Terms and Conditions

To access prior versions of Flock’s online Customer Terms& Conditions, click HERE

To access Flock’s Plain English explanation of Customer Dataownership, click HERE

1.     DEFINITIONS

1.1.  “Agreement” means these Terms andConditions, any exhibits attached hereto, the Reinstall Fee Schedule, the Customer Implementation Guide, the InfoSecAddendum, the State Specific Terms, the Product Specific Terms, the Third PartyTerms, and each Order Form, each ofwhich is incorporated by reference.

1.2.  “Applicable Law” means all federal,state, and local laws and regulations, including those related to the recordingor sharing of data, video, photo, or audio content, in each case to the extentdirectly applicable to the respective Party’s performance of its obligationsunder this Agreement.

1.3.  “Authorized End User(s)” means anyindividual employees, agents, or contractors of Customer accessing or using theFlock Services on behalf of Customer pursuant to the Agreement, who have been(a) granted access to the Flock Services by Customer in its exercise ofreasonable discretion relating to the receipt of the Flock Services hereunderby Customer, and (b) from whom Customer has obtained reasonable assurances thatthey will comply with the access and use and confidentiality terms in theAgreement.

1.4. “ConfidentialInformation” means information that is disclosed by one Party to theother and that the receiving Party knows is confidential to the disclosingParty or that is of such a nature that someone familiar with the type ofbusiness of the disclosing Party would reasonably understand is confidential toit. Confidential Information includes financial, product, and other businessinformation of either Party. With respect to Customer, Confidential Informationincludes Customer Data. Notwithstanding the foregoing, Confidential Informationdoes not include information that the receiving Party can demonstrate: (a) isin the public domain or is generally publicly known through no improper actionor inaction by the receiving Party; (b) was rightfully in the receiving Party’spossession or known by it prior to receipt from the disclosing Party; (c) isrightfully disclosed without restriction to the receiving Party by athird-party without violation of obligation to the disclosing Party; or (d) isindependently developed for the receiving Party by third parties without use ofthe Confidential Information of the disclosing Party.

1.5.  “Customer” meansthe entity identified in the signature block of the Order Form to which theseTerms & Conditions apply.

1.6.  “Customer Data” means all (a) dataand information captured by Flock Hardware on behalf of Customer through theFlock Services (e.g., images, audio, and/or video) and metadataassociated therewith, (b) content input into the Web Interface by Customer orits Authorized End Users, and (c) data and information provided to Flockthrough the Flock Services by third parties at Customer’s direction.

1.7.  “Customer Hardware” means thethird-party hardware owned or otherwise provided by Customer, and any otherphysical elements that interact with the Flock Software to provide the FlockServices.

1.8.  “Customer Implementation Guide”means the terms and conditions related to implementation located at https://www.flocksafety.com/implementation-guide.

1.9.  “Effective Date” means the date theapplicable Order Form is executed by both Parties.

1.10. “Feedback”means any ideas, advice, recommendations, suggestions, enhancement requests,feedback, or proposals provided by, or on behalf of, Customer or its personnelto Flock related to Flock Property.

1.11. “FlockHardware” means all Flock device(s) and physical elements provided byFlock in connection with the Flock Services.

1.12. “FlockProperty” means the Flock Services, the Flock Software, Flock Hardware,the Web Interface, Flock’s Confidential Information, and all intellectualproperty or proprietary information therein or otherwise provided to Customeror its Authorized End Users, including Flock’s technology, patents, tradesecrets, trademarks, proprietary methods, algorithms, data models, machinelearning methods, documentation, and any modifications or improvements. Forclarity, Flock Property also includes any derivative works, intermediate orfinal outputs, analyses, reports, models, or other results generated by orthrough the Flock Services. Except for the limited ability to access anddownload Customer Data within the applicable Retention Period, no rights aregranted to download, extract, export, or otherwise create or retain copies ofsuch derivative works, outputs, or other elements of Flock Property.

1.13. “FlockServices” means the services provided by Flock under the Agreement asset forth in the applicable Order Form, including access to and use of the WebInterface by Customer and the provision of Flock Software and Flock Hardware.

1.14. “FlockSoftware” means the (a) software and/or firmware integrated with orinstalled on the Flock Hardware or Customer Hardware; and (b) the softwarefunctionality of the Web Interface that enables system access and use.

1.15. “ForceMajeure Event” means, with respect to a Party, any event orcircumstance, whether or not foreseeable, that was not caused by that Party andany consequences of that event or circumstance.

1.16. “InfoSecAddendum” means the Customer Information Security Addendum located at https://www.flocksafety.com/legal.

1.17. “OrderForm” means any Flock OrderForm entered into by the Parties on the date hereof or following the EffectiveDate and incorporated herein by reference. Each Order Form will describe theFlock Services to be performed and the period for performance.

1.18. “PermittedPurpose” means a legitimate public safety and/or business purpose,including the awareness, prevention, and prosecution of crime; investigations;and prevention of commercial harm, to the extent permitted by law.

1.19. “Product Specific Terms” means the product-specificterms and conditions related to the Flock Services utilized by Customer locatedat https://www.flocksafety.com/legal.

1.20. “ReinstallFee Schedule” means the fee schedule set forth at https://www.flocksafety.com/reinstall-fee-schedule.

1.21. “RetentionPeriod” means the timeperiod that footage captured by the Flock Hardware or Customer Hardware via theFlock Services and the associated metadata is stored by Flock, as specified inthe applicable Order Form.

1.22. “StateSpecific Terms” means the state-required terms located at https://www.flocksafety.com/legal applicable to Customers located in the state(s)set forth therein.

1.23. “ThirdParty Items” means the third party products and services accessible toCustomer through the Flock Services.

1.24. “ThirdParty Terms” means the pass-through terms and conditions set forth at https://www.flocksafety.com/legal applicable to Customer’s access to and use ofcertain Third Party Items.

1.25. “WebInterface” means the website(s) or application(s) through whichCustomer and its Authorized End Users can access the Flock Services.

2.     ACCESS AND USE

2.1.  Provision of Access. Subject to compliance with the terms of the Agreement,Flock grants to Customer and its Authorized End Users a limited, non-exclusive,non-transferable right to access and use the Flock Services via the WebInterface during the term of this Agreement, solely for the Permitted Purpose. Customer shall access the Flock Services throughthe Web Interface only (a) through its Authorized End Users acting withinthe scope of their service for Customer; (b) for the internal use of Customer;and (c) from and within the United States.

2.2.  Authorized End Users. Authorized End Users (i) agree to provide Flock withaccurate, complete, and updated registration information; (ii) may not selectas their User ID, a name that they do not have the right to use, or any othername with the intent of impersonation; (iii) shall not share their accountusername or password information and must protect the security of the usernameand password; and (iv) shall only use Customer-issued email addresses for thecreation of their User ID. Customer and Authorized End Users may not transfertheir account to anyone else without Flock’s prior written permission. Customershall be responsible for all acts and omissions of Authorized End Users inconnection with their access and use of the Flock Services, including eachAuthorized End User’s compliance with the terms of the Agreement and ApplicableLaw. Customer shall terminate any Authorized End User’s access to the FlockServices (a) when such person no longer meets the definition of“Authorized End User;” (b) if conduct by such Authorized End User breachesany term of the Agreement; or (c) upon such Authorized End User’s indictment,arrest, or conviction for any felony offense. Flock may restrict, suspend, orterminate an Authorized End User’s access to the Flock Services if Flockdetermines, in its reasonable discretion, that such access has an adverseeffect on Flock or any of its customers. Customer is responsible for any use ofdata, information, or services obtained through the Flock Services byAuthorized End Users.

2.3.  Access and Use Restrictions. Except as expressly permitted under theAgreement, Customer and its Authorized End Users shall not: (a) access or useFlock Property in connection with the provision of any services to thirdparties; (b) resell, rent, license, lease, transfer, encumber, copy,distribute, publish, exhibit, transmit or otherwise make available to anythird-party any Flock Property; (c) derive specifications from, reverseengineer, reverse compile, disassemble, translate, record, or create derivativeworks based on Flock Property; (d) use Flock Property in a manner that delays,impairs, or interferes with system functionality for others or that compromisesthe security or integrity of any data, equipment, software, or system input oroutput, including introduction of any viruses or malware into the WebInterface; (e) use Flock Property or any part or aspect thereof in violation ofApplicable Law or to mislead, harass, stalk, or otherwise impose upon orviolate the rights of any person; or (f) otherwise use Flock Property, exceptas specifically permitted under the Agreement. Use of, or access to, FlockProperty not in accordance with the terms of the Agreement is strictlyprohibited. Any violation of this Section 2 will cause Flock irreparable andimmediate harm, entitling Flock to injunctive relief to prevent such violation.In the event of a reasonably suspected violation of this Section 2.3, Flock maytemporarily suspend Customer and/or any Authorized End User’s access to anyportion or all of the Flock Property (a “Service Suspension”).Customer shall not be entitled to any remedy for any Service Suspension imposedin accordance with the Agreement, including any reimbursement, tolling, orcredit.

3.     SERVICES AND SUPPORT

3.1.  Support Services. Flock shallmonitor the Flock Services, and any applicable device health, in order toimprove performance and functionality. Flock will use commercially reasonableefforts to respond to requests for support within seventy-two (72) hours. Flockwill provide Customer with reasonable technical and on-site support andmaintenance services in-person, via phone, or by email at support@flocksafety.com (such services collectively referred to as “SupportServices”).

3.2.  Service Disruptions. Access to the Web Interface may be disrupted in the eventthat: (a) Flock’s provision of the Flock Services to Customer or any AuthorizedEnd User is prohibited by Applicable Law; (b) any third-party services requiredfor Flock’s provision of the Flock Services are interrupted; (c) the FlockServices are being used for malicious, unlawful, or otherwise unauthorizedpurposes; (d) there is a threat or attack on any Flock Property by athird-party; or (e) there is scheduled or emergency maintenance (“ServiceDisruption”). Flock will make commercially reasonable efforts toprovide written notice of any Service Disruption to Customer, to provideupdates, and to resume providing access to the Web Interface as soon asreasonably possible after the event giving rise to the Service Disruption. Tothe extent the Service Disruption is not caused by Customer or its AuthorizedEnd Users’ direct actions or omissions, the term of the Flock Services affectedby such Service Disruption will be tolled by the duration of the ServiceDisruption for any continuous disruption lasting at least one (1) full day. Forexample, in the event of a Service Disruption lasting five (5) continuous days,Customer will receive a credit for five (5) free days at the end of the term ofthe applicable Order Form. The remedy of a credit described in this Section 3.2will be Customer’s sole and exclusive remedy for the acts or omissions of Flockrelating to such Service Disruption.

3.3.  Product Specific Terms. The Parties will comply with their obligations setforth in the Product Specific Terms applicable to the Flock Services utilizedby Customer.

3.4. ThirdParty Items.  As applicablein connection with the Flock Services, Flock hereby grants to Customer and itsAuthorized End Users a limited, non-exclusive, non-transferable, non-licensableright to access and use the Third Party Items through the Flock Services duringthe term of this Agreement. Flock may modify the Third Party Terms in the eventFlock adds or replaces Third Party Items or as required in connection withchanges to the applicable third party agreements for the Third Party Items. TheThird Party Items will not be deemed part of Flock Property.

4.    DATAUSE AND LICENSING

4.1.  Customer Data. As between Flock and Customer, all right, title, andinterest in and to Customer Data belong to and are retained by Customer.Customer hereby grants to Flock a limited, non-exclusive, royalty-free,irrevocable, perpetual, worldwide license to (a) use and disclose Customer Datato provide the Flock Services; and (b) use Customer Data to support and improveFlock’s products and services. For the avoidance of doubt, Flock shall not sellCustomer Data.  Any sharing by Flock ofCustomer Data that is not (i) specifically permitted by this Agreement, or (ii)separately directed and/or authorized by Customer, shall constitute a primafacie breach of this Agreement, and Customer shall be entitled to all remediesavailable to it under this Agreement and the law. Customer Data will beavailable for Authorized End Users to access and download via the Web Interfaceduring the applicable Retention Period. Flock is not obligated to provideCustomer Data in any alternative form, format, or transmission method outsideof the Web Interface. To the extent any Customer Data constitutes personal dataor personal information (as defined under Applicable Laws), Flock will processsuch data in accordance with Applicable Law and the privacy policy set forth athttps://www.flocksafety.com/legal/privacy-policy. Flock will comply with its obligations underthe InfoSec Addendum.

4.2.  Flock Property. Except for the right to use Flock Property subject tothe terms and conditions contained herein, the Agreement does not confer onCustomer a license in, ownership of, or interest in Flock Property. Flockdeveloped or acquired Flock Property exclusively at its private expense. Asbetween the Parties, Flock Property and all right, title, and interest in andto it is and will remain the exclusive property of Flock.

5.    CONFIDENTIALITY. Each Party shall exercise reasonable care tohold Confidential Information in confidence and not use it or disclose it toany other person or entity, except (a) as permitted under this Agreementor as reasonably necessary for the performance or enforcement of thisAgreement; (b) as agreed in writing by the other Party; (c) for theParty’s proper management and administration (provided that it obtainsreasonable assurances from all recipients that they will keep the informationconfidential and use it only for the purpose of its disclosure; and providedfurther that it is responsible for all acts and omissions of any such recipientin violation of this Section 5); or (d) as required by law, including inresponse to any valid legal process, provided that receiving Party shall, tothe extent permissible, give the disclosing Party reasonable prior notice ofsuch disclosure. Any violation of this Section 5 may cause the non-violatingParty irreparable and immediate harm, and such Party is entitled to injunctiverelief to prevent such violation. Upon termination of this Agreement, atCustomer’s request, all Confidential Information will be deleted within 90days. Flock will not be required to delete any data which it is obligated toretain pursuant to an applicable legal obligation or policy (e.g.,inter-agency audit log integrity or metadata held for evidentiaryauthentication), provided that Flock shall ensure the confidentiality of suchConfidential Information for so long as it is retained.

6.     PAYMENTOF FEES

6.1.  Billing and Payment of Fees. Customer shall pay the fees set forth in theapplicable Order Form based on the billing structure and payment terms asindicated in the Order Form. To the extent the Order Form is silent, Customershall pay all invoices thirty (30) days from the date of each such invoice. IfCustomer believes that Flock has billed Customer incorrectly, Customer mustcontact Flock no later than thirty (30) days following the date of the firstinvoice in which the error or problem appeared to receive an adjustment or credit.Customer acknowledges and agrees that a failure to contact Flock within thisperiod will serve as a waiver of any claim. If any undisputed fee is more thanthirty (30) days overdue, Flock may, without limiting its other rights andremedies, suspend delivery of the Flock Services until such undisputed invoiceis paid in full. Flock shall provide at least thirty (30) days’ prior writtennotice to Customer of the payment delinquency before exercising any suspensionright. Customer shall direct all queries regarding billing or payment concernsto support@flocksafety.com. Flock may impose a late fee equal to the lesser of(a) 1.5%, or (b) the highest rate permitted by Applicable Law, each month onall amounts overdue beyond ten (10) days, but this charge will not waive orextend any obligation of Customer to make payments when due.  

6.2.  Notice of Changes to Fees. In the event of any changes to fees, Flock shallprovide Customer with sixty (60) days’ notice (email sufficient) prior to theend of the term of the applicable Order Form. Any such changes to fees shallonly impact subsequent renewal terms.

6.3.  Taxes.  Customer is responsible for all taxes,levies, or duties, excluding only taxes based on Flock’s net income, imposed bytaxing authorities associated with the order. If Flock has the legal obligation to pay or collect taxes, includingamounts subsequently assessed by a taxing authority, for which Customer isresponsible, the appropriate amount shall be invoiced to and paid by Customerunless Customer provides Flock a legally sufficient, valid tax exemptioncertificate authorized by the appropriate taxing authority. Flock shall notcharge Customer any taxes from which it is exempt. If any deduction orwithholding is required by law, Customer shall notify Flock and shall pay Flockany additional amounts necessary to ensure that the net amount that Flock receives,after any deduction and withholding, equals the amount Flock would have receivedif no deduction or withholding had been required.

7.     TERM AND TERMINATION

7.1.  Term. TheseTerms & Conditions will be effective from the Effective Date and willcontinue in full force and effect until terminated as set forth herein. Theterm of each Order Form will be as set forth therein.

7.2.  Termination. Upon termination or expiration of the Agreement or anyapplicable Order Form, Flock will remove any applicable Flock Hardware within acommercially reasonable time period. Either Party may terminate thisAgreement effective upon written notice to the other Party if (a) the otherParty defaults in performance of any material provision of the Agreement andsuch default is not cured within thirty (30) days following written noticedescribing the specific default; (b) the other Party violates Applicable Law;(c) the other Party files a voluntarypetition in bankruptcy or an involuntary petition is filed against it; (d) theother Party is adjudged bankrupt; (e) a court assumes jurisdiction of theassets of the other Party under a federal reorganization act or other statute;(f) a trustee or receiver is appointed by a court for all or a substantialportion of the assets of the other Party; (g) the other Party becomesinsolvent, suspends business, or ceases to conduct its business in the ordinarycourse; (h) the other Party makes an assignment of its assets for the benefitof its creditors; or (i) there are no active Order Forms under these Terms& Conditions. In the eventCustomer terminates the Agreement pursuant to Section 7.2(a), Flock will refundCustomer a pro-rata portion of the pre-paid fees for the Flock Services notreceived prior to the date of termination.

7.3.  Survival. The following Sections will survive termination: 1, 4,5, 6, 7, 8.5, 9, and 11.

7.4.  Payment Upon Termination. Upon termination of the Agreement or any Order Form forany reason, Customer shall pay to Flock all amounts due hereunder for all FlockServices rendered through the date of termination in accordance with the termsof the Agreement.

8.     REPRESENTATIONS AND WARRANTIES

8.1.  Manufacturer Defect. Upon a malfunction or failure of Flock Hardware (a “Defect”),Customer must notify Flock’s technical support team. Flock shall conduct aninspection or test any Customer-reported Defect within seven (7) business daysof notification, and Flock shall use commercially reasonable efforts to repairor replace, in Flock’s sole discretion, the defective Flock Hardware at noadditional cost to Customer.

8.2.  Flock Representations and Warranties. Flock represents and warrantsto Customer that (a) the Flock Services, when used in accordance with theAgreement and as expressly authorized by Flock, do not infringe any validpatent, registered copyright, or other registered intellectual property rightunder the laws of the United States, provided that Flock makes no warranty tothe extent such infringement results from (i) use of the Flock Services byCustomer in combination with any data, software, or equipment not provided byFlock, where such infringement would have been avoided absent such combination,or (ii) any breach of the Agreement by, or any negligent or other wrongfulact or omission of, Customer or any party acting on Customer’s behalf; (b)Flock’s personnel will perform the Flock Services in a professional andworkmanlike manner, consistent with generally accepted industry standards; and(c) Flock’s personnel performing the Flock Services will be appropriatelytrained for their assigned roles and will perform the Flock Services in allmaterial respects in accordance with prevailing industry standards.

8.3.  Customer Representations and Warranty. Customer represents and warrants to Flock that (a)Customer shall access and use the Flock Services only in compliance with theAgreement, the Permitted Purpose, and Applicable Law; (b) Customer has allrights, permissions, and authorizations necessary to provide Customer Data toFlock and to direct Flock to collect, use, and otherwise handle Customer Dataas contemplated by the Agreement; and (c) Customer will obtain and maintain anynotices, signage, or consents required in connection with Customer’sdeployment, configuration, access to, sharing of, and use of the Flock Servicesand Customer Data.

8.4.  Mutual Representations and Warranties. Each Party represents and warrants to the otherParty that (a) it has the requisite corporate power and authority to executeand perform its obligations under the Agreement; (b) the person executing theAgreement on its behalf has the authority to bind it hereunder and that suchParty’s execution of the Agreement is not in violation of such Party’s bylaws,certificate of incorporation, or other comparable document; (c) the execution,delivery, or performance of the Agreement will not violate or conflict with,require consent under, or result in any breach or default of (i) ApplicableLaw, or (ii) any covenants or agreements by which such Party or any of itsassets are bound; and (d) each Party will comply with Applicable Law.

8.5.  Disclaimer. THE REMEDY DESCRIBED IN SECTION 8.1 ABOVE IS CUSTOMER’SSOLE AND EXCLUSIVE REMEDY, AND FLOCK’S SOLE LIABILITY, WITH RESPECT TO DEFECTS.FLOCK DOES NOT WARRANT THAT THE FLOCK SERVICES WILL BE UNINTERRUPTED OR ERRORFREE NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROMUSE OF THE FLOCK SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, THEFLOCK SERVICES ARE PROVIDED “AS IS,” AND FLOCK DISCLAIMS ALL REPRESENTATIONSAND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED (EITHER IN FACT OR BYOPERATION OF LAW), WITH RESPECT TO ANY SERVICE OR ITEM PROVIDED HEREUNDER. THISSECTION 8.5 APPLIES TO THE EXTENT PERMITTED BY LAW.

8.6.  Insurance. Flock will maintain the insurance policies set forth onExhibit A attached hereto.

9. LIMITATION OF LIABILITY. FLOCK’SCUMULATIVE, AGGREGATE LIABILITY IN CONNECTION WITH, OR ARISING IN ANY WAY OR INANY DEGREE FROM, THE AGREEMENT, FROM THE FLOCK SERVICES, OR OTHERWISE FROM THEACTS OR OMISSIONS OF FLOCK WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TOFLOCK IN THE TWELVE (12) MONTHS BEFORE SUCH CLAIM AROSE. NOTWITHSTANDINGANYTHING TO THE CONTRARY, FLOCK WILL NOT BE LIABLE FOR INDIRECT, EXEMPLARY,PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSSES; ADDITIONALOVERHEAD AND PAYROLL; LOST PROFITS OR BUSINESS OPPORTUNITIES; LOSS OF DATA; ORTHE COST OF PROCUREMENT OF SUBSTITUTE ITEMS OR SERVICES. THIS SECTION 9APPLIES TO THE EXTENT PERMITTED BY LAW. Customer hereby acknowledges that theremedies set forth above are reasonable.

10.  FLOCK HARDWARE (APPLICABLE ONLY WHERE CUSTOMERHAS LICENSED FLOCK HARDWARE)

10.1. FlockHardware. Customer is not permitted to remove, reposition,re-install, tamper with, alter, adjust, or otherwise take possession or controlof Flock Hardware. In the event Customer is found to engage in any of theforegoing restricted actions, all warranties herein shall be null and void, andFlock shall be entitled to terminate the Agreement in accordance with Section7.2(a). Customer shall not perform any acts which would interfere with Flock’s retentionof title to the Flock Hardware. Should Customer default on any payment of theFlock Services, Flock may immediately cut off access to the Web Interface andremove Flock Hardware at Flock’s discretion. Such actions, if made by Flock,shall not be deemed a waiver of Flock’s rights to any damages Flock may sustainas a result of Customer’s default, and Flock shall have the right to enforceany other legal remedy or right.

10.2. DeploymentPlan. Flock shall adviseCustomer on the location and positioning of the Flock Hardware for optimalproduct functionality, as conditions and locations allow. Flock willcollaborate with Customer to design the strategic geographic mapping of thelocation(s) and implementation of Flock Hardware to create a deployment planassociated with each Order Form (each, a “Deployment Plan”). Inthe event that Flock determines that Flock Hardware will not achieve optimalfunctionality at a designated location, Flock shall have final discretion toveto a specific location and will provide alternative options to Customer.After installation of Flock Hardware, any subsequent requested changes to theDeployment Plan, including relocating, re-positioning, adjusting of themounting, removing foliage, replacement, and/or changes to heights of poleswill incur a fee as set forth in the Reinstall Fee Schedule. Customer willreceive prior notice and confirm approval of any such fees.

10.3. CustomerInstallation Obligations. Customer is responsible for any applicablesupplementary cost as described in the Customer Implementation Guide. Customerrepresents and warrants that it has, or shall lawfully obtain, all necessaryrights and authority and hereby authorizes Flock to install the Flock Hardwareat the designated locations and to make any necessary inspections ormaintenance in connection with such installation.

10.4. ReplacementsIn the event that Flock Hardwareis lost, stolen, or damaged, Customer may request a replacement of FlockHardware at a fee as set forth in the Reinstall Fee Schedule. In the eventCustomer chooses not to replace lost, stolen, or damaged Flock Hardware, Flock shallnot be liable for any resulting impact to the Flock Services, nor shallCustomer receive a refund for the lost, damaged, or stolen Flock Hardware.

10.5. HazardousConditions. Flock Services donot contemplate hazardous materials or other hazardous conditions, including,without limit, asbestos, lead, or toxic or flammable substances. In the eventany such hazardous materials are discovered in the designated locationsin which Flock is to perform services under the Agreement, Flock shallhave the right to cease work immediately.

11.  MISCELLANEOUS

11.1. Severability.If any provision of theAgreement is found to be illegal, unenforceable, or invalid, that provisionwill be limited or eliminated to the minimum extent necessary so that theAgreement will otherwise remain in full force and effect.

11.2. Assignment.Neither Party may assign theAgreement or any right under the Agreement, in each case by operation of law orotherwise, except as otherwise permitted hereunder without the prior writtenconsent of the other Party, and any attempt to assign the Agreement or anyright under the Agreement in breach of the provisions of this Section 11.2shall be null and void. The foregoing notwithstanding, either Party may assignthe Agreement upon written notice to the other Party in connection with (a) anyreorganization, conversion, consolidation or merger of such Party, (b) anytransaction resulting in the holders (together with their affiliates) of amajority of the voting securities, membership interest or right to appoint amajority of the members of the board of directors or similar governing body ofsuch Party as of immediately prior to such transaction, holding less than sucha majority as of immediately after such transaction, or (c) any sale, transferor exclusive license of all or a majority of the assets of such Party that arepertinent to the Agreement or, in each case of (a) through (c) whetherconsummated in one transaction or a series of related transactions. For theavoidance of doubt, the assigning Party and the assignee will remain liablejointly and severally for any unperformed obligations under the Agreement orany breach hereof arising prior to the effective date of any assignment of theAgreement. The Agreement is binding on the Parties and their successors andpermitted assigns.

11.3. EntireAgreement. The Agreementconstitutes the entire agreementbetween the Parties relating to the Flock Services and supersedes all prioragreements, understandings, and representations relating to the Flock Services.No waiver or modification to the Agreement will be effective or binding unlesssigned by Customer and a duly authorized representative of Flock, except asotherwise provided herein. None of Customer’s purchase orders, questionnaires,portal terms and conditions, authorizations, or similar documents will alterthe terms of the Agreement or be binding upon Flock, and any such terms areexpressly rejected. Any mutually agreed purchase order is subject to the termsof the Agreement. Customer agrees that Customer’s purchase is neithercontingent upon the delivery of any future functionality or features nordependent upon any oral or written comments made by Flock with respect tofuture functionality or feature.

11.4. Relationship.The Parties intend that nothingcontained in the Agreement be construed to create an agency, partnership, jointventure, employment, or like relationship between the Parties, and theirrelationship is and will remain that of independent Parties to a contractualservice relationship. Neither Partywill be liable for the debts or obligations of the other Party.

11.5. GoverningLaw; Dispute Resolution. TheAgreement, and any controversy or claim arising out of or relating to theAgreement (each, a “Dispute”) shall be governed exclusively by,and construed and enforced in accordance with, the laws of the State ofGeorgia, without regard to its conflicts of laws principles. If any Disputecannot be settled through direct discussions, the Parties agree to endeavorfirst to settle such Dispute by mediation administered by the AmericanArbitration Association under its Commercial Mediation Procedures beforeresorting to arbitration. The Parties further agree that any Dispute thatremains unresolved by mediation shall be settled by arbitration administered bythe American Arbitration Association in accordance with its CommercialArbitration Rules and judgment on the award rendered by the arbitrator(s) maybe entered in any court having jurisdiction thereof. The Parties agree that theUnited Nations Convention for the International Sale of Goods is excluded inits entirety from this Agreement.

11.6. Publicity.Flock will obtain Customer’sconsent before using Customer’s name or logo in a manner signifying anendorsement of Flock by Customer; provided, however that Flock may refer toCustomer as a current customer without first obtaining Customer’s consent.

11.7. Feedback.Any Feedback: (a) is given toFlock without claim of intellectual property right by Customer, (b) by itsreceipt grants Flock a royalty free, worldwide, transferable, sub-licensable,irrevocable, perpetual license to commercialize, use, and incorporate suchFeedback into its software, services, or systems, or use as it otherwise deemsnecessary or desirable in its business, and (c) will not enable Customer toclaim any interest in or ownership of Flock Property.

11.8. Export.Customer may not remove orexport from the United States or allow the export or re-export of FlockProperty or anything related thereto, or any direct product thereof inviolation of any restrictions, laws or regulations of the United StatesDepartment of Commerce, the United States Department of Treasury Office ofForeign Assets Control, or any other United States or foreign Customer orauthority. As defined in Federal Acquisition Regulation (“FAR”),section 2.101, the Flock Services, Flock Hardware, and documentation are“commercial items” according to the Department of Defense Federal AcquisitionRegulation (“DFAR”) section 252.2277014(a)(1) and are deemed tobe “commercial computer software” and “commercial computer softwaredocumentation.” Flock is compliant with FAR Section 889 and does not contractor do business with, use any equipment, system, or service that uses theenumerated banned Chinese telecommunication companies, equipment, or servicesas a substantial or essential component of any system, or as criticaltechnology as part of any Flock system. Consistent with DFAR section 227.7202and FAR section 12.212, any use, modification, reproduction, release,performance, display, or disclosure of such commercial software or commercialsoftware documentation by the U.S. Government will be governed solely by theterms of the Agreement and will be prohibited except to the extent expresslypermitted by the terms of the Agreement.

11.9. Headings. The headings are merely for organization andshould not be construed as adding meaning to the Agreement or interpreting theassociated sections.

11.10. Conflict. To the extent of a conflict between theAgreement and any applicable statement of work or mutually-agreed purchaseorder, the Agreement controls unless explicitly stated otherwise. From time totime, the Parties may mutually agree in a signed Order Form to certain specialterms applicable to such Order Form (“Special Terms”). To theextent of any conflict or inconsistency between or among the terms of theseTerms & Conditions, the terms of any Order Form (excluding Special Terms),or the Special Terms themselves, the order of priority (from highest to lowest)in which the respective documents will govern to the extent of such conflict orinconsistency shall be as follows: (i) the Special Terms; (ii) these Terms& Conditions; and (iii) the Order Form (excluding Special Terms).

11.11. Notices.All notices under the Agreementwill be in writing and will be deemed to have been duly given when received, ifpersonally delivered; when receipt is electronically confirmed, if transmittedby email; the day after it is sent, if sent for next day delivery by recognizedovernight delivery service; and upon receipt, if sent by certified orregistered mail, return receipt requested. All notices will be provided to theemail or mailing address listed in the Order Form.

11.12. Non-Appropriation. All obligations of the Customer under theAgreement which require the expenditure of public funds are conditioned on theavailability of said funds appropriated for that purpose. To the extentapplicable, if funds are not appropriated for a future fiscal year, Customershall have the right to terminate the Agreement for non-appropriation at theend of the applicable fiscal year upon thirty (30) days’ written notice toFlock. Customer shall remain responsible for all amounts incurred prior totermination.

11.13. Construction. Whenused in the Agreement, “including” means “including without limitation.”

11.14. ForceMajeure.

11.14.1. If a ForceMajeure Event prevents a Party from complying with any one or more obligationsunder the Agreement, that inability to comply will not constitute breach if (a)that Party uses reasonable efforts to perform those obligations; (b) thatParty’s inability to perform those obligations is not due to its failure to (i)take reasonable measures to protect itself against events or circumstances ofthe same type as that Force Majeure Event, or (ii) develop and maintain areasonable contingency plan to respond to events or circumstances of the sametype as that Force Majeure Event; and (c) that Party complies with itsobligations under Section 11.14.2.

11.14.2. During aForce Majeure Event, the noncomplying Party shall use reasonable efforts tolimit damages to the other Party and to resume its performance under theAgreement.

11.15. ThirdParties. Except as explicitly setforth herein, none of the provisions of the Agreement will be for the benefitof or enforceable by any third-party.

11.16. Waivers. Nofailure by a Party to insist upon the strict performance of any term orcondition of the Agreement or to exercise any right or remedy hereunder willconstitute a waiver.

11.17. Execution. In connection with the Flock Services, a copyof a signed document sent by PDF or fax will be deemed an original in the handsof the recipient. The Agreement may be executed in counterparts and exchangedby electronic means, each of which shall be deemed an original, and both ofwhich together constitute only one agreement between the Parties.

EXHIBIT A: INSURANCE

1. Required Coverage. Flock shall procure     and maintain for the duration of the Agreement insurance against claims     for injuries to persons or damages to property that may arise from or in     connection with the performance of the services under the Agreement and     the results of that work by Flock or its agents, representatives,     employees, or subcontractors. Insurance shall be placed with insurers with     a current A. M. Best rating of no less than “A” and “VII”. Flock shall     obtain and, during the term of the Agreement, shall maintain policies of     professional liability (errors and omissions), automobile liability, and     general liability insurance for insurable amounts of the limits listed     herein. The insurance policies shall provide that the policies shall     remain in full force during the life of the Agreement. Flock     shall procure and shall maintain during the life of the     Agreement Worker's Compensation insurance as required by     applicable State law for all Flock employees. For the avoidance of doubt,     (a) all required insurance limits by Customer can be met through a     combination of primary and excess/umbrella coverage, and (b) Flock’s Cyber     and Professional Liability/Errors and Omissions insurance has a shared     limit of Five Million Dollars (5,000,000) per incident and in the     aggregate.

2. Types and Amounts Required. Flock shall maintain the following insurance     coverage for the duration of the Agreement:

(a) CommercialGeneral Liability insurancewritten on an occurrence basis with limits of One Million Dollars ($1,000,000)per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodilyinjury, death, and property damage, including personal injury, liabilityassumed under an insured contract, independent contractors, broad-form propertydamage, and product and completed operations coverage;

(b) Workers Compensation insurance inaccordance with statutory limits;

(c) Professional Liability/Errors and Omissionsinsurance with limits of Five Million Dollars ($5,000,000) each claim and inthe aggregate;

(d) Commercial Automobile Liability insurancewith a combined single limit of One Million Dollars ($1,000,000) per occurrencefor bodily injury, death, and property coverage, including owned and non-ownedand hired automobile coverage; and

(e) Cyber Liability insurance written on a perclaim basis with limits of Five Million Dollars ($5,000,000).

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