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flock safety
<br /> and not for tracking activities that the system is not designed to capture("Permitted Purpose").Agency will not,and
<br /> will not permit any Authorized End Users to,(i)copy or duplicate any of the Flock IP;(ii)decompile,disassemble,
<br /> reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of
<br /> any of the Flock IP is compiled or interpreted,or apply any other process or procedure to derive the source code of
<br /> any software included in the Flock IP,or attempt to do any of the foregoing,and Agency acknowledges that nothing
<br /> in this Agreement will be construed to grant Agency any right to obtain or use such source code;(iii)modify,alter,
<br /> tamper with or repair any of the Flock IP,or create any derivative product from any of the foregoing,or attempt to
<br /> do any of the foregoing,except with the prior written consent of Flock;(vi)interfere or attempt to interfere in any
<br /> manner with the functionality or proper working of any of the Flock IP;(v)remove,obscure,or alter any notice of
<br /> any intellectual property or proprietary right appearing on or contained within any of the Application IP;(vii)use
<br /> the Flock Services for timesharing or service bureau purposes or otherwise for the benefit of a third party or any
<br /> purpose other than the Purpose;(viii)use the Services,support,equipment and the Flock IP for anything other than
<br /> the Permitted Purpose;or(ix)assign,sublicense,sell,resell,lease,rent or otherwise transfer or convey,or pledge as
<br /> security or otherwise encumber,Agency's rights under Sections 2.1,2.2,or 2.3.
<br /> 2.5 Retained Rights;Ownership. As between the Parties,subject to the rights granted in this Agreement,Flock
<br /> and its licensors retain all right,title and interest in and to the Flock IP and its components,and Agency
<br /> acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by
<br /> this Agreement.Agency further acknowledges that Flock retains the right to use the foregoing for any purpose in
<br /> Flock's sole discretion. There are no implied rights.
<br /> 2.6 Suspension.Notwithstanding anything to the contrary in this Agreement,Flock may temporarily suspend
<br /> Agency's and any Authorized End User's access to any portion or all of the Flock IP if(i)Flock reasonably
<br /> determines that(a)there is a threat or attack on any of the Flock IP;(b)Agency's or any Authorized End User's use
<br /> of the Flock Service disrupts or poses a security risk to the Flock Service or any other customer or vendor of Flock;
<br /> (c)Agency or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities;(d)Flock's
<br /> provision of the Flock Services to Agency or any Authorized End User is prohibited by applicable law;or(e)any
<br /> vendor of Flock has suspended or terminated Flock's access to or use of any third party services or products required
<br /> to enable Agency to access the Flock (each such suspension,in accordance with this Section 2.6,a"Service
<br /> Suspension").Flock will make commercially reasonable efforts,circumstances permitting,to provide written notice
<br /> of any Service Suspension to Agency(including notices sent to Flock's registered email address)and to provide
<br /> updates regarding resumption of access to the Flock IP following any Service Suspension.Flock will use
<br /> commercially reasonable efforts to resume providing access to the Application Service as soon as reasonably
<br /> possible after the event giving rise to the Service Suspension is cured. Flock will have no liability for any damage,
<br /> liabilities,losses(including any loss of data or profits)or any other consequences that Agency or any Authorized
<br /> End User may incur as a result of a Service Suspension.To the extent that the service suspension is not caused by
<br /> Agency's direct actions or by the actions of parties associated with the Agency,the expiration of the Term will be
<br /> tolled by the duration of any suspension(for any continuous suspension lasting at least one full day).
<br /> 2.7 Installation Services.
<br /> 2.7.1 Designated Locations. Prior to performing the physical installation of the Units, Flock shall advise
<br /> Agency on the location and positioning of the Units for optimal license plate image capture,as conditions and location
<br /> allow.Flock and Agency must mutually agree on the location(mounting site or pole),position and angle of the Units
<br /> (each Unit location so designated by Agency, a "Designated Location"). Flock shall have no liability to Agency
<br /> resulting from any poor performance,functionality or Footage resulting from or otherwise relating to the Designated
<br /> Locations or delay in installation due to Agency's delay in identifying the choices for the Designated Locations,in
<br /> ordering and/or having the Designated Location ready for installation including having all electrical work preinstalled
<br /> and permits ready.Designated Locations that are suggested by Flock and accepted by Agency without alteration will
<br /> be known as Flock Designated Locations. After a deployment plan with Designated Locations and equipment has
<br /> been agreed upon by both Flock and the Agency,any subsequent changes to the deployment plan("Reinstalls")driven
<br /> by Agency's request will incur a charge for Flock's then-current list price for Reinstalls, as listed in the then-current
<br /> Reinstall Policy(available at https://www.flocksafety.com/reinstall-fee-schedule)and any equipment charges.These
<br /> changes include but are not limited to camera re-positioning, adjusting of camera mounting, re-angling, removing
<br /> foliage, camera replacement, changes to heights of poles, regardless of whether the need for Reinstalls related to
<br /> vandalism,weather,theft,lack of criminal activity in view,and the like.
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