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DocuSign Envelope lD: 6E39B049-FgFB-456B-8844-67D824308E87 <br />AAXON Master Services and Purchasing Agreement <br />between Axon and Agency (Online) <br />2.5 <br />2.6 <br />2.7 <br />Retalned Rights; Ownership. As between the Parties, subject to the rights granted in this <br />Agreement, Flock and its licensors retain all right, title and interest in ind t6 the Flock lp <br />a1d its components, and Customer acknowledges that it neither owns nor acquires any <br />additional rights in and to the foregoing not expressly granted by this Agreement. bustomer <br />f1|th.qr acknowledges that Flock retains the right to use the f6regoing for any purpose in <br />Flock's sole discretion. There are no implied rights. <br />Suspension. Notwithstanding anything to the contrary in this Agreement, Flock may <br />temporarily suspend Cggtome/s and any Authorized End User's acless to any portion or <br />all of the Flock lP if (i) Flock reasonably determines that (a) there is a threat or attack on <br />any of the Flock lP; (b) Customer's or any Authorized End Use/s use of the Flock Service <br />disrupts or poses a security risk to the Flock Service or any other customer or vendor of <br />Flock; (c) Customer or any Authorized End User is/are usin! the Flock lp for fraudulent or <br />illegal activities; (d) Flock's provision of the Flock Services tb Customer or any Authorized <br />End User is prohibited by applicable law; (e) any vendor of Flock has suspended or <br />terminated Flock's access to or use of any third party services or products required to <br />enable Customer lo access the Flock; or (f) Customer has violated any terni of thisprovision, including, but not limited to, utilizing the Services for anything other than the <br />Permitted Purpose, and has failed to cure such violation within thirty iayslollowing wriften <br />notice of such violation from Flock (each such suspension, in accoidanie with thiJSection2.6, a "Service Suspension"). Flock will make commercially reasonabte efforts, <br />circumstances permitting, to provide written notice of any Service Suspension to Customei <br />(including notices sent to Flock's registered email address) and to provide updates <br />regarding resumption of access to the Flock lP following any Service Suspension. Flock <br />will use commercially reasonable efforts to resume providing access to the Flock Service <br />as soon as reasonably possible afier the event giving rise to the Service Suspension is <br />cured' Flock will extend the Customer's term by the duration of any suspension (for any <br />continuous suspension lasting at least one fullday) where the Service Suspension is not <br />caused by the direct Customer's actions or by the actions of parties associated with the <br />Customer. Flock will have no liability for any damage, liabilities, losses (including any loss <br />of data or profits) or any other consequences that Customer or any Auihorized End User <br />may incur as a result of a Service Suspension. <br />lnstallation Services. <br />2.7.1. O,esisleq LolatigE. Prior to performing the physical installation of the Units, <br />Flock shall advise Customer on the location and poiitioning of the Units for optimai <br />license plate image capture, as conditions and location allow. While Flock will <br />provide advice regarding the location of position ing of such Units, Customer will <br />have the ultimate decision regarding the location , position and angle of the Units <br />(each Unit location so designated by Customer,a "Designated Location"). Due <br />Location, Flock shall have noto the fact that Customer selects the Designated <br />liability to Customer resulting from any poor performance,functionalig or Footage <br />resulting from or otherwise relating to the Desig nated Locations. After an <br />installation plan with Designated Locations and equipment has been agreed upon <br />to the installation <br />Department: Legal <br />Version:1.0 <br />Release Datei 3/ 3I/2O2t <br />both Flock and the Customer, <br />n ncy <br />Page 26 ot 47