R2021-40 Resolution Authorizing a Lease Agreement Between the City of Decatur and Flock Safety for the Deployment of 60 LPR Cameras in the City Neighborhoods and Adjacent Thoroughfares

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flock safety 1.7"Hardware"shall mean the Flock Cameras and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services.The term"Hardware"excludes the Embedded Software. 1.8"Installation Services"means the services provided by Flock regarding the installation,placements and configuration of the Hardware,pursuant to the Statement of Work attached hereto. 1.9"Flock Services"means the provision,via the Web Interface,of Flock's software application for automatic license plate detection,searching image records,and sharing Footage. 1.10 "Non Agency End User"means a Flock's non-Agency customer that has elected to give Agency access to its data in the Flock System. 1.11 "Non Agency End User Data"means the Footage,geolocation data,environmental data and/or Notifications of a Non-Agency End User. 1.12"Unit(s)"shall mean the Hardware together with the Embedded Software. 1.13"Web Interface"means the website(s)or application(s)through which Agency and its Authorized End Users can access the Services in accordance with the terms of this Agreement. 2.FLOCK SERVICES AND SUPPORT 2.1 Provision of Access.Subject to the terms of this Agreement,Flock hereby grants to Agency a non-exclusive, non-transferable right to access the features and functions of the Flock Services via the Web Interface during the Service Term and No-Fee Term,solely for the Authorized End Users.The Footage will be available for Agency's designated administrator,listed on the Order Form,and any Authorized End Users to access via the Web Interface for 30 days. Authorized End Users will be required to sign up for an account,and select a password and username ("User ID").Flock will also provide Agency the Documentation to be used in accessing and using the Flock Services.Agency shall be responsible for all acts and omissions of Authorized End Users,and any act or omission by an Authorized End User which,if undertaken by Agency,would constitute a breach of this Agreement,shall be deemed a breach of this Agreement by Agency. Agency shall undertake reasonable efforts to make all Authorized End Users aware of the provisions of this Agreement as applicable to such Authorized End User's use of the Flock Services and shall cause Authorized End Users to comply with such provisions.Flock may use the services of one or more third parties to deliver any part of the Flock Services,including without limitation using a third party to host the Web Interface which the Flock Services make available to Agency and Authorized End Users.Flock will pass- through any warranties that Flock receives from its then current third-party service provider to the extent that such warranties can be provided to Agency.SUCH WARRANTIES,AS PROVIDED AS HONORED BY SUCH THIRD PARTIES,ARE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND FLOCK'S SOLE AND EXCLUSIVE LIABILITY WITH REGARD TO SUCH THIRD-PARTY SERVICES,INCLUDING WITHOUT LIMITATION HOSTING THE WEB INTERFACE.To the extent practicable,Agency agrees to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to Agency from time to time. 2.2 Embedded Software License.Subject to all terms of this Agreement,Flock grants Agency a limited,non- exclusive,non-transferable,non-sublicensable(except to the Authorized End Users),revocable right to use the Embedded Software as installed on the Hardware by Flock;in each case,solely as necessary for Agency to use the Flock Services. 2.3 Documentation License.Subject to the terms of this Agreement,Flock hereby grants to Agency a non- exclusive,non-transferable right and license to use the Documentation during the Service Term for Agency's internal purposes in connection with its use of the Flock Services as contemplated herein. 2.4 Usage Restrictions.The purpose for usage of the equipment,the Services and support,and the Flock IP is solely to facilitate gathering evidence that could be used in a criminal investigation by the appropriate government agency