flock safety FL OCK GROUP INC. SERVICES AGREEMENT ORDER FORM This Order Form together with the Terms (as defined herein) describe the relationship between Flock Group Inc. ("Flock"): and the customer identified below ("Customer" ): (each of] Flock and Customer, a "Party"). This order form ("Order Form") hereby incorporates and includes the "GOVERNMENT. AGENCY CUSTOMER. AGREEMENT" attached (the "Terms") which describe and set forth the general legal terms governing the relationship (collectively, the Agreement" ). The Terms contain, among other things, warranty disclaimers, liability limitations and use limitations. The Agreement will become effective when this Order Form is executed by both Parties (the "Effective Date"). Customer: City of San Dimas Contact: Phone: Address: 245 E Bonita Avenue San Dimas, CA E-Mail: Usage Fees: $25000 per Year (the Payment Period") Initial' Term: 12 Months Number of Cameras: 10 Renewal Term: 12 Months Installation Fee (one-time) $2500 Billing Contact: Michael O'Brian Pole Fee (one-time) $0 (ifd different than above) mobnen@sandimascagow 909-394-6220 Expected Payment Method: By executing this Order Form, Customer represents and warrants that it has read and agrees all of the terms and conditions contained in the Terms attached. The. Parties have executed this Agreement as of the dates set forth below. Flock Group Inc Customer: By: Aup By: Bi4 Name: Name: Bieno Aer Lakravesse Meker Title: VR a Gou Title: Treuan CovMAvSEN Date: M/s/20 Date: (0.28.2029 fiock safety EXHIBITA Statement of Work Installation ofFlock Camera on existing pole orl Flock-supplied pole ifr required fiock safety GOVERNMENT AGENCY CUSTOMER AGREEMENT This Government Agency Agreement (this Agreement")i is entered into by and between Flock Group, Inc. with a place oft business at 1170 Howell Mill Rdl NW Suite 210, Atlanta, GA 30318 ("Flock")a and the City of San Dimas, California, a municipal corporation ("Agency") (each a "Party," and together, the "Parties"). RECITALS WHEREAS, Flock offers a software and hardware solution for automatic license plate detection through Flock's technology platform (the "Flock Service"), and upon detection, the Flock Service creates images and recordings of suspect vehicles ("Footage") and can provide notifications to Agency upon the instructions of Non- Agency End User ("Notifications"); WHEREAS, Agency desires toj purchase, use and/or have installed access to the Flock Service in order to create, view, search and archive Footage and receive Notifications, including those from non-Agency users of the Flock System (where there is an investigative purpose) such as schools, neighborhood homeowners associations, businesses, and individual users; WHEREAS, because Footage is stored for no. longer than 60 days in compliance with Flock' 's records retention policy, Agency is responsible for extracting, downloading and archiving Footage from the Flock System on its own storage devices; and WHEREAS, Flock desires to provide Agency the Flock Service and any access thereto, subject to the terms and conditions of this. Agreement, solely for the purpose of crime awareness andj prevention by police departments and archiving for evidence gathering ("Purpose"). AGREEMENT NOW, THEREFORE, Flock and. Agency agree as follows and further agree to incorporate the Recitals into this Agreement. 1. DEFINITIONS Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-referenced in this Section 1. 1. "Authorized End User" shall mean any individual employees, agents, or contractors of Agency accessing or using the Services through the Web Interface, under. the rights granted to. Agency pursuant to this Agreement. 2. "Agency Data" will mean the data, media and content provided by Agency through the Services. For the avoidance of doubt, the Agency Content will include the Footage and geolocation information and environmental data collected by sensors built into the Units. 3. Documentation" will mean text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Services which are provided by Flock to Agency in accordance with the terms oft this Agreement. 4. "Embedded Software" will mean the software and/or firmware embedded or preinstalled on the Hardware. 5. "Flock IP" will mean the Flock Services, the Documentation, the Hardware, the Embedded Software, the Installation Services, and any and all intellectual property therein or otherwise provided to Agency and/ or its Authorized End Users in connection with the foregoing. 6. "Footage" means still images and/or video captured by the Hardware in the course of and provided via the Services. fiock safety 7. "Hardware" shall mean the Flock Gate 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. 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. 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. 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. 11. "Non-Agency. End User Data" means the Footage, geolocation data, environmental data and/or Notifications ofal Non-Agency End User. 12. "Unit(s)" shall mean the Hardware together with the Embedded Software. 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 1. Provision of Access. Subject to the terms ofthis 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 60 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 oft 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. 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. 3. Documentation License. Subject to the terms ofthis 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. fiock safety 4. Usage Restrictions. Thej purpose for usage oft 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 and not for tracking activities that the system is not designed to capture ("Permitted Purpose").Agency: will not, and will not] permit any Authorized End Users to, (1) copy or duplicate any ofthe Flock IP; () decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of any of the Flock IPi is compiled ori interpreted, or apply any other process or procedure to derive the source code of any software included in the Flock IP, or attempt to do any ofthe foregoing, and Agency acknowledges that nothing in this Agreement will be construed to grant Agency any right to obtain or use such source code; (ii) modify, alter, tamper with or repair any oft the Flock IP, or create any derivative product from any ofthe foregoing, or attempt to do any of the foregoing, except with the prior written consent of Flock; (vi) interfere or attempt to interfere in any manner with the functionality or proper working ofany of the Flock IP; (y) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any ofthe Application IP; (vii) use the Flock Services for timesharing or serviçe bureau purposes or otherwise for the benefit of a third party or any purpose other than the Purpose; (vin) use the Services, support, equipment and the. Flock IP for anything other than the Permitted Purpose; or (ix) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, Agency's rights under Sections 2.1,2 2.2, or 2.3. 5. Retained Rights; Ownership. As between the Parties, subject to the rights granted in this Agreement, Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and. Agency acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement. Agency further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock's sole discretion. There are no implied rights. 6. Suspension. Notwithstanding anything to the contrary in this Agreement, Flock may temporarily suspend Agency's and any Authorized End User's access to any portion or all ofthe Flock IP: if() Flock reasonably 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 oft the Flock Service disrupts or] poses a security risk to the Flock Service or any other customer or vendor of Flock; (c) Agency or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Flock's provision ofthe Flock Services to Agency or any Authorized End User is prohibited by applicable law; or (e) any vendor of] Flock has suspended or terminated Flock's access to or use ofany third party services or products required to enable. Agency to access the Flock (each such suspension, in accordance with this Section 2.6, a "Service Suspension").1 Flock will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Agency (including notices sent to Flock's registered email address) and to provide updates regarding resumption of access to the Flock IP following any Service Suspension. Flock will use commercially reasonable efforts to resume providing access to the Application Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Agency or any Authorized End User may incur as a result of a Service Suspension. To. the extent that the service suspension is not caused by Agency's direct actions or by the actions of parties associated with the Agency, the expiration of the Term will be tolled by the duration of any suspension (for any continuous suspension lasting at least one full day). 7. Installation Services. 7.1. Designated Locations. Prior to performing the physical installation of the Units, Flock shall advise Agency on the location and positioning of the Units for optimal license plate image capture, as conditions and location allow. Flock and. Agency must. mutually agree on the location (mounting site or pole), position and angle of the Units (each Unit location sO designated by Agency, a "Designated Location"). Flock shall have no liability to Agency resulting from any poor performance, functionality or Footage resulting from or otherwise relating to the Designated Locations or delay in installation due to Agency's delay in identifying the choices for the Designated Locations, in ordering and/or having the Designated Location ready for installation including having all electrical work preinstalled and permits ready. Designated Locations that are suggested by Flock and accepted by Agency without alteration will be known as Flock Designated Locations. After a deployment plan with Designated Locations and equipment has been agreed upon by both Flock and the Agency, any subsequent changes to the deployment plan ("Reinstalls") driven by Agency's request will incur a charge for Flock's then-current list price for Reinstalls, as listed in the then-current Reinstall Policy (available at htps/www.locksately.omireinsul-e- schedule) and any equipment charges. These changes include but are not limited to camera re-positioning, adjusting ofcamera mounting, re-angling, removing fi'ock safety foliage, camera replacement, changes to heights of poles, regardless of whether the need for Reinstalls related to vandalism, weather, theft, lack of criminal activity in view, andi the like. 7.2. Agency's Installation Obligations. Agency agrees to allow Flock and its agents reasonable access in and near the Designated Locations at all reasonable times upon reasonable notice for thej purpose ofj performing the installation work, The Agency Installation Obligations" include, to the extent required by the Deployment Plan, but are not limited to electrical work to provide a reliable source of 120V AC power that follow Flock guidelines and comply with local regulations if adequate solar exposure is not available. Agency is solely responsible for (i) any permits or associated costs, and managing the permitting process; (ii) any federal, state or local taxes including property, license, privilege, sales, use, excise, gross receipts or other similar taxes which may now or hereafter become applicable to, measured by or imposed upon or with respect to the installation of the Hardware, its use, or (ii) any other services performed in connection with installation of the Hardware. Any fees payable to Flock exclude the foregoing. Without being obligated or taking any responsibility for the foregoing, Flock may pay and invoice related costs to Customer if Customer did not address them or a third party requires Flock to pay. Agency represents and warrants that it has all necessary right title and authority and hereby authorizes Flock to install the Hardware at the Designated Locations and to make any necessary inspections or tests in connection with such installation. 7.3. Flock's Installation Obligations. The Hardware shall be installed in a workmanlike manner in accordance with Flock's standard installation procedures, and the installation will be completed within a reasonable time from the time that the Designated Locations are selected by Agency. Following the initial installation of the Hardware and any subsequent Reinstalls or maintenance operations, Flock's obligation to perform installation work shall cease; however, Flock will continue to monitor the performance of the Units and receive access to the Footage for a period of 3 business days for maintenance purposes. Customer can opt out of Flock's access in the preceding sentence, which would waive Flock's responsibility to ensure such action was successful. Agency understands and agrees that the Flock Services will not function without the Hardware. Labor may be provided by Flock or a third party. 7.4. Security Interest. The Hardware shall remain the personal property of Flock and will be removed upon the termination or expiration ofthis Agreement. Agency agrees to perform all acts which may be necessary to assure the retention oftitle oft the Hardware by Flock. Should. Agency default in any payment for the Flock Services or any part thereof or offer to sell or auction the Hardware, then. Agency authorizes and empowers Flock to remove the Hardware or any part thereof. Such removal, ifmade by Flock, shall not be deemed a waiver of Flock's rights to any damages Flock may sustain as a result of Agency's default and Flock shall have the right to enforce any other legal remedy or right. 8. Hazardous Conditions. Unless otherwise stated in the Agreement, Flock's] price for its services under this Agreement does not contemplate work in any areas that contain hazardous materials, or other hazardous conditions, including, without limit, asbestos. In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall have the right to cease work immediately in the area affected until such materials are removed or rendered harmless. Any additional expenses incurred by Flock as a result of the discovery or presence ofhazardous material or hazardous conditions shall be the responsibility ofA Agency and shall be paid promptly upon billing. 9. Support Services. Subject to the payment of fees, Flock shall monitor the performance and functionality of Flock Services and may, from time to time, advise. Agency on changes to the Flock Services, Installation Services, or the Designated Locations which may improve the performance or functionality ofthe Services or may improve the quality oft the. Footage. The work, its timing, and the fees payable relating to such work shall be agreed by the Parties prior to any alterations to or changes ofthe Services or the Designated Locations ("Monitoring Services"). Subject to the terms hereof, Flock will provide Agency with reasonable technical and on-site support and maintenance services ("On-Site Services") in-person or by email at hello@rlocksafetycom. Flock will use commercially reasonable efforts to respond to requests for support. 10. Special Terms. From time to time, Flock may offer certain "Special Terms" related to guarantees, service and support which are indicated in the proposal and on the order form and will become part of this. Agreement. fy'ock safety 3. AGENCY RESTRICTIONS AND RESPONSIBILITIES 1. Agency Obligations. Agency agrees to provide Flock with accurate, complete, and updated registration information. Agency may not select as its User ID a name that Agency does not have the right to use, or another person's name with the intent to impersonate that person.. Agency may not transfer its account to anyone else without prior written permission of Flock. Agency will not share its account or password with anyone, and must protect the security ofi its account and password.. Agency is responsible for any activity associated with its account. Agency shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services.. Agency will, ati its own expense, provide assistance to Flock, including, but not limited to, by means of access to, and use of, Agency facilities, as well as by means of assistance from Agency personnel, to the limited extent any ofthe foregoing may be reasonably necessary to enable Flock to perform its obligations hereunder, including, without limitation, any obligations with respect to Support Services or any Installation Services. 2. Agency Representations and Warranties. Agency represents, covenants, and warrants that Agency will use the Services only in compliance with this. Agreement and all applicable laws and regulations, including but not limited to any. laws relating to the recording or sharing of video, photo, or audio content and retention thereof. 4. CONFIDENTIALITY: AGENCY DATA; NON-AGENCY DATA 1. Confidentiality. Each Party (the "Receiving Party") understands that the other Party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary. Information" of the Disclosing Party). Proprietary Information ofl Flock is non-public information including but not limited to features, functionality, designs, user interfaces, trade secrets, intellectual property, business plans, marketing plans, works of authorship, hardware, customer lists and requirements, and performance ofthe Flock Services. Proprietary Information of Agency includes non-public Agency Data, Non-Agency End User Data, and data provided by Agency or a Non-Agency End User to Flock or collected by Flock via the Unit, including the Footage, to enable the provision of the Services. The Receiving Party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Proprietary Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are: reasonably necessary and appropriate toj preserve and protect the Proprietary Information and the parties' respective rights therein, at all times exercising at least ai reasonable level of care. Bachj party agrees to restrict access to the Proprietary Information oft the other party to those employees or agents who require access in order to perform hereunder. The Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Flock's use oft thel Proprietary Information may include processing the Proprietary Information to send Agency Notifications or alerts, such as when a car exits. Agency's neighborhood, or to analyze the data collected to identify motion or other events. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the. Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by Receiving Party prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to Receiving Party without restriction by a third party, or (d) was independently developed without use ofany Proprietary Information ofthe Disclosing Party. fiock safety Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any subpoena, summons, judicial order or other judicial or governmental process, provided that the Receiving Party gives the Disclosing Party reasonable prior notice ofs such disclosure to obtain a protective order or otherwise oppose the disclosure. For clarity, Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, iflegally required to do SO or if) Flock has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to: (a) comply with a legal process or request; (b) enforce this Agreement, including investigation ofany potential violation thereof, (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Flock, its users, a third party, or the public as required or permitted by law, including respond to an emergency situation. Having received notice prior to data being deleted, Flock may store Footage in order to comply with a valid court order but such retained Footage will not be retrievable without a valid court order. 2. Agency and Non-Agency End User Data. As between Flock and Agency, all right, title and interest in the Agency Data and Non-Agency End User Data, belong to and are retained solely by Agency. Agency hereby grants tol Flock a limited, non-exclusive, royalty-free, worldwide license to use the Agency Data and Non-Agency End User Data and perform all acts with respect to the Agency Data and Non-Agency End User Data as may be necessary for Flock toj provide the Flock Services to Agency, including without limitation the Support Services set forth in Section 2.9 above, and a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, reproduce, modify and distribute the Agency Data and Non-Agency End User Data as a part oft the Aggregated Data (as defined in Section 4.4 below). As between Flock and Agency, Agency is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness ofall Agency Data and Non-Agency End User Data. As between. Agency andl Non-Agency End Users that have prescribed access ofl Footage to Agency, each ofAgency and Non-Agency End Users will share all right, title and interest in the Non-Agency End User Data. This Agreement does not by itself make any Non-Agency End User Data the sole property or the Proprietary Information ofAgency. Flock will automatically delete Footage older than 60 days. Agency has a 60-day window to view, save and/or transmit Footage to the relevant government agency prior to its deletion. 3. Feedback. If Agency provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Agency hereby assigns (and will cause its agents and representatives to assign) to Flock all right, title andi interest (including intellectual property rights) with respect to or resulting from any oft the foregoing. 4. Aggregated Data. Notwithstanding anything in this Agreement to the contrary, Flock shall have the: right to collect and analyze data that does not refer to or identify Agency or any individuals or de-identifies such data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Agency Data and data derived therefrom).. Agency acknowledges that Flock will be compiling anonymized and/or aggregated data based on Agency Data and Non-Agency End User Data input into the Services (the Aggregated. Data"). Agency hereby grants Flock a non-exclusive, worldwide, perpetual, royalty-free right and license (during and after the Service Term hereof) to (i) use and distribute such Aggrègated. Data to improve and enhance the Services and for other marketing, development, diagnostic and corrective purposes, other Flock offerings, and crime prevention efforts, and (ii) disclose the Agency Data and Non-Agency End User Data (both inclusive of any Footage) to enable law enforcement monitoring against law enforcement hotlists as well as provide Footage search access to law enforcement for investigative purposes only. No rights or licenses are granted except as expressly set forth herein. 5. PAYMENT OF FEES 1. Fees. Agency will pay Flock the first Usage Fee, the Installation Fee and any Hardware Fee (defined on the Order Form, together the "Initial Fees") as set forth on the Order Form on or before the 7th day following the Effective Date of this Agreement. Flock is not obligated to commence the Installation Services unless and until the Initial Fees have been made and shall have no liability resulting from any delay related thereto. Agency shall pay the ongoing Usage Fees set forth on the Order Form with such Usage Fees due and payable thirty (30) days in advance of each Payment Period. All payments will be made by either. ACH, check, or credit card. The first month ofServices corresponding to the first Usage Feej payment will begin upon the first installation. For 10+-camera fiock safety offerings where only some ofthe cameras are installed at the first installation and additional cameras will be installed later, prorated Usage Fees corresponding to the then-installed cameras willl be invoiced to Agency immediately after installation and to the later camera installation(s) subsequently invoiced. 2. Changes to Fees. Flock reserves the right to change the Fees or àpplicable charges and to institute new charges and Fees at the end ofthe Initial Term or any Renewal Term, upon sixty (60) days' notice prior to the end of such Initial Term or Renewal Term (as applicable) to. Agency (which may be sent by email). If Agency believes that Flock has billed. Agency incorrectly, Agency must contact Flock no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Flock's customer support department.. Agency acknowledges and agrees that a failure to contact. Flock within this sixty (60) day period will serve as a waiver of any claim Agency may have had as a result of such billing error. 3. Invoicing, Late Fees; Taxes. Flock may choose tol bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Flock thirty (30) days after the mailing date ofthe invoice. Unpaid amounts are subject to a finance charge of1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of Service. Agency shall be responsible for all taxes associated with Services other than U.S. taxes based on Flock' s net income. 4. No-Fee Term. Access. Subject to Flock' s record retention policy, Flock offers complimentary access to the Flock System for 30 days ("No Fee Term") to Agency when Non-Agency End Users intentionally prescribe access orj judicial orders mandate access to Non-Agency End User Data. No hardware or installation services will be provided to. Agency. No financial commitment by Agency is required to access the Flock Services or Footage. Should such access cause Flock to incur internal or out-of-pocket costs that are solely the result of the açcess, Flock reserves the right to invoice these costs to Agency under Section 5.3 and. Agency agrees to pay them. For clarity, No-Fee Terms and Service Terms can occur simultaneously, and when a No-Fee Term overlaps with a Service Term, Agency agrees to pay the Initial Fees and Usage Fees payments according to Section 5.1. 6. TERM AND TERMINATION 1. Term. Subject to earlier termination as provided below, the initial term of this Agreement shall be for the period oftime set forth on the Order Form (the "Initial Term").. Following the Initial Term or any subsequent term, for service to continue uninterrupted, for an additional 12-month term, Agency will be required to provide notice of intent to renew at least 30 days before the end of the then-current Term. 2. Agency Satisfaction Guarantee. At any time during the agreed upon term, a customer not fully satisfied with the service or solution may self-elect to terminate their contract. Self-elected termination will result in a one-time fee of actual cost of removal, said cost not to exceed $500 per camera. Upon self-elected termination, a refund will be provided, prorated for any fees paid for the remaining Term length set forth previously. Self-termination of the contract by the customer will be effective immediately. Flock will remove all equipment at its own convenience upon termination. Advance notice will be provided. 3. Termination. In the event of any material breach of this Agreement, the non-breaching party may terminate this Agreement prior to the end oft the Service Term by giving thirty (30) days prior written notice to the breaching party; provided, however, that this Agreement will not terminate ifthe breaching party has cured the breach prior to the expiration ofsuch thirty-day period. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party ofinsolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business. Upon termination for Flock' 's breach, Flock will refund to Agency a pro-rata portion oft thej pre-paid Fees for Services not received due to such termination. fi'ock safety 4. Effect of Termination. Upon any termination of the Service Term, Flock will collect all Units, delete all Agency Data, terminate. Agency's right to access or use any Services, and all licenses granted by Flock hereunder will immediately cease. Agency shall ensure that Flock is granted access to collect all Units and shall ensure that Flock personnel does not encounter Hazardous Conditions in the collection of such units. Upon termination of this Agreement, Agency will immediately cease all use ofl Flock Services. 5. No-Fee Term. The initial No-Fee Term will extend, after entering into this Agreement, for 30 days from the date a Non-Agency End' User grants access to their Footage and/or Notifications. In expectation of repeated non- continuous No-Fee Terms, Flock may in its sole discretion leave access open for Agency's Authorized End Users despite there not being any current Non-Agency End User authorizations. Such access and successive No-Fee Terms are deemed to be part of the No-Fee Term. Flock, in its sole discretion, can determine not to provide additional No-Fee Terms or can impose a price per No-Fee Term upon 30 days' notice. Agency may terminate any No-Fee Term or access to future No-Fee Terms upon 30 days' notice. 6. Survival. The following Sections will survive termination: 2.4, 2.5,3 3, 4, 5 (with respect to any accrued rights toj payment), 6.5, 7.4, 8.1, 8.2, 8.3, 8.4, 9.1 and 10.5. 7. REMEDY; WARRANTY AND DISCLAIMER 1. Remedy. Upon a malfunction or failure ofHardware or Embedded Software (a "Defect"), Agency must first make commercially reasonable efforts to address the problem by contacting Flock's technical support as described in Section 2.9 above. Ifs such efforts do not correct the Defect, Flock shall, or shall instruct one of its contractors to, ini its sole discretion, repair or replace the Hardware or. Embedded Software suffering from the Defect. Flock reserves the right to refuse or delay replacement or its choice ofi remedy for a Defect until after it has inspected and tested the affected Unit; provided that such inspection and test shall occur within 72 hours after Agency notifies the Flock of defect. Flock agrees to replace cameras at a fee according to the then-current Reinstall Policy (https:!l wwwaflocksufely.comitinnsial-fe-scha.ule. Customer shall not be required to replace subsequently damaged or stolen units; however, Customer understands and agrees that functionality, including Footage, will be materially affected due to such subsequently damaged or stolen units and that Flock will have no liability to Customer regarding such affected functionality nor shall the Fees owed be impacted. 2. Exclusions. Flock will not provide the remedy described in Section 7.1 above if any of the following exclusions apply: (a) misuse of the Hardware or Embedded Software in any manner, including operation oft the Hardware or Embedded Software in any way that does not strictly comply with any applicable specifications, documentation, or other restrictions on use provided by Flock; (b) damage, alteration, or modification of the Hardware or Embedded Software in any way; or (c) combination of the Hardware or Embedded Software with software, hardware or other technology that was not expressly authorized by Flock. 3. Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Flock or by third-party providers, or because ofother causes beyond Flock's reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. 4. Disclaimer. THE REMEDY DESCRIBED IN SECTION 7.1 ABOVE IS AGENCY'S SOLE REMEDY, AND FLOCK'S SOLET LIABILITY, WITH RESPECT' TO DEFECTIVE HARDWARE AND/OR EMBEDDED SOFTWARE. THE FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR: DOES IT MAKE. ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THIS DISCLAIMER OF SECTION 7.4 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING flock safety LAW OF THE STATE CALIFORNIA. 5. Insurance. Flock agrees to maintain insurance that meets the following requirements: Without limiting Flock' s indemnification ofA AGENCY, and prior to commencement oft the Installation Services, Flock shall obtain, provide andi maintain at its own expense during the term of this AGREEMENT, policies of insurance of the type and amounts described below and in a form that is satisfactory to AGENCY. General liability insurance. Flock shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Automobile liability insurance. Flock shall maintain automobile insurance at least as broad as Insurance Services Office form CA 0001 covering bodily injury and property damage for all activities of the Flock arising out of or in connection with the Installation Services and Flock Services to be performed under this AGREEMENT, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. Umbrella or excess liability insurance. Flock shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury andj property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer's liability. Such policy or policies shall include the following terms and conditions: A drop down feature: requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; Pay on behalf of wording as opposed to reimbursement; Concurrency of effective dates with primary policies; Policies shall "follow form" to the underlying primary policies; and Insureds under primary policies shall also be insureds under the umbrella or excess policies. Workers' compensation insurance. Flock shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). Prior to commencement of the Installation Services, Flock shall submit to AGENCY, along with the certificate ofi insurance, a Waiver ofs Subrogation endorsement in favor ofAGENCY, its officers, agents, employees and volunteers. Other provisions or requirements Proof of insurance. Flock shall provide certificates ofinsurance to AGENCY as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsements must be approved by AGENCY's Risk Manager prior to commencement of the Installation Services. Current certification ofi insurance shall be kept on file with. AGENCY at all times during the term ofthis contract. AGENCY reserves the: right to require complete, certified copies of all required insurance policies, at any time. Duration of coverage. Flock shall procure and maintain for the duration ofthe contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Installation Services or Flock Services hereunder by Flock, his agents, representatives, employees or subconsultants. Primarymoncontributing Coverage provided by Flock shall bej primary and any insurance or self-insurance procured or maintained by AGENCY shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of AGENCY before the. AGENCY's own insurance or self-insurance shall be called upon to protect it as a named insured. Agency's rights of enforcement. In the event any policy ofinsurance required under this AGREEMENT does not comply with these specifications or is canceled and not replaced, AGENCY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by AGENCY will be promptly reimbursed by Flock or AGENCY will withhold amounts sufficient to pay premium from Flock payments. In the alternative, AGENCY may cançel this AGREEMENT. Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business ofi insurance or is on the List of Approved Surplus Line Insurers in the State of fiock safety California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of] Best's Key Rating Guide, unless otherwise approved by the AGENCY's Risk Manager. Waiver of subrogation. All insurance coverage maintained or procured pursuant to this AGREEMENT shall be endorsed to waive subrogation against AGENCY, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Flock or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Flock hereby waives its own right ofrecovery against AGENCY, and shall require similar written express waivers and insurance clauses from each ofits subconsultants. Enforcement of contract provisions (non estoppel). Flock acknowledges and agrees that any actual or alleged failure on the part oft the. AGENCY to inform Flock of non-compliance with any requirement imposes no additional obligations on the AGENCY nor does it waive any rights hereunder. Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party ori insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. Ifthe Flock maintains higher limits than the minimums shown above, the AGENCY requires and shall be entitled to coverage for the higher limits maintained by the Flock. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the. AGENCY. Notice of cancellation. Flock agrees to oblige its insurance agent or broker and insurers to provide to AGENCY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that AGENCY and its officers, officials, employees, and agents shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements ifthey include any limiting endorsement of any kind that has not been first submitted to AGENCY and approved ofin writing. Separation of insureds. A severability ofinterests provision must apply for all additional insureds ensuring that Flock's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. Flock agrees to ensure that its sub-consultants, sub-contractors, and any other party involved with the project who is brought onto or involved in the project by Flock, provide the same minimum insurançe coverage and endorsements required of Flock. Flock agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Flock agrees that upon request, all AGREEMENTS with consultants, subcontractors, and others engaged in the project will be submitted to AGENCY for review. Agency's right to revise specifications. The AGENCY reserves the right at any time during the term ofthe contract to change the amounts and types of insurance required by giving the Flock ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Flock, the, AGENCY and Flock may renegotiate Flock's s compensation. Selfinsured retentions. Any self-insured retentions must be declared to and approved by AGENCY. AGENCY reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by AGENCY. Timely notice of claims. Flock shall give. AGENCY prompt and timely notice of claims made or suits instituted that arise out of or result from Flock' 's performance under this AGREEMENT, and that involve or may involve coverage under any of thei required liability policies. Additional insurance. Flock shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its ownj judgment may be necessary for its proper protection and prosecution ofthe Installation Services and Flock Services. Before Flock retains or hires a subcontractor to provide any work, labor, or services relative to this AGREEMENT, Flock must: fyock safety A. Present the name and identifying information of the subcontractor that will provide any work, labor, or services to AGENCY; B. Present to the. AGENCY the form of subcontract that will be used with the subcontractor for AGENCY's approval, which approval will not be unreasonably withheld. Such subcontract AGREEMENT must include an indemnity agreement that is generally in accord with the indemnity obligations contained in Paragraph 8.4 of this AGREEMENT and must specifically name the AGENCY as an indemnified party; and C. Secure from the subcontractor evidence of insurance coverage that meets with this AGREEMENT including naming the AGENCY as an additional insured as required by this AGREEMENT, unless such requirement is waived in writing by the AGENCY Risk Manager. 1. 8. LIMITATION OF LIABILITY AND INDEMNITY 1. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK AND ITS SUPPLIERS (INCLUDING BUT NOTI LIMITED TO. ALLHARDWARE AND TECHNOLOGY SUPPLIERS), OFFICERS,. AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALLI NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY, INCOMPLETENESS OR CORRUPTION OF DATA OR FOOTAGE OR COST OF PROCUREMENT OF SUBSTITOTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR. ANY MATTER BEYOND FLOCK'S ACTUAL KNOWLEDGE OR REASONABLE CONTROLI INCLUDING REPEAT CRIMINAL. ACTIVITY OR INABILITYTO CAPTURE FOOTAGE OR IDENTIFYANDOR CORRELATE AJ LICENSE PLATE WITH THE FBI DATABASE; (D). FORANY PUBLIC DISCLOSURE OF PROPRIETARY INFORMATION MADE IN GOOD FAITH; (E). FOR CRIME PREVENTION; OR (F). FOR ANY AMOUNTS THAT, TOGETHER WITHAMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS FOR A SINGLE OCCURRENCE, EXCEED THE LIMITS OF INSURANCE AVAILABLE UNDER FLOCK'S INSURANCE POLICIES REQUIRED BY SECTION 7.5, PLUS FEES PAID AND/OR PAYABLE BY AGENCY' TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT INTHE 12 MONTHS PRIOR TO THE. ACT OR OMISSION THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INTHE EVENT OF AN EMERGENCY, AGENCY SHOULD CONTACT 911 AND SHOULD NOT RELY ON THE SERVICES.THIS LIMITATION OF LIABILITY OF SECTION 8 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 10.6, OR IF NO STATE IS MENTIONED IN SECTION 10.6, BY THE LAW OF THE STATE OF CALIFORNIA 2. Additional No-Fee Term Requirements. IN NO EVENT SHALL FLOCK'S. AGGREGATE LIABILITY, IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THE NO-FEE TERM EXCEED $100 IN EXCESS OF FLOCK'S REQUIRED INSURANCE COVERAGE LIMITS UNDER SECTION 7.5, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. 3. Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions ofi its own employees, deputies, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable (if at all) only for the torts of its own officers, agents, or employees that occur within the scope of their official duties. Agency will not pursue any claims or actions against Flock's 's suppliers. 4. Indemnity. Agency hereby agrees to indemnify and hold harmless Flock against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of Section 3.2, a breach of this Agreement by Agency, Agency's Installation Obligations, Agency's sharing of any data in connection with the Flock system, Flock employees or agent or Non-Agency End Users, or otherwise from Agency's negligent use of the Services, Hardware and any Software, including any claim that such actions violate any applicable law or third party right. Although Flock has no obligation to monitor Agency's use of the Services, Flock may do sO and may prohibit any use of the Services it believes may be (or alleged to be) in violation of Section 3.2 or this Agreement. Flock hereby agrees to indemnify and hold harmless Agency against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with fiock safety any claim or action that arises from Flock's negligent acts or omissions in performance of this Agreement or provision of the Services, Hardware, or Software, including any claim that such actions violate any applicable law or third party right. flock safety 9.1 RECORD RETENTION 9.1 Data Preservation. The. Agency agrees to store. Agency Data and Non-Agency End User Data in compliance with Agency's ALPR data Usage andl Privacy Policy. Should Flock be legally compelled by judicial or government order to produce. Agency Data or Non-Agency End User Data and Agency has retained such data, Flock may retrieve the data from. Agency upon demand. 10. MISCELLANEOUS 10.1. Severability. Ifany provision ofthis Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary SO that this Agreement will otherwise remain in full torce and effect and enforceable. 10.2. Assignment. This Agreement is not assignable, transferable or sublicensable by Agency except with Flock's prior written consent. Flock may transfer and assign any ofi its rights and obligations, in whole or in part, under this Agreement without consent. 10.3. EntireAgreement. This Agreement, together with the Order Form(s), the then-current Reinstall Policy imphwiwaswty.misinulesiale. and Deployment Plan(s), are the complete and exclusive statement ofthe mutual understanding oft the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers andi modifications must be in a writing signed by both parties, except as otherwise provided herein. None of Agency's purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected. 10.4. Relationship. No agency, partnership, joint venture, or employment is created as a result oft this Agreement and Agency does not have any authority of any kind to bind Flock in any respect whatsoever. 10.5. Costs and Attorneys'Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. 10.6. Governing Law; Venue. This Agreement shall be governed by the laws oft the State of California without regard to its conflict oflaws provisions. The parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement. 10.7. Publicity. Unless otherwise indicated on the Order Form, Flock has the right to: reference and use Agency's name and trademarks and disclose the nature of the Services provided hereunder in each case in business and development and marketing efforts, including without limitation on Flock's website. 10.8. Export. Agency may not remove or export from the United States or allow the export or re-export oft the Flock IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign. Assets f'ock safety Control, or any other United States or foreign agency or authority.. As defined in FAR section 2.101, the Services, the Hardware, the Embedded Software and Documentation are "commercial items" and according to DFAR section 252.2277014a)d) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation. ? Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure ofs such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms ofthis Agreement and will be prohibited except to the extent expressly permitted by the terms of this. Agreement. 10.9. Headings. The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated Sections. 10.10. Counterparts. This. Agreement may be executed in two or more counterparts, each ofwhich shall be deemed an original, but all of which together shall constitute one and the same instrument. 10.11. Authority. Each oft thel below signers of this Agreement represent that they understand this Agreement and have the authority to sign on behalf of and bind the organizations and individuals they are representing. 10.12. Notices. 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 facsimile or e- mail; the day after iti is sent, ifs sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.