Product Specific Terms
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Product Specific Terms

Product Specific Terms

TRAILER AS A SERVICE PROGRAM FOR FLOCK SAFETY MOBILE SECURITY TRAILERS - Law Enforcement

  1. Mobile Security Trailer Deterrence Package. Customer hereby agrees to utilize a mobile security trailer deterrence package, an infrastructure-free public safety solution designed to provide a public safety presence to deter crime while capturing evidence for potential criminal investigation (“Flock Trailer”). The Flock Trailer shall include certain agreed-upon Flock Hardware, and other key features as listed and agreed upon in the Order Form including access to the FlockOS® software. 
  2. Delivery and Relocation. Delivery of the Flock Trailer shall be made at the location as specified in the relevant sales order or as otherwise agreed upon in writing by the Parties (“Delivery Point”). Delivery of the Flock Trailer to the agreed-upon Delivery Point shall be entirely at Flock's risk and expense. The sales order shall include the shipping terms, all required business information of Customer, the shipping address, and if applicable, the shipment address of the certificate of origin related to an order (“Sales Order”).  If for any reason Customer fails to accept delivery of the Flock Trailer in accordance with the terms provided in the Sales Order, or if delivery of the Flock Trailer cannot be completed at the Delivery Point within a reasonable time after the delivery date owing to any act or omission of Customer or its representatives, including without limitation the failure to provide appropriate instructions, documents, or authorizations: (i) Customer shall bear the risk of loss to the Flock Trailer; and (ii) the Flock Trailer shall be deemed to have been delivered. Once the Flock Trailer is made available at the Delivery Point, Customer is responsible for any resulting use of the Flock Trailer by all Authorized End Users and all third parties who may gain access to the same. In the event that Customer disassembles the Flock Trailer for any reason, Flock shall bear no responsibility for reassembly.  
  3. Additional Terms. The Parties acknowledge and agree that: (i) Flock expressly disclaims any implied warranties related to the Flock Trailer; (ii) Flock shall maintain full ownership of the Flock Trailer; (iii) Customer shall provide Flock with prompt written notice of any request for support or maintenance related to the Flock Trailer; and (iv) Customer shall immediately notify Flock of any accident or event of loss or damage involving the Flock Trailer including any information as may be pertinent to Flock's investigation of such accident, loss, or damage, or information which Flock may reasonably require.
  4. Risk of Loss. Customer assumes and shall bear the entire risk of loss, damage to, theft or destruction of, the Flock Trailer, normal wear and tear excepted. LOSS OR DAMAGE TO THE FLOCK TRAILER, OR ANY PART OF IT, SHALL NOT RELIEVE CUSTOMER OF ANY OBLIGATION UNDER THE AGREEMENT. Customer’s obligations with respect to this Section shall commence upon delivery of the Flock Trailer. 

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TRAILER AS A SERVICE PROGRAM FOR  FLOCK SAFETY MOBILE SECURITY TRAILERS - Commercial

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  1. Mobile Security Trailer Deterrence Package. Customer hereby agrees to utilize a mobile security trailer deterrence package, an infrastructure-free public safety solution designed to provide a public safety presence to deter crime while capturing evidence for potential criminal investigation (“Flock Trailer”). The Flock Trailer shall include certain agreed-upon Flock Hardware, and other key features as listed and agreed upon in the Order Form including access to the FlockOS® software.  
  2. Delivery and Relocation. Delivery of the Flock Trailer shall be made at the location as specified in the relevant sales order or as otherwise agreed upon in writing by the Parties (“Delivery Point”). Delivery of the Flock Trailer to the agreed-upon Delivery Point shall be entirely at Flock's risk and expense. The sales order shall include the shipping terms, all required business information of Customer, the shipping address, and if applicable, the shipment address of the certificate of origin related to an order (“Sales Order”).  If for any reason Customer fails to accept delivery of the Flock Trailer in accordance with the terms provided in the Sales Order, or if delivery of the Flock Trailer cannot be completed at the Delivery Point within a reasonable time after the delivery date owing to any act or omission of Customer or its representatives, including without limitation the failure to provide appropriate instructions, documents, or authorizations: (i) Customer shall bear the risk of loss to the Flock Trailer; and (ii) the Flock Trailer shall be deemed to have been delivered. Once the Flock Trailer is made available at the Delivery Point, Customer is responsible for any resulting use of the Flock Trailer by all Authorized End Users and all third parties who may gain access to the same. In the event that Customer disassembles the Flock Trailer for any reason, Flock shall bear no responsibility for reassembly. Once the Flock Trailer is placed in an agreed upon location, Customer shall not be permitted to move the Flock Trailer without the prior written consent of Flock. In the event Customer desires to change the location of any Flock Trailer(s) following delivery, Customer is entitled to the following per Flock Trailer: (a) up to four (4) changes in location per year within one hundred (100) miles of the then-current location of the applicable Flock Trailer; or (b) one (1) change in location per year to anywhere within the contiguous United States that is more than one hundred (100) miles from the then-current location of the applicable Flock Trailer (the “Included Trailer Relocations”). Additional requests to relocate Flock Trailers that exceed the Included Trailer Relocations shall be subject to an additional fee.  
  3. Additional Terms. The Parties acknowledge and agree that: (i) Flock expressly disclaims any implied warranties related to the Flock Trailer;  (ii) Flock shall maintain full ownership of the Flock Trailer; (iii) Customer shall be responsible for providing Flock with prompt written notice of any request for support or maintenance related to the Flock Trailer; and (iv) Customer shall immediately notify Flock of any accident or event of loss or damage involving the Flock Trailer including any information as may be pertinent to Flock's investigation of such accident, loss, or damage, or information which Flock may reasonably require.
  4. Risk of Loss. Customer assumes and shall bear the entire risk of loss, damage to, theft or destruction of, the Flock Trailer, normal wear and tear excepted. LOSS OR DAMAGE TO THE FLOCK TRAILER, OR ANY PART OF IT, SHALL NOT RELIEVE CUSTOMER OF ANY OBLIGATION UNDER THE AGREEMENT. Customer’s obligations with respect to this Section shall commence upon delivery of the Flock Trailer.

SAFE CITY PROGRAM ADDENDUM

This SAFE CITY PROGRAM ADDENDUM (“Addendum”) is incorporated by reference into the Order Form between Flock and Customer. 

  1. DISCOUNT REIMBURSEMENT UPON EARLY TERMINATION. All discounts reflected in this Order Form are expressly conditioned on Customer’s commitment to the full term as set forth in the Order Form. In the event of termination for Non-Appropriation as set forth in the Agreement, Customer shall reimburse Flock for any discounts applied from the Effective Date of this Agreement through the effective date of termination. The reimbursement amount will be calculated as the difference between (a) the cumulative Average Annual Recurring Value (AARV) multiplied by the number of years of the Order Form term prior to termination; and (b) the total amounts paid or due during that period. AARV is defined as the total contract value divided by the number of contracted years. 

Opportunity_Type" Match="Expansion"

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  1. ENTIRE AGREEMENT AND ALLOCATION OF CREDIT. This Addendum modifies and supersedes all previously executed Agreements and Order Forms between the Parties as related to the provision of services by Flock to Customer and any exhibits attached thereto or incorporated therein by reference. Upon execution of the Order Form to which this Addendum applies, all previously executed Order Forms pertaining to the Services provided shall be superseded. In the event Customer prepaid Flock for any Order Forms that are replaced and superseded hereby, Flock will issue pro rata credits to Customer in consideration of the prepaid terminated Order Forms.

Opportunity [Subscription_Term_Quote__c] ="120"

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  1. DEPLOYMENT PLAN ADJUSTMENTS AND HARDWARE REALLOCATION. Customer shall have the right to right-size and make adjustments to its Deployment Plan and reallocate funds towards other Flock Hardware, provided any such Flock Hardware replacements/reallocations have an equal or lesser value than the originally deployed Flock Hardware. Flock agrees to waive installation fees associated with such reallocations. This option may be exercised a maximum of two (2) times over the ten (10) year term of the Order Form to which this Addendum applies, specifically at the end of Year 3 and at the end of Year 6 of the term. Any such adjustments and reallocations must be mutually agreed upon in writing by both Customer and Flock.
  2. ‍UPDATES TO FLOCK SERVICES AND FLOCK HARDWARE. During the term of the Order Form to which this Addendum applies, Customer shall have access to enhancements, updates, and new features of the Flock Services that are made generally available by Flock to similarly situated customers using the same service tier or product configuration, at no additional charge. For clarity, this provision does not include access to beta features, pilot programs, professional services, third-party integrations, hardware upgrades, or new products, modules, or functionality that Flock designates as separately priced or subject to additional fees, which may be offered to Customer at Flock’s then-current rates. Nothing in this section shall be construed as a commitment by Flock to develop, release, or maintain any particular feature, functionality, or product, or to provide feature parity with future offerings. Flock shall use commercially reasonable efforts to ensure that all Flock Hardware provided under the Order Form to which this addendum applies remains operational and supported in accordance with Flock’s standard hardware lifecycle and support practices. If any such Flock Hardware fails under normal and intended use or reaches end-of-life such that it is no longer supported by Flock, Flock shall repair or replace the affected Flock Hardware at no additional cost to Customer. From time to time, in Flock’s discretion, Flock may refresh, replace, or upgrade Flock Hardware where reasonably necessary to maintain compatibility, security, or performance of the Flock Services. Customer acknowledges that the Flock Hardware may remain functional beyond any particular period of deployment and that this provision does not constitute a commitment to replace or upgrade such Flock Hardware at any fixed interval, to provide the latest available hardware models, or to refresh hardware solely due to the introduction of newer technology. Any proactive upgrades or refreshes beyond failure or end-of-life replacement shall be subject to Flock’s operational, budgetary, and product roadmap considerations.

REMOTE ALERT RESPONSE SERVICE PROGRAM

WHEREAS, Customer has an interest in employing alert and response services to assist with deterring criminal activity and to assist with certain public safety investigations, to the extent permitted by law;

WHEREAS, Flock has identified and established a partnership with a qualified provider to facilitate the provision of remote alert response services to its customers upon request;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Customer and Flock agree as follows:

DEFINITIONS:

  • Blue Eye or Provider – Shall mean the entity (and/or its affiliates or subcontractors) responsible for delivering the agreed-upon Remote Alert Response Service(s).
  • Customer Equipment – Shall mean the Customer’s cameras, hardware, and other transmission equipment located on the Customer’s Premises and/or  utilized by the Customer for public safety or crime deterrence purposes.
  • Premises – Shall mean the customer-owned location(s) designated by Customer for the provision of the Remote Alert Response Services.
  • Remote Alert Response Services – Shall include but is not limited to the delivery of certain agreed upon services including supervision of security systems (including Flock Hardware), provision of event deterrence services, and response coordination for security-related events according to a pre-defined protocol. 
  • System – If applicable, shall mean the alert response monitoring technology to be utilized and agreed upon.

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement to which this Addendum is attached.

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GENERAL TERMS OF DELIVERY AND SERVICE:

  1. USE OF CUSTOMER EQUIPMENT AND THE SYSTEM: The Customer is responsible for always maintaining the Customer Equipment in proper working order and shall not tamper with, disturb, move, injure, remove, or otherwise interfere with the Customer Equipment or the System (if applicable). 
  2. INTERNET SERVICE: The Customer is responsible for ensuring that the Premises has high-speed internet access that meets the following specifications: A) The minimum upload speed required shall be Five (5) MB minimum upload speed (Ten (10) MB preferred) if the Customer intends to use the Remote Alert Response Services for one camera stream; B) The minimum upload speed required shall be ten (10) MB if the Customer intends to use the Remote Alert Response Services for multiple camera streams; and  C)There shall be no restrictions on data transmission volume or caps on data.
  3. ALERT RESPONSE SERVICES: During the Term (as defined below), the Provider shall monitor transmissions from the System installed on the Customer Equipment in accordance with the agreed upon monitoring schedule. In response to an applicable triggering event, Blue Eye shall use commercially reasonable efforts to deter person(s) responsible for said triggering event and/or notify the proper authorities or other persons in accordance with the agreed upon response protocol.
  4. ALERT RESPONSE SERVICE LIMITATIONS: The Customer acknowledges that the Provider will make reasonable efforts to deter events that may compromise security and safety, but Flock does not guarantee prevention of all events. The Customer hereby acknowledges that the Remote Alert Response Services are an aid in security and safety efforts and that Flock does not ensure complete protection or prevention of damage, loss, or injury. Flock does not represent or warrant that the transmissions to or from the Premises, the Customer Equipment or the System will not be interrupted, circumvented, or compromised.
  5. ANCILLARY SERVICES; CONSULTING SERVICES. In addition to the foregoing, the Customer hereby acknowledges that the Provider may agree to perform certain ancillary services for the fees that are agreed upon with the Customer. Further, the Customer may agree to permit the Provider to perform consulting services (“Consulting Services”) in connection with the Alert Response Services, for which Provider’s then-current rates for time and materials shall apply. 
  6. USE OF THE SYSTEM; MAINTENANCE BY PROVIDER.  The Customer shall not tamper with, disturb, move (even in connection with remodeling), injure, remove, or otherwise interfere with the Customer Equipment or the System after the System has been installed thereon (if applicable), or allow the same to be done by any third party. The Provider shall not be obligated to furnish maintenance or repair services nor be liable for repairs to, replacement of, or additions to the System made necessary by A) improper use; B) theft; C) natural disasters, such as hurricane, lightning, flood, fire or earthquakes; D) strikes, riots, terrorism, sabotage, acts of war; E) repairs, changes, modifications, maintenance, relocation or reinstallation of the System by persons other than Provider personnel or without Provider supervision; F) unusual shock, electrical damage or a corrosive atmosphere harmful to the System’s electrical circuitry; G) non-Provider or noncertified technician supplied equipment or service calls necessitated thereby; H) failure by the Customer to maintain the site specifications recommended by Provider; I) trouble in a communication line; J) causes other than ordinary, proper use of the System by the Customer; or K) causes outside of Provider’s control. 
  7. TAXES AND CHARGES: The Customer is responsible for paying all directly and indirectly imposed sales tax or other taxes related to the System and Monitoring Services, as well as any false alarm fees or other penalties if applicable. 
  8. LIMITATION OF LIABILITY: The Customer acknowledges and agrees that Flock shall not be liable for the activation, interruption, operation, or non-operation of the Customer Equipment, internet service, telephone or cellular transmissions, equipment or service, or any other matter over which Flock has no commercially reasonable control. Flock disclaims any responsibility for services associated with notifying or dispatching paramedics, doctors, and other medical personnel and/or ambulance services. If there are any charges incurred as a result of such notification, said charges shall be the responsibility of the Customer. Flock’s liability with respect to the Alert Response Services is limited to the fees actually paid by Customer with respect to Alert Response Services provided during the six (6) months preceding the event giving rise to any loss.   
  9. RECORDING: The Customer acknowledges that Provider may listen to and record video and/or audio related to Alert Response Services at the Premises, as well as conversations with Provider or its subcontractors, emergency services providers and law enforcement personnel. The Customer agrees and consents for itself and its employees, agents, customers, guests, and licenses to such actions and Flock shall have no liability pertaining thereto. The Customer is responsible for taking all necessary actions to inform its employees, agents, customers, guests, invitees and licensees of such recording. The Customer shall indemnify Flock against any claims related to the listening, viewing, or recording of communications and video by Provider.
  10. FLOCK SAFETY FEES. The Customer shall pay the fees set forth in the applicable Order Form based on the billing structure and payment terms as indicated in the Order Form.
  11. TERM.  Unless otherwise indicated on the Order Form, the term of this Addendum shall be deemed to have commenced as of the Effective Date of the Agreement and shall continue until terminated as provided under the Agreement (the “Term”). Flock may terminate this Addendum for convenience at any time upon  thirty (30) days' prior written notice to Customer.
  12. POST TERMINATION OBLIGATIONS: Installation of the System may include certain equipment provided by Provider and/or Blue Eye (the “Installation Equipment”). If this Agreement is terminated prior to the end of the initial Term then the Installation Equipment shall be promptly returned to Blue Eye or Provider within a reasonable time of such termination.

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UNMANNED AIR SUPPORT AS A SERVICE (UASaaS) PROGRAM FOR DRONE RESPONSE SERVICES

  1. UNMANNED AIR SUPPORT GENERAL TERMS OF DELIVERY
    1. Batteries. Flock will provide Customer with the number of sets of batteries described in the Statement of Work (“SOW”) between the Parties. 
    2. FAA Regulatory Waivers.  Flock will assist Customer in acquiring any required Federal Aviation Administration (“FAA”) regulatory waivers, where applicable. 
    3. Delivery. Flock shall make the Flock Hardware available to Customer at Customer’s delivery address set forth in the Order Form (“Delivery Point”). If for any reason Customer fails to accept delivery of the Flock Hardware by the date fixed pursuant to Flock's notice stating that the Flock Hardware is available at the Delivery Point, then (i) Customer shall bear the risk of loss to the Flock Hardware; (ii) the Flock Hardware shall be deemed to have been delivered; and (iii) Flock, at its option, may store the Flock Hardware until collected by Customer, at Customer’s expense (including, without limitation, the cost of storage and insurance). Once the Flock Hardware is made available at the Delivery Point, Customer is responsible for any resulting use of the Flock Hardware by all Authorized End Users and all third-parties who may gain access to the same.  
    4. Pilot Services.  If included in an Order Form, Flock will make available an employee or independent contractor pilot (each a “Pilot”) to Customer for purposes of operating the Flock Hardware (hereafter the “Pilot Services”) at the pricing set forth in the Order Form. The Pilot Services shall be considered part of the Flock Services. When operating the Flock Hardware, the Pilot shall comply with the reasonable requests of Customer. Customer’s use of the Pilot Services shall not alleviate any of Customer’s obligations set forth herein. Customer shall provide Pilots with a safe working environment when on Customer’s premises.

2. LOSS AND DAMAGE OF FLOCK HARDWARE
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2.1 Customer assumes and shall bear the entire risk of loss, damage to, theft or destruction of, all Flock Hardware to the extent caused by Customer’s negligence, malicious or intentional acts or omissions, or failure to adhere to the terms of the Agreement, including the SOW between the Parties. LOSS OR DAMAGE TO THE FLOCK HARDWARE, OR ANY PART OF IT, SHALL NOT RELIEVE CUSTOMER OF ANY OBLIGATION UNDER THE AGREEMENT. Customer’s obligations with respect to this Section shall commence upon delivery of the Flock Hardware. 

2.2 Customer agrees to immediately notify Flock of any accident or event of loss or damage involving the Flock Hardware. The notification shall include any information as may be pertinent to Flock's investigation of such accident, loss, or damage, or which Flock may reasonably require.

3. NDAA COMPLIANCE GUARANTEE. In the event of a federal or state law, regulation, or enforceable governmental order (“Legal Prohibition”) that prohibits Customer’s  use, operation, or procurement of drones that are not compliant with the National Defense Authorization Act (“NDAA”) (“Restricted Drones”), Flock will provide replacement drones that are fully compliant with the NDAA (“NDAA Compliant Drones”). Upon confirmation of a Legal Prohibition affecting Customer’s use of Restricted Drones, Flock shall, as soon as commercially practicable, replace all Restricted Drones that are part of the Customer’s Flock Services and subject to Legal Prohibition with NDAA Compliant Drones of comparable functionality, specifications, and coverage area (provided that Customer understands that the number of replacement NDAA Compliant Drones may not be equal to the number of Restricted Drones). The replacement process shall be completed within a commercially reasonable time of the effective date of the Legal Prohibition.

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4. INDEMNITY. To the fullest extent permitted by Applicable Law, Customer shall defend, indemnify, and hold harmless Flock, its affiliates, and their respective officers, directors, agents, contractors, and employees (“Flock Indemnified Parties”) from and against any and all third party claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees (collectively, “Losses”) arising out of or related to:

(a) gross negligence, recklessness, or willful misconduct, of Customer or any third party acting on Customer’s behalf in connection with drone-related operations;

(b) Customer’s failure to comply with Applicable Law;

(c) Customer site conditions, including structural integrity, electrical capacity, or other physical conditions; and

(d) any decision by Customer to decline or not implement Flock-recommended structural, electrical, safety, or compliance-related measures.

Customer acknowledges that certain structural, electrical, or compliance-related measures may be recommended by Flock. To the extent Customer elects not to implement such recommendations, Customer assumes all associated risks, and such decision shall not limit its indemnification obligations. Customer shall not settle any claim subject to this Agreement without Flock’s prior written consent if such settlement imposes obligations on or admits fault by any Flock Indemnified Party. This indemnification shall not apply to the extent Losses are finally determined to result from Flock’s gross negligence or willful misconduct. Any unenforceable provision shall be deemed modified to the minimum extent necessary to comply with Applicable Law.

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SCHEDULE A

SERVICES

All training described in this Schedule A may be conducted remotely or in person, as agreed by the Parties. The Parties will mutually agree on the frequency and duration of such training.

  1. AIRWORTHINESS TRAINING

Flock will provide training for Customer regarding maintaining the airworthiness of its drones, including compliance-related trainings. 

Customer shall be responsible for ensuring that all individuals involved in the operation of the Flock Hardware, including but not limited to pilot in command, visual observer, and sensor or payload operator, have the qualifications, experience, licenses, training, and certificates required by applicable FAA regulations and the necessary skill required to perform their duties. Customer is solely responsible for the safety of operations, maintaining the airworthiness of the drones, and ensuring that its operations are in line with all Applicable Laws and regulations.

  1. FLIGHT TRAINING

Flock will assist Customer in obtaining FAA BVLOS waivers where applicable, and for the purpose of establishing and sustaining drone operability, and provide training to Customer on drone operations. Flock will also provide training materials to Customer to support Customer’s training efforts for  all Customer employees engaged in the operation of drones. It is the sole responsibility of Customer, as the operator, to ensure that all employees engaged in the operation of drones have been adequately trained on the safe operation of drones and any terms or provisions regarding Customer’s operations under the relevant BVLOS waivers.

Flock’s training regarding utilization of the Flock Services will consist of:

  • Showing how to access the Web Interface on their respective internet devices
  • Showing how to view a live stream through the Web Application
  • Showing how to control the drone using the Web Application
  • Showing how to report problems if they come across them on the Web Application
  1. FLOCK HARDWARE TRAINING

Flock’s training regarding the proper use of the Flock Hardware will consist of:

  • Discussing maintenance list for the drone, and how to maintain airworthiness 
  • Teaching how to fly the drone through the Web Interface
  1. DEPLOYMENT SUPPORT

Only personnel authorized by Customer will have access to the drone livestream.. 

All operations must be conducted by a Pilot in Command (“PIC”), who is certified in accordance with FAA regulations and who has the requisite knowledge for safe operations of the Flock Hardware and Software. Customer will provide the PICs required to operate the Flock Hardware unless Flock is contracted to provide Pilot Services in accordance with this Agreement.

Upon Customer’s request, Flock will assist Customer in drafting a Standard Operating Procedure (“SOP”) document, as well as department policies regarding access, deployments, privacy, and community engagement.

  1. AUTHORIZATION FOR REGULATORY RECIPROCITY (PART 91 OPERATIONS & MAINTENTENCE)

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To the extent applicable, the Customer hereby designates Flock as an authorized operator under its FAA Part 91 certificate of waiver or authorization (“COA”) for the specific purpose of performing "test & tune" quality assurance and quality control (“QA” and “QC”) missions, general maintenance, and operations. As a result, the terms of the Part 91 Operational Agreement for Quality Checks, Quality Assurance, and Maintenance (“Operational Agreement”) located at https://www.flocksafety.com/legal/part91-operational-agreement are hereby incorporated into the Agreement by reference; provided, however, that the Operational Agreement shall apply only to the extent the Customer receives such COA. 

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