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ffock, safety
<br />Embedded Software as installed on the Hardware by Flock; in each case, solely as necessary for Agency to use the
<br />Flock Services.
<br />2.3 Documentation License. Subject to the terms of this Agreement, Flock hereby grants to Agency a non-
<br />exclusive, non -transferable right and license to use the Documentation during the Service Term in connection with
<br />its use of the Flock Services as contemplated herein, and under Section 2.4, below.
<br />2.4 Usage Restrictions. The purpose for usage of the Hardware, Documentation, Services, support, and the Flock IP
<br />is solely to facilitate gathering evidence that could be used in a lawful criminal investigation by the appropriate
<br />government agency and not for tracking activities that the system is not designed to capture ("Permitted Purpose").
<br />Agency will not, and will not permit any Authorized End Users to, (i) copy or duplicate any of the Flock IP; (ii)
<br />decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any
<br />software component of any of the Flock IP is compiled or interpreted, or apply any other process or procedure to
<br />derive the source code of any software included in the Flock IP, or attempt to do any of the foregoing, and Agency
<br />acknowledges that nothing in this Agreement will be construed to grant Agency any right to obtain or use sdch
<br />source code; (iii) modify, alter, tamper with or repair any of the Flock IP, or create any derivative product from any
<br />of the foregoing, or attempt to do any of the foregoing, except with the prior written consent of Flock; (iv) interfere
<br />or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove,
<br />obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of
<br />the Flock Services or Flock IP; (vi) use the Services, support, Hardware, Documentation or the Flock IP for anything
<br />other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey,
<br />or pledge as security or otherwise encumber, Agency's rights under Sections 2.1, 2.2, or 2.3.
<br />2.5 Retained Rights; Ownership. As between the Parties, subject to the rights granted in this Agreement, Flock
<br />and its licensors retain all right, title and interest in and to the Flock IP and its components, and Agency
<br />acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by
<br />this Agreement. Agency further acknowledges that Flock retains the right to use the foregoing for any purpose in
<br />Flock's sole discretion. There are no implied rights.
<br />2.6 Suspension. Notwithstanding anything to the contrary in this Agreement, Flock may temporarily suspend
<br />Agency's and any Authorized End User's access to any portion or all of the Flock IP if (i) Flock reasonably
<br />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
<br />of the Flock Service disrupts or poses a security risk to the Flock Service or any other customer or vendor of Flock;
<br />(c) Agency or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Flock's
<br />provision of the Flock Services to Agency or any Authorized End User is prohibited by applicable law; (e) any
<br />vendor of Flock has suspended or terminated Flock's access to or use of any third party services or products required
<br />to enable Agency to access the Flock IP; or (f) Agency has violated any term of this provision, including, but not
<br />limited to, utilizing the Flock Services for anything other than the Permitted Purpose (each such suspension, in
<br />accordance with this Section 2.6, a "Service Suspension"). Flock will make commercially reasonable efforts,
<br />circumstances permitting, to provide written notice of any Service Suspension to Agency (including notices sent to
<br />Flock's registered email address) and to provide updates regarding resumption of access to the Flock IP following
<br />any Service Suspension. Flock will use commercially reasonable efforts to resume providing access to the Flock
<br />Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Flock will have
<br />no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that
<br />Agency or any Authorized End User may incur as a result of a Service Suspension. To the extent that the Service
<br />Suspension is not caused by Agency's direct actions or by the actions of parties associated with the Agency, the
<br />expiration of the Term will be tolled by the duration of any suspension (for any continuous suspension lasting at
<br />least one full day).
<br />2.7 Installation Services.
<br />2.7.1 Designated Locations. Prior to performing the physical installation of the Units, Flock shall advise
<br />Agency on the location and positioning of the Units for optimal license plate image capture, as conditions and location
<br />allow. Flock and Agency must mutually agree on the location (mounting site or pole), position and angle of the Units
<br />(each Unit location so designated by Agency, a "Designated Location"). Flock shall have no liability to Agency
<br />Resolution 20-21 Page 5
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