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DocuSign Envelope ID: D03C8C27-BC48-44C8-851D-368459E6CCB2
3.1 Agency Obligations. Upon creation of a User ID, 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 of 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, at 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 of the 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.
3.2 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.
3.3 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 the
foregoing.
4. CONFIDENTIALITY; AGENCY DATA; NON-AGENCY DATA
4.1 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 of 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 of the 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 to preserve and protect the Proprietary Information and the parties’ respective rights
therein, at all times exercising at least a reasonable level of care. Each party agrees to restrict
access to the Proprietary Information of 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 of the 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 of any Proprietary Information of the Disclosing Party.Jump to an indexed page (26 of 26)