CONTRACT 6675 Memorandum of UnderstandingDocuSign Envelope ID: 6A390232-EBFA-445A-9D19-D45CBC79C002 Aw Agreement No. 6675
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MEMORANDUM OF UNDERSTANDING
This Data Sharing Memorandum of Understanding (hereinafter "MOU") is entered into by and between
Flock Group, Inc., with a place of business at 1170 Howell Mill Rd NW Suite 210, Atlanta, GA 30318
("Flock") and City of El Segundo with a place of business at 348 Main St, El Segundo, California
90245 ("Agency") (each a "Party", and together, the "Parties").
Whereas, Agency desires to access Flock's technology platform and Flock Safety dashboard (together,
the "Flock Service") for investigative purposes, in order to view and search photos and videos recorded
by Flock ("Recordings") which are stored for no longer than thirty (30) days, utilizing its software for
automatic license plate detection;
Whereas, Flock desires to share such Recordings and supplemental data with Agency pursuant to the
following terms and conditions:
1. Purpose. To allow the Agency to utilize the Flock Services for the following purpose: to gain awareness
with respect to the communities for which they serve to protect and facilitate investigations (the
"Purpose").
2. Access Rights to Flock Services. Subject to the terms and conditions contained in this MOU, Flock
hereby grants to Agency a non-exclusive, non -transferable right to access the features and functions of
the Flock Service during the Term (as defined below), solely for use by Authorized Users in accordance
with the terms and conditions herein, and only through Agency's official email account. For purposes of
this MOU, "Authorized Users" will mean employees, agents, or officers of Agency accessing or using the
Flock Services for the Purpose. Agency acknowledges and agrees that, as between Agency and Flock,
Agency shall be responsible for all acts and omissions of Authorized Users, and any act or omission by an
Authorized User which would constitute a breach of this MOU, shall be deemed a breach of this MOU by
Agency. Agency shall undertake reasonable efforts to make all Authorized Users aware of the provisions
of this MOU as applicable to such Authorized User's use of the Flock Service, and shall cause Authorized
Users to comply with such provisions.
3. Restrictions on Use. Agency will not, and will not permit any Authorized Users or any third party to, (i)
copy or duplicate any of the Flock Service; (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
Service is compiled or interpreted; (iii) modify, alter, or tamper with any of the Flock Service, or create any
derivative product from any of the foregoing; (iv) interfere or attempt to interfere in any manner with the
functionality or proper working of any of the Flock Service; (v) remove, obscure, or alter any notice of any
intellectual property or proprietary right appearing on or contained within any of the Flock Service; (vi)
assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or
otherwise encumber, Agency's rights under Sections 2; or (vii) access Flock Service through any unofficial
(i.e., personal, or non -Agency authorized) email account. Agency may only access Recordings and Flock
Service to perform the Purpose, as described in Section 1. Agency shall not use the Flock Service in any
manner not permitted by appropriate governing Federal and State regulations or laws; Agency represents
and warrants that, in receiving access to Flock Services, such Recordings and supplemental data shall be
used solely for purposes authorized by law and described in this MOU.
4. Suspension of Service. Flock may immediately suspend and/or revoke Agency's and any Authorized
End User's access to any portion or all of the Flock Service if Flock determines that (a) there is a threat or
attack on any of the Flock Service by Agency; (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 Service for fraudulent or illegal activities; (d)
any unauthorized user has accessed to Flock Services through Agency's account; or (e) Agency has
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violated any term of this MOU, including, but not limited to, utilizing the Flock Services for anything other
than the Purpose.
5. Ownership. As between the Parties, subject to the rights granted in this MOU, Flock and its licensors
retain all right, title and interest in and to the Flock Service, and its components and any Recordings or
data provided by Flock through the Flock Service, and Agency acknowledges that it neither owns nor
acquires any additional rights in and to the foregoing not expressly granted by this MOU. 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. Warranty. Flock and its licensors make no express or implied warranty as to the conditions of the
Recordings, or fitness for a particular research, data, investigative purpose or resulting actions or
omissions resulting from Recordings and supplemental data obtained by Agency through the use of Flock
Services.
7. Financial Implications to Agency. No financial commitment by Agency is required to access the Flock
Services or Recordings.
8. Term; Termination.
A. Term. This MOU will commence once executed by both parties and shall continue for a period of
five (5) years.
B. Termination. Prior to expiration of the Term, Flock may terminate this MOU for its convenience,
and in its sole discretion, by providing Agency thirty (30) days prior written notice of termination.
Agency may terminate this MOU for its convenience, and in its sole discretion, by providing Flock thirty
(30) days prior written notice of termination. Either party may terminate this MOU upon written notice if
the other party has breached a material term of this MOU and has not cured such breach within thirty
(30) days of receipt of notice from the non -breaching party specifying the breach. Upon termination of
this MOU, Agency will immediately cease all use of Flock Services. This MOU is subject to termination
without written notice after expiration of the Term.
9. Indemnification. Each Party to this MOU shall assume the responsibility and liability for the acts and
omissions of its own employees, deputies, officers, or agents, in connection with the performance of their
official duties under this MOU. Parties shall indemnify and hold harmless each other against any suits,
claims, actions, complaints, or liability of any kind, which relate to the use of or reliance on Flock Service.
For tort liability purposes, no participating Party shall be considered the agent of the other participating
Party. Each Party to this MOU 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. Under no circumstances shall this MOU be
interpreted to create a partnership or agency relationship between the Parties.
10. Limitation of Liability.
A. Limitation on Direct Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT SHALL FLOCK, ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR
REPRESENTATIVES BE LIABLE FOR ANY AMOUNT GREATER THAN THE FEES PAID TO
FLOCK UNDER THIS MOU, OR $100 IN UNITED STATES CURRENCY, WHICHEVER IS
GREATER, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT
(INCLUDING NEGLIGENCE OR STRICT LIABILITY), PRODUCT LIABILITY OR OTHERWISE.
B. Waiver of Consequential Damages. IN NO EVENT SHALL FLOCK OR ITS LICENSORS OR
SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR LOSS OF PROFITS,
WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING
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NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF FLOCK HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
11. Confidentiality,
A. Obligations. During the performance of services and Agency's use of the Flock Service under this
Agreement it may be necessary for a party to provide the other with certain information considered to
be proprietary or confidential by the disclosing party. The disclosure of such confidential information
shall be subject to the following terms and conditions.
i. The term "Agency Confidential Information" shall mean any material, data, systems, procedures and
other information of or with respect to Agency that is not be accessible or known to the general public,
including information concerning its hardware, software, business plans or opportunities, business
strategies, finances, employees, and third -party proprietary or other information that Agency treats as
confidential. Flock shall not use, publish or divulge any Agency Confidential Information except (i) in
connection with Flock's provision of Software and services pursuant to this Agreement, (ii) to Flock's
officers, directors, employees, agents and contractors who need to know such information to enable
Flock to provide Software and services pursuant to this Agreement, or (iii) with the prior written consent
of Agency, which consent Agency may withhold in its sole discretion.
ii. The term "Flock Confidential Information" means any material, data, systems, procedures and other
information of or with respect to Flock that is not accessible to or known to the general public, including,
without limitation, the software, object code, source code, formulae, algorithms, financial data, clients,
employees, software development plans, software support third -party proprietary or other information
that Flock treats as confidential. Agency shall not use, publish or divulge any Flock Confidential
Information except (i) to its employees, agents and officers who need to know such information to
enable Agency to use the Flock Services, or (ii) with the prior written consent of Flock, which consent
Flock may withhold in its sole discretion.
iii. Each party shall protect the other's confidential information with the same degree of care normally
used to protect its own similar confidential information, but in no event less than that degree of care
that a reasonably prudent business person would use to protect such information. The obligations of
each party to protect confidential information received from the other party shall not apply to
information that is publicly known or becomes publicly known through no act or failure to act on the part
of the recipient.All provisions of this MOU concerning the Confidentiality section herein, shall survive
any termination of this MOU.
B. Exclusions. Confidential Information shall not include any information that is (i) already known to
the receiving party at the time of the disclosure; (ii) publicly known at the time of the disclosure or
becomes publicly known through no wrongful act or failure of the receiving party; (iii) subsequently
disclosed to the receiving party on a non -confidential basis by a third -party not having a confidential
relationship with the other party hereto that rightfully acquired such information; or (iv) communicated to
a third party by the receiving party with the express written consent of the other party hereto. A
disclosure of Confidential Information that is legally compelled to be disclosed pursuant to a subpoena,
summons, order or other judicial or governmental process or the Freedom of Information Act shall not
be considered a breach of this MOU; provided the receiving party provides prompt notice of any such
subpoena, order, or the like to the other party so that such party will have the opportunity to obtain a
protective order or otherwise oppose the disclosure.
12. Entire Agreement. This MOU is complete and contains the entire understanding between the Parties
relating to the sharing of Recordings and Confidential Data by and between Flock and Agency. This MOU
supersedes any and all other agreements between the Parties. This Agreement is non -assignable by both
Parties.
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13. Severability. Nothing is this MOU is intended to conflict with or violate State or Federal laws,
regulations, policies, etc. If a term or provision of this MOU is inconsistent with a law or authority, then that
term or provision shall be invalid, but the remaining terms and provisions shall remain in full force and
effect. If any provision of this MOU is found to be unenforceable, unlawful, or void, the provision shall be
deemed severable from the MOU and shall not affect the validity of the remaining provisions.
14. Miscellaneous. All notices, requests, demands, or other communications required or permitted to be
given hereunder must be in writing and must be addressed to the parties at their respective addresses set
forth below and shall be deemed to have been duly given when (a) delivered in person; (b) sent by
facsimile transmission To the facsimile number below and indicating receipt at the facsimile number where
sent; (c) one (1) business day after being deposited with a reputable overnight air courier service; or (d)
three (3) business days after being deposited with the United States Postal Service, for delivery by
certified or registered mail, postage pre -paid and return receipt requested. This MOU shall be governed
by the laws of the state in which the Agency is located, excluding its conflict of laws rules. The parties
agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety
from this MOU.
IN WITNESS WHEREOF, Flock and the Agency have caused this MOU to be signed on the date set forth
below and be effective on the last date specified below.
DocuSign Envelope ID: 6A390232-EBFA-445A-9D19-D45CBC79C002 AW Agreement No. 6675
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FLOCK GROUP, INC.
By: 5o0cuslonod br
AC4=14=2AQ
Mark Smith
Name:
Title: General Counsel
5/31/2023
Date;
API' AS TO FORM:
CITY A:ORIVEY
ATTEST:
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Cify I,Ik
Cify of El Segundo
Insu'7, Approval:
Hanki anager
City of El Segundo
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Name:lYl
Title:
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