HomeMy WebLinkAboutFlock Group, Inc Data Sharing Memorandum of Understanding (WSPD - Automatice License Plate Detection) - 2020 12 01 MEMORXNDUM OF UNDERSTANDING
This Data Sharing Mernorandurn of`Under:tea dinn(this"MOM") is entered into by and between Flock
Group, Inc. with a place of business at 2588 Winslow Drive, Atlanta, A.30305 ("FlocV)and the police
department or agency identified in the signature block below("Agency")(each a "Party, and together,
the"Parties"),
Whereas, Agency desires to access Flock's technology platform(the"Flock Service")for investigative
purposes, in order to view and search videos recorded by Flock("Recordings")which are stored for no
longer than 30 days, utilizing its software fbi-automatic, license plate detection;
Whereas,Flock desires to share such videos with Agency pursuant to tire 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] (the"Purpose").
1 Access Rights to Flock Services, Subject to the terms and conditions contained in this MOU,
Flock hereby grants to Agency a non-exclusive, Tion-transferable right to access the features arid
flinctions of the Flock Service during the Term (as defined below), solely for use by Authorized
Users in accordance with the tentis and conditions herein. T-or purposes of this MOU,"Authorize d
Users" will mean employees, agents, or officers of Agency accessing or using the Flock Set-vices
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 ornission by an
Authorized User which, if undertaken by Agency, would constitute a breach of this MCAJ, shall be
deemed alDreach of this MOU by Agency. Agency shall undertake reasonable efforts to make all
Authorized Users aware of the provisions of this NIOU 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 riot perinit any Authorized Users or any third party
to, (i) copy or duplicate any ofthe Flock Service; (ii)decompile, disassemble, reverse engineer or
otherwi Se attempt to obtain or perceive the source code from which any software coinponent of any
of the Flock. Service is compiled or interpreted; (iii)modify,alter, or tarnper with any ofthe Flock
Service, or create any derivative product from any of the foregoing; (iv) interfere or attempt to
interfiere in any rnanner 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, or (vi) assi&rn, sublicense, sell, resell, lease, rent or
otherwise transfer or convey, or pledge as security or otherwise encurnber, Agency's rights under
Sections 2, Data that the agency does not own tray only be accessed for investigative purposes,
4 wnership, 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 acqiAres any additional rights in and to the foregoing not expressly granted by
this MOU, Agency turther acknowledges that Flock retains the right to use the f6regoing for any
purpose in l lock's sole discretion, There are no implied rights,
5, F!nanc ia I Imp fie ations to Agency. No financial commi trnent by Agency is required to access the
Flock Services or Recordinas,
C,
6, Term; 11radnadon,
A, erm. Thi,,,, y/10U` will conrirnenee once exemned by both paittcs and shill
for a period of 151 years,
13, Terininathm, flock inav torninale this MOLI for its ko,,aiverlience, arid i,n ds, sole
discretn)n, by providing Agelmy MY (M) dal s pricr 11t'ttice of
Agmey nray fer-nninate 1his MOU W its =Tnicnce, and in As s(,-II chscretion, by
puvM&g FUM ninety(90) days lnhr Muen nodce of tenr6nafion. Porj."ty fjj�'.Jy
tornhiale I&1401J upon written Mice if the otliai party has breached m mawdM wrni
of His N1013 and has M cored su.,ch -,s4diin thir(,,y (30) days u4'roxip1 oJ notice
A,gency will irnmecliaG:ely (":re arse al] use Of'F"llock services.
7, Faly to nth kE W A01 annimethe resparodbdity and HaWy Whe aws
and (mbsions of its own enTloyces, dcpideC uffl�cers, o igerits, in. corrnectiori with Ole
pmfinmams; of Wr ofikhd du&s undur 1his "A01i F(w Rai Milky pwpowt no pardtripathg
Parly shall be considered the agent of le Wei participating Paurty, Each Pany to dis NIOU Q11
be 15ble (if at all) oWy RW Ae Was of is own Mcers, n9cras, or ernployees that ocaur widdri th(,,,
nope of thair offflcW duties, L',inder no Wcam9mmes shMI HAs MOU be intoqwewd to crnhn a
pwinership or agnwy reltbridip boMmen the Was.
S. lAndWtWn of MMIRy,
A. LAnihation on Direct Damage& ON NO EVENT SHALL FLOCKS
AGGREGATE', LIABILITY4 IF ANY, ARISING' OU"T OF 01z IN AN)V WAl"
REI.ATED 'ro uns mou EXCEED TRE LI'MITS OF J'FS (,,()mMERCJAL
GENERAL LIABILYFV INUSRANCE (TWERAGE,VVIT1101.)TREGARDTO
N81141;,'THER SIX11 CLAIM IS BASED IN CONT%kCT, TORT (INCLUDING
NE(.--,',LIG,EN(-'.E), PROM."CT LIABILun OR OTIMIMSE.
EL Waiver uf Conwqwnlird Damage& IN NO EVEN'T WALL FLOCK OR, ITS
LICENSORS UR SUPPLIERS BE FAABLE FOR ANY INDIRECT, SPECIAL,
PUNITIVE OR CONSEQUENIIAL DAMAGES, INCl-AlDING, mITTIOurr
1AMITATION, LOSS OF DAL171%. OR L()SS OF PRO U'I'l-S, wj,fjj0U,r
RE(,'ARD T(`) NVITET11ER SUCI-1 (A-AIM IS BASED IN CONTRACT, TORT
PNCLUMNG NEWIGENM), PRODUCT LIABUITY OR OTHERMISE,
EVEN IF MOCK HAS BEEN ADVISED 01-` ME POSSIBRATIVIF SUCCH
DAMAGIES,.
9, Confiderlfi,,Ifity,
i%, Obfigadons, Dirring Uw 13ed4manne of sovkcs and AgmeYs uw cK Ow SuRwwv umWr
Agmernm A nmy be nmemary lRor a partyto provide 012,001crwith Certain irdonnation
cf,trisiderud to[),c propr i mmy or con 0 dw nrial by the d isel osing pairly,
confMontial in&nnafiou sh,,M be subicct to the fd)RRnving terms and conditions,
i. 11he term "Agericy Corindmah! lnfc�rrnaticm" shall an'.y irvriterial� dans,
systt,,tr,S, procedures" andf odwr haformation of or with rcs'pect U) Agency that is
not be accessible known to the general publiq including Murnadon
CIDIICCN�ning its linrdware, software, business, plans or 0,!-q.)orturd ties, 1-wsiness
straughts, finarkces,, ;,�.,nrployees, and 0 0pany propHonny in Wha inKnWon
tol Apqwy wean ag Flock ,-,,h,,,tJ1 not usq ImblAh or divWgo any
Agmwy MnWntial Inforination except lip ill C0111:1ection With Floclk's prossidon
of Software sei-vices pormwd to dis Agrcen-rent, (d) to FIcK,,k's officers,
directors, employees, agents and contractors NA/ho need to know such information
to enable Flock to provide Software and services pursuant to this Agreement, or
(in) with the prior written consent of Agency, which consent Agency may
withhold in its sole discretion,
ii, The terra "Flock Confidential Information" means any rnaterial, data, Systerns,
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, foririulae,algorithrns,financial data, clients,employees,
software development plans and software support, Agency shall not use, publish
or di-vulge any Flock Confidential Information except(i)to its erriplovecs, agents
and contractors who need to know SUCh information to enable Agency to use the
Software, or(ii)with the priorwritlen consent of Flock, which consent Flock may
withhold in its sole discretion.
iii. Each party shall protect the other's confidential information with the salne, dec, cc
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
inforination that is publicly known or becomes publicly known through no act or
failure to act on the part ofthe recipient.
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 tirne of the disclosure or becomes publicly known through tic) wrongful act or
failure of the receiving party; (in) subsequently disclosed to the receiving party on as
non-confidential basis by a third party not having a confidential relationship with the
other party hereto that rightfully acquired such information; or(iv)conutrunicated to a
third party by the receiving party with the express written consent of the other party
hcreto� A disclosure of Confidential information that is legally conipel led or required
to be disclosed pursuant to a subpoena, suminons, order or other Judicial or
governmental process or the Freedom of Information Act or Florida's Public Records
Act shall not be considered as 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,
2. Miscellaneous, All notices, requests, demands, or other communications required or perrrt tted to
be given hereunder must be in writing and must be addressed to the pal-ties at their respective
addresses set forth below and shall be deemed to have been duly given when(a)delivered in person;
(b) sent by facsirnile transmission To the Racsirrile number below and indicating receipt at the
fificsirnile number where sent-, (c) one (1) business clay after being deposited with a reputable
overnight air courier service; or(cl) three (3)business days after being deposited with the United
States Postal Service,for delivery by certified or registered rnail,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 tior the
International Sale of'Goods is excluded in its entirety from this MOU
ITV WITNESS WF F;RFOF, Flock and the Agency have ca€tsed this MOU to he signed on the date set:
forth below and he effective on the last date ,pecified 'below,
Flock G a°oup, Inc.: Agency
4
Bye u, By
Name: Name: Shawn Boyle
° City Manager
Date, _...m_ _..._n _ ., . __._ _. _. �. _,...._. date: ,