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DocuSign Envelope lD: 55B85E9C-C664-43ED-90F6-9BBB27'1 5E28D <br />AAXCN Master Services and Purchasing Agreement <br />2 <br />2.9 below <br />"Unit(s)" shall mean the Hardware together with the Embedded Software. <br />"Usage Fee" means the subscription fees to be paid by the Customer for ongoing access to <br />Services and Hardware. <br />"Web lnterface" means the website(s) orapplication(s) through which Customer and itsAuthorized <br />End Users can a@ess the Flock Services in accordance with the terms of this Agreement. <br />Flock Services.2.1 Provision of Access, Subject to the terms of this Agreement, Flock hereby grants to <br />Customer a non-exclusive, non-transferable right to access the features and functions of <br />the Flock Services via the Web lnterface during the term of Custome/s agreement, solely <br />for the Authorized End Users. The Footage will be available for Custome/s designated <br />administrator, listed on the Order Form, and any Authorized End Users to access via the <br />Web lnterface for thirty (30) days. Authorized End Users will be required to sign up for an <br />account, and selecl a password and username ("User lD"). Flock will also provide <br />Customer with the Documentation to be used in accessing and using the Flock Services. <br />Customer shall be responsible for all acts and omissions of Authorized End Users, and any <br />act or omission by an Authorized End User which, if undertaken by Customer, would <br />constitute a breach of this Agreement, shall be deemed a breach of this Agreement by <br />Customer. Customer shall undertake reasonable efforts to make allAuthorized End Users <br />aware of the provisions of this Agreement as applicable to such Authorized End User's use <br />of the Services, and shall cause Authorized End Users to comply with such provisions. <br />Flock may use the services of one or more third parties to deliver any part of the Flock <br />Services, including without limitation using a third party to host the Web lnterface which <br />makes the Flock Services available to Customer and Authorized End Users. Flock will pass <br />through any wananties that Flock receives from its then+urrent third-party service provider <br />to the extent that such warranties can be provided to Customer. Except in the event of <br />Flock's willful misconduct or negligence, such warranties as provided by such third-parties <br />are Customer's sole and exclusive remedy and Flock's sole and exclusive liability with <br />regard to such third-party services, including without limitation, hosting the web interface. <br />Customer agrees to comply with any acceptable use policies and other terms of any third <br />party service provider that are provided or otherwise made available to Customer from time <br />to time. <br />2.2 Embedded Software License. Subject to all terms of this Agreement, Flock grants <br />Customer a limited, non-exclusive, non-transferable, non-sublicensable (except to the <br />Authorized End Users), revocable right to use the Embedded Software as installed on the <br />Hardware by Flock; in each case, solely as necessary for Customer to use the Flock <br />Services. <br />2.3 Documentation License. Subject to the terms of this Agreement, Flock hereby grants to <br />Customer a non-exclusive, non-transferable right and license to use the Documentation <br />during the Service Term for Customer's internal purposes in connection with its use of the <br />Flock Services as contemplated herein. <br />2.4 Usage Restrictions. The purpose for usage of the Hardware, Documentation, Services, <br />support, and Flock lP is solely to facilitate gathering evidence that could be used in a lawful <br />criminal investigation by the appropriate government agency and not for tracking activities <br />that the system is not designed to capture ("Permitted Purpose"). Customer will not, and <br />will not permit any Authorized End Users to, (i) copy or duplicate any of the Flock lP; (ii) <br />decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the <br />source code from which any software component of any of the Flock lP is compiled or <br />Tiue: Master services <br />Department: Legal <br />Version: 12.0 <br />Release Date: 12l18/2020 <br />ano Purcnastng Agreement between Axon and Agency <br />Page27 ot 49