|
frock safety
<br /> judicial or governmental process,provided that the Receiving Party gives the Disclosing Party reasonable prior
<br /> notice of such disclosure to obtain a protective order or otherwise oppose the disclosure. For clarity,Flock may
<br /> access,use,preserve and/or disclose the Footage to law enforcement authorities,government officials,and/or third
<br /> parties,if legally required to do so or if Flock has a good faith belief that such access,use,preservation or disclosure
<br /> is reasonably necessary to:(a)comply with a legal process or request;(b)enforce this Agreement,including
<br /> investigation of any potential violation thereof;(c)detect,prevent or otherwise address security,fraud or technical
<br /> issues;or(d)protect the rights,property or safety of Flock,its users,a third party,or the public as required or
<br /> permitted by law,including respond to an emergency situation. Having received notice prior to data being deleted,
<br /> Flock may store Footage in order to comply with a valid court order but such retained Footage will not be
<br /> retrievable without a valid court order.
<br /> 4.2 Agency and Non-Agency End User Data.As between Flock and Agency,all right,title and interest in the
<br /> Agency Data and Non-Agency End User Data,belong to and are retained solely by Agency. Agency hereby grants
<br /> to Flock a limited,non-exclusive,royalty-free,worldwide license to use the Agency Data and Non-Agency End
<br /> User Data and perform all acts with respect to the Agency Data and Non-Agency End User Data as may be
<br /> necessary for Flock to provide the Flock Services to Agency,including without limitation the Support Services set
<br /> forth in Section 2.9 above,and a non-exclusive,perpetual,irrevocable,worldwide,royalty-free,fully paid license to
<br /> use,reproduce,modify and distribute the Agency Data and Non-Agency End User Data as a part of the Aggregated
<br /> Data(as defined in Section 4.4 below). As between Flock and Agency,Agency is solely responsible for the
<br /> accuracy,quality,integrity,legality,reliability,and appropriateness of all Agency Data and Non-Agency End User
<br /> Data. As between Agency and Non-Agency End Users that have prescribed access of Footage to Agency,each of
<br /> Agency and Non-Agency End Users will share all right,title and interest in the Non-Agency End User Data.This
<br /> Agreement does not by itself make any Non-Agency End User Data the sole property or the Proprietary Information
<br /> of Agency.Flock will automatically delete Footage older than 30 days. Agency has a 30-day window to view,save
<br /> and/or transmit Footage to the relevant government agency prior to its deletion.
<br /> 4.3 Feedback.If Agency provides any suggestions,ideas,enhancement requests,feedback,recommendations or
<br /> other information relating to the subject matter hereunder,Agency hereby assigns(and will cause its agents and
<br /> representatives to assign)to Flock all right,title and interest(including intellectual property rights)with respect to or
<br /> resulting from any of the foregoing.
<br /> 4.4 Aggregated Data.Notwithstanding anything in this Agreement to the contrary,Flock shall have the right to
<br /> collect and analyze data that does not refer to or identify Agency or any individuals or de-identifies such data and
<br /> other information relating to the provision,use and performance of various aspects of the Services and related
<br /> systems and technologies(including,without limitation,information concerning Agency Data and data derived
<br /> therefrom). Agency acknowledges that Flock will be compiling anonymized and/or aggregated data based on
<br /> Agency Data and Non-Agency End User Data input into the Services(the`Aggregated Data"). Agency hereby
<br /> grants Flock a non-exclusive,worldwide,perpetual,royalty-free right and license(during and after the Service Term
<br /> hereof)to(i)use and distribute such Aggregated Data to improve and enhance the Services and for other marketing,
<br /> development,diagnostic and corrective purposes,other Flock offerings,and crime prevention efforts,and(ii)
<br /> disclose the Agency Data and Non-Agency End User Data(both inclusive of any Footage)to enable law
<br /> enforcement monitoring against law enforcement hotlists as well as provide Footage search access to law
<br /> enforcement for investigative purposes only. No rights or licenses are granted except as expressly set forth herein.
<br /> 5.PAYMENT OF FEES
<br /> 5.1 Fees.Agency will pay Flock the first Usage Fee,the Installation Fee and any Hardware Fee(defined on the
<br /> Order Form,together the"Initial Fees")as set forth on the Order Form on or before the 7th day following the
<br /> Effective Date of this Agreement. Flock is not obligated to commence the Installation Services unless and until the
<br /> Initial Fees have been made and shall have no liability resulting from any delay related thereto. Agency shall pay
<br /> the ongoing Usage Fees set forth on the Order Form with such Usage Fees due and payable thirty(30)days in
<br /> advance of each Payment Period.All payments will be made by either ACH,check,or credit card. The first month
<br /> of Services corresponding to the first Usage Fee payment will begin upon the first installation. For 10+-camera
<br /> offerings where only some of the cameras are installed at the first installation and additional cameras will be
<br />
|