Customer Data Sharing Authorization
Customer Data Sharing Authorization
This Customer Data Sharing Authorization (hereinafter, “Authorization”) 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 the Customer, identified in the signature block of the applicable order form (“Customer”) (each a “Party", and together, the “Parties”). Parties have previously entered into a mutually executed agreement (“Agreement”) that grants Customer access to Flock Services for the Permitted Purpose. Parties understand that all capitalized terms used in this Authorization or in connection with this Authorization have the same meaning set forth in the Agreement. In consideration of the mutual benefit, promises, and covenants expressed in this Authorization, Customer and Flock agree to perform and be bound in accordance with the terms of this Authorization.
Whereas, Customer desires to share access from Customer Data (“Data”) with a CJIS compliant data recipient (“Recipient”) in accordance with the Agreement and this Authorization, Parties agree to the following terms:
1. Data License Grant. Subject to the terms and conditions contained in this Authorization, Customer hereby grants to Flock a non-exclusive, non-transferable, royalty-free, perpetual license to access, share, view, record, duplicate, store, save, reproduce, modify, display, and distribute the Data with Recipient for purposes of providing Flock services through an integration with Recipient.
2. Warranty. Parties understand that Flock is providing this Data exchange between Customer and Recipient ‘as is’. Flock makes no express or implied warranty as to the condition of Data provided to the Recipient, the information security of the Data exchange once the Data is in the possession of the Recipient, or for any fitness for particular research or investigative purpose. Customer shall expressly hold Flock harmless from any actions or omissions resulting from the sharing of Data with Recipient under this Authorization.
3. Acknowledgement. Customer acknowledges and understands that neither Flock nor any other entity will be actively monitoring the Data and that law enforcement will respond to incidents according to their policy and systems.
4. Term; Termination.
A. Term. The term of this Authorization shall be that term set forth in the Agreement; however, this Authorization is also subject to earlier termination for convenience (as stated below). For clarity, in the event that the Agreement terminates, this Authorization shall terminate in tandem with immediate effect.
B. Termination. Customer may terminate this Authorization for convenience by providing Flock thirty (30) days prior written notice of termination. Flock may terminate this Authorization at any time, with immediate effect.
5. 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 DAMAGES GREATER THAN THE FEES PAID TO FLOCK UNDER THIS AUTHORIZATION, 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, ITS AGENTS 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 NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Notice and Release. Customer understands that by executing this Authorization, that Data may be viewed, recorded, duplicated, stored, saved, reproduced, modified, displayed, distributed, and retained by Recipient for a period longer than Flock’s standard retention period and hereby provides consent to such retention period. Further, by executing this Authorization, Customer is engaging a third party outside of the control of Flock and therefore releases Flock from any obligations, warranties, or liabilities as to Data provided to Recipient.
7. Authority to Sign and Acknowledge Compliance. By signing the applicable order form, the Customer’s signatory agrees to comply with the terms of this Authorization, and represents and warrants that they are duly authorized to execute the order form and agree to this Authorization on behalf of the Customer.
8. Entire Agreement. This Authorization is complete and contains the entire understanding between the Parties relating to the sharing of Data by and between Flock and Customer. This Authorization supersedes any and all other agreements between the Parties with regards to the subject matter of sharing Data with Recipient.
9. Severability. Nothing in this Authorization is intended to conflict with or violate state or federal laws, regulations, policies, etc. If a term or provision of this Authorization is inconsistent with a law or authority, then that term or provision will be invalid, and the remaining terms and provisions will remain in full force and effect. If any provision of this Authorization is found to be unenforceable, unlawful, or void, the provision will be deemed severable from the Authorization and will not affect the validity of the remaining provisions.
10. 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 by email upon electronic receipt. This Authorization shall be governed by the laws of the state in which the Customer is located, excluding its conflict of laws rules. Customer shall not assign this Authorization. Any assignment by Customer is void.