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HomeMy WebLinkAboutFlock Safety MOU Docusign Envelope ID: E6CB7CAO-61A7-4722-BOC6-33CF2AAOA743 ti" ocksafety MEMORANDUM OF UNDERSTANDING This Data Sharing Memorandum of Understanding (hereinafter"MOU") is entered into by and between Flock Group, Inc., d/b/a"Flock Safety", with a place of business at 1170 Howell Mill Road NW Suite 210, Atlanta, GA 30318 ("Flock") and Meridian PD with a place of business at 1401 E Watertower St, Meridian, Idaho 83642 ("Customer") (each a"Party", and together, the "Parties"). Whereas, Customer desires to access Flock's technology platform and FlockOS® (together, the "Flock Services") in order to view and search still images and associated information(e.g., metadata, geo-location of devices, time stamp, and vehicle description) captured by Flock's devices ("Captured Data") for the Purpose (defined below). Whereas, Flock desires to share Captured Data with Customer in accordance with the applicable retention requirements,pursuant to the following terms and conditions: 1. Definitions. 1.1. "Authorized User" means employees, agents, or officers of Customer accessing or using the Flock Services for the Purpose. 1.2. "Flock IP"means the Flock Services, Flock's proprietary software, hardware, and any intellectual property or proprietary information therein or otherwise provided to Customer and/or its Authorized Users. 1.3. "F1ockOS®Essentials Tier"means access to Flock's cloud-based public safety platform, which includes real-time hotlist alerts and search vehicle evidence from a nationwide network of license plate reader cameras. FlockOS® Essentials Tier includes access to Flock's national law enforcement network of devices. 1.4. "F1ockOS® Community Tier"means access to Flock's cloud-based public safety platform, which includes limited access to community devices, such as Home Owner Associations, businesses, law enforcement, and school safety customers, within the local city or county they serve. F1ockOS® Community Tier does not include national access to Flock's law enforcement network of devices. 2. Purpose. Customer shall use Flock Services solely for the awareness, prevention, and prosecution of crime, bona fide investigations and evidence gathering by law enforcement to the extent permitted by law("Purpose"). 3. Term. This MOU will commence upon execution by both Parties and shall continue until terminated by either Party pursuant to Section 12 ("Termination for Convenience"). 4. Trial Period. For the first ninety (90) days of the Term ("Trial Period"), Customer will have complimentary access to FlockOS®Essentials Tier. After the Trial Period, Customer will be Docusign Envelope ID: E6CB7CAO-61A7-4722-BOC6-33CF2AAOA743 ti" ocksafety automatically downgraded to F1ock0S6 Community Tier unless the Parties mutually execute a paid subscription agreement. 5. Access Rights to Flock Services. Flock grants to Customer a non-exclusive, non-transferable, revocable right to access the features and functions of the Flock Services during the Term, solely for use by Authorized Users. Customer shall undertake reasonable efforts to make all Authorized Users aware of the provisions of this MOU and shall cause Authorized Users to comply with such provisions. Customer shall be responsible for all acts and omissions of Authorized Users. 6. Restrictions on Use. Customer will not permit any Authorized Users or any third party to: (i) copy or duplicate any of the Flock Services; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of any of the Flock Services is compiled or interpreted; (iii)modify, alter, or tamper with any of the Flock Services, or create any derivative product from any of the foregoing; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock Services; (v)remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Flock Services; or(vi) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, Customer's rights. Customer may only access Captured Data and Flock Services to perform the Purpose, as described in Section 2. Parties shall comply with all applicable local, state and federal laws, regulations,policies and ordinances. 7. Service Interruption. Flock Services may be interrupted in the event that: (a) Flock's provision of Flock Services to Customer or any Authorized User is prohibited by applicable law; (b) any third-party services required for Flock Services are interrupted; (c) if Flock reasonably believe Flock Services are being used for malicious,unlawful, or otherwise unauthorized use; (d) there is a threat or attack on any of the Flock IP by a third party; or(e) scheduled or emergency maintenance ("Service Interruption"). Flock will make commercially reasonable efforts to provide written notice of any Service Interruption to Customer, to provide updates, and to resume providing access to Flock Services as soon as reasonably possible after the event giving rise to the Service Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Interruption. 8. Service Suspension. Flock may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Flock IP or Flock Services if. (a) there is a threat or attack on any of the Flock IP by Customer; (b) Customer's or any Authorized User's use of the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of Flock; (c) Customer or any Authorized User uses the Flock IP for fraudulent or illegal activities; (d) Customer has violated any term of this provision, including, but not limited to, utilizing Flock Services for anything other than the Purpose; or(e) any unauthorized access to Flock Services through Customer's account. 9. Ownership. Flock retains all right, title and interest in and to the Flock Service, Flock IP, and its components or data provided by Flock to Customer. Customer further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock's sole discretion. Except as Docusign Envelope ID: E6CB7CAO-61A7-4722-BOC6-33CF2AAOA743 ti" ocksafety provided herein, Customer acknowledges that it neither owns nor acquires any rights, title or interest in Flock IP or Captured Data. If Customer or Authorized User provides any suggestions or other information relating to the subject matter hereunder, Customer or Authorized User hereby assigns to Flock all right, title and interest(including intellectual property rights)with respect to or resulting from any of the foregoing. There are no implied rights. 10. Warranty. Flock Services are provided"As Is". Flock disclaims all warranties, express or implied, including,but not limited to, implied warranties of merchantability and fitness for a particular purpose as to Flock Services and Captured Data. 11. Financial Implications to Customer. No financial commitment by Customer is required to access the Flock Services or Captured Data under this MOU. 12. Termination for Convenience. Either Party may terminate this MOU for its convenience at its sole discretion by providing thirty (30) days prior written notice of termination, effective immediately after such notice. Upon termination of this MOU, Customer will immediately cease all use of Flock Services. 13. Indemnification. Each Party to this MOU shall assume the responsibility and liability for the acts and omissions of its own employees, deputies, officers, or agents, in connection with the use of Flock Services. To the extent permitted by law, Parties shall indemnify and hold harmless each other against any suits, claims, actions, complaints, or liability of any kind, which relate to the use of or reliance on Flock Services. For tort liability purposes, no participating Parry shall be considered the agent of the other participating Party. Each Party to this MOU shall be liable (if at all) only for the torts of its own officers, agents, or employees. Under no circumstances shall this MOU be interpreted to create a partnership or joint venture. 14. Limitation of Liability. 14.1. Limitation on Direct Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,IN NO EVENT SHALL FLOCK, ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES BE LIABLE FOR ANY AMOUNT GREATER THAN $100 IN UNITED STATES CURRENCY,WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), PRODUCT LIABILITY OR OTHERWISE. 14.2. Waiver of Consequential Damages. IN NO EVENT SHALL FLOCK OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING,WITHOUT LIMITATION, LOSS OF DATA OR LOSS OF PROFITS,WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 15. Confidentiality. Docusign Envelope ID: E6CB7CAO-61A7-4722-BOC6-33CF2AAOA743 ti" ocksafety 15.1. Obligations. During the performance of services and Customer's use of the Flock Services under this Agreement it may be necessary for a Party to provide the other with certain information considered to be proprietary or confidential by the disclosing Parry. The disclosure of such confidential information shall be subject to the following terms and conditions. 15.1.1. "Confidential Information" shall mean any material, data, systems,procedures and other information of or with respect to disclosing Party that is not be accessible or known to the general public, including information concerning its hardware, business plans or opportunities, business strategies, finances, employees, object code, source code, formulae, algorithms, financial data, clients, employees, software development plans, software support and third-parry proprietary or other information that disclosing Party treats as confidential. The receiving Party shall not use,publish or divulge any Confidential Information of the disclosing Party except(i) in connection with receiving Party's provision of software and services pursuant to this Agreement, (ii) to receiving Party's officers, directors, employees, agents and contractors who need to know such information to enable receiving Parry to provide software and services pursuant to this Agreement, or(iii) with the prior written consent of disclosing Party,provided that disclosing Party may withhold such consent in its sole discretion. 15.1.2. Each Party shall protect the other's Confidential Information with the same degree of care normally used to protect its own similar Confidential Information, but in no event less than that degree of care that a reasonably prudent business person would use to protect such information. The obligations of each Party to protect Confidential Information received from the other Parry shall not apply to information that is publicly known or becomes publicly known through no act or failure to act on the part of the recipient. All provisions of this MOU concerning this section herein, shall survive any termination of this MOU. 15.2. Exclusions. Confidential Information shall not include any information that is (i) already known to the receiving Party at the time of the disclosure; (ii)publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving Party; (iii) subsequently disclosed to the receiving Party on a non-confidential basis by a third-party not having a confidential relationship with the other Parry hereto that rightfully acquired such information; or(iv) communicated to a third party by the receiving Party with the express written consent of the other party hereto. A disclosure of Confidential Information that is legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process or the Freedom of Information Act or Public Records Request shall not be considered a breach of this MOU; provided the receiving Party provides prompt notice of any such subpoena, order, or the like to the other Party so that such Party will have the opportunity to obtain a protective order or otherwise oppose the disclosure. 16. Entire Agreement. This MOU is complete and contains the entire understanding between the Parties relating to the provision of Flock Services, the sharing of Captured Data, and Docusign Envelope ID: E6CB7CAO-61A7-4722-BOC6-33CF2AAOA743 ti" ocksafety Confidential Information by and between Flock and Customer. This MOU supersedes any and all other agreements between the Parties. This Agreement is non-assignable by either Party. 17. Severability. Nothing is this MOU is intended to conflict with or violate State or Federal laws, regulations, policies, etc. If a term or provision of this MOU is inconsistent with a law or authority, then that term or provision shall be invalid,but the remaining terms and provisions shall remain in full force and effect. If any provision of this MOU is found to be unenforceable, unlawful, or void, the provision shall be deemed severable from the MOU and shall not affect the validity of the remaining provisions. 18. Miscellaneous. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. All notices will be provided to the email or mailing address listed in this Agreement. This MOU shall be governed by the laws of the state in which the Customer is located, excluding its conflict of laws rules. The parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this MOU. IN WITNESS WHEREOF, Flock and the Customer have caused this MOU to be signed on the date set forth below and be effective on the last date specified below. FLOCK GROUP,INC. Meridian PD Signed by: Signed by: Z Lalit by, Fro siW By. 1024FAF1 FBBMOF... By 9982CC9C42B449 F Dan Haley Brandon Frasier Name: Name: Title: Chief Legal Officer Title: Lieutenant 10/20/2025 10/20/2025 Date: Date: