This page uses extracted PDF text. Text can misread numbers, dates or table columns. Check the PDF before quoting or interpreting it. Redacted areas remain redacted.
DocuSign Envelope ID: D03C8C27-BC48-44C8-851D-368459E6CCB2
party may terminate this Agreement, without notice, (i) upon the institution by or against the other
party of insolvency, 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 material breach, Flock will refund to Agency a pro-rata
portion of the pre- paid Fees for Services not received due to such termination.
6.4 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 of Flock Services.
6.5 No-Fee Term. The initial No-Fee Term will extend, after entering into this Agreement, for
thirty (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 thirty (30) days’ notice.
Agency may terminate any No-Fee Term or access to future No-Fee Terms upon 30 days’ notice.
6.6 Survival. The following Sections will survive termination: 2.4, 2.5, 3, 4, 5 (with respect to any
accrued rights to payment), 5.4, 6.5, 7.4, 8.1, 8.2, 8.3, 8.4, 9.1 and 10.5.
7. REMEDY; WARRANTY AND DISCLAIMER
7.1 Remedy. Upon a malfunction or failure of Hardware 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. If such efforts do not correct the
Defect, Flock shall, or shall instruct one of its contractors to repair or replace the Hardware or
Embedded Software suffering from the Defect. Flock reserves the right in their sole discretion to
refuse or delay replacement or its choice of remedy for a Defect until after it has inspected and
tested the affected Unit provided that such inspection and test shall occur within seventy-two (72)
hours after Agency notifies the Flock of a Defect. In the event of a Defect, Flock will repair or
replace the defective Unit at no additional cost. In the event that a Unit is lost, stolen, or damaged,
Flock agrees to replace the Unit at a fee according to the then-current Reinstall Policy
(https://www.flocksafety.com/reinstall-fee-schedule). Agency shall not be required to replace
subsequently lost, damaged or stolen Units, however, Agency understands and agrees that
functionality, including Footage, will be materially affected due to such subsequently lost,
damaged or stolen units and that Flock will have no liability to Agency regarding such affected
functionality nor shall the Usage Fee or Implementation Fees owed be impacted.
7.2 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 of 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.
7.3 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. Upon
completion of any installation or repair, Flock shall clean and leave the area in good condition.
Services may be temporarily unavailable for scheduled maintenance or for unscheduledJump to an indexed page (26 of 26)