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DocuSign Envelope ID: D03C8C27-BC48-44C8-851D-368459E6CCB2
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 in connection with its use of the Flock Services as contemplated herein, and
under Section 2.4, below.
2.4 Usage Restrictions. The purpose for usage of the Hardware, Documentation, Services,
support, and the Flock IP is solely to facilitate gathering evidence that could be used in a lawful
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, (i) copy or duplicate any of the Flock IP; (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 IP is compiled or 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 of the foregoing, and Agency acknowledges that nothing in this
Agreement will be construed to grant Agency any right to obtain or use such source code; (iii)
modify, alter, tamper with or repair any of the Flock IP, or create any derivative product from
any of the foregoing, or attempt to do any of the foregoing, except with the prior written
consent of Flock; (iv) interfere or attempt to interfere in any manner with the functionality or
proper working of any of the Flock IP; (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 Flock IP; (vi) use the Services, support, Hardware, Documentation or the Flock IP
for anything other than the Permitted Purpose; or (vii) 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, or 2.3.
2.5 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.
2.6 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 of the
Flock IP if (i) 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 of 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 of the Flock Services to Agency or any Authorized End User is prohibited by applicable
law; (e) any vendor of Flock has suspended or terminated Flock’s access to or use of any third
party services or products required to enable Agency to access the Flock IP; or (f) Agency has
violated any term of this provision, including, but not limited to, utilizing the Flock Services for
anything other than the Permitted Purpose (each such suspension, in accordance with this Section
2.6, a “Service Suspension”). 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 Flock 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).Jump to an indexed page (26 of 26)