: • Identification & Tracing - Involves activities pertaining to the identification of requirement of modification or maintenance. • Analysis — Involves analyzing the modification for its impact on the system including safety and security implications. If the probable impact is severe, we will attempt to find an alternative solution. A set of required modifications is then materialized into requirement specifications. The cost of modification/maintenance is analyzed and estimation is concluded. • Design - New modules, which need to be replaced or modified, are designed against requirement specifications set in the previous stage. Test cases are created for validation and verification. • Implementation - The new modules are coded with the help of a structured design created in the design step. Every programmer is expected to do unit testing in parallel. • System Testing - Integration testing is done among newly created modules. Integration testing is also carried out between new modules and the system. Finally, the system is regularly tested following regressive testing procedures. Ongoing Customer Support With access to our Client Portal, you can submit your requests for assistance and follow up on the status of your ticket. The system allows the project manager to monitor the progress of a ticket and communicate with you and our development team. Our standard communication process: • We recognize and respond to the ticket within the business day that it is submitted. • If possible, we correct within two working days or reach out to your team for further directions/clarification needed to solve the problem • Bugs and technical issues that may need to be escalated will be submitted to our development team and provided a detailed estimated delivery date. • At all times we will keep the client informed and of the timelines. Events Content Delivery Please be advised that while ITI Digital incorporates the use of APIs, including but not limited to Google, and other similar platforms, to aggregate and display events on our Events Calendar, we cannot assure the inclusion and delivery of 100% of all local events within any given geographical location. The nature and extent of the events displayed are subject to limitations and external factors beyond our control. These include, but are not limited to, the indexing practices of search engines, the operational algorithms of content providers, and the manner in which events are categorized and made available through these third -party APIs. Timely Deliverables & Approvals To ensure the project stays on track, the DMO must provide required assets (e.g., content, images, branding materials) and approvals by the agreed deadlines. Delays in these contributions may impact overall timelines, jeopardizing the successful launch and implementation of the project. Your active participation is essential to meeting key milestones. ITI Digital, Inc. Mailing Address: 1606 Reynolds St. Brunswick, GA 31520 Contact: (912) 250-2689 or iti-digital.com ITI DIGITAL travel software solutions ITI DIGITAL'S DXP SaaS Terms of Service Last Updated: August 04, 2025 ITI Digital provides a DXP Platform for identifying relevant content for combination and display on customer websites and applications (hereinafter referred to as "Services" or "Service") offered to customers (hereinafter referred to as "Users" or "you") at iti-digital.com (hereinafter referred to as the "DXP Platform"). The Services include Software, APIs, Dashboard Access, and other proprietary materials as described on the DXP Platform, collectively referred to herein as the "DXP Platform". The Service is owned and operated by ITI Marketing Inc. (hereinafter referred to as the "Company" or "us"). Your use of the Service is subject to the terms and conditions set forth in this Terms of Service (hereinafter referred to as the "Terms"). PLEASE READ THE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING ANY PART OF THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, EXIT THIS PAGE AND DO NOT ACCESS OR USE THE SERVICE. USE OF THE SERVICE IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF THE TERMS OF SERVICE. 1.0 Updates to Terms of Service. At ITI Digital, we are committed to continually improving our platform to meet evolving technology standards and the evolving needs of our clients. Updates to these Terms may occur in connection with enhancements or new features that elevate service performance, user experience, or platform security. Some enhancements will be automatically applied, while others may introduce optional, value-added features that clients can choose to adopt. In all cases, we will provide written notice at least thirty (30) days in advance for any material changes. We invite clients to contact us with questions or feedback about upcoming changes so we can ensure alignment. Our updates are rooted in our promise to deliver the best, most reliable technology while maintaining transparency and long-term trust. We do not issue arbitrary policy revisions and avoid unnecessary adjustments to maintain continuity and trust. 2.0 Translation. We may translate these Terms of Service into other languages for your convenience. Nevertheless, the English version governs your relationship with Company, and any inconsistencies among the different versions will be resolved in favor of the English version. 3.0 Service Availability and Continuity. ITI DIGITAL travel software solutions The Service may be subject to planned maintenance, system upgrades, or unexpected events beyond our control. ITI Digital strives to maintain a monthly uptime of 99% across all core services. We monitor system health through automated tools and third -party infrastructure to proactively identify and address issues. Clients will receive advance notice for scheduled maintenance and timely updates during service disruptions. Our support team is available to assist with any availability concerns, and we are committed to open communication to maintain trust and continuity throughout any disruptions. 4.0 Privacy Policy Use of the Service is subject to the terms of our Privacy Policy, which is hereby incorporated into and made part of this Terms of Service. By using or accessing the Service, you agree to be bound by the terms of our Privacy Policy terms stated below. For DXP Module of Instagram User -Generated Content (app.imgoingtravel.com): What data do we collect and process: In the ITI Digital application, when the user logs in with Facebook, in the domain app.imgoingtravel.com, the user agrees to allow our system to see the connected Instagram Business Accounts associated with your Facebook profile. The user data is anonymized to us, and Facebook solely manages users' email address details. a) The Facebook Platform Data that we receive through our application is not shared with another person or business. b) We do not use the Facebook Platform Data for activities related to surveillance. c) We do not share the Facebook Platform Data to make decisions about housing, employment, insurance, education opportunities, credit, government benefits, or immigration status. d) We do not use the Facebook Platform Data to make decisions based on people's race, ethnicity, color, national origin, religion, age, sex, sexual orientation, gender identity, family status, disability, a medical or genetic condition. The purpose of collecting and processing that data: The purpose of accessing the connected Instagram Business Accounts is to populate public Instagram media into our users' dashboard (app.imgoingtravel.com), as per the approved access of Facebook Developer API permissions, such as Instagram Public Content Access. How users may request deletion of their personal data: FA ITI DIGITAL travel software solutions For any requests to delete personal data, or to report security vulnerabilities, users can submit an email to the publicly available Support Client Portal: support@itidigital.freshdesk.com. How we delete data: a) Whenever Facebook Platform Data is no longer necessary to provide an app experience or service to users, deleted it within 30-60 days. b) When a user deletes their Facebook account associated with your app, data is deleted immediately. c) When requested by a user, we delete the data manually, immediately. d) When requested by Facebook, we delete the data manually, immediately e) When requested by Law & Regulation, we delete the data manually, immediately upon receipt of notification. For DXP Modules of Events, Places, Itineraries & Trip Planner (imgoingcalendar.com): What data do we collect and process: Events / Places — App users We temporarily store the email address of Event Planners through the event/place submission form. However, that field is not required for the submission and users have the choice to consent to this process, in the form interface. Trip Planner & Itineraries — App users When you log in with Google or Facebook, you agree to allow our system to save your trip preferences. We place a cookie to know how each user uses our site and which items you saved on your trip. The data is anonymized to ITI Digital, and Google or Facebook solely manages your email details. Users may choose to not allow email addresses and cookies collection in the application's interface. Additionally, users who wish to request deletion of their data may do so at any time, by submitting a support email request to support@itidigital.freshdesk.com. Data will be deleted within 24 hours of the received message. 5.0 Additional Terms. In addition to these Terms and the Privacy Policy, Users shall be required to identify those modules User chooses to include in the Services. The terms as stated during such election of the modules (the "SaaS Terms") are incorporated into this Terms of Service as if fully stated herein. 3 ITI DIGITAL travel software solutions 6.0 Age. The Service is meant for those at least eighteen (18) or the age of majority where you reside, whichever is younger. Use of the Service by anyone under this age is a violation of these Terms. 7.0 Intellectual Property. "Intellectual Property" means any patent, copyright, trademark, trade name, service mark, service name, brand mark, brand name, logo, corporate name, industrial design, any registrations thereof and pending applications therefor (to the extent applicable), any other intellectual property right (including, without limitation, any know-how, trade secret, trade right, formula, conditional or proprietary report or information, customer or membership list, any marketing data, and any computer program, software, database or data right), and license or other contract relating to any of the foregoing, and any goodwill associated with any business owning, holding or using any of the foregoing. You acknowledge that all the intellectual property rights in the Service, including, but not limited to, copyrights, patents, trademarks, and trade secrets, the DXP Platform design, application design, graphics, text, sounds, pictures, service marks, trade names, domain names, slogans, logos, other files and the selection and arrangement thereof, and other indicia of origin that appear on or in connection with any aspect of the Service (collectively the "Materials") are either the property of the Company, its affiliates or licensors and are subject to and protected by United States and international copyright and other intellectual property laws and rights. All rights to Materials not expressly granted in these Terms of Service are reserved to their respective copyright owners. Subject to these Terms, the Company grants you a limited non -transferable, non-exclusive, revocable, non-sublicensable licence to use and access the Service solely for your own personal or internal business purposes. You will not obtain any ownership interest therein through this Terms of Service or otherwise. Except as otherwise expressly permitted in these Terms, Users will not: (a) reproduce, modify, adapt or create derivative works of any part of the Software; (b) rent, lease, distribute, sell, sublicense, transfer, or provide access to the Software to a third party; (c) use the Software for the benefit of any third party; (d) incorporate the Software into a product or service you provide to a third party; (e) interfere with any license key mechanism in the Software or otherwise circumvent mechanisms in the Software intended to limit your use; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or APIs to the Software, except to the extent expressly permitted by applicable law (and then only upon advance notice to Company; (g) remove or obscure any proprietary, attribution to Company (including any links thereto) or other notices contained in the Software; (h) use the Software for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Software; or Q) encourage or assist any third party to do any of the foregoing C! ITI DIGITAL travel software solutions Some of the company and product names, logos, brands, and other trademarks featured or referred to within the Service may not be owned by us and are the property of their respective trademark holders. These trademark holders are not affiliated with, nor do they sponsor or endorse the Service. 8.0 Confidential Information, Non -Disclosure. Confidential Information. "Confidential Information" shall mean any and all information, proprietary and/or maintained in confidence by Company, including without limitation, any information relating to the Company's ideas, concepts, techniques, inventions, know how (including patents, copyrights, and trade secrets), sketches, drawings, models, processes, materials, operations, algorithms, software programs, source code, experimental work, research and development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, vendor lists, contact lists, business forecasts, sales and merchandising, marketing plans, and information, disclosed by Company or obtained by User either directly or indirectly, in writing, orally or by inspection of tangible objects or by the viewing of product demonstrations which is designated or described by the Company as "Confidential," "Proprietary" or some similar designation, and/or which should reasonably be understood by the User, or any of User's employees, directors, representatives, shareholders, or agents (collectively the "User Representatives") because of the circumstances of disclosure or the nature of the information itself to be confidential or proprietary to the Company, regardless of whether obtained before, on or after the date of this agreement. Confidential Information also includes proprietary or confidential information of any third party who may disclose such information to the User on behalf of the Company. pursuant or otherwise relating to this Agreement. Non -disclosure and Non-use. User agrees to use the Confidential Information for the sole purpose contemplated by these Terms. User agrees that it shall not use for User's own benefit or in any way disclose any Confidential Information to any person, firm or business, except for the sole purpose set forth in these Terms or for any other purpose the Company may hereafter authorize in writing. User shall treat all Confidential Information with the same degree of care as User accords to User's own Confidential Information, but in no case less than reasonable care. User shall immediately give notice to the Company of any unauthorized use or disclosure of Confidential Information. User agrees to assist the Company in remedying any such unauthorized use or disclosure of Confidential Information. Users acknowledge and agree that as part of the Service, Company information has been or may be made available to Users including, without limitation, information relating in any way to any products, services, methods, computer/software or any other similar or related matters or items developed, enhanced or modified by the Company (hereinafter referred to as the "Confidential Information"). 19 ITI DIGITAL travel software solutions Users agree that the Confidential Information: a) is the sole and exclusive property of the Company; b) is absolutely confidential to the Company; and c) except as expressly permitted in writing by the Company, may not be disseminated, or disclosed to others. During your use of the DXP Platform, and in the event of the termination of your access, whether voluntary or involuntary, you agree not to use, disclose, transfer or exploit the Confidential Information at any time and in any manner whatsoever for a period of five (5) years, except to the extent that the Company has disclosed information to User that constitutes a trade secret under law, the User shall protect that trade secret for as long as the information qualifies as a trade secret. Exceptions. The obligations and restrictions in this Section do not apply to that part of the Confidential Information the User demonstrates; a) was or becomes generally publicly available other than as a result of a disclosure by User in violation of this agreement; b) is requested or legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar processes), or is required by a regulatory body, to be disclosed. In such an event, User shall; a) provide the Company with prompt notice of these requests or requirements before making a disclosure so that the Company may seek an appropriate protective order or other appropriate remedy; b) provide reasonable assistance to the Company in obtaining a protective order. User hereby acknowledges and agrees that the Company's remedy at law for any breach of any of User's obligations under this section would be inadequate, and User agrees and consents that temporary and permanent injunctive relief may be granted in any proceeding which may be brought to enforce any provision of this section, without the necessity of proof of actual damages, it being acknowledged by User that any such breach would cause irreparable injury to the Company. 9.0 Use of the Service, General You may be required to create an account to use the Service and/or take advantage of certain features, in which case you agree to: (i) provide true, accurate, current and complete information about yourself, and your company if applicable, as prompted by the Service; (ii) as permitted, maintain and promptly update such information. If you provide any information that is false, inaccurate or outdated, or Company has reasonable grounds to suspect that such information is false, inaccurate or outdated, Company has the right to suspend or terminate your account and prohibit all current or future use of the Service by you; and (iii) that your account is for your personal and/or business use. You may not resell the Service. (iv) by creating an account, you agree to receive certain communications in connection with the Service. R ITI DIGITAL travel software solutions You are responsible for maintaining the confidentiality of your password and account and are fully responsible for all activities that occur under your account. Your account is meant to be private and you shall not share your account for any reason. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. You agree to be responsible for all charges resulting from the use of your account via the Service, including charges resulting from unauthorized use of your account. You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, or create multiple accounts. You agree to use the Service only for lawful purposes and that you are responsible for your use of and communications and content you may post via the Service. You agree not to post or transmit any unlawful, infringing, threatening, harassing, defamatory, vulgar, obscene, profane, indecent, offensive, hateful or otherwise objectionable material of any kind, including any material that encourages criminal conduct or conduct that would give rise to civil liability, infringes upon others' intellectual property rights, impersonates any individual or entity, or otherwise violates any applicable law. You agree not to solicit personal information from minors. You agree not to use the Service in any manner that interferes with its normal operation or with any other User's use of the Service. You may not do any of the following while accessing or using the Service: (i) access, tamper with, or use non-public areas of the Service, our computer systems, or the technical delivery systems of our providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Service by any means other than through our currently available, published interfaces that are provided by us, unless you have been specifically allowed to do so in a separate agreement with us; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source -identifying information; or (v) disrupt or interfere with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail -bombing the Service, or otherwise creating an undue burden on the Service. You may not use manual or automated software, devices, or other processes to "crawl," "scrape," or "spider" any page of the Service. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of any part of the Service. VA ITI DIGITAL travel software solutions You further agree that you will not access the Service by any means except through the interface provided by Company for access to the Service. Creating or maintaining any link from another application to any page at the Service without the prior authorization of Company is prohibited. Running or displaying the Service, or any information or material displayed via the Service in frames or through similar means on another website or application without the prior authorization of Company is prohibited. Any permitted links to the Service must comply with all applicable laws, rule and regulations. Furthermore, you herein agree not to make use of the Services for: (i) uploading, posting, emailing, transmitting, or otherwise making available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, or invasive of another's privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable; (ii) causing harm to any minor in any manner whatsoever; (iii) impersonating any individual or entity, including, but not limited to, any company, group or forum leaders, or hosts or falsely stating or otherwise misrepresenting any affiliation with an individual or entity; (iv) forging captions, headings or titles or otherwise offering any content that you personally have no right to pursuant to any law nor having any contractual or fiduciary relationship with; (v) uploading, posting, emailing, transmitting or otherwise offering any such content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party; (vi) uploading, posting, emailing, transmitting or otherwise offering any content that you do not personally have any right to offer pursuant to any law or in accordance with any contractual or fiduciary relationship; (vii) uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, "junk mail," "spam," or any other form of solicitation, except in any such areas that may have been designated for such purpose; (viii) uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment; (ix) disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect other Users' ability to participate in any real-time interactions; ITI DIGITAL travel software solutions (x) interfering with or disrupting any of the Services, servers and/or networks that may be connected or related to our DXP Platform, including, but not limited to, the use of any software and/or routine to bypass the robot exclusion headers; (xi) intentionally or unintentionally violating any local, state, federal, national or international law, including, but not limited to any securities rules, regulations or laws of any nation or other securities exchange, and any regulations having the force of law; (xii) providing informational support or resources, concealing and/or disguising the character, location, and or source to any organization delegated by the United States government as a "foreign terrorist organization" in accordance to Section 219 of the Nationality Act; (xiii) stalking or with the intent to otherwise harass another individual; and/or, (xiv) collecting or storing of any personal data relating to any other User in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs. Your use of the Service is at your own risk, including the risk that you might be exposed to content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. Company makes no representation that Materials contained, described or offered via the Service are accurate, appropriate or available for use in any particular jurisdiction or that these Terms of Service comply with the laws of any specific country. Visitors who use the Service do so on their own initiative and are responsible for compliance with all applicable law. You agree that you will not access the Service from any territory where its Material or other company posted content (hereinafter referred to as "Content"), or User Content (as defied below) is illegal, and that you, and not the Company Parties (as defined below), are responsible for compliance with applicable law. 10.0 Third -Party Operators and Websites. In the event we include links via the Service to third -party operators and/or websites (hereinafter referred to as "Third Party Provider"), including advertisements, which may include products, goods, services or information offered therein, these links are provided only as a convenience. If you clickthrough using these links to other websites, you may leave our DXP Platform. We do not control nor endorse any such Third -Party Provider. You agree that the Company Parties will not be responsible or liable for any content, products, goods, services or information provided or made available by a Third -Party Provider, including related websites, or for your use or inability to use the services of a Third -Party Provider. You will use such links at your own risk. You are advised that other websites on the Internet, including Third -Party Provider websites linked from our DXP Platform, might contain material or information: E ITI DIGITAL travel software solutions (i) that some people may find offensive or inappropriate; (ii) that is inaccurate, untrue, misleading or deceptive; or, (iii) that is defamatory, libelous, infringing of others' rights or otherwise unlawful. We expressly disclaim any responsibility for the content, legality, decency or accuracy of any information, and for any content, products, goods, services or information, that appear on any Third -Party Provider website or in advertisements or content that a Third -Party Provider may have listed or offered on our DXP Platform. Your interactions with a Third -Party Provider found on or through the Service, including payment and delivery of goods or services, if any, conditions, warranties or representations associated with such matters are solely between you and the Third -Party Provider, except as may be otherwise stated herein. You acknowledge and agree that we are not a party to any transactions you may enter into, except as may be stated herein, using the Service and we shall not under any circumstances be liable for any damages of any kind arising out of, or in connection with, or relating to, the content, products, goods, services or information of a Thirty -Party Provider. 11.0 User Content "User Content" means any and all information and content that a User uploads, submits to, or uses with the Services. You may choose to enter this information manually or, where available, synchronize with a third -party website, provided to User via The Company's DXP Platform. The Company does not verify the accuracy or completeness of User Content, and these may therefore be subject to errors. Company shall provide rights to data that is delivered to Users via the Service. Such rights arise from the following sources: 11.1 Google Places API — we abide by Google Places API Terms of Use, and the content uploaded is by the users who agree to Google's term of services, which us further detailed here: https://developers.google.com/maps/documentation/places/web-service/policies. 11.2 Instagram User -Generated Content / Media — we are an approved Facebook Developer and adhere to such guidelines as further detailed here — https://developers.facebook.com/docs/instagram-api/guides/content-publishing/ Other content delivered to Users shall have the same or similar rights for use. 10 ITI DIGITAL travel software solutions Nevertheless, you are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate any of the Terms of Service. Company does not and is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content. We may, at our discretion, but shall have no obligation to, pre-screen User Content submissions and may choose to remove User Content at any time we see fit. You agree that the Company is not responsible for any financial loss, liability or damage of any kind that you may incur as a result of our removing or refusing to publish User Content. By posting User Content to the DXP Platform, you agree that we: (i) we are under no obligation of confidentiality, express or implied, with respect to the User Content, (ii) we may have something similar to the User Content already under consideration or in development, and (iv) you irrevocably waive, and cause to be waived, against the Company Parties and its Users any claims and assertions of any moral rights contained in such User Content. 12.0 Suggestions and Improvements. By sending us any ideas, suggestions, documents or proposals (hereinafter referred to as "Feedback"), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty -free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and (v) you irrevocably waive, and cause to be waived, against the Company Parties and its Users any claims and assertions of any moral rights contained in such Feedback. 13.0 Representations. You expressly acknowledge, represent, warrant, and agree that you understand: The information contained herein is for informational purposes only and is not intended nor should be construed as advice or recommendations and are not guaranteed to produce results. Company does not warrant or guarantee the suitability or availability of any Material or Content, including without limitation any, data, products, or services, found through the Service. 11 ITI DIGITAL travel software solutions Company does not screen the authenticity or quality of any material or content or any provider of material or content, including, data, products, or services found through the Service. You are of legal age to form a binding contract and are at least eighteen (18) years of age or you have the authority of such legal entity to form a binding contract; all information you provide to us is accurate and truthful; you will maintain the accuracy of such information; and you are legally permitted to use and access the Service and take full responsibility for the selection and use of and access to the Service. 14.0 Indemnification Users agree to indemnify ITI Digital against any third -party claims arising from their own misuse of the Service, including violations of these Terms or improper use of licensed materials beyond their intended purposes. This indemnification does not apply to claims resulting from ITI Digital's own negligence, willful misconduct, or breach of contract. This clause is intended to protect both parties while acknowledging the structured, controlled nature of our content ecosystem. 15.0 Warranties, Disclaimers and Limitations of Liability. (1) Service Performance and Availability We will make reasonable efforts to ensure reliable service delivery and promptly address any performance -related issues.ITI Digital monitors system health and stability through a combination of internal diagnostics and third -party infrastructure providers. Clients are encouraged to report disruptions through our support portal for rapid resolution. While we cannot guarantee uninterrupted access, we are committed to providing timely communication, transparent status updates, and prioritized support in the event of disruption. (ii) Limitation of Liability To the maximum extent permitted by law, ITI Digital's total aggregate liability for any claim related to the Service, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the client under this Agreement in the twelve (12) months preceding the claim. This limitation applies to all claims, including those arising from access delays, data loss, or third -party integrations. This clause reflects the value of our service relative to risk and supports a balanced partnership. It is not intended to limit liability for acts of gross negligence, fraud, or willful misconduct by ITI Digital. (iii) Third -Party Services and Content The Company may integrate with, link to, or rely upon third -party providers for certain services. The Company is not responsible for the performance, security, accuracy, or availability of third -party services of their compliance with any laws, regulations, or contractual obligations. 12 ITI DIGITAL travel software solutions (iv) Claims and Disputes Any claim or dispute arising under this Agreement must be brought within one (1) year from the date the cause of action occurred. Claims brough after this period shall be deemed permanently barred. (v) No Implied Warranties Except as expressly stated in this Agreement, the Company makes no other warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non -infringement. 15.1 Disclaimer for ITI Digital Events Calendar Please be advised that while ITI Digital incorporates the use of APIs, including but not limited to Google, and other similar platforms, to aggregate and display events on our Events Calendar, we cannot assure the inclusion and delivery of 100% of all local events within any given geographical location. The nature and extent of the events displayed are subject to limitations and external factors beyond our control. These include, but are not limited to, the indexing practices of search engines, the operational algorithms of content providers, and the manner in which events are categorized and made available through these third -party APIs. ITI Digital makes every reasonable effort to provide a comprehensive and accessible events calendar. However, the accuracy, completeness, and timeliness of the event information cannot be guaranteed. Users of the ITI Digital Events Calendar are encouraged to verify the details of the events with the original sources or event organizers. By accessing and using the ITI Digital Events Calendar, users acknowledge and accept that ITI Digital is not responsible for any inaccuracies, omissions, or the failure to include an event. ITI Digital disclaims any liability for any decisions made based on the information provided through the Events Calendar. This disclaimer is intended to be read in conjunction with ITI Digital's Terms of Use and Privacy Policy. Your continued use of the ITI Digital Events Calendar constitutes your agreement to this disclaimer and any updates or modifications that may be made in the future. 16.0 Purchases and Payments 16.1 Purchase of Services. Your purchase of products or services is completed once you confirm your purchase and performance of your SaaS Terms begins as soon as the purchase is complete. Your purchase of products or services, including the length of your service agreement shall be as stated when you choose your SaaS Terms. Any conflict between the SaaS Terms and these Terms as it may 13 ITI DIGITAL travel software solutions be related to pricing shall be resolved in favor of the SaaS Terms. Otherwise, these Terms shall control. 16.2 Payment Processing Methods. Company may make available various payment processing methods to facilitate the purchase of the Service. You must abide by any relevant terms and conditions or other legal agreements with third party payment processors, that govern your use of a given payment processing method. Company may add or remove payment processing methods at its sole discretion and without notice to you. Once your purchase is complete, Company or the payment processor may charge your credit card or other payment method that you provide us for any Services purchased, along with any additional applicable amounts (including any taxes). You are solely responsible for all amounts payable associated with purchases you make via the Service. 17.0 Term and Termination Services are contracted on an annual basis and automatically renew for successive one-year terms unless otherwise agreed in writing. This Agreement may only be terminated by either party with thirty (30) days' written notice in the event of a material breach that remains uncured. For the purposes of this Agreement, a "material breach" means a substantial and ongoing failure by one party to meet its core obligations under this Agreement in a way that significantly impairs the other party's ability to receive the agreed -upon value or functionality of the Service. This clause is intended to protect the integrity of the Agreement and ensure consistency over the term of service. It discourages arbitrary or unilateral termination unrelated to the actual performance or deliverables of the Service. In the event of termination due to material breach, ITI Digital will coordinate with the client to ensure a smooth transition. Any client -owned content stored within the platform will remain accessible for a limited period post -termination, allowing clients to export or transfer their data under our offboarding procedures. Our goal is to provide a professional and responsible offboarding experience should the relationship come to an end. 18.0 Digital Millennium Copyright Act ("DMCA") NOTICE The Company respects the intellectual property rights of others. Per the DMCA, we will respond expeditiously to claims of copyright infringement on the DXP Platform if submitted to our Copyright Agent as described below. Upon receipt of a notice alleging copyright infringement, the Company will take whatever action it deems appropriate within its sole discretion, including removal of the allegedly infringing materials and termination of access for repeat infringers of copyright protected content. Procedure for Notifying the Company of Copyright Infringement. If you believe that your intellectual property rights have been violated by us or by a third party who has uploaded 14 ITI DIGITAL travel software solutions materials to our DXP Platform, please provide the following information to the designated Copyright Agent listed below: (i) A description of the copyrighted work or other intellectual property that you claim has been infringed; (ii) A description of where the material that you claim is infringing is located on the DXP Platform; (iii) An address, telephone number, and email address where we can contact you and, if different, an email address where the alleged infringing party, if not us, can contact you; (iv) A statement that you have a good -faith belief that the use is not authorized by the copyright owner or other intellectual property rights owner, by its agent, or by law; (v) A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner's behalf; (vi) Your electronic or physical signature. We may request additional information before removing any allegedly infringing material. In the event we remove the allegedly infringing materials, we will immediately notify the person responsible for posting such materials that we removed or disabled access to the materials. We may also provide the responsible person with your email address so that the person may respond to your allegations. Pursuant to 17 U.S.C. 512(c). the Company's designated Copyright Agent is: Franci C. Edgerly (912) 250-2689 franciedgerly@iti-digital.com 19.0 Dispute Resolution. The parties agree to first attempt to resolve any disputes in good faith through direct communication. If a resolution cannot be reached informally within a reasonable time, either party may initiate arbitration administered by the American Arbitration Association. The parties agree that arbitration shall be conducted exclusively in Riverside County, California, and administered by the American Arbitration Association. For any judicial dispute, the parties agree to the exclusive jurisdiction and venue of courts located in Riverside County, California, in a 15 ITI DIGITAL travel software solutions court of competent jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. This approach reflects our commitment to resolving matters professionally and efficiently, with flexibility based on the nature of the disagreement and the best interests of both parties. 20.0 Miscellaneous. No unilateral indemnity or waiver of legal remedies shall apply beyond what is permitted by law. This Agreement is governed by the laws of the state in which the client resides. Both parties act as independent contractors 21.0 Customer Service. If you have any comments or questions regarding these Terms of Service or wish to report any violation of these Terms of Service, you may contact us at partners@iti-digital.com. 16 CONSENT CALENDAR ITEM NO. 7 City of La Quinta CITY COUNCIL MEETIN( August 5, 2025 STAFF REPORT AGENDA TITLE: APPROVE AGREEMENT OF SERVICES WITH ITI DIGITAL SOLUTIONS FOR WEBSITE CALENDAR AND BUSINESS LISTING MAINTENANCE RECOMMENDATION Approve Agreement of Services with ITI Digital Solutions for website calendar and business listing maintenance; and authorize the City Manager to execute the agreement, substantially in the form attached, and make any revisions necessary to conform with standard City contract provisions. EXECUTIVE SUMMARY • ITI Digital Solutions delivers real-time, purpose -driven content through a platform built for organizations that promote communities, industries, and regional growth. • ITI Digital Solutions would assist with creating and maintaining the city's events calendar and business listings on the tourism website through Google and additional content providers. • The proposed agreement (Attachment 1) is for a three-year term, for a not to exceed amount of $63,800. FISCAL IMPACT Fiscal Year (FY) Cost Total Cost per FY 2025-26 $11,000 (Set Up) + $17,600 $28,600 2026-27 $17,600 $17,600 2027-28 $17,600 $17,600 TOTAL: $63,800 If approved, funds are available in the Information Technology Fund, Software Licenses account (502-0000-60301). 39 BACKGROUND/ANALYSIS The City's tourism website, PlaylnLaQuinta.com, lists events and businesses in the city to promote and market the city to visitors. Currently, staff is responsible for manually entering information for both events and business to the website. ITI Digital Solutions has over 30 years of experience in working with destinations to promote economic development, tourism and to strengthen communities in the domestic and international markets. ITI Digital Solutions would pull information through social media sites as well as Google to populate the events page and business listings on the tourism website. This software solution would allow for more accurate information to be distributed to the public, especially in the business listing page. Businesses would be responsible for ensuring their information is accurate in the Google listings pages. Any events listed in social media platforms that occur within the City limits would then be populated to the website for approval by staff. The proposed agreement is for a three-year term, from August 1, 2025, through August 31, 2028. ALTERNATIVES As these services are essential for the City's communication and outreach, staff does not recommend an alternative. Prepared by: Marcie Graham, Marketing Manager Approved by: Gilbert Villalpando, Director of Business Unit & Housing Development Attachment: 1. ITI Digital Solutions Agreement 40